<PAGE>
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                   FORM 10-K
 
            FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13
                OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
(Mark One)
 
/ / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [FEE REQUIRED]
For the fiscal year ended ________________________
                                       OR
 
/X/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED]
 
FOR THE TRANSITION PERIOD FROM JULY 1, 1995 TO DECEMBER 31, 1995      COMMISSION
FILE NUMBER 0-16484
 
                              FIRSTMISS GOLD INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                  <C>
              NEVADA                            64-0748908
  (State or other jurisdiction of    (I.R.S. Employer Identification
  incorporation or organization)                   No.)
     5460 SOUTH QUEBEC STREET
             SUITE 240
        ENGLEWOOD, COLORADO                       80111
  (Address of principal executive               (Zip Code)
             offices)
</TABLE>
 
       Registrant's telephone number, including area code: (303) 771-9000
 
          Securities registered pursuant to Section 12(g) of the Act:
 
<TABLE>
<CAPTION>
                                         NAME OF EXCHANGES ON WHICH
        TITLE OF EACH CLASS                      REGISTERED
-----------------------------------  -----------------------------------
<S>                                  <C>
Common Stock, par value $0.01        The Nasdaq National Market
                                     The Toronto Stock Exchange
</TABLE>
 
    Indicate  by check  mark whether  the Registrant  (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during  the preceding  12  months (or  for  such shorter  period  that the
Registrant was required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days.  YES /X/ NO __
 
    Indicate  by check mark if disclosure  of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge, in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  /X/
 
    Aggregate  market value  of the voting  stock held by  non-affiliates of the
Registrant on  February  29, 1996:  $673,451,523.  Common Stock  outstanding  on
February 29, 1996: 25,704,600
                            ------------------------
 
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--------------------------------------------------------------------------------
<PAGE>
                                     PART I
 
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
INTRODUCTION
 
    FirstMiss Gold Inc., a Nevada corporation (the "Company"), is engaged in the
exploration, development, mining and processing of gold ore from the 33,000-acre
"Getchell Property" located in north central Nevada (see map on page 10).
 
    The  Getchell  Property is  located  in the  Potosi  Mining District  on the
eastern side of  the Osgood Mountain  Range, 35 miles  northeast of  Winnemucca,
Nevada. Access to the property is via Nevada State Highway 18 and an all-weather
gravel  road maintained jointly  by the Company and  various competitors who use
the same access.  The Company's operations  on the Getchell  Property include  a
pressure  oxidation ("autoclave")  mill facility, a  heap leach  facility and an
underground mine, known  as the "Getchell  Underground mine." Prior  to July  1,
1995, operations also included open pit mining of oxide and sulfide ores.
 
    Gold  mineralization  on  the Getchell  Property  is  found in  a  series of
discrete zones along  the Getchell  fault zone  (the "Getchell  Fault") and  the
Turquoise  Ridge fault zone (the "Turquoise Ridge Fault"), and in other areas on
the property.  As of  December 31,  1995, the  Company had  proven and  probable
reserves  of approximately 11.5 million tons of ore at an average grade of 0.262
ounces/ton gold, with approximately 3.0 million contained ounces of gold. During
the  six-month  period   ended  December  31,   1995  (the  "Interim   Period"),
approximately 85,627 ounces of gold were produced and sold.
 
    In  January 1995,  the Company announced  a new geologic  resource along the
Turquoise Ridge  Fault on  the Company's  Getchell Property.  The Company  hired
Mineral  Resources Development, Inc. ("MRDI") to prepare a pre-feasibility study
(the "MRDI Study")  on one of  the mineralized zones  found along the  Turquoise
Ridge  Fault. A  pre-feasibility study is  an economic-based analysis  of an ore
body that serves as the  basis for a mine plan  for the extraction of gold  from
that ore body on an economically viable basis. In September 1995, MRDI issued an
executive  summary (the "MRDI Study Summary")  of its pre-feasibility study. The
MRDI Study concluded that  the portion of the  Turquoise Ridge Fault covered  by
the  study contains probable reserves of 1.254 million contained ounces of gold.
Subsequent analysis  of  drill  data  increased the  probable  reserves  at  the
Turquoise  Ridge ore body to 1.44 million  contained ounces (included in the 3.0
million ounces total reserve  stated above). The MRDI  Study concluded that  the
reserves  are located between  1,400 feet and  2,000 feet below  the surface and
that underground mining methods will be required.
 
    A shaft sinking contractor was selected  in December 1995 and shaft  sinking
on  a  ventilation  shaft commenced  in  January 1996.  Construction  of several
surface facilities associated with the Turquoise Ridge mine was also started  in
the first quarter of 1996.
 
    The  Company was incorporated in Nevada  in August 1987 by First Mississippi
Corporation, a Mississippi corporation ("First Mississippi"), for the purpose of
financing, developing and  operating the  Getchell gold mining  project and  for
conducting  minerals exploration. In May 1988, the Company sold 3,250,000 shares
of its common stock in an initial public offering. Following the offering, First
Mississippi held approximately 81% of the Company's stock.
 
    In February 1990, First Mississippi announced plans to distribute its  stock
in   the  Company  to  First  Mississippi's  shareholders.  According  to  First
Mississippi, this  spin-off was  subject  to a  favorable  tax ruling  from  the
Internal  Revenue Service and a favorable  operational and financial outlook for
the Company. Although the required I.R.S. ruling was received in December  1990,
gold  prices had fallen in the interim, and  the spin-off was put on hold. First
Mississippi informed the Company that it  received a subsequent ruling from  the
Internal Revenue Service in April 1995 and that a spin-off would be treated as a
tax-free  distribution  for  federal  income tax  purposes,  subject  to certain
conditions. On October  20, 1995, First  Mississippi distributed its  14,750,000
shares  of  the Company's  stock  to First  Mississippi  shareholders in  a tax-
 
                                       1
<PAGE>
free spin-off. Each First  Mississippi Corporation shareholder received  0.70846
shares  of  the  Company's common  stock  for  each share  of  First Mississippi
Corporation stock owned as of the October 10, 1995 record date.
 
    In late 1995, the Company sold a total of 7,475,000 common shares to to  the
public  at  $19.50 per  share. Net  proceeds to  the Company  were approximately
$137.5 million. Of these monies, the  Company repaid $15.0 million of notes  due
to  First Mississippi, pursuant to stipulations  in the Internal Revenue Service
ruling in connection with the spin-off.
 
    The Company's fiscal year-end has been changed from June 30 to December  31.
As  a result, the following discussion presents results for a six month "Interim
Period" from July 1, 1995 to December 31, 1995.
 
    The Company's principal executive offices  are located at 5460 South  Quebec
Street,  Suite 240, Englewood, Colorado 80111. The Company's telephone number is
(303) 771-9000.  At  December  31,  1995,  the  Company  had  approximately  352
employees.
 
THE GETCHELL PROPERTY
 
    HISTORY.   Gold mining commenced at the Getchell Property in the late 1930's
and has continued intermittently since that time under several different owners.
First Mississippi purchased  the property  (inactive at the  time) from  Conoco,
Inc.  in 1983. First Mississippi began a program to develop the property in July
1983. Operations  at  the oxide  heap  leach  facility and  the  autoclave  mill
facility  were commenced in June 1985 and February 1989, respectively, and as of
December 31, 1995, the Company had produced over 1.4 million ounces of gold from
the Getchell Property.
 
    PROPERTY INTEREST.  The Getchell  Property consists of approximately  18,900
acres  of unpatented lode  and mill site  mining claims and  14,100 acres of fee
land owned by the Company. Greater than 90% of the Company's current proven  and
probable  reserves are on fee land.  Approximately 65% of the Getchell Property,
including all  current proven  and probable  reserves, is  subject to  a 2%  net
smelter royalty owned by a third party.
 
    GEOLOGY.  Gold mineralization on the Getchell Property occurs in a series of
discrete  zones associated with  the north-trending Getchell  Fault and with the
northeast-trending Turquoise  Ridge  Fault. Both  systems  cut through  a  thick
sequence  of  interbedded  early Paleozoic  sedimentary,  plutonic  and volcanic
units. The  northwest-dipping Turquoise  Ridge  Fault and  the  eastward-dipping
Getchell  Fault intersect in an open pit known  as the "Main Pit," an area where
surface mining has ceased.
 
    Refractory sulfide gold deposits are found at depth along the Getchell Fault
and in  sedimentary  units near  the  Getchell Fault.  Drilling  has  identified
similar  gold deposits in folded Paleozoic sedimentary units in contact with the
Turquoise Ridge Fault 2,000 feet northeast of the Getchell Fault. Oxidized  gold
deposits  are also associated with the Getchell and Turquoise Ridge fault zones,
typically occurring  as discrete  zones  at depths  shallower than  the  sulfide
mineralization.
 
    Oxide  and  sulfide  gold  mineralization  are  also  found  in  Section  13
approximately 3 miles north east of the mill site and at Powder Hill 2,500  feet
south  of  the Turquoise  Ridge ore  body.  The relationship  of these  areas of
mineralization to other mineralized zones on  the Getchell Property, if any,  is
unknown at this time.
 
    A  mineral deposit is  a naturally occurring  concentration of minerals that
may or may not be  economically mineable. A mineable reserve  is that part of  a
mineral  deposit that  has been drilled  sufficiently to define  the tonnage and
grade and that may be extracted at a profit. Mineral deposits do not qualify  as
commercially mineable ore bodies ("proven and probable" mineable reserves) under
Securities  and  Exchange  Commission  rules  until  a  final  and comprehensive
economic, technical  and  legal  feasibility study  based,  upon  adequate  test
results, is concluded.
 
    MINING.   While the Company's past  ore production has come principally from
open pit  mines,  the Company's  current  ore production  comes  primarily  from
underground  mining. Surface mining was terminated in  the Main Pit in July 1995
after  a   geotechnical  monitoring   program  indicated   that  continued   pit
 
                                       2
<PAGE>
mining would likely destabilize the pit wall. As a result, approximately 239,000
tons  of ore averaging  0.153 ounces per ton,  or approximately 36,600 contained
ounces of gold,  were abandoned in  the pit  bottom. The Company  wrote off  the
unamortized  cost of various assets that were  expected to be recovered from the
remaining ore reserves. See "Management's  Discussion and Analysis of  Financial
Condition and Results of Operations -- Results of Operations."
 
    The  Getchell Underground mine  began commercial production  on May 1, 1995,
and the  Company anticipates  that the  majority of  mining activities  will  be
underground  for the foreseeable future. Stockpiles of lower grade ores, created
during the active life  of the Main Pit,  together with current production  from
the Getchell Underground mine will furnish mill feed until additional refractory
ore  sources, such as the Turquoise Ridge  ore body, can be put into production.
There is sufficient stockpile material to feed the mill at normal milling  rates
for  approximately  1  3/4 years  assuming  current milling  rates  and expected
production rates from the  Getchell Underground mine.  Stockpile ore grades  are
lower than what was typically produced from the Main Pit in recent years.
 
    HEAP  LEACH  Prior to July 1995, the  Company mined oxide ores from open pit
mines at the  Getchell Property and  processed them by  heap leaching. No  oxide
ores  were mined  during the  Interim Period  due to  exhaustion of  known oxide
reserves in June 1995. However, the heap leach operation continues to leach ores
stacked in earlier periods to recover residual gold. Recent exploration  efforts
have  identified various small  oxide pods on the  Getchell Property and limited
oxide mining resumed in early 1996.
 
    GETCHELL UNDERGROUND MINE (Referred to as the Getchell Main Underground mine
in prior periods).  Operations at the  Getchell Underground mine  were the  main
focus of the Company's attention during the Interim Period. In January 1995, the
Company  assumed  full  mining  duties from  an  independent  underground mining
contractor and implemented  a program  to enhance the  mine's operations.  Staff
enhancements  were made with particular  attention to mine planning, engineering
and an  underground operations  staff.  To facilitate  achievement of  near  and
long-term  production goals, the Company has leased additional equipment and has
made additions to the mine work force.
 
    During the six months ended December 31, 1995, production from the  Getchell
Underground  Mine  averaged approximately  1,000  tons of  ore  per day  with an
average gold grade of 0.295 ounces per ton. The Company's mining rate goal is to
achieve output of 1,500 tons of ore per  day by the end of 1996. However,  there
can be no assurances that such goals will be reached. In the Interim Period, the
Getchell  Underground mine produced 172,381  tons of ore at  an average grade of
0.295 ounces per ton, or 50,908 contained ounces of gold.
 
    The Company has employed the "Drift and Fill" mining method in the  Getchell
Underground mine, which the Company has determined is appropriate for the ground
conditions  currently being  encountered. This  mining method  involves mining a
section of ore, which  is then backfilled with  cemented aggregate prior to  the
mining  of  the next  contiguous section  of the  ore body.  Higher productivity
mining methods are currently under review for future applications.
 
EXPLORATION AND DEVELOPMENT
 
    The Company's  exploration activities  are concentrated  exclusively on  the
Getchell  Property and include drilling, geological mapping, and geophysical and
geochemical surveys.  Prior  to fiscal  1994,  exploration was  oriented  toward
development  of  known  ore zones  and  evaluation of  the  numerous exploration
targets on the property. In fiscal 1994 and 1995, exploration concentrated along
the Turquoise Ridge  Fault, where the  high grade Turquoise  Ridge ore body  was
subsequently discovered.
 
    Limited  exploration of the rest of the Getchell Property has indicated deep
sulfide mineralization at Hansen Creek, located along the Getchell Fault to  the
south  of the  Main Pit, and  mixed oxide/sulfide mineralization  at Section 13,
located in the northeast corner of  the Getchell Property. Limited drilling  has
also  encountered gold  mineralization at  the Powder  Hill area.  Several other
exploration targets  have been  identified at  the Getchell  Property and  await
exploration drilling.
 
                                       3
<PAGE>
    At  the Getchell Underground  mine, the ore  body remains open  at depth and
along strike. Development drilling during 1996 will concentrate on deeper  parts
of  the Getchell Underground  ore body and  areas along strike  from the current
reserves.
 
    TURQUOISE RIDGE.  Based on the MRDI Study Summary issued in September  1995,
the Company announced a new probable reserve consisting of 3.712 million tons of
ore  with an average  grade of 0.338  ounces per ton  or 1.254 million contained
ounces of gold. Subsequent analysis of the earlier drill results have  increased
probable reserves to 1.44 million contained ounces.
 
    The  MRDI Study focused on one area of drill intersections from a portion of
the Turquoise Ridge  Fault on the  Getchell property. The  MRDI Study was  based
upon  the piercements of 51 drill holes, which were targeted to be positioned at
a nominal spacing  of 100  feet. Eight of  the drill  hole piercements  provided
close-spaced,  50-feet offsets.  There were  overall a  total of  81 drill holes
within the vicinity  of the Turquoise  Ridge. However, a  number of  mineralized
intercepts  exist in the periphery of the study area which were not incorporated
into the MRDI Study. In  order to ensure the integrity  of the database used  to
support  resource estimation and  mine planning, more  than 10,000 drill samples
were sent  to  an  outside assay  lab  and  were then  passed  through  an  MRDI
control-quality  assurance protocol, designed  to monitor the  precision of gold
assays on a batch-by-batch basis.
 
    It is currently expected that two shafts will access the Turquoise Ridge ore
bodies. One shaft will serve as a production/service shaft and the other,  which
is  now under construction, will  serve as a ventilation  shaft and an emergency
exit. Development drilling and  a trial stoping program  will be conducted  from
the ventilation shaft until the production shaft is complete.
 
    The  MRDI Study estimates  that the capital required  to bring the Turquoise
Ridge underground mine into commercial production  at 2,000 tons of ore per  day
will  be approximately $85 million, to  be spent from approximately October 1995
through the  first  calendar quarter  of  1998. Under  the  timetable  presently
contemplated  by  the  Company,  initial  production  of  development  ore would
commence no earlier than  the end of 1997,  with full production anticipated  by
the end of 1998.
 
RESERVES
 
    Sulfide  reserves  assume  a  0.200 ounce  per  ton  cutoff  for underground
reserves (0.250 ounce per ton cutoff for the reserves announced with respect  to
Turquoise  Ridge during the Interim Period). Oxide reserves are based on a 0.010
cyanide soluble cutoff grade.
 
    Proven and probable mineable  ore reserves are  estimates of quantities  and
grades of ore which can be economically recovered based on assumptions of a $400
per ounce future gold price and projected future mining and milling costs. These
reserves  have been  prepared by the  Company and confirmed  by Mine Development
Associates or MRDI, independent mining consulting firms.
 
                                       4
<PAGE>
    The following table  sets forth the  proven and probable  mineable gold  ore
reserves located on the Getchell Property as of December 31, 1995.
 
                     PROVEN AND PROBABLE MINEABLE RESERVES
 
<TABLE>
<CAPTION>
                                                                                          CONTAINED
                                                                  ORE TONS      GRADE    GOLD OUNCES
                                                                ------------  ---------  ------------
<S>                                                             <C>           <C>        <C>
                                                                         (WEIGHTED AVERAGE)
Sulfide
  Getchell Underground........................................     3,883,000      0.344    1,335,580
  Turquoise Ridge.............................................     4,217,700      0.342    1,442,660
  Other.......................................................       298,900      0.231       69,000
  Stock Piles.................................................     1,231,800      0.096      118,490
                                                                ------------  ---------  ------------
Total Sulfide.................................................     9,631,400      0.308    2,965,730
Oxide
  Section 13..................................................     1,024,800      0.032       32,440
  Valmy Hill..................................................       834,000      0.020       16,700
                                                                ------------  ---------  ------------
Total Oxide...................................................     1,858,800      0.026       49,140
                                                                ------------  ---------  ------------
Total Reserves................................................    11,490,200      0.262    3,014,870
                                                                ------------  ---------  ------------
                                                                ------------  ---------  ------------
</TABLE>
 
OPERATIONS
 
    MILLING  PROCESS.   Economic gold  recoveries from  the sulfide  ores on the
Getchell Property  are attained  by  oxidizing the  ore  prior to  treatment  by
conventional  carbon in leach ("CIL") processes. The Company's mill was designed
and constructed to use high temperature pressure oxidation autoclaves to oxidize
sulfides  in  the  ore.  Prior  to  pressure  oxidation,  ore  is  ground  in  a
conventional  grinding circuit,  thickened to form  an ore  slurry, treated with
sulfuric acid  to remove  carbonate minerals  and preheated.  The preheated  ore
slurry  then  enters  the  autoclaves where  the  temperature  and  pressure are
increased and high purity  oxygen is added to  oxidize the sulfide minerals.  As
the ore slurry leaves the autoclaves, limestone and lime are added to adjust the
pH  and sodium cyanide is  added to the slurry in  small amounts to dissolve the
gold. The ore slurry is then transferred to a conventional CIL circuit where the
dissolved gold is adsorbed onto  carbon granules. Loaded carbon is  periodically
removed  from the cyanide circuit and processed to strip the gold. The stripping
process culminates in a  gold precipitate which is  collected in filter  presses
and  smelted into dore bars for shipment. The  Company was one of the first U.S.
gold companies to use autoclaves for  processing ore. The Company believes  that
autoclaves  are presently  the most effective  available method  for milling the
Getchell Property sulfide ores.
 
    The mill was  designed to  process an  average daily  nominal throughput  of
3,000  tons  at  an average  recovery  rate  of 89%.  Improvements  in operating
efficiencies have allowed the mill to exceed design capacity in recent years. In
the Interim Period, the  average daily mill throughput  was 3,215 tons and  gold
recovery  averaged 89.2%. Autoclave  availability averaged 91.6%  in the Interim
Period versus 90.2% in fiscal 1995.
 
    HEAP LEACHING PROCESS.  Heap leaching is a process used to recover gold from
naturally oxidized, permeable  ore. The  process involves the  percolation of  a
cyanide  solution through  crushed ore heaped  on an impervious  pad to dissolve
gold out of the ore. Since recovery rates from heap leaching are lower than from
conventional CIL milling, this process is not usually applied to high-grade ore.
Past heap leach recovery has averaged  approximately 70% of the cyanide  soluble
gold.
 
    Prior  to July 1995, the Company mined oxide ores from open pit mines at the
Getchell Property and processed them by heap leaching. No oxide ores were  mined
during  the Interim  Period due  to exhaustion of  known oxide  reserves in June
1995. However,  the heap  leach operation  continues to  leach ores  stacked  in
earlier  periods  to  recover  residual gold.  Recent  exploration  efforts have
identified various small oxide pods on  the Getchell Property and limited  oxide
mining resumed in early 1996.
 
                                       5
<PAGE>
    PRODUCTION.   The following table sets  forth selected information about the
Company's production of gold in the Interim Period.
 
<TABLE>
<CAPTION>
                                                                      SULFIDE ORE
                                                              ----------------------------
                                                                             GETCHELL          TOTAL
                                                              STOCKPILE  UNDERGROUND MINE   SULFIDE ORE
                                                              ---------  -----------------  -----------
<S>                                                           <C>        <C>                <C>
Tons Processed..............................................    419,117        172,381         591,498
Grade.......................................................      0.104          0.295           0.160
</TABLE>
 
    ANCILLARY FACILITIES  AND RAW  MATERIALS.   Oxygen,  which  is used  in  the
autoclaves, is supplied under a long-term agreement by an independent contractor
who  owns and operates a  plant at the mill site.  The agreement has a remaining
term of approximately  8 years. Payments  were $3.5 million  in fiscal 1995  and
$1.5  million  in  the  Interim  Period.  Supplemental  liquid  oxygen  has been
purchased and delivered via truck in the past when mill needs exceed the  oxygen
plant  output.  There were  no material  amounts  of supplemental  liquid oxygen
purchased during the Interim Period.
 
    Electricity is provided by an independent utility company under an  electric
services  agreement. The mill uses reclaimed water pumped from the tailings pond
and from the dewatering of the pits. Makeup water for the milling process  comes
from  two wells located  on the Getchell Property  approximately four miles from
the plant. A  limestone deposit located  on the Getchell  Property is mined  and
stockpiled by an independent contractor for use in the milling process.
 
    Other  materials necessary in the milling process, such as sodium hydroxide,
sulfuric acid,  lime, carbon,  propane  and sodium  cyanide, are  available  for
purchase  from more than  one supplier and  are hauled by  truck to the Getchell
Property. These  materials  may be  subject  to  shortages from  time  to  time,
resulting in higher costs.
 
    The  Company has constructed a tailings dam and pond on 172 acres of land on
the property. In June  1995, the Company  substantially completed an  additional
lift  increasing the capacity at the tailings pond. Additional lifts to increase
capacity will be constructed as needed. The pond is lined with a synthetic liner
and is  designed  to  accommodate  run-off  from  a  100-year  flood  event  and
reasonably expected seismic activity for the site.
 
SALES AND MARKETING
 
    During  the Interim  Period, the Company's  dore was refined  and sold under
contract to Metalor USA Refining Corporation ("Metalor") of North  Attleborough,
Massachusetts,  a wholly owned subsidiary of Swiss Bank Corporation. The Company
believes that there are a number of potential purchasers in addition to Metalor.
Total  ounces  of  gold  sold  were  85,627,  199,237  (which  includes   14,939
development  phase  ounces from  the  Getchell Underground  mine),  243,826, and
210,644 for the  Interim Period, fiscal  1995, 1994 and  1993, respectively.  Of
these  sales, none were exported  in the Interim Period  and fiscal 1995, and 7%
and 28% were exported (to France) in fiscal 1994 and 1993, respectively.
 
HEDGING ACTIVITIES
 
    The Company currently uses spot deferred contracts in its hedging program to
protect earnings  and cash  flows. These  transactions have  been designated  as
hedges  of the price  of future production  and are accounted  for as such. Spot
deferred contracts are agreements  between a seller  and a counterparty  whereby
the  seller commits to deliver a set quantity  of gold on an established date in
the future and at an agreed upon  price. The established forward price is  equal
to  the  current  spot  gold price  on  the  day the  agreement  is  signed plus
"contango." Contango is equal  to the difference  between the prevailing  market
rate  for  cash  deposits less  the  gold  lease rate,  for  comparable periods.
Contango rates ranged from 5.4% to a negative 0.25% during the Interim Period.
 
    At the scheduled future delivery date, the seller may, at the option of  the
counterparty, deliver gold and thereby fulfill the contract or defer delivery to
a  future date. This option allows the seller to maximize the price realized. If
the spot price on the delivery date is greater than the contract price, delivery
on the contract is deferred to  a new forward date and  the gold is sold at  the
higher  spot price.  If the  spot price  is lower  than the  contract price, the
delivery is made against the contract and the higher contract price is realized.
 
                                       6
<PAGE>
    Each time a seller defers delivery, the forward sales price is increased  by
the  then prevailing contango for  the next period out  to the newly established
forward delivery  date. Generally,  the counterparty  will allow  the seller  to
continue  to  defer  contract  deliveries  providing  that  there  is sufficient
scheduled  production  from  proven  and   probable  reserves  to  fulfill   the
commitment.  During the Interim Period, fiscal 1995 and fiscal 1994, the Company
deferred delivery on contracts representing  16,000, 70,100 and 244,000  ounces,
respectively.
 
    At  December 31,  1995, the Company  had spot deferred  contracts on 104,100
gold ounces  which are  scheduled  to be  delivered  throughout 1996  at  prices
ranging  from $388 to  $421 per gold  ounce. The Company  intends to continue to
defer delivery into future periods when the spot market price is higher than the
spot-deferred contract price. Based on the market price of gold at December  31,
1995, the unrealized gain on the contracts is $1.6 million.
 
    Risk  of loss with these forward  sales and purchases agreements arises from
the possible  inability  of a  counterparty  to  honor contracts  and  from  the
Company's  potential inability to  deliver gold. Nonperformance  by any party to
the financial instruments is not anticipated.
 
    In fiscal 1994 and 1993,  the Company had a 150,000  ounce gold loan with  a
predetermined  price  of  $475 per  ounce,  and  a related  fixed  forward sales
arrangement covering 202,600 gold  ounces. Under the gold  loan, in fiscal  1994
and  1993 the Company delivered 20,625 and 28,125 gold ounces. Under the forward
sales arrangement, the Company delivered 47,000 and 40,000 gold ounces in fiscal
1994 and 1993, respectively, at $400 per gold ounce. All commitments under these
agreements were fulfilled at June 30, 1994.
 
GOVERNMENT REGULATION
 
    The  mining  operations  of  the  Company  are  subject  to  inspection  and
regulation  by the  Mine Safety and  Health Administration of  the Department of
Labor ("MSHA") under  provisions of the  Federal Mine Safety  and Health Act  of
1977.  The  Occupation  and  Safety  Health  Administration  ("OSHA")  also  has
jurisdiction over safety  and health standards  not covered by  MSHA. It is  the
Company's policy to comply with the directives and regulations of MSHA and OSHA.
 
    All  of the Company's exploration, development and production activities are
subject to regulation under one or more of the various environmental laws. These
laws address emissions to  the air, discharges to  water, management of  wastes,
management  of hazardous substances, protection of natural resources, protection
of antiquities  and  reclamation of  lands  which  are disturbed.  Many  of  the
regulations  also require permits  to be obtained  for the Company's activities;
these permits  normally are  subject  to public  review processes  resulting  in
public  approval of the  activity. It is  possible that future  changes in these
laws or  regulations could  have a  significant impact  on some  portion of  the
Company's  business, causing those activities to be economically re-evaluated at
that time.
 
    During the past three years, the United States Congress considered a  number
of  proposed  amendments to  the General  Mining  Law of  1872, as  amended (the
"General Mining Law"),  which governs  mining claims and  related activities  on
federal  lands.  In 1992,  a  holding fee  of $100  per  claim was  imposed upon
unpatented mining claims located on federal  lands. In October 1994, a  one-year
moratorium on processing of new patent applications was approved. In addition, a
variety of legislation is now pending before the United States Congress to amend
further  the General  Mining Law.  The proposed  legislation would,  among other
things, change the current patenting procedures, impose royalties, and enact new
reclamation, environmental controls  and restoration  requirements. The  royalty
proposals  range from a 2% royalty on "net  profits" from mining claims to an 8%
royalty on modified  gross income/net smelter  returns. The extent  of any  such
changes  is not  presently known and  the potential  impact on the  Company as a
result of  future congressional  action is  difficult to  predict. The  proposed
changes  to the General Mining Law  could adversely affect the Company's ability
to economically develop mineral resources  on federal lands. Other than  various
exploration  areas, all  of the  Company's existing  mining operations  occur on
private or patented property.
 
ENVIRONMENTAL MATTERS AND SAFETY
 
    ENVIRONMENTAL REGULATIONS.    Mining  is  subject  to  potential  risks  and
liabilities  associated with  pollution of the  environment and  the disposal of
waste  products   occurring   as   a   result   of   mineral   exploration   and
 
                                       7
<PAGE>
production.  Environmental liability may result from mining activities conducted
by others  prior  to  the  Company's ownership  of  a  property.  Insurance  for
environmental  risks  (including  potential  liability  for  pollution  or other
hazards as a result of the disposal of waste products occurring from exploration
and production) is not generally available at a reasonable price to the  Company
or  to other companies within the industry. To the extent the Company is subject
to environmental liabilities, the payment of such liabilities would reduce funds
otherwise available to the Company and  could have a material adverse effect  on
the Company. Should the Company be unable to fully fund the cost of remedying an
environmental  problem, the Company  might be required  to suspend operations or
enter into  interim  compliance  measures pending  completion  of  the  required
remedy.  The potential  exposure may  be significant  and could  have a material
adverse effect on the Company.
 
    In the  context  of  environmental permitting,  including  the  approval  of
reclamation  plans, the Company must comply with standards, laws and regulations
which may entail greater or lesser costs  and delays depending on the nature  of
the activity to be permitted and how stringently the regulations are implemented
by the permitting authority. It is possible that the costs and delays associated
with  compliance with such laws, regulations  and permits could become such that
the Company would not proceed with the development of a project or the operation
or further development of a mine. Laws and regulations involving the  protection
and  remediation of  the environment are  constantly changing  and are generally
becoming more restrictive.  The Company  has made, and  expects to  make in  the
future, significant expenditures to comply with such laws and regulations.
 
    Pending  bills which affect environmental  laws applicable to mining include
versions which may substantially alter the Clean Water Act, Safe Drinking  Water
Act,  Endangered  Species  Act  and  a  bill  which  will  introduce  additional
protection  of  wetlands  (Wetlands  Protection  and  Management  Act).  Adverse
developments  and operating requirements in these  acts could impair the ability
of the Company  as well  as others to  develop mineral  resources. Revisions  to
current versions of these bills could occur prior to passage.
 
    The  Environmental Protection Agency ("EPA")  continues the development of a
solid waste regulatory program specific to mining operations under the  Resource
Conservation  and Recovery  Act ("RCRA").  Of particular  concern to  the mining
industry is  a proposal  by  the EPA  titled  "Recommendation for  a  Regulatory
Program  for  Mining  Waste  and  Materials Under  Subtitle  D  of  the Resource
Conservation and  Recovery Act"  ("Strawman II")  which, if  implemented,  would
create  a system  of comprehensive federal  regulation of the  entire mine site.
Many of these requirements would  be duplicative of existing state  regulations.
Strawman II, as currently proposed, would regulate not only mine and mill wastes
but also numerous production facilities and processes which could limit internal
flexibility  in operating a mine. To implement  Strawman II as proposed, the EPA
must seek additional statutory authority, which  is expected to be requested  in
connection with Congress' reauthorization of RCRA.
 
    The  Company  is also  subject to  regulations  under (i)  the Comprehensive
Environmental Response,  Compensation and  Liability Act  of 1980  ("CERCLA"  or
"Superfund")  which  regulates  and  establishes liability  for  the  release of
hazardous  substances  and  (ii)  the  Endangered  Species  Act  ("ESA")   which
identifies  endangered species of plants and animals and regulates activities to
protect these species and their habitats. Revisions to CERCLA and ESA are  being
considered  by Congress;  the impact  on the Company  of these  revisions is not
clear at this time.
 
    Environmental laws and regulations may also  have an indirect impact on  the
Company,  such as increased cost for electricity  due to acid rain provisions of
the Clean Air Act Amendments of 1990.  Charges by refiners to which the  Company
sells  its metallic concentrates and  products have substantially increased over
the past  several  years because  of  requirements that  refiners  meet  revised
environmental  quality standards. The Company has  no control over the refiners'
operations or their compliance with environmental laws and regulations.
 
    ENVIRONMENTAL COMPLIANCE AND CAPITAL COSTS.  The Company incurred compliance
costs of $568,000,  $530,000, $292,000 and  $216,000 in the  Interim Period  and
fiscal  1995,  1994  and  1993,  respectively,  in  connection  with permitting,
monitoring for compliance with  pollution control requirements, reclamation  and
waste management.
 
                                       8
<PAGE>
    Capital  expenditures  for  environmental protection  were  $231,000  in the
Interim Period. Such capital  expenditures are expected  to be approximately  $4
million  in 1996, reflecting  a periodic enlargement of  the tailings dam. These
projected expenditures are based on laws and regulations currently in effect and
should not  have  a  material  adverse  effect  on  the  Company's  earnings  or
competitive position.
 
    RECLAMATION.   The Company accrues  for environmental liabilities associated
with reclamation  and closure  costs over  the productive  lives of  its  mines.
Activities  which result in  reclamation costs are the  permanent closure of the
mining and mineral processing operations  and reclamation of the disturbed  land
to  a productive  use. Permanent closure  and reclamation  activities take place
concurrently with and after  the productive life  of the operations.  Activities
which  result in closure costs after permanent closure and reclamation relate to
monitoring. The Company conducts concurrent reclamation activities. The  Company
anticipates  making additional accruals during  the remaining productive life of
the operations.  Current  insurance  coverage does  not  cover  reclamation  and
closure costs.
 
    The  uncertainties  related to  reclamation  and closure  costs  result from
unknown future  additional  regulatory  requirements,  significant  new  surface
disturbances  or additional mineral processing  facilities and the potential for
recognition in the future of  additional activities needed for reclamation.  The
technologies  for reclamation  are evolving during  the life  of the operations.
Periodic review  of the  activities and  costs for  reclamation, and  consequent
adjustments to the ongoing accrual, are conducted.
 
    In  accordance with the State of Nevada Division of Environmental Protection
("NDEP"), the Company has submitted a plan to the NDEP for the eventual  closure
and   reclamation  of  the  Getchell  Property  and  is  awaiting  approval  and
permitting. As of December  31, 1995, the total  estimated cost for  reclamation
and  eventual closure was  $4.8 million, of  which the Company  had accrued $3.0
million. The Company has  begun reclamation of  surface mining disturbances  and
anticipates  an  ongoing program  of reclamation  over  the next  several years.
Activities have included regrading, revegetation and soil stabilization.
 
    SAFETY COMPLIANCE COSTS.  The Company incurred compliance costs of  $183,000
in the Interim Period related to safety and industrial hygiene.
 
COMPETITION
 
    The Company faces competition from other mining companies in connection with
the  acquisition  of  mineral interests  and  the recruitment  and  retention of
qualified employees. Many of the competitors have substantially larger financial
resources and produce substantially larger amounts  of gold. As such, it may  be
difficult  for the  Company to  obtain potential  development properties  in the
future on acceptable terms.
 
WORKING CAPITAL REQUIREMENTS AND SEASONALITY OF BUSINESS
 
    The Company  does not  expect seasonally-induced  changes in  the amount  of
working  capital  now  that  production  has shifted  from  open  pit  mining to
underground  operations.  In  prior   periods,  to  mitigate  potential   winter
weather-induced ore shortages at the mill, ore inventories were increased in the
fall, requiring more working capital during those periods.
 
                                       9
<PAGE>
                                     [MAP]
 
                                       10
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
 
    There are no pending legal proceedings to which the Company is a party or to
which any of its property is subject.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    None.
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
    The  Company's common  stock is traded  on the Nasdaq  National Market under
"FRMG" and on the Toronto  Stock Exchange under the  symbol "FSM". The high  and
low  recorded prices of the Company's common stock during each quarter of fiscal
1994, 1995 and the six months ended December 31, 1995 are presented in the table
below. No  dividends  have been  declared  since the  Company's  initial  public
offering in May 1988, and dividends are not anticipated for the near future. The
Company  intends to  retain earnings to  support current operations  and to fund
exploration  and   development   projects.  There   were   approximately   6,000
stockholders of record as of March 1, 1996.
<TABLE>
<CAPTION>
                             FISCAL 1994                                 HIGH        LOW
                                                                       ---------  ---------
<S>                                                                    <C>        <C>
First Quarter........................................................  $    8.00  $    5.13
Second Quarter.......................................................  $    8.00  $    5.13
Third Quarter........................................................  $    8.63  $    5.94
Fourth Quarter.......................................................  $    7.88  $    6.25
 
<CAPTION>
 
                             FISCAL 1995
<S>                                                                    <C>        <C>
First Quarter........................................................  $    8.75  $    6.25
Second Quarter.......................................................  $   10.50  $    8.00
Third Quarter........................................................  $   10.13  $    7.75
Fourth Quarter.......................................................  $   21.00  $    9.75
<CAPTION>
 
                          SIX MONTHS ENDED
                          DECEMBER 31, 1995
<S>                                                                    <C>        <C>
Quarter ended 9/30/95................................................  $   25.00  $   19.50
Quarter ended 12/31/95...............................................  $   23.75  $   17.63
</TABLE>
 
                                       11
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
 
<TABLE>
<CAPTION>
                                                      SIX MONTHS
                                                        ENDED                   FISCAL YEARS ENDED JUNE 30
                                                     DECEMBER 31,  -----------------------------------------------------
                                                         1995        1995       1994       1993       1992       1991
                                                     ------------  ---------  ---------  ---------  ---------  ---------
<S>                                                  <C>           <C>        <C>        <C>        <C>        <C>
                                                                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA (FOR THE PERIOD):
Net Sales..........................................   $   34,425   $  71,485  $  95,150  $  78,773  $  83,048  $  73,464
Cost of sales......................................       35,956      69,775     82,131     75,254     71,664     67,504
                                                     ------------  ---------  ---------  ---------  ---------  ---------
        Gross margin...............................       (1,531)      1,170     13,019      3,519     11,384      5,960
Exploration expenses...............................          628       3,776      4,049      2,803      1,142      1,347
Abandonment and impairment of mineral properties...            0      11,531          0        256          0          0
Selling, general & administrative expenses.........        2,054       2,659      1,745      2,021      2,368      2,073
                                                     ------------  ---------  ---------  ---------  ---------  ---------
        Earnings (loss) from operations............       (4,213)    (16,256)     7,225     (1,561)     7,874      2,540
Interest and other income..........................          936         132        150        180        356        392
Interest expense, net..............................       (2,634)     (1,805)    (1,776)    (1,705)    (2,302)    (2,906)
                                                     ------------  ---------  ---------  ---------  ---------  ---------
Earnings (loss) before income taxes................       (5,911)    (17,929)     5,599     (3,086)     5,928         26
Income tax expense (benefit).......................         (884)        428      1,300       (617)     1,671        (63)
                                                     ------------  ---------  ---------  ---------  ---------  ---------
Earnings (loss) before cumulative effect of change
  in accounting principle..........................       (5,027)    (18,357)     4,299     (2,469)     4,257         89
Cumulative effect of change in accounting
  principle........................................            0           0      1,350          0          0          0
                                                     ------------  ---------  ---------  ---------  ---------  ---------
        Net earnings (loss)........................   $   (5,027)  $ (18,357) $   5,649  $  (2,469) $   4,257  $      89
                                                     ------------  ---------  ---------  ---------  ---------  ---------
                                                     ------------  ---------  ---------  ---------  ---------  ---------
Earnings (loss) per common share before cumulative
  effect of accounting change......................        (0.25)      (1.01)      0.24      (0.14)      0.24       0.00*
Cumulative effect of accounting change.............         0.00        0.00       0.07       0.00       0.00       0.00
                                                     ------------  ---------  ---------  ---------  ---------  ---------
        Total earnings (loss) per common share.....   $    (0.25)  $   (1.01) $    0.31  $   (0.14) $    0.24  $    0.00*
                                                     ------------  ---------  ---------  ---------  ---------  ---------
                                                     ------------  ---------  ---------  ---------  ---------  ---------
BALANCE SHEET DATA (AT END OF THE PERIOD):
Working capital (deficit)..........................   $  124,150   $   5,722  $  12,981  $  (6,931) $    (843) $  (4,629)
Net property, plant and equipment..................       79,844      67,689     66,798     75,360     72,380     84,029
Total assets.......................................      210,493      85,120     88,747     92,238     93,348    104,344
Gold loan..........................................            0           0          0      9,800     23,163     40,980
Notes payable to First Mississippi.................       23,771      40,900     29,339     23,635     14,237     13,140
Stockholders' equity...............................      164,264      31,744     49,719     44,068     46,102     41,844
OPERATING DATA (FOR THE PERIOD):
Ounces of Gold Produced:
Mill...............................................       82,691     166,937**   215,363   186,799    196,877    164,213
Heap Leach.........................................        2,936      17,361     28,463     23,666     21,871     21,580
                                                     ------------  ---------  ---------  ---------  ---------  ---------
        Total......................................       85,627     184,298**   243,826   210,465    218,748    185,793
Ounces of gold sold................................       85,627     184,298**   243,826   210,644    218,821    185,540
Average Realized price per Ounce...................   $      402   $     388  $     390  $     374  $     380  $     396
Average Market price per Ounce.....................   $      385   $     385  $     379  $     346  $     352  $     373
Cash Costs per Ounce:
Mill...............................................   $      379   $     327  $     290  $     290  $     262  $     299
Heap Leach.........................................   $      144   $     318  $     183  $     202  $     166  $     227
</TABLE>
 
------------
 * Less than $0.01 per share.
** Excludes 14,939 development ounces from the Getchell Underground mine.
 
    The  above selected historical financial data  should be read in conjunction
with the Consolidated Financial  Statements and the Notes  thereto on pages  F-1
through  F-18 and "Management's  Discussion and Analysis  of Financial Condition
and Results of Operations" contained herein.
 
                                       12
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
 
INTRODUCTION
 
    This Management's Discussion and Analysis of Financial Condition and Results
of  Operations should  be read  in conjunction  with the  Consolidated Financial
Statements of the Company and the Notes thereto on pages F-1 through F-18.
 
OVERVIEW
 
    The information  set  forth  in "Management's  Discussion  and  Analysis  of
Financial  Condition and Results  of Operation" below  includes "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933,  as
amended  (the "Securities Act"),  and is subject  to the safe  harbor created by
that  section.  Factors  that  realistically  could  cause  results  to   differ
materially  from those projected in the forward looking statements are set forth
in "Management's Discussion and Analysis  of Financial Condition and Results  of
Operations -- Risk Factors."
 
CHANGE IN FISCAL YEAR-END
 
    The  Company's fiscal year-end has been changed from June 30 to December 31.
As a  result, the  accompanying financial  statements and  following  discussion
present  results for a six month "Interim  Period" from July 1, 1995 to December
31, 1995.
 
SIX MONTHS ENDED DECEMBER 31, 1995 COMPARED TO
  SIX MONTHS ENDED DECEMBER 31, 1994
 
    RESULTS OF OPERATIONS.  Results for the six-month period ended December  31,
1995  (Interim  Period), were  a  net loss  of  $5.0 million  ($0.25  per share)
compared to a  loss of $1.3  million ($0.07  cents per share)  in the  six-month
period  ended December  31, 1994.  Lower sales volumes,  due to  lower mill feed
grades, were largely  responsible for  the larger  loss in  the current  period.
Increased  use of  lower grade stockpile  ores caused the  lower grades. Charges
related  to  the  spin-off  and  associated  short-term  financing  costs   also
contributed to the current period's lower earnings.
 
    SALES.   Sales for  the Interim Period  dropped to $34.4  million from $38.0
million in the six months  ended December 31, 1994.  Lower output from both  the
mill and heap leach contributed to the decline.
 
    Mill  production was lower due to lower feed grades. Even with approximately
1,000 tons per day of  high grade underground ore  entering the mill during  the
Interim  Period,  the  low  grade  stockpile ores  used  to  meet  mill capacity
requirements reduced the average grade below what it was during the same  period
a  year  ago  when  Main Pit  ores  were  still being  milled.  Heap  leach gold
production for the six months consisted of residual recoveries from ores stacked
on pads in earlier periods, and as such was substantially lower than in the same
six-month period of the prior fiscal year. There were no new oxide ores mined in
the Interim Period.
 
    Realized gold prices increased to $402 per ounce in the Interim Period  from
$385  per  ounce  in the  same  period last  year,  but the  price  increase was
insufficient to offset  the drop  in gold  output. Hedging  contributed $17  per
ounce  to the realized price in the Interim Period. There were no hedge revenues
nor losses in the six months ended December 31, 1994.
 
    During the six month Interim Period, hedges for 63,000 ounces were closed at
an average  price of  $393  per ounce,  contributing  $403,000 to  revenues.  In
addition  $1.1  million  of deferred  hedging  revenues were  recognized  due to
rolling  of  scheduled  deliveries  into  future  periods  under  spot  deferred
agreements.
 
    COST  OF SALES.   Cost of sales  during the Interim  Period were essentially
unchanged from the same period a year ago, but slightly higher sulfide operating
costs were offset by lower  heap leach costs due to  cessation of mining at  the
heap leach operation.
 
    Total  cost per ounce for  the Interim Period rose to  $420 from $362 in the
six months ended December  31, 1994 reflecting lower  unit output from the  mill
and  the heap leach. Cash  cost per ounce showed a  similar pattern for the same
reasons, rising to $371 per ounce from $293 in the same period a year ago.
 
                                       13
<PAGE>
    It is anticipated that  unit costs per  ounce will decrease  in 1996 as  the
Getchell  Underground mine accesses higher grade  ore zones, and as daily output
rises during the  year. Further cost  reductions are expected  in 1996 when  the
second portal is completed into the Getchell Underground mine and from scheduled
improvements in underground support facilities.
 
    EXPLORATION.   Exploration expenses for the Interim Period were down sharply
from the same period a  year ago. The major factor  in the drop was a  temporary
hiatus  in drilling during the Interim  Period while various geophysical surveys
were performed to  identify and prioritize  drill targets for  1996. The  target
identification  phase  was completed  near  the end  of  the Interim  Period and
drilling has resumed. (see "Outlook" below).
 
    SELLING, GENERAL AND  ADMINISTRATIVE.  Selling,  general and  administrative
costs  were higher in  the Interim Period  reflecting a higher  range of overall
activity related to  the spin-off  of the  Company from  First Mississippi  (see
discussion  below)  and  the  Turquoise  Ridge  Feasibility  study. Professional
services, travel and various insurance costs contributed to the increase.
 
    INTEREST AND  OTHER INCOME.    The increase  in  Interest and  Other  Income
reflects  higher interest  income on higher  cash balances  following the equity
offering in November (see "Liquidity  and Capital Resources" below), and  higher
royalty income.
 
    INTEREST  EXPENSE.   Interim Period  interest expense  was up  from the same
period of the prior year due to  higher balances on the First Mississippi  notes
during  the first  half of  the Interim Period  and due  to loan  fees on bridge
financing required to carry the Company from the spin-off in October 1995  until
the equity issue in November 1995.
 
HISTORICAL RESULTS OF OPERATIONS
 
    SALES.   Sales in  fiscal 1995 fell  to $71.5 million  from $95.2 million in
fiscal 1994 due  to lower  volume and  lower ore grades  in both  the oxide  and
sulfide  operations. Oxide ore  grades dropped as the  Turquoise Ridge Oxide Pit
came to the end  of its scheduled  productive life in  the fourth quarter.  Mill
feed grades were lower due to increased milling of lower grade stockpile ores.
 
    Realized  gold  prices  of $388  per  ounce  in fiscal  1995  were basically
unchanged from $390  in fiscal 1994  and compared  to $374 per  ounce in  fiscal
1993.  The Company's  hedging program contributed  $3 per ounce  to the realized
price in fiscal 1995, $11 per ounce in  fiscal 1994 and $28 per ounce in  fiscal
1993.  Fiscal  1994 sales  of  $95.2 million  were  up substantially  from $78.8
million in fiscal  1993 due  primarily to  high grade  North Pit  ore mined  and
milled  in fiscal 1994. Mill feed grades  averaged 0.175, 0.203 and 0.169 ounces
per ton in fiscal 1995, fiscal 1994 and fiscal 1993, respectively.
 
    During fiscal  1995, hedges  for  169,900 ounces  were closed  against  spot
deferred  contracts at  an average  price of  $392 per  ounce, contributing $0.6
million to revenues as compared to 3,000 ounces delivered against spot  deferred
contracts at $375 per ounce in fiscal 1994. Sales in fiscal 1994 and fiscal 1993
reflected  gold loan payments of 20,625 and 28,125 ounces, respectively, at $475
per ounce. In addition,  in fiscal 1994 and  fiscal 1993, the Company  exercised
hedges  for the sale of 47,000 and  40,000 ounces of gold, respectively, at $400
per ounce under terms of a gold loan related hedging program. At June 30,  1995,
147,100 ounces were hedged, using spot deferred contracts, for delivery over the
next 11 months at an average price of $401 per ounce.
 
    COSTS  OF SALES.  Total cost of sales  in fiscal 1995 was down $12.4 million
(15%) from  fiscal 1994,  largely due  to lower  depreciation and  mining  costs
associated  with the lower grade stockpile ores milled during the year. Although
total cost of sales was down, total cost per ounce increased from $337 per ounce
in fiscal 1994 to $379 per ounce in fiscal 1995 due to lower mill throughput and
reduced grades at  both the heap  leach facility  and the mill.  Cash costs  per
ounce  were $326 in fiscal 1995 compared to $278 in fiscal 1994, up due to lower
production levels in fiscal 1995.  Total costs of sales  in fiscal 1994 were  up
$6.9 million (9%) from fiscal 1993, principally due to the costs associated with
a  16% increase in annual  production. Total cost per  ounce was lower in fiscal
1994 than in fiscal 1993 due to the sharp increase in unit production in  fiscal
1994.
 
                                       14
<PAGE>
    EXPLORATION.   Exploration expenses in fiscal 1995 of $3.8 million were down
from $4.0  million in  fiscal 1994  and up  from $2.8  million in  fiscal  1993.
However,  total exploration and development  expenditures, including drill costs
capitalized at Turquoise Ridge  after September 1994, were  up sharply to  $10.7
million  in fiscal  1995 from $5.7  million in  fiscal 1994 and  $3.7 million in
fiscal 1993. The significant increase is  largely a reflection of the  increased
scope  of  activity at  Turquoise Ridge  as  well as  drilling on  various other
exploration targets on the Getchell Property.
 
    ABANDONMENTS AND IMPAIRMENTS.  Abandonments and impairments in fiscal  1995,
which  totalled $11.5 million, included a  $2.4 million non-cash write-off of an
inactive silver exploration property in New  Mexico and a $9.1 million  non-cash
write-down of assets associated with the Main Pit. The silver property write-off
was  in response to the continued low  price of silver, unsuccessful attempts in
the fourth  quarter to  find a  buyer for  the property  and the  commitment  of
exploration  and  development to  Turquoise  Ridge. Capitalized  pit development
costs and deferred stripping  costs were written  off as a  result of the  early
shut-down  of the Main  Pit due to a  geotechnical monitoring program indicating
that continued mining would likely destabilize the pit wall.
 
    SELLING, GENERAL AND ADMINISTRATIVE.  SG&A costs were $2.7 million in fiscal
1995, up from $1.7 million in fiscal  1994 and $2.0 million in fiscal 1993.  The
increase  in  fiscal  1995  was  primarily due  to  increases  in  personnel and
activities relating to the spin-off of the Company's common stock held by  First
Mississippi  Corporation. Legal  and professional  services also  were higher in
response to the  anticipated spin-off and  certain financing activities.  Fiscal
1995 salaries, benefits and moving charges increased from the prior fiscal year,
reflecting the hiring of additional corporate officers. SG&A costs were lower in
fiscal  1994 than in fiscal 1993 due  to reductions in staff personnel and lower
moving, recruiting and professional services costs.
 
    INTEREST AND OTHER INCOME.  Interest  and other income totaled $0.1  million
in  fiscal 1995,  essentially unchanged from  the two prior  fiscal years. Other
income includes gains  on sale of  excess equipment, minor  royalties and  other
miscellaneous income.
 
    INTEREST  EXPENSE.  Total obligations payable to First Mississippi increased
to $43.2 million, including $2.3 million  of current payables, at June 30,  1995
from  $30.2 million at  the end of fiscal  1994 and $24.3 million  at the end of
fiscal 1993. Net interest expense of $1.8 million in fiscal 1995 was essentially
unchanged from the  prior two fiscal  years, but gross  interest expense  before
capitalization  of  interest was  $3.0 million  in fiscal  1995 or  $1.0 million
greater than fiscal 1994 and $1.2 million greater than fiscal 1993. The increase
was a  result  of higher  balances  on  the First  Mississippi  notes.  Interest
capitalized  during fiscal  years 1995,  1994 and  1993 amounted  to $1,159,000,
$221,000 and $43,000, respectively. The increase from fiscal 1994 to fiscal 1995
was due primarily to development at the Getchell Main Underground Mine. Interest
costs of $1.2  million and $0.2  million on advances  from First Mississippi  to
fund  mine  development  projects  were capitalized  in  fiscal  1995  and 1994,
respectively. See "Liquidity and Capital Resources" below.
 
    INCOME TAXES; CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLES.  In July
1993, the Company adopted the  Financial Accounting Standards Board's  Statement
No.  109 "Accounting for Income Taxes"  ("Statement 109"). Adoption of Statement
No. 109 changed  the Company's method  of accounting for  income taxes from  the
deferred method required under APB Opinion 11 to the asset and liability method.
The Company opted to report the impact of this accounting change as a cumulative
effect  of change  in accounting principle  rather than to  restate prior years'
income tax  provisions. The  cumulative effect  on 1994's  income from  adopting
Statement  109 was a  $1.4 million tax  benefit. See Note  9 to the Consolidated
Financial Statements.
 
    Fiscal 1995 income  tax expense was  down from  the prior fiscal  year as  a
result of lower earnings, partially offset by $6.7 million in tax benefits which
were  not recorded  for operating losses  incurred because  their realization is
currently uncertain.
 
                                       15
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
 
    Until October 20, 1995,  the Company has financed  its operations from  cash
generated  from  operations, and  from loans  from  First Mississippi  who owned
approximately 81% of  the Company until  October 20, 1995.  On October 20,  1995
First  Mississippi spun-off their 81% ownership and  per terms of the IRS ruling
were thereafter prevented from advancing additional cash to the Company.
 
    Earlier borrowings from  First Mississippi included  $9.3 million in  fiscal
1995,  $1.2 million in fiscal 1994 and  $8.5 million in fiscal 1993. In addition
to the cash borrowings, $2.3 million was added to the First Mississippi notes in
fiscal 1995 for payment  of interest, bringing the  total obligations due  First
Mississippi to $43.2 million at June 30, 1995 (including $2.3 million of current
payable not included in the note).
 
    In  February 1995,  a single new  promissory note (the  "Note") was executed
with First Mississippi,  replacing all  notes in place  at that  date. The  Note
carried  an interest rate of prime plus 0.75 percent and accrued interest once a
year in February. The Note was due no  later than August 1, 1997. See Note 8  to
the  Consolidated Financial Statements. On September 24, 1995 the Note was again
renegotiated as part of  the spin-off agreements  with First Mississippi.  Under
the  new provisions, the Note,  due in September 2000,  carries a market rate of
interest based upon LIBOR and accrues interest during the five year period until
due.
 
    A total $8.9 million of cash was borrowed from First Mississippi during  the
Interim  Period and an  additional $2.7 million  of interest and  taxes due were
added to  the  Note  balance  bringing  the  total  amount  owed  on  the  First
Mississippi notes to $52.5 million in October immediately prior to the spin-off.
 
    In  anticipation  of  the planned  spin-off,  a $20  million  interim credit
facility was negotiated with  The Toronto-Dominion Bank  in September 1995.  The
proceeds  of this financing  were used to continue  development of the Turquoise
Ridge mine and  to meet daily  operating cash needs  following the spin-off  and
until  such time  as a  stock offering  was effected.  On October  20, 1995 $5.5
million was borrowed against this credit facility.
 
    In late 1995 the Company  issued a total of  7,475,000 common shares to  the
public  at  $19.50 per  share. Net  proceeds to  the Company  were approximately
$137.5 million. Of these proceeds, the Company repaid $5.5 million borrowed from
The Toronto Dominion Bank in  October 1995 and repaid  $15 million on the  notes
payable  to  First Mississippi  Corporation. The  payment to  First Mississippi,
along with a $13.9 million credit received from First Mississippi on October 20,
1995, per terms of  the Tax Sharing Agreement,  decreased the First  Mississippi
note balance to $23.8 million at December 31, 1995.
 
    Cash  provided by (used)  in operating activities  during the Interim Period
and fiscal years 1995, 1994 and  1993 were ($6.2 million), $16.0 million,  $21.9
million  and $18.3  million, respectively.  Cash used  by operations  during the
Interim Period is principally related to  lower sales, higher mining costs,  and
expenses  associated  with  the  spin-off.  The  decrease  in  cash  provided by
operating  activities  in  fiscal  1995  is  primarily  attributable  to   lower
production,  only slightly offset by reduced cost of sales as compared to fiscal
1994 in  which the  Company  experienced higher  grade  ore with  only  slightly
increased costs.
 
    Capital  expenditures were $10.7  million, $26.9 million,  $10.5 million and
$5.6 million  in  the Interim  Period  and fiscal  years  1995, 1994  and  1993,
respectively.  Capital  expenditures  during the  Interim  Period  included $3.5
million for the  Turquoise Ridge  mine, $5.0 million  for equipment  capitalized
development  costs at the  Getchell Underground mine, and  $2.2 million for mill
and other  improvements.  Capital  expenditures in  fiscal  1995  included  $3.6
million   for  general  mill  improvements,  $14.9  million  for  equipment  and
capitalized development costs at the Getchell Underground mine and $8.4  million
for development drilling and engineering at Turquoise Ridge.
 
    Several  pieces  of underground  mining equipment  were acquired  during the
Interim Period under capital  leases for use in  the Getchell Underground  mine.
Lease  obligations  incurred  in  connection with  this  equipment  totaled $5.5
million, payable over the next five years.
 
    Capital expenditures  for  fiscal 1996  are  estimated to  be  $57  million,
primarily related to the anticipated development of the Turquoise Ridge mine.
 
                                       16
<PAGE>
    At  December 31, 1995 the Company's cash and cash equivalents totaled $114.6
million. It  is  anticipated  that  this cash,  along  with  cash  generated  by
operations,  will be  sufficient to complete  the construction  of the Turquoise
Ridge Mine and  to meet  other capital  and operating  needs over  the next  two
years.
 
OUTLOOK.
 
    The  major focus of the  Company in the upcoming  year will be shaft sinking
and construction of  surface support  facilities for the  Turquoise Ridge  mine.
Current  plans envision initiation  of a second  shaft in the  second quarter of
1996 and the first shaft now under construction, is expected to be completed  by
early  1997. Initial production  of development ore is  expected no earlier than
the end of 1997.
 
    During 1996 exploration drilling  will focus on  the evaluation of  numerous
targets  on the  Getchell Property located  outside of the  known reserve areas.
Additional  drilling  is  planned  to   identify  extensions  of  the   Getchell
Underground reserves and to follow up on the Powder Hill mineralization.
 
    The mill will continue to process sulfide ores from the Getchell Underground
ore body, supplemented by stockpile ores as needed to keep the mill operating at
full  capacity.  Improvements  in  Getchell Underground  grades  and  output are
planned, and the Company's  mining rate goal  is to achieve  an output of  1,500
tons per day by year-end.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
    Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting  for
Stock-Based Compensation" (SFAS  123), was  issued by  the Financial  Accounting
Standards  Board  in October,  1995. SFAS  123 establishes  financial accounting
standards for stock-based employee compensation plans as well as transactions in
which the entity issues its equity instruments to acquire goods or services from
non-employees. This  statement  defines a  fair  market value  based  method  of
accounting  for  employee  stock  options  or  similar  equity  instruments, and
encourages all entities  to adopt  this method of  accounting for  all of  their
employee stock compensation plans. However, it also allows an entity to continue
to  measure compensation costs  for those plans using  the intrinsic value based
method of accounting  prescribed by APB  Opinion No. 25,  "Accounting for  Stock
Issued to Employees". Entities electing to remain with the accounting in Opinion
25 must make pro forma disclosures of net income and, if presented, earnings per
share,  as if the fair value-based method  of accounting defined by SFAS 123 had
been applied. SFAS 123  is applicable to fiscal  years beginning after  December
15,  1995. The Company  currently accounts for its  equity instruments using the
accounting prescribed by Opinion  25. The Company does  not currently expect  to
adopt  the accounting prescribed by SFAS  123; however, the Company will include
the disclosures required by SFAS 123 in future financial statements.
 
RISK FACTORS
 
GOLD PRICE VOLATILITY
 
    The Company's  profitability is  significantly affected  by changes  in  the
market  price of gold. Gold prices fluctuate widely and are affected by numerous
industry factors,  such  as  demand  for precious  metals,  forward  selling  by
producers,  central bank  sales and purchases  of gold, and  production and cost
levels in  major gold-producing  regions such  as South  Africa and  the  former
Soviet  Union. Moreover, gold prices are also affected by macro-economic factors
such as expectations for inflation, interest rates, currency exchange rates, and
global or regional political and economic situations. The current demand for and
supply of gold affect  gold prices, but  not necessarily in  the same manner  as
current  demand  and supply  affect  the prices  of  the other  commodities. The
potential supply of gold consists of new mine production plus existing stocks of
bullion  and  fabricated  gold  held  by  governments,  financial  institutions,
industrial  organizations and individuals.  Since mine production  in any single
year constitutes a  very small portion  of the total  potential supply of  gold,
normal  variations in current  production do not  necessarily have a significant
effect on the  supply of gold  or on its  price. If gold  prices should  decline
below  the Company's cash costs of production  and remain at such levels for any
sustained period,  the  Company could  determine  that it  is  not  economically
feasible to continue commercial production.
 
                                       17
<PAGE>
    The  volatility of gold prices is illustrated  in the following table of the
annual high, low and average London P.M. Fix:
 
<TABLE>
<CAPTION>
                                                                                PRICE PER OUNCE
                                                                       ---------------------------------
  CALENDAR YEAR                                                          HIGH        LOW       AVERAGE
                                                                       ---------  ---------  -----------
<S>                                                                    <C>        <C>        <C>
1984.................................................................  $     406  $     308   $     360
1985.................................................................        341        294         317
1986.................................................................        438        326         368
1987.................................................................        500        390         446
1988.................................................................        495        395         437
1989.................................................................        416        356         381
1990.................................................................        474        346         383
1991.................................................................        403        344         362
1992.................................................................        374        330         344
1993.................................................................        406        326         360
1994.................................................................        396        370         384
1995.................................................................        396        370         384
</TABLE>
 
    The London P.M. Fix on March 21, 1996, was $395.80 per ounce.
 
LOSSES
 
    The Company reported a  net loss of  $5.0 million for  the six months  ended
December 31, 1995 and a net loss of $18.4 million for the fiscal year ended June
30,  1995. The Company  expects to continue  to experience losses  until its low
grade stockpile ores is replaced by higher grade ore from new sources, which new
sources could  include sources  presently  being explored  or developed  by  the
Company.  There can be no assurance that such higher grade replacement ores will
be obtained by the Company.
 
RESERVES
 
    The ore reserves presented in this report are, in large part, estimates made
by the Company and confirmed by independent mining consultants. No assurance can
be given that the indicated level of  recovery of gold will be realized or  that
the assumed gold price of $400 per ounce will be obtained. Reserve estimates may
require   revision  based   on  actual   production  experience.   Market  price
fluctuations of gold, as well as increased production costs or reduced  recovery
rates,   may  render  ore   reserves  containing  relatively   lower  grades  of
mineralization  uneconomic  and  may  ultimately  result  in  a  restatement  of
reserves.  Moreover, short-term operating factors  relating to the ore reserves,
such as the need for sequential development of ore bodies and the processing  of
new or different ore grades, may adversely affect the Company's profitability in
any particular accounting period.
 
    Declines in the market price of gold may also render ore reserves containing
relatively  lower grades of gold mineralization uneconomic to exploit unless the
utilization of forward sales contracts or other hedging techniques is sufficient
to offset the effects of a drop in  the market price of the gold expected to  be
mined  from such reserves.  If the Company's  realized price per  ounce of gold,
including hedging benefits, were to  decline substantially below the levels  set
for  calculation of  reserves for  an extended  period, there  could be material
delays in the development  of new projects, increased  net losses, reduced  cash
flow, reductions in reserves and asset impairments.
 
CERTAIN TURQUOISE RIDGE MINE RISKS
 
    The  Turquoise  Ridge  Mine  involves  numerous  risks.  These  include  the
following:
 
    There can be no assurance that the  probable reserves set forth in the  MRDI
Study  will actually be  mined and milled on  an economic basis,  if at all. The
MRDI Study is based upon many assumptions, some or all of which may not prove to
be accurate. The failure of any such assumptions to prove accurate may alter the
conclusions of the  MRDI Study and  may have  a material adverse  affect on  the
Company.
 
    The Turquoise Ridge mine is now transitioning from the pre-feasibility study
level  of  project development  to the  construction  phase of  development. The
expenditure required to advance the project to the
 
                                       18
<PAGE>
point of a production test is large, particularly since the Company has  decided
to  proceed with shaft systems capable of being used in full-scale production to
save time and  money, should trial  mining be  confirmed as viable.  Thus, to  a
large  extent, expenditures  which would usually  be supported  by a feasibility
study will depend on  the data in-hand  and assumptions made  in the MRDI  Study
with an attendent higher level of uncertainty.
 
    RESERVES.  The resource and reserve estimates were prepared using geological
and  engineering judgment based on available data. In the absence of underground
development, such  estimates must  be  regarded as  imprecise  and some  of  the
assumptions made may later prove to be incorrect or unreliable.
 
    The  grade  distribution  at Turquoise  Ridge  is fairly  narrow,  with most
stoping blocks having grades between 0.2 to 0.4 ounces per ton. This means  that
small  changes  in cutoff  grade  can cause  large  shifts in  the  reserves. If
dilution and/or mining costs related to bad ground are higher than expected, the
reserves could be substantially reduced, resulting in a shortening of mine  life
and a reduced or negative cash flow.
 
    DILUTION.   The tonnage and grade of the mill feed material was estimated by
applying dilution  factors to  certain resource  data. The  dilution agents  are
backfill,  waste from  the back  of overcut crosscuts  and drifts,  and from the
walls. In  the case  of the  latter two,  MRDI assumed  that there  would be  an
average of one foot of back and wall dilution. If this dilution increases, there
will  be corresponding negative effects  on the tonnage and  grade to mill. This
risk is related to the irregular configuration of the ore body which, even  with
the tight cut-and-fill stoping method used, could make achievement of a dilution
thickness of one foot impossible to achieve in practice.
 
    NO.  1  SHAFT COMPLETION.   MRDI  believes  a two-year  assumed construction
period for No.  1 Shaft,  which will  become the  main production  shaft, is  an
aggressive  schedule.  Delay  in  construction  would  necessitate  removing ore
through the No. 2 Shaft, which is  basically designed for waste and the  limited
ore   from  early  production.  Additionally,  the  availability  of  the  final
ventilation circuit required  for mining depends  upon the completion  of No.  1
Shaft.
 
    MINING COST.  As part of the project risk assessment, sensitivities were run
on various mining costs. Due to uncertainties about actual ground conditions and
productivities,  these costs are  only predictable within a  broad range and the
predictions may not be valid. Therefore, actual mining costs may have a material
adverse effect  on the  viability of  the  Turquoise Ridge  project and  on  the
Company.
 
    HYDROLOGY  Drainage of the ore body and surrounding rock will be critical to
the achievement of the mining efficiencies and costs estimated for the study. If
the  deposit is  not drained  and water  remains in  this clay-rich environment,
mining conditions could worsen, and support costs will increase. If, due to  the
presence  of fine clays, the deposit drains  slowly, the start of production may
be delayed,  and the  build-up to  full production  may be  of longer  duration.
Additionally,  depending upon the quantity and quality of water encountered, the
water treatment/disposal  options  presently available  to  the Company  may  be
insufficient  to  meet  estimated  amounts needed  to  treat  water  pumped from
Turquoise Ridge during de-watering.
 
    GEOTECHNICAL CONSIDERATIONS  The Turquoise Ridge ore zones contain areas  of
poor ground conditions due to a high percentage of the ground being comprised of
low  rock mass rating rock and clay.  As a result, additional ground support may
be required.
 
PROJECT DEVELOPMENT RISKS
 
    The Company from time to time engages in the development of new ore  bodies.
The  Company's  ability  to  sustain  or  increase  its  present  level  of gold
production is dependent in  part on the successful  development of such new  ore
bodies  and/or expansion of existing mining operations. The economic feasibility
of any such development  project, and all such  projects collectively, is  based
upon,  among other things, estimate of reserves, metallurgic recoveries, capital
and operating  costs  of  such  projects and  future  gold  prices.  Development
projects  are also subject to the  successful completion of feasibility studies,
issuance of necessary permits and receipt of adequate financing.
 
    Development projects have no operating history upon which to base  estimates
of  future  cash  operating  costs  and  capital  requirements.  In  particular,
estimates   of   reserves,   metal   recoveries   and   cash   operating   costs
 
                                       19
<PAGE>
are  to a large extent  based upon the interpretation  of geologic data obtained
from drill holes  and other  sampling techniques and  feasibility studies  which
derive  estimates of  cash operating  costs based  upon anticipated  tonnage and
grades of ore  to be mined  and processed,  the configuration of  the ore  body,
expected  recovery  rates  of  metals  from  the  ore,  comparable  facility and
equipment costs, anticipated climate conditions and other factors. As a  result,
it  is possible that actual cash operating costs and economic returns of any and
all development  projects  may materially  differ  form the  costs  and  returns
initially estimated.
 
DEPENDENCE ON A SINGLE MINE
 
    All  of  the Company's  revenues  are derived  from  its mining  and milling
operations  at  the  Getchell  Property.  If  the  operations  at  the  Getchell
Underground  mine or at  any of the  Company's processing facilities  were to be
reduced, interrupted or  curtailed, the Company's  ability to generate  revenues
and profits in the future would be materially adversely affected.
 
EXPLORATION
 
    Mineral exploration, particularly for gold, is highly speculative in nature,
involves  many risks and  frequently is unsuccessful. The  Company is seeking to
expand its reserves  only through  exploration and development  at the  Getchell
Property.  There can be no assurance that the Company's exploration efforts will
result in  the discovery  of  any additional  gold  mineralization or  that  any
mineralization  discovered will result in an increase of the Company's reserves.
If reserves  are  developed, it  may  take a  number  of years  and  substantial
expenditures  from the initial phases of  drilling until production is possible,
during which  time  the  economic  feasibility  of  production  may  change.  No
assurance  can be given  that the Company's exploration  programs will result in
the replacement of current  production with new reserves  or that the  Company's
development  program will be able  to extend the life  of the Company's existing
mines.
 
HEDGING ACTIVITIES
 
    The Company currently uses spot deferred contracts in its hedging program to
protect earnings and  cash flows from  the impact  of short term  drops in  gold
price.  These transactions have been designated as hedges of the price of future
production and are accounted for as such. Spot deferred contracts are agreements
between a seller and a counterparty whereby the seller commits to deliver a  set
quantity  of gold, at  an established date in  the future and  at an agreed upon
prices. The established forward price is equal to the current spot gold price on
the day  the agreement  is signed  plus  "contango." Contango  is equal  to  the
difference  between the prevailing  market rate for cash  deposits less the gold
lease rate, for  comparable periods.  Contango rates  ranged from  approximately
5.4% to a negative 0.25% during the Interim Period.
 
    At  the scheduled future delivery date, the seller may, at the option of the
counterparty, deliver gold and thereby fulfill the contract or defer delivery to
a future date. This option allows the seller to maximize the price realized.  If
the spot price on the delivery date is greater than the contract price, delivery
on  the contract is deferred to  a new forward date and  the gold is sold at the
higher spot price.  If the  spot price  is lower  than the  contract price,  the
delivery is made against the contract and the higher contract price is realized.
 
    Each  time a seller defers delivery, the forward sales price is increased by
the then prevailing contango  for the next period  out to the newly  established
forward  delivery date.  Generally, the  counterparty will  allow the  seller to
continue to  defer  contract  deliveries  providing  that  there  is  sufficient
scheduled   production  from  proven  and   probable  reserves  to  fulfill  the
commitment. During the Interim Period, fiscal 1995 and fiscal 1994, the  Company
deferred  delivery on contracts representing  16,000, 70,100 and 244,000 ounces,
respectively.
 
    At December 31,  1995, the Company  had spot deferred  contracts on  104,100
gold  ounces  which are  scheduled  to be  delivered  throughout 1996  at prices
ranging from $388 to  $421 per gold  ounce. The Company  intends to continue  to
defer delivery into future periods when the spot market price is higher than the
spot  deferred contract price. Based on the market price of gold at December 31,
1995, the  unrealized gain  on  the contracts  is  $1.6 million.  The  Company's
accounting treatment for spot deferred contracts is outlined in Notes 1 and 7 to
the Consolidated Financial Statements.
 
                                       20
<PAGE>
    Risk  of loss with these forward  sales and purchases agreements arises from
the possible inability of a counterparty to honor contracts and from changes  in
the  Company's potential inability  to deliver gold.  However, nonperformance by
any party to the financial instruments in not anticipated.
 
    The Company is required by the  counterparty to maintain a $12 million  line
of  credit  which  is guaranteed  by  First Mississippi.  Should  the cumulative
liquidation cost of the Company's spot deferred positions exceed the  cumulative
value  of  such positions  by an  amount in  excess of  the margin  account, the
Company could be  subject to a  margin call.  The liquidation cost  is what  the
Company  would have  to pay  on the liquidation  date to  purchase fixed forward
delivery contracts  to meet  its spot  deferred deliveries.  The cost  of  fixed
forward  delivery contracts is based upon the spot price on the liquidation date
plus contango through the deliver date.
 
DEPENDENCE ON KEY PERSONNEL
 
    The Company  is  dependent on  the  services  of certain  key  officers  and
employees,  including its Chief  Executive Officer, its  Chief Financial Officer
and its  Chief  Operating  Officer.  Competition  in  the  mining  industry  for
qualified  individuals is intense, and the loss  of any of these key officers or
employees if not replaced could have a material adverse effect on the  Company's
business  and its  operations. The  Company currently  does not  have key person
insurance. The Company has  entered into Termination  Agreements with its  Chief
Executive  Officer, Chief  Financial Officer  and Chief  Operating Officer which
provide for certain payments  upon termination or  resignation resulting from  a
change of control (as defined in such agreements).
 
REGULATION OF MINING ACTIVITY
 
    The  mining  operations  of  the  Company  are  subject  to  inspection  and
regulation by the  Mine Safety and  Health Administration of  the Department  of
Labor  ("MSHA") under provisions  of the Federal  Mine Safety and  Health Act of
1977.  The  Occupation  and  Safety  Health  Administration  ("OSHA")  also  has
jurisdiction over safety and health standards not covered by MSHA.
 
    All  of the Company's exploration, development and production activities are
subject to regulation under one or more of the various environmental laws. These
laws address emissions to  the air, discharges to  water, management of  wastes,
management  of hazardous substances, protection of natural resources, protection
of antiquities  and  reclamation of  lands  which  are disturbed.  Many  of  the
regulations  also require permits  to be obtained  for the Company's activities;
these permits  normally are  subject  to public  review processes  resulting  in
public  approval of the  activity. It is  possible that future  changes in these
laws or  regulations could  have a  significant impact  on some  portion of  the
Company's  business, causing those activities  to be economically reevaluated at
that time.
 
    During the past three years, the United States Congress considered a  number
of  proposed  amendments to  the General  Mining  Law of  1872, as  amended (the
"General Mining Law"),  which governs  mining claims and  related activities  on
federal  lands.  In 1992,  a  holding fee  of $100  per  claim was  imposed upon
unpatented mining claims located on federal  lands. In October 1994, a  one-year
moratorium on processing of new patent applications was approved. In addition, a
variety of legislation is now pending before the United States Congress to amend
further  the General  Mining Law.  The proposed  legislation would,  among other
things, change the current patenting procedures, impose royalties, and enact new
reclamation, environmental controls  and restoration  requirements. The  royalty
proposals  range from a 2% royalty on "net  profits" from mining claims to an 8%
royalty on modified  gross income/net smelter  returns. The extent  of any  such
changes  is not  presently known and  the potential  impact on the  Company as a
result of  future  congressional action  is  difficult to  predict.  Although  a
majority  of  the  Company's  existing mining  operations  occur  on  private or
patented property,  the  proposed  changes  to  the  General  Mining  Law  could
adversely affect the Company's ability to economically develop mineral resources
on federal lands.
 
ENVIRONMENTAL REGULATIONS
 
    Mining  is  subject  to  potential  risks  and  liabilities  associated with
pollution of the environment and the  disposal of waste products occurring as  a
result of mineral exploration and production. Environmental liability may result
from mining activities conducted by others prior to the Company's ownership of a
 
                                       21
<PAGE>
property.  Insurance for environmental risks  (including potential liability for
pollution or  other  hazards as  a  result of  the  disposal of  waste  products
occurring  from  exploration and  production) is  not  generally available  at a
reasonable price to the  Company or to other  companies within the industry.  To
the  extent the Company is subject  to environmental liabilities, the payment of
such liabilities would reduce funds otherwise available to the Company and could
have a material adverse effect on the Company.
 
    In the  context  of  environmental permitting,  including  the  approval  of
reclamation  plans, the Company must comply with standards, laws and regulations
which may entail greater or lesser costs  and delays depending on the nature  of
the   activity  to  be  permitted  and   how  stringently  the  regulations  are
implementing by the  permitting authority.  It is  possible that  the costs  and
delays  associated with compliance with such laws, regulations and permits could
become such that the Company would not proceed with the development of a project
or the  operation  or  further  development of  a  mine.  Laws  and  regulations
involving  the  protection and  remediation  of the  environment  are constantly
changing and are generally becoming more restrictive. The Company has made,  and
expects to make in the future, significant expenditures to comply with such laws
and regulations.
 
    Pending  bills which affect environmental  laws applicable to mining include
versions which may substantially alter the Clean Water Act, Safe Drinking  Water
Act,  Endangered  Species  Act  and  a  bill  which  will  introduce  additional
protection  of  wetlands  (Wetlands  Protection  and  Management  Act).  Adverse
developments  and operating requirements in these  acts could impair the ability
of the Company  as well  as others to  develop mineral  resources. Revisions  to
current versions of these bills could occur prior to passage.
 
    The  Environmental Protection Agency ("EPA")  continues the development of a
solid waste regulatory program specific to mining operations under the  Resource
Conservation  and Recovery  Act ("RCRA").  Of particular  concern to  the mining
industry is  a proposal  by  the EPA  titled  "Recommendation for  a  Regulatory
Program  for  Mining  Waste  and  Materials Under  Subtitle  D  of  the Resource
Conservation and  Recovery Act"  ("Strawman II")  which, if  implemented,  would
create  a system  of comprehensive federal  regulation of the  entire mine site.
Many of these requirements would  be duplicative of existing state  regulations.
Strawman  II as currently proposed would regulate  not only mine and mill wastes
but also numerous production facilities and processes which could limit internal
flexibility in operating a mine. To  implement Strawman II as proposed, the  EPA
must  seek additional statutory authority, which  is expected to be requested in
connection with Congress' reauthorization of RCRA.
 
    The Company  is also  subject  to regulations  under (i)  the  Comprehensive
Environmental  Response,  Compensation and  Liability Act  of 1980  ("CERCLA" or
"Superfund") which  regulates  and  establishes liability  for  the  release  of
hazardous   substances  and  (ii)  the  Endangered  Species  Act  ("ESA")  which
identifies endangered species of plants and animals and regulates activities  to
protect  these species and their habitats. Revisions to CERCLA and ESA are being
considered by Congress;  the impact  on the Company  of these  revisions is  not
clear at this time.
 
    Environmental  laws and regulations may also  have an indirect impact on the
Company, such as increased cost for  electricity due to acid rain provisions  of
the  Clean Air Act Amendments of 1990.  Charges by refiners to which the Company
sells its metallic concentrates and  products have substantially increased  over
the  past  several  years because  of  requirements that  refiners  meet revised
environmental quality standards. The Company  has no control over the  refiners'
operations  or their compliance with environmental  laws and regulations. If the
refining capacity of the United States is significantly further reduced  because
of  environmental  requirements, it  is possible  that the  Company's operations
could be adversely affected.
 
MINING RISK AND INSURANCE
 
    The gold ore  located on  the Getchell  Property and  the existing  tailings
ponds  and waste dumps located on  the Getchell Property contain relatively high
levels of arsenic, and the milling of  such ore involves the use of other  toxic
substances, including sodium cyanide, sodium hydroxide, sulfuric acid and nitric
acid.  In addition, the business of gold mining is generally subject to a number
of risks  and hazards,  including environmental  hazards, industrial  accidents,
labor  disputes, the encounter  of unusual or  unexpected geological conditions,
slope failures, changes in the regulatory environment and natural phenomena such
as
 
                                       22
<PAGE>
inclement  weather   conditions,  floods,   blizzards  and   earthquakes.   Such
occurrences  could result in damage to, or destruction of, mineral properties or
production facilities, personal injury or death, environmental damage, delays in
mining, monetary  losses and  possible legal  liability. The  Company  maintains
insurance  against risks  that are  typical in the  gold mining  industry and in
amounts that the Company  believes to be reasonable,  but which may not  provide
adequate  coverage  in  certain  unforeseen  circumstances.  However,  insurance
against certain risks (including certain liabilities for environmental pollution
or other hazards  as a result  of exploration and  production) is not  generally
available to the Company or to other companies within the industry.
 
TITLE TO PROPERTIES
 
    Certain of the Company's mineral rights consist of unpatented mining claims.
Unpatented  mining  claims  are  unique property  interests  that  are generally
considered to  be  subject  to  greater title  risk  than  other  real  property
interests.  The greater title  risk results from  unpatented mining claims being
dependent on  strict  compliance  with  a complex  body  of  federal  and  state
statutory  and  decisional  law,  much  of  which  compliance  involves physical
activities on the land, and from  the lack of public records which  definitively
control the issues of validity and ownership.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    The  financial statements required by  this item are set  forth on pages F-1
through F-18.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE
 
    Not applicable.
 
                                       23
<PAGE>
                                    PART III
 
ITEMS 10. DIRECTORS AND EXECUTIVE OFFICERS
 
    The names, ages and positions of the executive officers and directors of the
Company as of February 29, 1996 are set forth below:
 
<TABLE>
<CAPTION>
                     NAME                            AGE                          POSITION
                                                     ---      ------------------------------------------------
<S>                                              <C>          <C>
J. Kelley Williams.............................          61   Chairman of the Board
G.W. Thompson..................................          54   President, Chief Executive Officer and Director
Donald S. Robson...............................          43   Vice President, Chief Financial Officer, and
                                                                Secretary
R. David Russell...............................          39   Vice President and Chief Operating Officer
Donald O. Miller...............................          49   Vice President, Human Resources & Administration
Richard F. Nanna...............................          47   Vice President, Exploration
Roger D. Palmer................................          46   Controller
Cecil Alvarez..................................          60   Director
Walter A. Drexel...............................          65   Director
Robert C. Horton...............................          69   Director
Pete Ingersoll.................................          65   Director
Charles P. Moreton.............................          68   Director
R. Michael Summerford..........................          47   Director
Robert L. Zerga................................          55   Director
</TABLE>
 
    G.W. THOMPSON. Mr. Thompson, 54, is President and Chief Executive Officer of
the  Company and has  been since September  1994. He was  a private investor and
consultant in the  mining business from  May 1992 until  September 1994. He  was
President   and  Chief  Executive  Officer   of  Meridian  Minerals  Company,  a
diversified minerals  company  and a  subsidiary  of Burlington  Resources  Inc.
("Meridian Minerals"), from 1983 to May 1992.
 
    DONALD  S. ROBSON.  Mr. Robson,  43, is  Vice President  and Chief Financial
Officer of the  Company and has  been since  March 1995 and  has been  Corporate
Secretary  since October  1995. From  May 1990  to September  1994, he  was Vice
President, Finance of Lac Minerals Ltd. ("Lac Minerals"), a gold mining company.
 
    R. DAVID RUSSELL.  Mr. Russell, 39,  is Vice President  and Chief  Operating
Officer  of the  Company and has  been since  February 1995. From  April 1994 to
February 1995, he was General Manager of Lac Minerals U.S.A. Ltd., a gold mining
company and a wholly owned subsidiary of  Lac Minerals. From June 1993 to  April
1994, he was a Manager at Independence Mining Company ("Independence Mining"), a
gold mining company and a subsidiary of Minorco Inc. From September 1992 to June
1993,  he was a Manager  at Hecla Mining Company,  a diversified mining company.
From August 1988  to April 1992,  he was  General Manager at  the Lincoln  Mine,
owned by Meridian Minerals.
 
    DONALD  O. MILLER. Mr.  Miller, 49, is the  Vice President-Human Resources &
Administration and has been since April  1995. From January 1993 to April  1995,
Mr. Miller had his own consulting firm, GEM 2000, at which he consulted on human
resources  issues, primarily  in the mining  industry. From May  1991 to January
1993, he was the Vice President,  Human Resources at Newmont Mining Company,  an
international  gold mining company. From  November 1988 to May  1991, he was the
Manager, Compensation and Benefits at Cyprus Minerals Company, a major  producer
of copper, coal and molybdenum.
 
    ROGER  D. PALMER. Mr. Palmer,  46, is the Controller  of the Company and has
been since April 1995 and has been Assistant Secretary since October 1995.  From
June  1992  to  December  1993,  Mr.  Palmer  held  the  positions  of Assistant
Controller and Manager, Financial Planning  and Analysis with the Company.  From
June  1989 to June 1992, he was a Division Controller at OESI Power Corporation,
a geothermal energy company.
 
                                       24
<PAGE>
    RICHARD F. NANNA. Mr. Nanna, 47,  is the Vice President, Exploration of  the
Company  and has been since August 1991. From 1981 to August 1991, Mr. Nanna was
an exploration geologist with the Company.
 
    J. KELLEY  WILLIAMS. Mr.  Williams, 61,  is  Chairman of  the Board  of  the
Company  and has been  since October 1987. He  is the Chairman  of the Board and
Chief Executive  Officer of  First Mississippi  Corporation and  has been  since
November 1988. He was a Director, President and Chief Executive Officer of First
Mississippi  from 1971 until November 1988. He is a Director of Deposit Guaranty
Corporation and Deposit Guaranty  National Bank, Jackson,  Mississippi. He is  a
member of the Nominating Committee.
 
    CECIL  ALVAREZ. Mr. Alvarez, 60,  is retired and has  been a director of the
Company since 1987. He was President and Chief Executive Officer of the  Company
from  August 1990 until  his retirement in  March 1992. From  October 1987 until
August 1990, Mr. Alvarez was President of the Company. He was employed by  First
Mississippi  in 1968 and joined the Company as  General Manager in 1980. He is a
member of the Audit Committee.
 
    WALTER A. DREXEL. Mr. Drexel, 65, is retired and has been since 1987. He has
been a director since May 1995. From January 1981 to March 1987, Mr. Drexel  was
employed  in various capacities with Burlington Northern Inc. ("Burlington") and
its  wholly-owned   subsidiary,   Burlington  Northern   Railroad   ("Burlington
Railroad"),  including serving as Vice Chairman  of Burlington and Chairman, CEO
and President of Burlington  Railroad. Prior to 1981,  Mr. Drexel served for  23
years in various capacities as an officer at Atlantic Richfield Company. He is a
member of the Audit Committee.
 
    ROBERT  C. HORTON. Mr. Horton, 69,  is a self-employed mining consultant and
has been a director of the Company since 1988. He is the Associate Dean Emeritus
of the  Mackay School  of  Mines at  the University  of  Nevada, Reno,  and  was
Associate  Dean from  July 1989 until  July 1990.  He was also  Director of that
University's Center  for  Strategic Materials  Research  and Policy  Study  from
September  1987 until July 1990. From September 1981 until July 1987, Mr. Horton
was the  Director of  the U.S.  Bureau  of Mines,  Department of  the  Interior,
Washington  D.C. He is a member of  the Compensation Committee and the Long-Term
Incentive Committee.
 
    PETE INGERSOLL. Mr. Ingersoll,  65, is the  principal partner of  Ingersoll,
Parker  & Longabaugh, a  mining consulting firm  and has been  a director of the
Company since November, 1994. From July 1987  to December 1992, he was a  Senior
Vice  President, Metals and Mining, in  the Equity Research Department of Lehman
Brothers Inc.  He  is Chairman  of  the Audit  Committee  and a  member  of  the
Long-Term Incentive Committee.
 
    CHARLES  P. MORETON. Mr. Moreton, 68, has been a private investor, primarily
in the oil  and gas business  since July 1991  and has been  a Company  director
since 1988. Mr. Moreton was the Chairman of the Board of Commet Resources, Inc.,
a  natural gas transmission  and marketing company in  Houston, Texas, from 1986
until its  dissolution  in  July 1991.  He  is  also a  Director  of  Tanglewood
Bancshares,  Inc. in Houston, Texas.  He is a Director  of First Mississippi and
Plasma Processing Corporation, a subsidiary of First Mississippi. He is a member
of the Compensation Committee and the Long-Term incentive Committee.
 
    R. MICHAEL  SUMMERFORD. Mr.  Summerford,  47, is  Vice President  and  Chief
Financial  Officer of First Mississippi, and has been since 1987, and has been a
director of the Company since 1988. From  1983 to 1988, he was a Vice  President
of First Mississippi. Mr. Summerford is also the Director of Melamine Chemicals,
Inc.,  a publicly held corporation originally formed by First Mississippi and an
unrelated party, and is a member of the Management Committee of Triad  Chemical,
a  joint venture fifty percent (50%) owned  by First Mississippi. He is a member
of the Audit Committee.
 
    ROBERT L.  ZERGA. Mr.  Zerga, 55,  has been  semi-retired and  self-employed
since  January 1995 and has been a director of the Company since 1995. From July
1990 to November 1994, he served as Chief Executive Officer and Chairman of  the
Board  of Independence Mining.  During the same  time period, he  served as Vice
President and director  of Minorco (U.S.A.)  Inc., a gold  mining company and  a
subsidiary of Minorco Inc. He is the chairman of the Compensation Committee.
 
                                       25
<PAGE>
    The  AUDIT COMMITTEE  consists of  four Directors  who are  not employees of
First Mississippi (applicable to the period prior to the spinoff) or the Company
with broad latitude for inquiry into all operations of the Company. Its  primary
responsibilities  include  recommendation  to  the  Board  on  the  selection of
independent auditors; review of audit reports prepared by independent  auditors,
internal   auditors,  independent   engineers,  insurance   auditors  and  other
consultants engaged  by  the Company  to  examine specific  areas  of  corporate
operations;   and  examination  of  the  adequacy  of  compliance  with  various
governmental regulations  and corporate  policies  and procedures.  The  current
members  of the  Audit Committee  are Cecil  Alvarez, Walter  Drexel, R. Michael
Summerford and Pete Ingersoll.
 
    The COMPENSATION COMMITTEE consists of  three non-employee Directors and  is
charged  with  the responsibility  of  recommending to  the  Board a  program of
overall compensation for executive officers and other key employees. The current
members of the Compensation  Committee are Robert L.  Zerga, Charles P.  Moreton
and Robert C. Horton.
 
    The  NOMINATING COMMITTEE is composed of  two non-employee Directors and the
Chief Executive  Officer  and  is  responsible  for  Director  nominations.  The
Nominating   Committee  considers  suggestions  from  all  sources.  Stockholder
suggestions for nominees for the  next Annual Meeting of Stockholders,  together
with  appropriate detailed biographical information,  should be submitted to the
Corporate Secretary no later than September 30, 1996. The current members of the
Nominating Committee  are  G.W.  Thompson  and J.  Kelley  Williams;  the  third
position is temporarily open.
 
    The  LONG-TERM INCENTIVE COMMITTEE  consists of three  Directors who are not
employees  of  First  Mississippi   or  the  Company.   The  committee  is   the
administrator  of the  Company's Long-Term Incentive  Plan (the  "LTI Plan") and
makes all  determinations  as to  who  shall  receive awards  under  this  plan,
including  the timing, pricing and amount of such awards. The current members of
the Long-Term  Incentive Committee  are  Robert C.  Horton, Pete  Ingersoll  and
Charles P. Moreton.
 
                                       26
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
 
    The  following table sets forth certain information regarding the annual and
long-term compensation for  services in all  capacities to the  Company for  the
prior  fiscal years  ended June 30,  1995, 1994  and 1993 and  for the six-month
period ended December 31, 1995  of those persons who  were either (i) the  chief
executive  officer of the Company during the  last completed fiscal year or (ii)
one of the other four most highly compensated executive officers of the  Company
as  of the end of the last completed fiscal year whose annual salary and bonuses
exceeded $100,000 (collectively, the "Named Executive Officers").
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                               LONG-TERM COMPENSATION
                                                     ANNUAL COMPENSATION
                                                 ---------------------------   -----------------------
                                                                     OTHER                  SECURITIES
                                                                     ANNUAL    RESTRICTED   UNDERLYING
                                                                    COMPEN-      STOCK        OPTION       ALL OTHER
                                                 SALARY   BONUS      SATION      AWARDS       AWARDS     COMPENSATION
    NAME AND PRINCIPAL POSITION       YEAR         ($)     ($)       (1)($)       ($)         (2)($)        (3)($)
-----------------------------------  -------     -------  ------    --------   ----------   ----------   -------------
<S>                                  <C>         <C>      <C>       <C>        <C>          <C>          <C>
G.W. Thompson......................     1995(4)  100,000    --  (5)   --          --         105,000         32,633(7)(8)(9)
President and CEO                       1995     167,000    --  (5)   --         65,000(6)    90,000          3,008(7)(8)
R. David Russell...................     1995(4)   69,996    --  (5)   --          --          45,000         21,585(7)(8)(9)
Vice President and Chief Operating      1995      55,321    --  (5)   --          --          34,000            218(8)
Officer
Donald S. Robson...................     1995(4)   62,500    --  (5)   --          --          24,000         23,666(7)(8)(9)
Vice President and Chief Financial      1995      33,654    --  (5)   --          --          22,059            216(8)
Officer
Donald O. Miller...................     1995(4)   49,998    --  (5)   --          --          15,000            705(8)
Vice President, Human Resources         1995      20,512    --  (5)   --          --          13,954            351(8)
Richard F. Nanna...................     1995(4)   45,114    --  (5)   --          --               0          2,403(7)(8)
Vice President, Exploration             1995      90,228  27,200      --          --           8,187          4,804(7)(8)
                                        1994      88,920  55,300      --          --           7,300          4,765(7)(8)
                                        1993      84,972       0     14,550(10)    --          5,000          4,429(7)(8)
</TABLE>
 
------------
 (1)Other Annual  Compensation  includes direct  cash  payments related  to  tax
    reimbursement  payments, tax  planning and  tax return  preparation services
    provided to the named  Executive Officer at the  Company's expense, and  tax
    reimbursements  paid on  imputed income resulting  from the  personal use of
    Company automobiles and country club dues and memberships, including imputed
    income on the same, but only if  such payments exceed the lesser of  $50,000
    or  10% of the  total salary and  bonus of the  Named Executive Officer. Tax
    reimbursement payments  are pursuant  to  a plan  providing for  payment  to
    eligible  employees of thirty-seven percent  of the Company's federal income
    tax deduction  resulting  from  the  exercise  of  Convertible  Subordinated
    Debentures and NQSOs.
 
 (2)Represents NQSOs granted under the LTI Plan.
 
 (3)All  Other Compensation is comprised of Company contributions related to the
    401(k) Plan,  relocation  expenses, executive  life  insurance paid  by  the
    Company  on the Executive Officer's behalf,  and the above market portion of
    interest earned under the Deferred Income Plan.
 
    In fiscal year 1986,  First Mississippi established  a Deferred Income  Plan
    for  Directors,  Officers and  Key Employees  which superseded  the previous
    deferred income arrangement and pursuant to which deferral opportunities  in
    any  given  year are  determined at  the  discretion of  the Board  of First
    Mississippi for up to a maximum of three years. These deferrals are held  by
    First  Mississippi  until retirement,  resignation  or other  termination of
    services. Amounts deferred by Officers earn interest at the prescribed  rate
    not  less than the ten year Treasury  Note Rate or more than twenty percent,
    which varies based  on the  circumstances of  the participant's  retirement,
    resignation  or  other  termination  and  on  the  participant's  length  of
    employment  with  First   Mississippi.  First  Mississippi   is  owner   and
    beneficiary  of life insurance policies covering most of the participants in
    this plan.  The benefits  under these  policies are  expected to  cover  the
    interest  cost in excess of market rates,  resulting in no net cost to First
    Mississippi over the life of the  plan. The maximum interest rate and  other
    plan  provisions  may be  amended prospectively  and,  if necessary,  may be
    adjusted retroactively due to severe economic changes
 
                                       27
<PAGE>
    including but not  limited to changes  in tax law.  However, no  retroactive
    changes  in the rate  of return may  occur unless such  economic changes are
    material, adverse and retroactive in nature. Mr. Alvarez deferred a  portion
    of  his compensation for the  maximum three years when  he was an Officer of
    the Company, but currently does not defer any compensation. Prior to October
    20, 1995, the date of the spin-off, his account balance earned interest, but
    at the  ten-year  Treasury Note  Rate.  No  other officers  of  the  Company
    participated  in the  plan. The Company  does not presently  have a deferred
    income plan.
 
 (4)Represents compensation for the six-month period July 1 through December 31,
    1995. On September 24, 1995, the Company converted from a fiscal year  ended
    June 30 to a fiscal year ended December 31. The 1995 fiscal year for Messrs.
    Russell,  Robson and  Miller represents compensation  from the  date of hire
    through June 30, 1995. These dates  were February 6, for Mr. Russell,  March
    21 for Mr. Robson and April 17, for Mr. Miller.
 
 (5)Mr.  Thompson's bonus  will be calculated  for a  16-month period (September
    1994 through December 1995), incorporating  performance for the fiscal  year
    1995  and the last  six months of  1995. Messrs. Russell,  Robson and Miller
    will have bonuses calculated  based on a  period from date  of hire in  1995
    through  December 31, 1995. Mr. Nanna received  a bonus for fiscal year 1995
    and is eligible for a bonus based on performance during the last six  months
    of  1995.  Such  bonus amounts  are  not  presently calculable  and  will be
    disclosed in the subsequent  fiscal year in the  appropriate column for  the
    fiscal year in which earned.
 
 (6)Represents  10,000 shares  of restricted stock  issued to  Mr. Thompson upon
    being named President and CEO, of which he has sole voting but no investment
    power. All of  the shares vested  on February  21, 1996, 90  days after  the
    November 1995 stock offering was completed.
 
 (7)Company  contributions related to the 401(k) Plan for the last six months of
    1995 were $3,078  for Mr.  Thompson, $466 for  Mr. Russell,  $1,155 for  Mr.
    Robson  and $1,828 for  Mr. Nanna. For  the prior fiscal  year 1995, Company
    contributions were $2,000 for Mr. Thompson and $3,655 for Mr. Nanna. For the
    fiscal year 1994, Company  contributions were $3,557 for  Mr. Nanna and  for
    the fiscal year 1993 they were $3,598 for Mr. Nanna.
 
 (8)Executive Life Insurance paid by the Company for the last six months of 1995
    was $2,625 for Mr. Thompson, $261 for Mr. Russell, $324 for Mr. Robson, $705
    for  Mr. Miller and $575 for Mr. Nanna. Executive Life Insurance paid by the
    Company in  fiscal year  1995 was  $1,008  for Mr.  Thompson, $218  for  Mr.
    Russell,  $216 for Mr. Robson, $351 for Mr. Miller and $1,149 for Mr. Nanna.
    Executive Life Insurance paid  in fiscal year 1994  was $1,208 on behalf  of
    Mr. Nanna and in fiscal year 1993 was $1,031 on behalf of Mr. Nanna.
 
 (9)Relocation  expenses paid by the Company during  the last six months of 1995
    on behalf  of Mr.  Thompson were  $26,930,  on behalf  of Mr.  Russell  were
    $20,585 and on behalf of Mr. Robson were $22,187.
 
(10)Includes  tax reimbursement payments to Mr.  Nanna of $12,963 in fiscal year
    1993.
 
    The following table sets forth certain information with respect to grants of
stock options during  the prior fiscal  year period  (July 1, 1994  to June  30,
1995) to the Named Executive Officers pursuant to the Company's LTI Plan.
 
                                       28
<PAGE>
                       OPTION GRANTS IN PRIOR FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                                                                   ASSUMED RATES OF STOCK
                                                        % OF TOTAL                                 PRICE APPRECIATION FOR
                                         NUMBER OF    OPTIONS GRANTED     EXERCISE                    OPTION TERM (3)
                                          OPTIONS         TO ALL         PRICE ($/    EXPIRATION   ----------------------
                 NAME                   GRANTED (1)    EMPLOYEES (2)     SHARE)(2)       DATE          5%         10%
--------------------------------------  -----------  -----------------  ------------  -----------  ----------  ----------
<S>                                     <C>          <C>                <C>           <C>          <C>         <C>
G.W. Thompson.........................      90,000             36%       $    6.810      8/22/04   $  385,200  $  976,500
R. David Russell......................      34,000             19%       $   8.4375      2/08/05   $  180,285  $  456,025
Donald S. Robson......................      22,059              9%       $    8.500      3/20/05   $  118,015  $  298,899
Donald O. Miller......................      13,954              6%       $   10.750      4/17/05   $   94,329  $  239,032
Richard F. Nanna......................       8,127              3%       $    11.44      5/10/05   $   58,433  $  148,155
</TABLE>
 
------------
(1) All  options granted  represent NSQOs  that vest one  year from  the date of
    grant. All options were granted for a term of ten years, subject to  earlier
    termination  in  certain events.  The exercise  price is  equal to  the fair
    market value of the Company's Common Stock on the date of grant.
 
(2) Based on 246,349 total options granted  in the prior fiscal year ended  June
    30, 1995.
 
(3) The  amounts shown are  for illustrative purposes  only. Potential gains are
    net of the exercise  price, but before taxes  associated with the  exercise.
    Amounts  represent  hypothetical  gains  that  could  be  achieved  for  the
    respective options if exercised at the  end of the option term. The  assumed
    5% and 10% rates of stock price appreciation are provided in accordance with
    the rules of the Securities and Exchange Commission and do not represent the
    Company's  estimate or projection  of the future  Common Stock price. Actual
    gains, if  any, on  stock option  exercises are  dependent upon  the  future
    financial  performance  of the  Company, overall  market conditions  and the
    option holders' continued employment through the vesting period. This  table
    does not take into account any appreciation in the price of the Common Stock
    from  the date of grant  to the date of this  Proxy Statement other than the
    columns reflecting assumed rates of appreciation of 5% and 10%.
 
    The following table sets forth certain information with respect to grants of
stock options  during  the six  months  ended December  31,  1995 to  the  Named
Executive Officers pursuant to the Company's LTI Plan.
 
                      OPTION GRANTS IN THE INTERIM PERIOD
 
<TABLE>
<CAPTION>
                                                                                                           ASSUMED RATES OF STOCK
                                                             % OF TOTAL                                    PRICE APPRECIATION FOR
                                              NUMBER OF    OPTIONS GRANTED     EXERCISE                       OPTION TERM (3)
                                               OPTIONS         TO ALL          PRICE ($/    EXPIRATION   --------------------------
                   NAME                      GRANTED (1)    EMPLOYEES (2)      SHARE)(2)       DATE           5%           10%
-------------------------------------------  -----------  -----------------  -------------  -----------  ------------  ------------
<S>                                          <C>          <C>                <C>            <C>          <C>           <C>
G.W. Thompson..............................     105,000             51%        $   20.25      11/16/05   $  1,338,750  $  3,386,250
R. David Russell...........................      45,000             22%        $   20.25      11/16/05   $    573,750  $  1,451,250
Donald S. Robson...........................      24,000             12%        $   20.25      11/16/05   $    306,000  $    774,000
Donald O. Miller...........................      15,000              7%        $   20.25      11/16/05   $    191,250  $    483,750
</TABLE>
 
------------
(1) All  options granted  represent NSQOs that  vest in  equal installments over
    five years from the date  of grant. All options were  granted for a term  of
    ten  years, subject to  earlier termination in  certain events. The exercise
    price is equal to the fair market value of the Company's Common Stock on the
    date of grant.
 
(2) Based on 207,376 total options granted in the six months ended December  31,
    1995.
 
(3) The  amounts shown are  for illustrative purposes  only. Potential gains are
    net of the exercise  price, but before taxes  associated with the  exercise.
    Amounts  represent  hypothetical  gains  that  could  be  achieved  for  the
    respective options if exercised at the  end of the option term. The  assumed
    5% and 10% rates of stock price appreciation are provided in accordance with
    the rules of the Securities and Exchange Commission and do not represent the
    Company's    estimate   or   projection   of   the   future   Common   Stock
 
                                       29
<PAGE>
    price. Actual gains, if  any, on stock option  exercises are dependent  upon
    the  future financial performance of  the Company, overall market conditions
    and the option  holders' continued  employment through  the vesting  period.
    This  table does not take into account  any appreciation in the price of the
    Common Stock from  the date of  grant to  the date of  this Proxy  Statement
    other  than the columns  reflecting assumed rates of  appreciation of 5% and
    10%.
 
    The  following  table  sets  forth  certain  information  with  respect   to
unexercised  options held by  the Named Executive  Officers as of  June 30, 1995
(the prior fiscal year end). No outstanding options held by the Named  Executive
Officers were exercised in the prior fiscal year ended June 30, 1995.
 
            AGGREGATED OPTIONS OUTSTANDING AT PRIOR FISCAL YEAR END
                       AND FISCAL YEAR-END OPTION VALUES
 
<TABLE>
<CAPTION>
                                                    NUMBER OF SECURITIES         AGGREGATE VALUE OF
                                                   UNDERLYING UNEXERCISED     UNEXERCISED, IN-THE-MONEY
                                                          OPTIONS                    OPTIONS(1)
                                                 --------------------------  ---------------------------
                     NAME                        EXERCISABLE  UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
-----------------------------------------------  -----------  -------------  ------------  -------------
<S>                                              <C>          <C>            <C>           <C>
G.W. Thompson..................................      90,000             0    $  1,187,100   $         0
R.David Russell................................           0        34,000    $          0   $   393,125
Donald S. Robson...............................           0        22,059    $          0   $   253,679
Donald O. Miller...............................           0        13,954    $          0   $   129,075
Richard F. Nanna...............................      32,300         8,127    $    472,025   $    69,567
</TABLE>
 
------------
(1) Value was computed as the difference between the individual option price and
    the  closing sales  price of  the Company's  Common Stock  on June  30, 1995
    ($20.00). Only options  with fair  market value  in excess  of the  exercise
    price are reflected in this column.
 
    The   following  table  sets  forth  certain  information  with  respect  to
unexercised options held  by the  Named Executive  Officers as  of December  31,
1995. No outstanding options held by the Named Executive Officers were exercised
over the six months ended December 31, 1995.
 
   AGGREGATED OPTIONS OUTSTANDING AT END OF INTERIM PERIOD AND END OF INTERIM
                              PERIOD OPTION VALUES
 
<TABLE>
<CAPTION>
                                                    NUMBER OF SECURITIES         AGGREGATE VALUE OF
                                                   UNDERLYING UNEXERCISED     UNEXERCISED, IN-THE-MONEY
                                                          OPTIONS                    OPTIONS(1)
                                                 --------------------------  ---------------------------
                     NAME                        EXERCISABLE  UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
-----------------------------------------------  -----------  -------------  ------------  -------------
<S>                                              <C>          <C>            <C>           <C>
G.W. Thompson..................................      90,000        105,000   $  1,389,600   $   210,000
R.David Russell................................           0         79,000   $          0   $   559,625
Donald S. Robson...............................           0         46,059   $          0   $   351,311
Donald O. Miller...............................           0         28,954   $          0   $   190,471
Richard F. Nanna...............................      32,300          8,127   $    544,813   $    87,873
</TABLE>
 
------------
(1) Value was computed as the difference between the individual option price and
    the  closing sales price of the Company's  Common Stock on December 31, 1995
    ($22.25). Only options  with fair  market value  in excess  of the  exercise
    price are reflected in this column.
 
                                       30
<PAGE>
                               OTHER COMPENSATION
 
    Employees  participate in  a noncontributory Retirement  Plan established by
the Company. Employees  become one hundred  percent vested after  five years  of
employment.  The  plan provides  for normal  retirement  at age  sixty-five with
actuarially adjusted  provisions  for  early  and  postponed  retirement  dates.
Retirement  benefits  are based  on years  of  service and  average compensation
(wages and  salary) of  the five  highest consecutive  years during  employment.
Theoretical  benefits  payable under  the plan  are  reflected in  the estimated
retirement plan table  below and  are not subject  to any  reduction for  social
security benefits or other offset amounts.
 
    The following table shows the estimated annual retirement benefit payable to
participating employees including Named Executive Officers in earnings and years
of service classifications as indicated.
 
<TABLE>
<CAPTION>
                                                                    ESTIMATED ANNUAL BENEFITS FOR
                                                                      YEARS OF CREDITED SERVICE
                AVERAGE ANNUAL COMPENSATION                  -------------------------------------------
               (5 HIGHEST CONSECUTIVE YEARS)                 10 YEARS   20 YEARS   30 YEARS    40 YEARS
-----------------------------------------------------------  ---------  ---------  ---------  ----------
<S>                                                          <C>        <C>        <C>        <C>
$25,000....................................................  $   4,212  $   8,424  $  12,136  $   16,848
$50,000....................................................      8,712     17,424     26,136      34,848
$100,000...................................................     17,712     35,424     53,136      70,848
$150,000 or greater........................................     26,712     53,424     80,136     106,848
</TABLE>
 
    Years  of service for  the Named Executive Officers  are: G.W. Thompson, one
year; R. David  Russell, less than  one year;  Donald S. Robson,  less than  one
year;  Donald O.  Miller, less  than one  year; and  Richard F.  Nanna, fourteen
years.
 
    In fiscal 1995, the  Company entered into  Termination Agreements with  G.W.
Thompson,  Donald S. Robson,  R. David Russell  and Donald O.  Miller and in May
1991, the Company  entered into a  Termination Agreement with  Richard F.  Nanna
(collectively,  the  "Termination Agreements").  The Termination  Agreements are
contingent upon  a Change  of Control,  as defined  therein, and  provide for  a
three-year  term. Each individual  would be paid  upon termination without cause
within three years  of a  Change of Control  or upon  resignation within  twelve
months  of a Change of Control, one and one-half times the sum of the three-year
average of his annual base salary (excluding bonuses) plus fringe benefit  costs
equal  to thirty-six  percent of his  annual base salary.  Upon termination, the
individual would have the option, unless  he notifies the Company otherwise,  to
receive  a cash  payment equal  to the  cash value  of all  his NQSOs, Debenture
Options and Debentures,  whether then  exercisable or not.  No individual  would
receive payments in the event of death, disability or termination for cause. The
Termination  Agreements  also provide  for,  among other  things,  an additional
payment to be  made by the  Company to the  individual if any  of the  severance
payments  provided for by the Termination  Agreements or any other payments made
pursuant to a  Change of Control  of the Company  (the "Total Payments")  become
subject  to an  additional tax  ("Excise Tax")  imposed by  Section 4999  of the
Internal Revenue Code, such that the net of all of the payments received by  the
individual  after the imposition of the Excise Tax on the Total Payments and the
federal income  tax  on the  additional  payment shall  be  equal to  the  Total
Payments.
 
          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    Dr.  Murrill, a former director who resigned  on November 1, 1995 and who is
also a Director of First Mississippi, and Mr. Moreton who is a Director of First
Mississippi, and  Messrs. Horton  and Zerga  who are  members of  the  Company's
Compensation Committee, are not now and never have been Officers or employees of
the Company or First Mississippi.
 
                             DIRECTOR COMPENSATION
 
    In  1995, the Chairman of the Board  was compensated for his services with a
retainer of  $18,400 per  year. Other  Directors who  are not  employees of  the
Company  ("Outside  Directors")  were  compensated  for  their  services  with a
retainer of $7,500 per  year. In addition, all  Outside Directors received  $500
per day for
 
                                       31
<PAGE>
attendance  at Board Meetings, and an additional  $350 per day for attendance at
Committee Meetings.  No  compensation in  addition  to his  regular  salary  and
benefits was paid to the Chief Executive Officer for his services as a Director.
 
    At  a  meeting of  the Board  of Directors  held on  November 16,  1995, the
compensation for Outside Directors was changed. Beginning in 1996, each  Outside
Director will receive $7,500 per year. The Chairman of the Board will receive an
additional  $15,000 per year, and Committee  Chairmen will receive an additional
$2,500 per year. In  addition, Outside Directors will  receive $750 per day  for
attendance at board meetings, $500 per day for attendance at committee meetings,
$750  per day for special service requests made  by the Chairman of the Board or
the Chief Executive Officer and $250 per day for travel with a maximum allowance
of two travel days per meeting  or special service project. Reasonable  expenses
incurred  for the benefit of the Company will be reimbursed at cost. The Company
will also provide  directors with accidental  death and dismemberment  benefits,
business  travel insurance and director and officer liability insurance. Medical
and dental insurance will also be offered to Outside Directors.
 
                                       32
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    The following  table  sets  forth  as  of March  1,  1996,  the  number  and
percentage  of the  outstanding shares of  Common Stock which,  according to the
information supplied to the Company, are  beneficially owned by (i) each  person
who  is currently a director  of the Company, (ii)  each Named Executive Officer
(as defined on page 27), (iii)  all current directors and executive officers  of
the  Company  as a  group and  (iv) each  person  who, to  the knowledge  of the
Company, is  the beneficial  owner of  more than  5% of  the outstanding  Common
Stock.  Except as otherwise indicated, the persons  named in the table have sole
voting and  dispositive power  with respect  to all  shares beneficially  owned,
subject to community property laws where applicable.
 
<TABLE>
<CAPTION>
                                                           DEBENTURE
                                                            OPTIONS                                TOTAL
                                                            AND/OR                                COMMON
                                                             NQSOS       PERCENT                   STOCK       PERCENT
                    NAME AND ADDRESS                      BENEFICIALLY     OF         COMMON    BENEFICIALLY     OF
                  OF BENEFICIAL OWNER                      OWNED(1)       CLASS       STOCK      OWNED(2)       CLASS
--------------------------------------------------------  -----------  -----------  ----------  -----------  -----------
<S>                                                       <C>          <C>          <C>         <C>          <C>
DIRECTORS/NOMINEES AND NAMED EXECUTIVE OFFICERS(3):
Cecil Alvarez...........................................                                   454(4)
  1991-A Series(5)......................................       4,000         100%                    4,454        *
Walter A. Drexel........................................                                 1,000       1,000        *
Robert C. Horton........................................                                 1,500(6)
  1989-B Series.........................................       1,000          33%
  1990-C Series.........................................       1,000          33%
  1991-B Series.........................................       1,000          33%
  1992-A Series.........................................       1,000          33%
  1993-A Series.........................................       1,000          33%
                                                          -----------
                                                               5,000                                 6,500        *
Pete Ingersoll..........................................
  1994-A Series.........................................       1,000          33%                    1,000        *
Donald O. Miller........................................
  NQSOs.................................................      13,954           6%                   13,954        *
Charles P. Moreton......................................                                21,502(7)
  1989-B Series.........................................       1,000          33%
  1990-C Series.........................................       1,000          33%
  1991-B Series.........................................       1,000          33%
  1992-A Series.........................................       1,000          33%
  1993-A Series.........................................       1,000          33%
                                                          -----------
                                                               5,000                                26,502        *
Richard F. Nanna........................................                                   177
  1988-A Series.........................................       3,500         100%
  1989-A Series.........................................       1,000         100%
  1990-A Series.........................................       2,000         100%
  NQSOs.................................................      40,427          16%
                                                          -----------
                                                              46,927                                47,104        *
Donald S. Robson........................................
  NQSOs.................................................      22,059           9%                   22,059        *
R. David Russell........................................
  NQSOs.................................................      34,000          14%                   34,000        *
R. Michael Summerford...................................           0          N/A       35,977      35,977        *
G.W. Thompson...........................................                                10,000(8)
  NQSOs.................................................      90,000          36%                  100,000        *
</TABLE>
 
                                       33
<PAGE>
<TABLE>
<CAPTION>
                                                           DEBENTURE
                                                            OPTIONS                                TOTAL
                                                            AND/OR                                COMMON
                                                             NQSOS       PERCENT                   STOCK       PERCENT
                    NAME AND ADDRESS                      BENEFICIALLY     OF         COMMON    BENEFICIALLY     OF
                  OF BENEFICIAL OWNER                      OWNED(1)       CLASS       STOCK      OWNED(2)       CLASS
--------------------------------------------------------  -----------  -----------  ----------  -----------  -----------
J. Kelley Williams......................................           0          N/A      691,165(9)    691,165(9)        2.7%
<S>                                                       <C>          <C>          <C>         <C>          <C>
ALL CURRENT DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
 (14 PERSONS)(10).......................................                               761,950
  1988-A Series.........................................       3,500         100%
  1989-A Series.........................................       1,000         100%
  1989-B Series.........................................       3,000         100%
  1990-A Series.........................................       2,000         100%
  1990-C Series.........................................       3,000         100%
  1991-A Series.........................................       4,000         100%
  1991-B Series.........................................       3,000         100%
  1992-A Series.........................................       3,000         100%
  1993-A Series.........................................       3,000         100%
  1994-A Series.........................................       3,000         100%
  NQSOs.................................................     207,087          82%                  997,538          3.9%
5% BENEFICIAL HOLDERS:
FMR Corp.(11) ..........................................                             3,208,646   3,208,646         12.5%
 82 Devonshire Street
 Boston, MA
Goldman Sachs & Co.(11) ................................                             1,535,357   1,535,357          6.0%
 85 Broad Street
 New York, NY
</TABLE>
 
------------
  * Represents less than one percent of class.
 
 (1)Numbers  represent  shares of  Common Stock  of  the Company  underlying the
    Convertible Subordinated  Debentures and  NQSOs  beneficially owned  by  the
    Directors  and Named Executive Officers that  are exercisable within 60 days
    of March 1, 1996. Since  more than the six months  has elapsed from date  of
    grant,  the Debentures are immediately convertible into the specified number
    of shares  of  Convertible Preferred  Stock  of  the same  series  and  then
    immediately  convertible into the specified number of shares of Common Stock
    of the Company. NQSOs are exercisable  no earlier than six months after  the
    date  of the grant into shares of  Common Stock of the Company and presently
    all are exercisable.
 
 (2)In connection with the Stockholder Rights Plan adopted by the Board on  June
    13, 1990, Stock Purchase Rights were dividended to stockholders of record on
    June  25, 1990, and are deemed to attach to the outstanding shares of Common
    Stock of the Company, including outstanding shares of Common Stock  reported
    above  as  being  owned by  Directors  and Named  Executive  Officers. Under
    certain conditions each  right may  be exercised  to purchase  one share  of
    Common Stock at an exercise price of $40 (subject to adjustment). The rights
    may  be  exercised only  after commencement  of a  public announcement  of a
    tender or  exchange  offer if,  upon  its consummation,  the  offeror  would
    beneficially  own 20% or  more of the Company's  Common Stock. An "Acquiring
    Person" trigger was also provided, making the rights exercisable if a person
    holds at least 15% of the shares of Common Stock without the prior  approval
    of  a majority of the independent members of the Board. The rights, which do
    not have voting  rights, expire  in June  2000 and  may be  redeemed by  the
    Company  at a price of  $0.01 per right prior to  a specified period of time
    after the  occurrence of  certain  events. In  certain events,  without  the
    consent  of the majority of the  independent members of the Board, including
    certain acquisitions  of an  Acquiring Person,  each right  (except  certain
    rights  which are or  were beneficially owned  by 20% or  more owners, or an
    Acquiring Person,  which  rights are  voided)  will entitle  its  holder  to
    purchase  shares of  Company Common  Stock with  a value  of twice  the then
    current   exercise   price.   If,   following   an   acquisition   of    20%
 
                                       34
<PAGE>
    or  more of the shares of Common Stock,  the Company is acquired in a merger
    or other business combination or sells 50% of its assets or earnings  power,
    each  right (other than rights  voided as above) will  entitle its holder to
    purchase stock  of the  acquiring company  with a  value of  twice the  then
    current exercise price.
 
 (3)The  address of Messrs. Alvarez, Drexel, Horton, Ingersoll, Miller, Moreton,
    Nanna, Robson, Russell, Summerford, Thompson  and Williams is c/o  FirstMiss
    Gold Inc., 5460 S. Quebec Street, Suite 240 Englewood, Colorado 80111.
 
 (4)Shared  voting and investment power with  wife 100 shares, sole voting power
    354 shares.
 
 (5)The  4,000  shares  of  1991-A  Series  represent  shares  of  Common  Stock
    underlying  Debentures that have already been purchased through the exercise
    of 1991-A Series Debenture Options.
 
 (6)Included are 500 shares  owned by Mrs.  Horton, of which  Mr. Horton has  no
    voting and investment power and disclaims beneficial ownership.
 
 (7)Includes  10,700 shares held by the  Charles and Betty Moreton Family Trust,
    of which Mr. Moreton and his wife are co-trustees. Mr. Moreton shares voting
    and investment power with his wife as co-trustee.
 
 (8)Represents 10,000 shares  of restricted  stock issued to  Mr. Thompson  upon
    being  named President and CEO  of the Company, of  which he has sole voting
    but no investment power. All of the shares vested on February 21, 1996.
 
 (9)Includes: 384,311 shares held by the  J. Kelly Williams Revocable Trust,  of
    which  Mr.  Williams is  trustee;  43,747 shares  held  by the  Jean Pittman
    Williams Revocable Trust,  of which  Mr. Williams'  wife is  trustee and  of
    which  Mr.  Williams disclaims  beneficial ownership  and  has no  voting or
    investment power; 2,479 shares  held by Mr. Williams'  son and of which  Mr.
    Williams  disclaims  beneficial ownership  and has  no voting  or investment
    power; 3,542 shares held by Katherine K. Williams and of which Mr.  Williams
    has shared voting and investment power; 116,895 shares held by JKW Holdings,
    Inc.  and of which Mr. Williams has  shared voting and investment power; and
    265 shares held by J. Kelley Williams, Inc.
 
(10)Except as otherwise indicated in these notes, the shares beneficially  owned
    by  the persons indicated in the  table represent sole voting and investment
    power.
 
(11)Based on Schedule 13G filed by the investor with the Securities and Exchange
    Commission.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    The  following  discussion  includes   certain  relationships  and   related
transactions which occurred during the Company's fiscal year ended June 30, 1995
as well as the six months ended December 31, 1995.
 
    SPINOFF.   Until October 20, 1995, First Mississippi owned 14,750,000 shares
of Common Stock  of the  Company (approximately  81% of  the outstanding  Common
Stock).  On that date  First Mississippi distributed  the stock it  owned in the
Company to its own  shareholders. Following completion  of the distribution,  to
the  best of the Company's knowledge, First Mississippi owned no Common Stock of
the Company. During  the six months  ended December 31,  1995, Messrs.  Moreton,
Summerford  and Williams, who are currently members of the Board of Directors of
the Company, served as a director,  Vice President and Chief Financial  Officer,
and  Chairman and Chief Executive Officer, respectively of First Mississippi. At
December 31, 1995, Mr.  Williams beneficially owned  1,188,063 shares of  common
stock of First Mississippi, or 5.08% of the total number of shares outstanding.
 
    DEBT  OWED  TO FIRST  MISSISSIPPI.   During  the time  that the  Company was
controlled by First  Mississippi, the  Company relied on  First Mississippi  for
capital  and operating advances from time  to time. This arrangement ceased with
the spinoff on October 20, 1995. During fiscal 1995, the Company borrowed  $10.4
million  from First  Mississippi and also  transferred $2.3  million of interest
payable to the  notes, at an  interest rate of  prime plus three  quarters of  a
percent.  Effective the date of the spinoff,  the debt was $52.5 million and the
Company and First Mississippi entered into  a new long-term loan agreement  (the
"Loan  Agreement") which provided that the total outstanding amount would be due
in September 2000,
 
                                       35
<PAGE>
that the Company would repay $15 million to First Mississippi from the  proceeds
of  a public  common stock  offering prior  to April  1996, that  interest would
accrue at  a rate  not exceeding  the London  Inter-Bank Offered  Rate plus  one
percent,  and that the interest  would not be paid in  cash, but rather would be
capitalized to the  note. The  Loan Agreement contains  two financial  covenants
which  state that the Company  must maintain a minimum  net worth of $27 million
and that its debt to equity ratio must not exceed 2:1. As of December 31,  1995,
the  Company had a  net worth of  $164.3 million and  a debt to  equity ratio of
0.14:1. In November  1995, the  Company reduced the  debt by  $15 million,  from
proceeds  of  a common  stock  offering. The  debt  was further  reduced  by the
settlement  of  the  Tax  Sharing  Agreement  (described  below)  whereby  First
Mississippi  paid  the  Company  $13.9 million  to  settle  certain  tax sharing
arrangements, and these  monies were used  to reduce the  debt. At December  31,
1995,  the total aggregate debt  owed to First Mississippi  pursuant to the Loan
Agreement was $23.8 million.
 
    FIRST MISSISSIPPI INDEMNITY.  Prior  to October 20, 1995, First  Mississippi
indemnified  its officers and directors and those of its subsidiaries, when such
officers and directors  were serving in  such capacities at  the request of  the
Board  of First Mississippi. On February 2, 1991, the Board of First Mississippi
extended its corporate  indemnity to the  directors of the  Company who are  not
otherwise  employees of the Company  [or First Mississippi]. First Mississippi's
corporate indemnity requires that  the person to be  indemnified either: (a)  be
wholly  successful,  on the  merits or  otherwise, in  any action  or proceeding
against such person; or (b) otherwise  establish that such person acted in  good
faith  and in a manner such person reasonably  believed to be in, or not opposed
to, the best interests of the Company, and in the case of any criminal action or
proceeding, had no reasonable  cause to believe that  the conduct was  unlawful.
Whether  these standards  are met  will be  determined by  those stockholders or
Directors of First Mississippi not involved in the matter at issue or by special
legal counsel selected by the Directors of First Mississippi. In the case of any
action or suit by or  in the right of the  Company, any person finally  adjudged
liable  for gross negligence or willful  misconduct in performing duties for the
Company will not be entitled to  indemnification unless a court determines  that
indemnification  is proper under  the circumstances. Advancement  of expenses is
allowed upon  receipt  of  an  undertaking to  repay  should  it  ultimately  be
determined  that  an  individual  is  not  entitled  to  indemnity.  The persons
protected under this arrangement were Messrs. Williams, Summerford and  Moreton,
each  of  whom  is  a  director  or  officer  of  First  Mississippi.  The First
Mississippi indemnity arrangement for these  individuals terminated at the  date
of  the spinoff, October 20, 1995. As of such date all directors and officers of
the Company were provided with new indemnification agreements by the Company  on
substantially the same terms as stated above.
 
    ADMINISTRATIVE  SERVICES AGREEMENT.  In October  1987, the Company and First
Mississippi, entered  into  an  Administrative Services  Agreement  whereby  the
Company  can obtain  from First  Mississippi services  including communications,
financial services (accounting, management information, internal audit and tax),
human resources,  legal,  risk  management and  shareholder  services.  The  fee
payable  for  such services  by the  Company  under the  Administrative Services
Agreement is negotiated annually (other than the fees for legal services,  which
are  charged at a fixed  hourly rate for services  over the budgeted amount, and
for special projects not contemplated by an approved budget) between the Company
and First Mississippi. This fee is determined primarily on a cost  reimbursement
basis and approved by a majority of the Company's non-employee Directors who are
also   not  affiliated  with  First  Mississippi.  The  Company  paid  to  First
Mississippi for the fiscal  year ended June  30, 1995 and  the six months  ended
December  31, 1995 approximately $224,000 and $59,000, respectively. The Company
has the right  to obtain  such services from  unaffiliated third  parties if  it
believes that such services can be obtained at a lower cost than the fee paid to
First  Mississippi. The agreement may be terminated by either party in the event
of an uncured material breach  of the agreement. As a  result of the spinoff  on
October  20, 1995 the  Administrative Services Agreement was  amended so that it
will terminate on April 19, 1996.
 
    TAX SHARING AGREEMENT.  In October  1987, the Company and First  Mississippi
entered into a Tax Sharing Agreement for the period during which the Company was
a  member of the affiliated group of  corporations of which First Mississippi is
the common parent  (the "Affiliated  Group"). Under the  agreement, the  Company
accrued  income taxes (payable to  First Mississippi) as if  the Company and its
subsidiaries were, since the inception of  the agreement on October 28, 1987,  a
separate affiliated group of
 
                                       36
<PAGE>
corporations  filing consolidated income tax  returns. In determining the amount
of  such  payments,  the  Company  was  potentially  bound  by  tax   elections,
conventions,  treatments or methods utilized by  First Mississippi in filing its
consolidated income tax  returns. The  Tax Sharing Agreement  also provided  for
payments  in respect of net  operating losses and certain  other tax benefits by
First Mississippi to the Company or, under some circumstances, by the Company to
First Mississippi, in taxable years in which the Company was no longer a  member
of  the Affiliated Group. Effective with the spinoff on October 20, 1995 the Tax
Sharing  Agreement  was  terminated.  In  settlement  of  the  Agreement,  First
Mississippi  paid the Company approximately $13.9 million, being the approximate
present value of tax credits owed by First Mississippi to the Company, based  on
certain  business and  tax election assumptions.  The $13.9 million  was used to
reduce the debt owed by the Company to First Mississippi.
 
    TAX RULING AGREEMENT.  First Mississippi  obtained a letter ruling from  the
Internal  Revenue Service in April 1995  providing for the tax-free distribution
to its shareholders of  its shares of the  Company's Common Stock. In  September
1995,  First Mississippi and  the Company entered into  the Tax Ruling Agreement
which sets forth  certain covenants and  agreements of the  Company relevant  to
maintaining the tax-free nature of the distribution of the common stock.
 
    The  Tax  Ruling  Agreement  provides  that  the  Company  will  complete an
underwritten public equity of common  stock generating aggregate proceeds of  at
least  $50 million prior to April 1996. In late 1995, the Company satisfied this
requirement by issuing common stock to  the public which generated net  proceeds
of  approximately $137.5  million. The  Tax Ruling  Agreement also  required the
Company to repay at least $15 million of debt owed to First Mississippi from the
net proceeds of the  common equity issue, which  repayment occurred in  November
1995.
 
    The  Tax Ruling Agreement provides also that  the Company will not, prior to
one year from  the date of  the spinoff, enter  into any agreement  to merge  or
consolidate  with  or  into any  other  corporation,  to liquidate,  to  sell or
transfer all or substantially all of its assets, to redeem or repurchase any  of
its capital stock (except for the redemption of the stock of one or more Company
employees  upon his  or her  termination) or to  issue additional  shares of its
capital stock (except  in connection with  the public offering  of common  stock
described  above, or  issuances pursuant  to the  Company's employee  benefit or
compensation plans),  unless  it  first  obtains an  opinion  of  counsel  or  a
supplemental ruling from the I.R.S. that such action does not interfere with the
Tax Ruling.
 
    In  the event  the Company  takes such  actions or  solicits or  assists any
person or  group to  commence a  tender offer,  if such  person or  group  would
acquire  ownership  of 20%  or more  of the  Company's outstanding  Common Stock
without an opinion or a supplemental I.R.S. ruling, the Company agreed under the
Tax Ruling  Agreement  to  indemnify  and hold  First  Mississippi  and  certain
affiliated  corporations harmless against  any and all  federal, state and local
taxes, interest penalties and additions thereto imposed upon or incurred by such
corporations as a result of such action's  effect on the tax free nature of  the
spinoff.
 
    Prior  to the  spin-off, the Company's  employees participated  in the First
Mississippi qualified  noncontributory  defined  benefit pension  plan  and  its
401(k)  thrift plan.  The Company reimbursed  First Mississippi  for the pension
plan on a proportionate share basis and for the Company matching portion of  the
employees'  contribution to the 401(k) plan. During  the fiscal 1995 and the six
months ended  December  31,  1995,  the  Company  paid  $668,000  and  $298,000,
respectively,  in connection  with such  plans. Such  employee participation was
terminated effective upon the spin off on October 20, 1995.
 
                                       37
<PAGE>
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS AND SCHEDULES
 
    The  Financial Statements which are filed with  this Form 10-K are set forth
in the Index  to Financial Statements  at page F-1,  which immediately  precedes
such  financial  statements.  No  schedules are  required  under  the applicable
instructions or are inapplicable and have therefore been omitted.
 
EXHIBITS
 
    The following exhibits  are, as  indicated below, either  filed herewith  or
have  previously  been  filed  with  the  Commission  and  are  referred  to and
incorporated herein by reference to such filings.
 
<TABLE>
<S>         <C>        <C>
 3(a)       --         Articles of Incorporation,  as amended,  which were  filed as  Exhibit
                       3(a)  to the Company's Annual Report on  Form 10-K for the fiscal year
                       ended June 30, 1991, are incorporated herein by reference.
 
 3(b)       --         Bylaws of  the  Company, which  were  filed  as Exhibit  3(b)  to  the
                       Company's  Annual Report on  Form 10-K for the  fiscal year ended June
                       30, 1990, are incorporated herein by reference.
 
 4(a)       --         Article IV, Article XIII and Article XIV of the Company's Articles  of
                       Incorporation,  which  are included  in  Exhibit 3(a)  filed  with the
                       Company's Annual Report on  Form 10-K for the  fiscal year ended  June
                       30, 1991, are incorporated herein by reference.
 
 4(b)       --         Article II and Article V, Section 6 of the Company's Bylaws, which are
                       included  in Exhibit  3(b) filed with  the Company's  Annual Report on
                       Form 10-K for fiscal year ended June 30, 1990, are incorporated herein
                       by reference.
 
 4(c)       --         Company  Resolutions   authorizing  the   1988-A  Series   Convertible
                       Preferred  Stock, effective July 13, 1988, which were filed as Exhibit
                       4(c) to the Company's Annual Report  on Form 10-K for the fiscal  year
                       ended June 30, 1988, are incorporated by reference.
 
 4(d)       --         Company   Resolutions  authorizing   the  1989-A   Series  Convertible
                       Preferred Stock, effective August 9, 1989, which were filed as Exhibit
                       4(f) to the Company's  Annual Report on Form  10-K for the year  ended
                       June 30, 1989, are incorporated herein by reference.
 
 4(e)       --         Company   Resolutions  authorizing   the  1989-B   Series  Convertible
                       Preferred Stock,  effective  November 2,  1989,  which were  filed  as
                       Exhibit  4.1 to  the Company's Quarterly  Report on Form  10-Q for the
                       quarter  ended  September  30,   1989,  are  incorporated  herein   by
                       reference.
 
 4(f)       --         Company   Resolutions  authorizing   the  1990-A   Series  Convertible
                       Preferred Stock, effective August 8, 1990, which were filed as Exhibit
                       4(f) to the Company's Annual Report  on Form 10-K for the fiscal  year
                       ended June 30, 1990, are incorporated herein by reference.
 
 4(g)       --         Company Resolutions authorizing the Company's 1990-B and 1990-C Series
                       Convertible  Preferred Stock, effective November  1, 1990 and November
                       2, 1990,  respectively,  which  were  filed  as  Exhibit  4.1  to  the
                       Company's  Quarterly  Report  on  Form  10-Q  for  the  quarter  ended
                       September 30, 1990, are incorporated herein by reference.
</TABLE>
 
                                       38
<PAGE>
<TABLE>
<S>         <C>        <C>
 4(h)       --         Company  Resolutions   authorizing  the   1991-A  Series   Convertible
                       Preferred  Stock,  effective  August  14, 1991,  which  were  filed as
                       Exhibit 4(h)  to the  Company's Annual  Report on  Form 10-K  for  the
                       fiscal year ended June 30, 1991, are incorporated herein by reference.
 
 4(i)       --         Company   Resolutions  authorizing   the  1991-B   Series  Convertible
                       Preferred Stock,  effective  November 7,  1991,  which were  filed  as
                       Exhibit  4.1 to  the Company's Quarterly  Report on Form  10-Q for the
                       quarter  ended  September  30,   1991,  are  incorporated  herein   by
                       reference.
 
 4(j)       --         Company   Resolutions  authorizing   the  1992-A   Series  Convertible
                       Preferred Stock,  effective  November 5,  1992,  which were  filed  as
                       Exhibit  4  to the  Company's Quarterly  Report on  Form 10-Q  for the
                       quarter  ended  September  30,   1992,  are  incorporated  herein   by
                       reference.
 
 4(k)       --         Company   Resolutions  authorizing   the  1993-A   Series  Convertible
                       Preferred Stock,  effective  November 4,  1993,  which were  filed  as
                       Exhibit  4  to the  Company's Quarterly  Report on  Form 10-Q  for the
                       quarter  ended  September  30,   1993,  are  incorporated  herein   by
                       reference.
 
 4(l)       --         Credit  Agreement, dated as  of December 30, 1987,  which was filed as
                       Exhibit 10.17  to  Amendment  No.  1  to  the  Company's  Registration
                       Statement   on  Form  S-1  filed  with  the  Securities  and  Exchange
                       Commission on November 2,  1987 (the "Form  S-1"), is incorporated  by
                       reference.
 
 4(m)       --         First  Amendment to  Credit Agreement, dated  as of  January 26, 1988,
                       which was filed as Exhibit 10.23  to Amendment No. 2 to the  Company's
                       Form S-1, is incorporated by reference.
 
 4(n)       --         Second  Amendment to  Credit Agreement,  dated as  of April  14, 1988,
                       which was filed as Exhibit 10.24  to Amendment No. 4 to the  Company's
                       Form S-1, is incorporated by reference.
 
 4(o)       --         Third Amendment to Credit Agreement, dated as of March 30, 1989, which
                       was  filed as Exhibit 4(h) to the Company's Annual Report on Form 10-K
                       for the fiscal year ended June 30, 1989, is incorporated by reference.
 
 4(p)       --         Fourth Amendment to the  Credit Agreement, dated as  of July 2,  1990,
                       which was filed as Exhibit 4(m) to the Company's Annual Report on Form
                       10-K  for the fiscal year ended  June 30, 1991, is incorporated herein
                       by reference.
 
 4(q)       --         Amended and  Restated Gold  Loan Agreement,  dated January  26,  1988,
                       which  was filed as Exhibit 10.15 to  Amendment No. 2 to the Company's
                       Form S-1, is incorporated by reference.
 
 4(r)       --         Rights Agreement dated June 13, 1990, which was filed as Exhibit 1  to
                       the  Company's  Form  8-K  dated June  13,  1990,  is  incorporated by
                       reference.
 
 4(s)       --         Loan Agreement between the Company and First Mississippi, dated  March
                       29,  1990, which  was filed  as Exhibit  4(p) to  the Company's Annual
                       Report on  Form 10-K  for the  fiscal  year ended  June 30,  1991,  is
                       incorporated herein by reference.
 
 4(t)       --         Amendment to Loan Agreement between The Company and First Mississippi,
                       dated  August  27,  1991,  which  was filed  as  Exhibit  4(q)  to the
                       Company's Annual Report on  Form 10-K for the  fiscal year ended  June
                       30, 1991, is incorporated herein by reference.
</TABLE>
 
                                       39
<PAGE>
<TABLE>
<S>         <C>        <C>
 4(u)       --         Second  Amendment  to Loan  Agreement  between the  Company  and First
                       Mississippi dated August 25, 1993, which was filed as Exhibit 4(t)  to
                       the  Company's Annual  Report on Form  10-K for the  fiscal year ended
                       June 30, 1993, is incorporated herein by reference.
 
10(a)       --         Gold Production Purchase Agreement, dated November 11, 1987,  together
                       with Form of Amendment No. 1 thereto, which was filed as Exhibit 10.16
                       to  Amendment  No. 1  to the  Company's Form  S-1, is  incorporated by
                       reference.
 
10(b)       --         Administrative Services Agreement, dated  October 28, 1987, which  was
                       filed  as Exhibit 10.2  to the Company's Form  S-1, is incorporated by
                       reference.
 
10(c)       --         Tax Sharing Agreement effective as of October 1, 1987, which was filed
                       as Exhibit  10.3  to  the  Company's  Form  S-1,  is  incorporated  by
                       reference.
 
10(d)       --         FirstMiss  Gold Inc. Amended and Restated Long-Term Incentive Plan, as
                       amended November 14,  1992, which  was filed as  Exhibit 10(i)  Annual
                       Report  on  Form 10-K  for  the fiscal  year  ended June  30,  1993 is
                       incorporated herein by reference.
 
10(e)       --         Assignment Agreement,  dated  October 28,  1987,  which was  filed  as
                       Exhibit 10.14 to the Company's Form S-1, is incorporated by reference.
 
10(f)       --         Reserved.
 
10(g)       --         Gold  Loan  Agreement, dated  November 11,  1987,  which was  filed as
                       Exhibit 10.15  to  Amendment No.  1  to  the Company's  Form  S-1,  is
                       incorporated by reference.
 
10(h)       --         Indemnity  Agreement, dated as of October 30, 1987, which was filed as
                       Exhibit 10.18  to  Amendment No.  1  to  the Company's  Form  S-1,  is
                       incorporated by reference.
 
10(i)       --         Credit  Support Agreement,  dated as of  December 30,  1987, which was
                       filed as Exhibit 10.19 to Amendment  No. 1 to the Company's Form  S-1,
                       is incorporated by reference.
 
10(j)       --         Construction  Deed of  Trust, Assignment of  Rents, Security Agreement
                       and Fixture Filing, dated as of December 30, 1987, which was filed  as
                       Exhibit  10.20  to  Amendment No.  2  to  the Company's  Form  S-1, is
                       incorporated by reference.
 
10(k)       --         Developer Indemnity Agreement, dated as of January 26, 1988, which was
                       filed as Exhibit 10.21 to Amendment  No. 2 to the Company's Form  S-1,
                       is incorporated by reference.
 
10(l)       --         Amendment No. 1 to the Gold Production Purchase Agreement, dated as of
                       January  26, 1988, which was filed as Exhibit 10.22 to Amendment No. 2
                       to the Company's Form S-1, is incorporated by reference.
 
10(m)       --         Form of Termination  Agreement between  First Mississippi  Corporation
                       and  Charles  M. McAuley  (Company's  Termination Agreement  with such
                       individual contains  identical provisions  to those  contained in  the
                       form), which was filed as Exhibit 10(v) to the Company's Annual Report
                       on  Form 10-K for the fiscal year ended June 30, 1991, is incorporated
                       herein by reference.
 
10(n)       --         Form of  Termination  Agreement between  the  Company and  Richard  F.
                       Nanna,  Q. Allen  Neal and  Charles M.  McAuley (Company's Termination
                       Agreement with each such  individual contains identical provisions  to
                       those  contained in the form), which was filed as Exhibit 10(w) to the
                       Company's Annual Report on  Form 10-K for the  fiscal year ended  June
                       30, 1991, is incorporated herein by reference.
</TABLE>
 
                                       40
<PAGE>
<TABLE>
<S>         <C>        <C>
10(o)       --         Form  of  Addendum to  Termination Agreement  between the  Company and
                       Richard F.  Nanna, Q.  Allen Neal  and Charles  M. McAuley  (Company's
                       Addendum  to Termination Agreement with  each such individual contains
                       identical provisions to those contained in the form), which was  filed
                       as  Exhibit 10(x) to the Company's Annual  Report on Form 10-K for the
                       fiscal year ended June 30, 1991, is incorporated herein by reference.
 
10(p)       --         Refining  Agreement  between  FMG   Inc.  and  Metalor  USA   Refining
                       Corporation  dated June 1,  1992, which was filed  as Exhibit 10(w) to
                       the Company's Annual  Report on Form  10-K for the  fiscal year  ended
                       June 30, 1992, is incorporated herein by reference.
 
10(q)       --         Amendment  to  Refining Agreement  between  FMG Inc.  and  Metalor USA
                       Refining Corporation dated May  27, 1993, which  was filed as  Exhibit
                       10(x)  to the Company's Annual Report on Form 10-K for the fiscal year
                       ended June 30, 1993, is incorporated herein by reference.
 
10(r)       --         Mine Operating Contract  between FMG Inc.  and N.A. Degerstrom,  Inc.,
                       dated July 1, 1991, which was filed as Exhibit 10(aa) to the Company's
                       Annual Report on Form 10-K for the fiscal year ended June 30, 1991, is
                       incorporated herein by reference.
 
10(s)       --         Oxygen  Supply Agreement, dated August 27,  1987, and Air Rights Lease
                       Agreement, dated as of  August 27, 1987, which  were filed as  Exhibit
                       10(j)  to the Company's Annual Report on  Form 10-K for the year ended
                       June 30, 1989, are incorporated herein by reference.
 
10(t)       --         Mine Contract  between FMG  Inc. and  J.S. Redpath  Corporation  dated
                       August  30, 1993, which  was filed as Exhibit  10(bb) to the Company's
                       Form 10-K for  the fiscal year  ended June 30,  1994, is  incorporated
                       herein by reference.
 
10(u)       --         Amendment   to   Administrative  Services   Agreement   between  First
                       Mississippi and the Company dated August  29, 1995, which was filed  a
                       Exhibit  10(cc) to the  Company's Form 10-K for  the fiscal year ended
                       June 30, 1995, is incorporated herein by reference.
 
10(v)       --         Form of Termination Agreement between  the Company and G.W.  Thompson,
                       Donald  S. Robson,  R. David Russell  and Donald  O. Miller (Company's
                       Termination Agreement  with each  such individual  contains  identical
                       provisions to those contained in the form), which was filed as Exhibit
                       10(dd)  to the Company's Form 10-K for  the fiscal year ended June 30,
                       1995, is incorporated herein by reference.
 
10(w)       --         Promissory Note by  the Company  in favor of  First Mississippi  dated
                       February  1, 1995, which was filed  as Exhibit 10(ee) to the Company's
                       Form 10-K for  the fiscal year  ended June 30,  1995, is  incorporated
                       herein by reference.
 
10(x)       --         Restricted Stock Award Agreement between the Company and G.W. Thompson
                       dated  August  22, 1994,  which  was filed  as  Exhibit 10(ff)  to the
                       Company's Form  10-K for  the  fiscal year  ended  June 30,  1995,  is
                       incorporated herein by reference.
 
10(y)       --         Post Spin-Off Agreement dated as of September 24, 1995, by and between
                       First Mississippi and the Company, which was filed as Exhibit 10(a) to
                       the  Company's  Report  on  Form  8-K  dated  September  24,  1995, is
                       incorporated by reference herein.
</TABLE>
 
                                       41
<PAGE>
<TABLE>
<S>         <C>        <C>
10(z)       --         Tax Ruling Agreement dated  as of September 24,  1995, by and  between
                       First Mississippi and the Company, which was filed as Exhibit 10(b) to
                       the  Company's  Report  on  Form  8-K  dated  September  24,  1995, is
                       incorporated by reference herein.
 
10(aa)      --         Loan Agreement dated as  of September 24, 1995,  by and between  First
                       Mississippi  and the Company, which was  filed as Exhibit 10(c) to the
                       Company's Report on Form 8-K dated September 24, 1995, is incorporated
                       by reference herein.
 
10(bb)      --         Amended Tax Sharing Agreement dated as  of September 24, 1995, by  and
                       between  First Mississippi and the Company, which was filed as Exhibit
                       10(d) to the Company's Report on Form 8-K dated September 24, 1995, is
                       incorporated by reference herein.
 
10(cc)      --         Loan Agreement  dated as  of September  24, 1995  by and  between  The
                       Toronto Dominion Bank and the Company.
 
21.         --         List of subsidiaries of the Company.
 
23.         --         Consent  of KPMG Peat  Marwick LLP regarding  incorporation of reports
                       into Registration Statements.
 
27.         --         Financial Data Schedule.
</TABLE>
 
    Certain debt instruments have not been filed. The Company agrees to  furnish
a copy of such agreement(s) to the Commission upon request.
 
REPORTS ON FORM 8-K
 
    On  November 3, 1995, the Company filed a report on Form 8-K reporting under
Item 1(a) of  Form 8-K the  distribution of 14,750,000  shares of the  Company's
common  stock  on October  20, 1995  by First  Mississippi Corporation  to First
Mississippi Corporation's shareholders.
 
    On November 17,  1995, the Company  filed a  report on Form  8-K filing  the
underwriting  agreement and  certain opinions and  consents of  legal counsel in
connection with the Company's public offering of common stock.
 
                                       42
<PAGE>
                                   SIGNATURES
 
    Pursuant to  the requirements  of  Section 13  or  15(d) of  the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
<TABLE>
<S>                                           <C>
                                              FIRSTMISS GOLD INC.
 
Date:                                         By:           /s/ G.W. THOMPSON
                                              ------------------------------------------
                                                           G.W. Thompson,
                                                 PRESIDENT
</TABLE>
 
    Pursuant  to the requirements  of the Securities Exchange  Act of 1934, this
report has  been  signed  below  by  the following  persons  on  behalf  of  the
Registrant and in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                    SIGNATURE                                         TITLE                           DATE
--------------------------------------------------  ------------------------------------------  -----------------
 
<C>                                                 <S>                                         <C>
                /s/G. W. THOMPSON                   President and Chief Executive Officer       March 20, 1996
                  G. W. Thompson                      (Principal Executive Officer) and
                                                      Director
 
               /s/DONALD S. ROBSON                  Vice President and Chief Financial Officer  March 20, 1996
                 Donald S. Robson                     (Principal Financial Officer)
 
                /s/ROGER D. PALMER                  Controller                                  March 20, 1996
                 Roger D. Palmer                      (Principal Accounting Officer)
 
              /s/J. KELLEY WILLIAMS                 Director and Chairman of the Board of       March 20, 1996
                J. Kelley Williams                    Directors
 
                 /s/CECIL ALVAREZ                   Director                                    March 20, 1996
                  Cecil Alvarez
 
               /s/WALTER A. DREXEL                  Director                                    March 20, 1996
                 Walter A. Drexel
 
               /s/ROBERT C. HORTON                  Director                                    March 20, 1996
                 Robert C. Horton
 
                /s/PETE INGERSOLL                   Director                                    March 20, 1996
                  Pete Ingersoll
 
              /s/CHARLES P. MORETON                 Director                                    March 20, 1996
                Charles P. Moreton
 
             /s/R. MICHAEL SUMMERFORD               Director                                    March 20, 1996
              R. Michael Summerford
 
                /s/ROBERT L. ZERGA                  Director                                    March 20, 1996
                 Robert L. Zerga
</TABLE>
 
                                       43
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                                     <C>
INDEPENDENT AUDITORS' REPORT..........................................................        F-2
 
CONSOLIDATED BALANCE SHEETS--
  December 31, 1995, June 30, 1995 and 1994...........................................        F-3
 
CONSOLIDATED STATEMENTS OF OPERATIONS--
  Six Months Ended December 31, 1995 and Years Ended June 30, 1995, 1994 and 1993.....        F-4
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY--
  Six Months Ended December 31, 1995 and Years Ended June 30, 1995, 1994 and 1993.....        F-5
 
CONSOLIDATED STATEMENT OF CASH FLOWS--
  Six Months Ended December 31, 1995 and Years Ended June 30, 1995, 1994 and 1993.....        F-6
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--
  December 31, 1995, June 30, 1995 and 1994...........................................        F-7
</TABLE>
 
    All  supporting  schedules are  omitted because  they are  inapplicable, not
required,  or  the  information  is  presented  in  the  consolidated  financial
statements or notes thereto.
 
                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
THE BOARD OF DIRECTORS AND STOCKHOLDERS
FIRSTMISS GOLD INC.:
 
    We  have audited the  accompanying consolidated balance  sheets of FirstMiss
Gold Inc. and subsidiary as  of December 31, 1995, June  30, 1995 and 1994,  and
the  related consolidated  statements of  operations, stockholders'  equity, and
cash flows for the six months ended December  31, 1995 and each of the years  in
the  three-year  period  ended  June  30,  1995.  These  consolidated  financial
statements  are   the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.
 
    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our  opinion, the  consolidated financial  statements referred  to  above
present  fairly, in all  material respects, the  financial position of FirstMiss
Gold Inc. and subsidiary as  of December 31, 1995, June  30, 1995 and 1994,  and
the  results of their operations  and their cash flows  for the six months ended
December 31, 1995 and each of the years in the three-year period ended June  30,
1995, in conformity with generally accepted accounting principles.
 
    As  discussed in Notes 1 and 9 to the consolidated financial statements, the
Company adopted the  provisions of Statement  of Financial Accounting  Standards
No. 109, ACCOUNTING FOR INCOME TAXES, as of July 1, 1993.
 
                                          KPMG Peat Marwick LLP
 
Denver, Colorado
February 7, 1996
 
                                      F-2
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                   DECEMBER 31, 1995, JUNE 30, 1995 AND 1994
                           (IN THOUSANDS OF DOLLARS)
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                                                                   JUNE 30,
                                                                               DECEMBER 31,  --------------------
                                                                                   1995        1995       1994
                                                                               ------------  ---------  ---------
<S>                                                                            <C>           <C>        <C>
Current assets:
  Cash and cash equivalents..................................................   $  114,633   $     595  $   1,979
  Trade accounts receivable..................................................        3,812       1,709      2,190
  Inventories:
    Ore and ore in process...................................................        2,088       2,459      7,488
    Materials and supplies...................................................        7,662       7,095      5,266
                                                                               ------------  ---------  ---------
        Total inventories....................................................        9,750       9,554     12,754
                                                                               ------------  ---------  ---------
Prepaid expenses and other current assets....................................        1,408         728        181
Deferred hedging gains, net..................................................        1,046          --         --
Deferred income taxes due from First Mississippi (note 9)....................           --       2,581      2,581
        Total current assets.................................................      130,649      15,167     19,685
                                                                               ------------  ---------  ---------
Property, plant and equipment, net (notes 3 and 4)...........................       79,844      67,689     66,798
Deferred income taxes due from First Mississippi (note 9)....................           --       2,264      2,264
                                                                               ------------  ---------  ---------
        Total assets.........................................................   $  210,493   $  85,120  $  88,747
                                                                               ------------  ---------  ---------
                                                                               ------------  ---------  ---------
 
                                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable...........................................................   $    4,711   $   6,595  $   5,165
  Payable to First Mississippi (note 8)......................................          242       1,943        910
  Income taxes payable to First Mississippi (note 9).........................           --         402         74
  Current portion of capital lease obligation................................          844          --         --
  Other accrued expenses.....................................................          702         505        555
                                                                               ------------  ---------  ---------
        Total current liabilities............................................        6,499       9,445      6,704
                                                                               ------------  ---------  ---------
Notes payable to First Mississippi (note 8)..................................       23,771      40,900     29,339
Capital lease obligations, less current installments.........................        4,387          --         --
Accrued reclamation costs....................................................        2,961       3,031      2,985
Deferred income tax liability (note 9).......................................        8,611          --         --
Stockholders' equity (notes 2, 6 and 12):
  Preferred stock, par value $.01 per share; 10,000,000 shares authorized;
    none issued..............................................................           --          --         --
  Common stock, par value $.01 per share; 50,000,000 shares authorized;
    issued and outstanding 25,657,600 shares at December 31, 1995, 18,182,600
    shares at June 30, 1995 and 18,111,500 shares at June 30, 1994...........          257         182        181
  Contributed and paid-in capital............................................      171,722      34,285     33,862
  Retained earnings (accumulated deficit)....................................       (7,708)     (2,681)    15,676
  Unearned compensation......................................................           (7)        (42)        --
                                                                               ------------  ---------  ---------
        Total stockholders' equity...........................................      164,264      31,744     49,719
                                                                               ------------  ---------  ---------
Commitments (notes 6, 7, 10 and 11)
        Total liabilities and stockholders' equity...........................   $  210,493   $  85,120  $  88,747
                                                                               ------------  ---------  ---------
                                                                               ------------  ---------  ---------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                      F-3
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               SIX MONTHS ENDED DECEMBER 31, 1995 AND YEARS ENDED
                          JUNE 30, 1995, 1994 AND 1993
              (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                    SIX MONTHS
                                                                      ENDED            YEAR ENDED JUNE 30,
                                                                   DECEMBER 31,  --------------------------------
                                                                       1995         1995       1994       1993
                                                                   ------------  ----------  ---------  ---------
<S>                                                                <C>           <C>         <C>        <C>
Net sales........................................................   $   34,425   $   71,485  $  95,150     78,773
Cost of sales....................................................       35,956       69,775     82,131     75,254
                                                                   ------------  ----------  ---------  ---------
        Gross margin.............................................       (1,531)       1,710     13,019      3,519
Exploration expenses.............................................          628        3,776      4,049      2,803
Abandonment and impairment of mineral properties (note 3)........           --       11,531         --        256
Selling, general and administrative expenses (note 8)............        2,054        2,659      1,745      2,021
                                                                   ------------  ----------  ---------  ---------
        Earnings (loss) from operations..........................       (4,213)     (16,256)     7,225     (1,561)
Interest expense, net (notes 5 and 8)............................       (2,634)      (1,805)    (1,776)    (1,705)
Interest and other income........................................          936          132        150        180
                                                                   ------------  ----------  ---------  ---------
        Earnings (loss) before income taxes and cumulative effect
          of change in accounting principle......................       (5,911)     (17,929)     5,599     (3,086)
Income tax expense (benefit).....................................         (884)         428      1,300       (617)
                                                                   ------------  ----------  ---------  ---------
        Earnings (loss) before cumulative effect of change in
          accounting principle...................................       (5,027)     (18,357)     4,299     (2,469)
Cumulative effect of change in accounting for income taxes (note
  9).............................................................           --           --      1,350         --
                                                                   ------------  ----------  ---------  ---------
        Net earnings (loss)......................................   $   (5,027)  $  (18,357) $   5,649  $  (2,469)
                                                                   ------------  ----------  ---------  ---------
                                                                   ------------  ----------  ---------  ---------
Earnings (loss) per common share:
  Before cumulative effect of accounting change..................  $     (0.25 ) $    (1.01) $    0.24  $   (0.14)
  Cumulative effect of accounting change.........................           --           --       0.07         --
                                                                   ------------  ----------  ---------  ---------
                                                                   $     (0.25 ) $    (1.01) $    0.31  $   (0.14)
                                                                   ------------  ----------  ---------  ---------
                                                                   ------------  ----------  ---------  ---------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                      F-4
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     SIX MONTHS ENDED DECEMBER 31, 1995 AND
                    YEARS ENDED JUNE 30, 1995, 1994 AND 1993
                    (IN THOUSANDS OF DOLLARS, EXCEPT SHARES)
 
<TABLE>
<CAPTION>
                                                                                                            RETAINED
                                                                COMMON     CONTRIBUTED                      EARNINGS
                                              COMMON STOCK       STOCK     AND PAID-IN      UNEARNED      (ACCUMULATED
                                            NUMBER OF SHARES    AMOUNT       CAPITAL      COMPENSATION      DEFICIT)
                                            ----------------  -----------  -----------  ----------------  ------------
<S>                                         <C>               <C>          <C>          <C>               <C>
Balance at July 1, 1992...................      18,000,200     $     180    $  33,430      $      (4)      $   12,496
 
  Issuance of shares......................         111,300             1          432              2           (2,469)
  Amortization of unearned compensation...              --            --           --             --               --
  Net loss                                              --            --           --             --               --
                                            ----------------       -----   -----------           ---      ------------
Balance at June 30, 1993..................      18,111,500           181       33,862             (2)          10,027
 
  Amortization of unearned compensation...              --            --           --              2            5,649
  Net earnings............................              --            --           --             --               --
                                            ----------------       -----   -----------           ---      ------------
Balance at June 30, 1994..................      18,111,500           181       33,862             --           15,676
 
  Issuance of shares......................          71,100             1          363             --               --
  Issuance of restricted stock awards.....              --            --           60            (60)              --
  Amortization of unearned compensation...              --            --           --             18               --
  Net loss................................              --            --           --             --          (18,357)
                                            ----------------       -----   -----------           ---      ------------
Balance at June 30, 1995..................      18,182,600           182       34,285            (42)          (2,681)
 
  Issuance of shares......................       7,475,000            75      137,437             --               --
  Amortization of unearned compensation...              --            --           --             35               --
  Net loss................................              --            --           --             --           (5,027)
                                            ----------------       -----   -----------           ---      ------------
Balance at December 31, 1995..............      25,657,600     $     257    $ 171,722      $      (7)      $   (7,708)
                                            ----------------       -----   -----------           ---      ------------
                                            ----------------       -----   -----------           ---      ------------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                      F-5
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED DECEMBER 31, 1995 AND
                    YEARS ENDED JUNE 30, 1995, 1994 AND 1993
                           (IN THOUSANDS OF DOLLARS)
 
<TABLE>
<CAPTION>
                                                                                        YEAR ENDED JUNE 30,
                                                               SIX-MONTHS ENDED   -------------------------------
                                                               DECEMBER 31, 1995    1995       1994       1993
                                                               -----------------  ---------  ---------  ---------
<S>                                                            <C>                <C>        <C>        <C>
Cash flows from operating activities:
  Net earnings (loss)........................................      $  (5,027)       (18,357)     5,649     (2,469)
  Adjustments to reconcile net earnings (loss) to net cash
    provided by (used in ) operating activities:
    Depreciation and depletion...............................          4,078          9,514     13,459     13,525
    Amortization.............................................             --          5,031      9,920        203
    Abandonment and impairment of mineral properties and
      inventory..............................................             --         11,531         --      1,756
    Deferred income taxes, including cumulative effect of
      change in accounting principle.........................           (884)            --     (3,204)    (1,627)
    Loss (gain) on disposal or write-down of assets..........             --             32         13        (12)
    Deferred compensation....................................             35             18          2          2
    Deferred hedging gain, net...............................         (1,046)            --         --         --
    Net change in operating assets and liabilities, net of
      noncash activity:
      Trade accounts receivable..............................         (2,103)           481       (228)      (308)
      Inventories............................................           (196)         3,200     (3,188)     1,556
      Prepaid expenses and other current assets..............           (680)          (547)        55        (65)
      Accounts payable.......................................         (1,884)         1,430     (3,818)     4,080
      Payable to First Mississippi...........................          1,747          3,313      4,723      1,020
      Income taxes payable to First Mississippi..............           (402)           328     (1,846)       510
      Other accrued expenses.................................            197            (50)      (149)      (782)
      Accrued reclamation costs..............................            (70)            46        549        947
                                                                    --------      ---------  ---------  ---------
        Cash provided by (used in) operating activities......         (6,235)        15,970     21,937     18,336
                                                                    --------      ---------  ---------  ---------
Cash flows from investing activities:
  Capital expenditures.......................................        (10,718)       (26,883)   (10,451)    (5,555)
  Proceeds from sale of property.............................             --            203         15         51
  Deferred stripping costs...................................             --           (318)    (4,612)   (11,244)
                                                                    --------      ---------  ---------  ---------
        Cash used by investing activities....................        (10,718)       (26,998)   (15,048)   (16,748)
                                                                    --------      ---------  ---------  ---------
Cash flows from financing activities:
  Proceeds from issuance of common stock.....................        137,513            363         --        433
  Proceeds from long-term debt...............................         14,350         10,428      1,200      8,500
  Repayments on long-term debt...............................        (20,588)        (1,147)        --         --
  Principal payments under capital lease obligation..........           (284)            --         --         --
  Purchase of gold for repayment of gold loan................             --             --     (9,800)   (13,363)
  Proceeds from issuance of convertible debentures...........             --             --         --         12
                                                                    --------      ---------  ---------  ---------
        Cash provided (used) by financing activities.........        130,991          9,644     (8,600)    (4,418)
                                                                    --------      ---------  ---------  ---------
        Net increase (decrease) in cash and cash
          equivalents........................................        114,038         (1,384)    (1,711)    (2,830)
Cash and cash equivalents at beginning of year...............            595          1,979      3,690      6,520
                                                                    --------      ---------  ---------  ---------
Cash and cash equivalents at end of year.....................      $ 114,633            595      1,979      3,690
                                                                    --------      ---------  ---------  ---------
                                                                    --------      ---------  ---------  ---------
Supplemental disclosures:
  Interest paid during the year, net of amounts
    capitalized..............................................      $      87             48        292        554
                                                                    --------      ---------  ---------  ---------
                                                                    --------      ---------  ---------  ---------
  Income taxes paid to First Mississippi.....................      $      --             --      2,000        500
                                                                    --------      ---------  ---------  ---------
                                                                    --------      ---------  ---------  ---------
</TABLE>
 
Supplemental noncash financing activities:
 
  In  the six months ended December 31, 1995  and the years ended June 30, 1995,
  1994 and 1993, $3,048,000, $2,280,000, $1,505,000 and $898,000,  respectively,
  of  interest payable  to First  Mississippi was  transferred to  the principal
  balance of notes payable to First Mississippi.
 
  In the  six  months ended  December  31,  1995, $13,900,000  of  income  taxes
  receivable  from First Mississippi was  used as a reduction  of the balance of
  the notes payable to  First Mississippi. In 1994,  $3,000,000 of income  taxes
  payable to First Mississippi was transferred to the principal balance of notes
  payable to First Mississippi.
 
  Capital  lease obligations  of $5,515,000  were incurred  to acquire equipment
  during the six month period ended December 31, 1995.
 
          See accompanying notes to consolidated financial statements.
 
                                      F-6
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1)  OWNERSHIP AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  (A) OWNERSHIP AND OPERATIONS
 
    FirstMiss  Gold  Inc. (the  Company) was  incorporated in  August 1987  as a
subsidiary of First Mississippi Corporation (First Mississippi). On October  20,
1995,  First Mississippi  distributed its 81%  interest in  the Company's common
stock to First Mississippi shareholders, and  in November and December 1995  the
Company completed an equity offering of 7,475,000 common shares.
 
    FirstMiss  Gold  Inc. is  engaged principally  in financing,  developing and
operating gold mining projects  and conducting exploration  for gold in  Nevada.
The Company sold the majority of its primary product, gold, to one U.S. customer
during the periods ended December 31, 1995, June 30, 1995, 1994, and 1993. Given
the nature of the commodity being sold and because other potential purchasers of
gold  exist,  the Company  believes that  the  loss of  such customer  would not
adversely affect its operations.
 
    The Getchell Underground mine and  the Turquoise Ridge underground mine  are
located  on  the Company's  Getchell  property. Commercial  production  from the
Gretchell Underground  mine  began  in  May  1995,  while  construction  of  the
Turquoise  Ridge underground mine began in January 1996. The property is located
in the Potosi Mining District on the eastern side of the Osgood Mountain  Range,
approximately  35 miles northeast  of Winnemucca, Nevada.  The Getchell Property
consists of approximately 18,900 acres of  unpatented load and mill site  mining
claims and 14,100 acres of fee land owned by the Company.
 
  (B) BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
 
    The  accompanying consolidated  financial statements  have been  prepared in
accordance with accounting principles generally  accepted in the United  States,
which   for  the  Company,  are  not  materially  different  from  international
accounting standards.  Management makes  various  estimates and  assumptions  in
determining  the reported amounts of  assets, liabilities, revenues and expenses
for  each  period  presented,  and   in  the  disclosures  of  commitments   and
contingencies. Changes in these estimates and assumptions will occur as a result
of  the passage of time and the  occurrence of future events, and actual results
will differ from those estimates.
 
  (C) CASH AND CASH EQUIVALENTS
 
    For the purposes of the consolidated  statements of cash flows, the  Company
considers  all debt  and highly liquid  instruments with  original maturities of
three months or less  to be cash equivalents.  Cash equivalents at December  31,
1995  consist of  commercial paper  and U.S.  and Canadian  Treasury obligations
denominated in U.S. dollars.
 
  (D) INVENTORIES
 
    Inventories of ore,  ore in  process and finished  goods are  stated at  the
lower of average cost or net realizable value. Materials and supplies are stated
at the lower of average cost or replacement cost.
 
    The Company provides an allowance for obsolescence for certain materials and
supplies  inventory  items. The  allowance is  based  on estimates  of inventory
salvage value and  anticipated usage  over the estimated  life of  the mine.  At
December  31, 1995, June 30,  1995 and 1994, the  allowance for obsolescence was
$1,458,000, $1,229,000 and $1,169,000, respectively.
 
  (E) PROPERTY, PLANT AND EQUIPMENT
 
    Property, plant and equipment  are stated at  cost. Maintenance and  repairs
are charged to expense as incurred.
 
                                      F-7
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  CAPITALIZATION OF INTEREST
 
    Interest   is  capitalized  on  expenditures   related  to  construction  or
development  projects   actively  being   prepared  for   their  intended   use.
Capitalization  is discontinued  when the  asset enters  commercial operation or
development ceases.
 
  MINERAL EXPLORATION AND MINE DEVELOPMENT
 
    Exploration costs are  charged to  expense as incurred,  as are  development
costs for projects not yet determined by management to be commercially feasible.
Expenditures  for  mine  development  are capitalized  when  the  properties are
determined to  have  development  potential  but are  not  yet  producing.  Mine
development  costs  incurred  to access  reserves  on producing  mines  are also
capitalized.
 
  MINERAL PROPERTIES
 
    Mining projects and properties are  reviewed for impairment whenever  events
or  changes in circumstances  indicate that the carrying  amount of these assets
may not be recoverable. If estimated  future cash flows expected to result  from
the  use of the mining project or property and its eventual disposition are less
than the carrying  amount of the  mining project or  property, an impairment  is
recognized  based  upon  the  estimated  fair value  of  the  mining  project or
property. Fair value generally is based on the present value of estimated future
net cash flows for each mining  project or property, calculated using  estimates
of  proven  and  probable  reserves,  future  prices,  operating  costs, capital
requirements and reclamation costs.
 
  DEFERRED STRIPPING COSTS
 
    To properly match waste removal costs  with revenue from gold sales,  mining
costs associated with waste rock removal were deferred and charged to operations
on  the basis  of the  estimated average  stripping ratio  for the  life of each
individual ore body. The average stripping ratio is calculated as a ratio of the
tons of  waste  rock material  estimated  to be  removed  and the  tons  of  ore
estimated to contain recoverable gold.
 
  (F) DEPRECIATION, DEPLETION AND AMORTIZATION
 
    Property,  plant  and equipment  with useful  lives as  long or  longer than
existing ore reserves are depreciated or depleted using the  units-of-production
method. Plant and equipment with useful lives shorter than existing ore reserves
are  depreciated using  the straight-line method.  Capitalized development costs
and development costs estimated to  be incurred over the  life of the mine,  are
depleted  on a units of production  method. Depreciation and depletion rates are
subject to periodic review to ensure  that asset costs are amortized over  their
useful lives.
 
    Depletion  is computed on a units-of-production method based on the ratio of
tons of ore mined or ounces of gold produced during the period, to the estimated
total proven and probable reserves of the related property.
 
  (G) RECLAMATION OF MINING AREAS
 
    A liability has been established  for estimated costs for restoring  certain
disturbed   mining  and  milling  areas  to  comply  with  existing  reclamation
standards. Such costs are charged  to operations on a units-of-production  basis
over  the life of the mine. The amount accrued is based on management's estimate
of  reclamation  costs  to  be  incurred,  $4,800,000  at  December  31,   1995,
considering environmental and regulatory requirements. Accrued reclamation costs
are  subject to a review  by management on a regular  basis and are revised when
appropriate for changes in future estimated costs or regulatory requirements.
 
    The Company performs concurrent reclamation to the extent possible, however,
the majority of the accrued costs are  anticipated to be expended at the end  of
the mine life which, based on existing reserves, is estimated to be 2003.
 
                                      F-8
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  (H) REVENUE RECOGNITION
 
    Revenue from spot sales are recorded when title passes to the buyer. Revenue
from  shipments under  forward sales agreements  are recorded  at the settlement
date of the agreements. Proceeds from the gold loan, repaid in full on June  30,
1994,  were accounted for  as deferred revenue  and recognized in  income at the
rate of $475 per ounce of gold.
 
    Total ounces of gold sold were:
 
<TABLE>
<CAPTION>
PERIOD                                                                       GOLD OUNCES SOLD
---------------------------------------------------------------------------  -----------------
<S>                                                                          <C>
Six months ended December 31, 1995.........................................         85,627
Year ended June 30, 1995...................................................        184,298
Year ended June 30, 1994...................................................        243,826
Year ended June 30, 1993...................................................        210,644
</TABLE>
 
    For the year ended June 30, 1995,  gold ounces sold does not include  14,939
ounces  of gold sold  from properties under development,  the revenue from which
was credited to mine development costs.
 
  (I) HEDGING TRANSACTIONS
 
    The Company  enters  into hedging  transactions  which not  only  provide  a
minimum price for future production but also allow the Company to take advantage
of  increases in the gold price. Hedging transactions have included the purchase
of spot  deferred contracts  and obtaining  gold loans.  Gains and  losses  from
hedging activities are recognized in sales on a basis consistent with the hedged
item.  Gains and losses  on early termination of  hedging contracts are deferred
until the  hedged  items are  recognized  in sales.  Gains  and losses  on  spot
deferred  deliveries rolled into future periods are recognized at the originally
scheduled delivery date.
 
  (J) AMORTIZATION OF DEFERRED LOAN COSTS
 
    Deferred loan costs are  amortized over the term  of the related loan  using
the  interest method. Amortization  charged to expense for  the years ended June
30, 1994 and 1993, was $75,000  and $203,000, respectively. Deferred loan  costs
were fully amortized at June 30, 1994.
 
  (K) INCOME TAXES
 
    The  Company adopted  Statement of  Financial Accounting  Standards No. 109,
ACCOUNTING FOR INCOME TAXES (Statement 109) as of July 1, 1993. Under the  asset
and  liability method of Statement 109,  deferred tax assets and liabilities are
recognized for the future tax  consequences attributable to differences  between
the  financial statement carrying amount of  existing assets and liabilities and
their respective tax  basis. Deferred  tax assets and  liabilities are  measured
using  enacted tax  rates expected to  apply to  taxable income in  the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change  in
tax  rates is  recognized in  income in the  period that  includes the enactment
date. The cumulative effect  of this change in  method of accounting for  income
taxes is included in the consolidated statement of operations for the year ended
June 30, 1994.
 
    Prior  to the settlement of  the tax sharing agreement  described in notes 2
and 9,  the  Company had  a  tax sharing  and  allocation agreement  with  First
Mississippi  under  which  the Company  made  payments to  First  Mississippi in
respect to federal, state and local income taxes and state franchise taxes as if
it were a separate  corporation, not affiliated  with First Mississippi,  filing
separate income tax returns.
 
    Under  the provisions  of the tax  sharing agreement,  First Mississippi was
required to reimburse the Company for  any deduction, credit or allowance  which
had  been utilized by First Mississippi and subsidiaries in the consolidated tax
returns at  such time  as the  Company could  have utilized  the underlying  tax
assets  if  it had  filed federal  and state  income tax  returns computed  on a
separate return basis. In addition, the
 
                                      F-9
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Company was  required to  pay First  Mississippi for  the estimated  income  tax
liability  of the  Company for the  taxable year,  to be computed  as though the
Company were reporting its taxable income or loss on a separate return basis.
 
  (L) EARNINGS PER SHARE
 
    Earnings per share  is calculated based  on the weighted  average number  of
common  shares  and dilutive  common share  equivalents outstanding  during each
period, and  were  19,857,000  for  the six  months  ended  December  31,  1995,
18,139,000  for the year ended June 30, 1995, 18,150,000 for the year ended June
30, 1994 and 18,024,000 for the year ended June 30, 1993.
 
  (M) RECLASSIFICATIONS
 
    Certain prior year amounts have been  reclassified to conform with the  1995
financial statement presentation.
 
(2)  SPIN-OFF BY FIRST MISSISSIPPI AND EQUITY OFFERING
 
    On  September 24, 1995, First Mississippi's  board of directors approved the
spin-off of  First  Mississippi's stock  in  the Company  to  First  Mississippi
shareholders  of  record  on  October  10,  1995.  On  October  20,  1995, First
Mississippi distributed its  81% interest  in the Company  to First  Mississippi
shareholders.  In  connection with  this spin-off,  on  September 24,  1995, the
Company entered into certain agreements with First Mississippi, including a loan
agreement for the outstanding balances due from the Company to First Mississippi
at the date of  the spin-off (described  in note 8(a)),  an agreement to  settle
certain  tax sharing arrangements (see  note 9) and an  agreement to undertake a
public offering of at least  $50 million prior to  April 28, 1996. In  addition,
the Company entered into a $20 million credit facility with The Toronto-Dominion
Bank (see note 5).
 
    On  November 21, 1995, the Company completed an equity offering of 6,500,000
common shares  which, together  with  the underwriter's  exercise of  a  975,000
common  share  over-allotment  option  on December  15,  1995,  resulted  in net
proceeds to the Company of $137.5  million after offering costs and expenses  of
$8,250,000.
 
(3)  ABANDONMENTS AND IMPAIRMENT OF MINING ASSETS
 
    As  discussed in  note 1, when  circumstances warrant,  the Company performs
property evaluations to assess the  recoverability of its mining properties  and
investments.  Mining  in the  Main Pit  was  discontinued in  July 1995  after a
geotechnical  monitoring  program,  initiated  in  June  1995,  indicated   that
continued  mining in the  Main Pit would  likely destabilize the  pit wall. This
event combined with  lower grades  and higher  than anticipated  costs, made  it
unlikely  that  the  Company would  recover  the remaining  proven  and probable
reserves in the Main  Pit. Accordingly, the remaining  pit development costs  of
$5,475,000  and deferred stripping costs of  $3,613,000 were written off at June
30, 1995.
 
    In the fiscal year ended June 30, 1995, the Company's $2,324,000  investment
in  the Silver Bar property was written  off through a charge to operations. The
write off was a result of the  Company's decision to commit its exploration  and
development  resources to the Getchell property,  silver prices which were lower
than those  required  to  economically develop  the  prospect  and  unsuccessful
attempts  to sell Silver  Bar. Additional exploration  prospects with a recorded
value of $119,000 were abandoned during the year ended June 30, 1995.
 
                                      F-10
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(4)  PROPERTY, PLANT AND EQUIPMENT
 
    Property, plant and equipment at December  31, 1995, June 30, 1995 and  1994
consisted of:
 
<TABLE>
<CAPTION>
                                                                   DECEMBER 31,   JUNE 30,    JUNE 30,
                                                                       1995         1995        1994
                                                                   ------------  ----------  ----------
                                                                              (IN THOUSANDS)
<S>                                                                <C>           <C>         <C>
Properties under development.....................................   $   11,856   $    8,979  $    6,449
Undeveloped properties...........................................           --           --       2,471
Producing mining properties......................................       43,124       36,238      32,169
Plant, machinery and equipment...................................       97,454       91,183      85,980
Furniture and fixtures...........................................          650          451         426
                                                                   ------------  ----------  ----------
                                                                       153,084      136,851     127,495
Less accumulated depreciation and depletion......................       73,240       69,162      69,022
                                                                   ------------  ----------  ----------
  Net depreciable property, plant and equipment..................       79,844       67,689      58,473
Deferred stripping costs, net of amortization....................           --           --       8,325
                                                                   ------------  ----------  ----------
  Net property, plant and equipment..............................   $   79,844   $   67,689  $   66,798
                                                                   ------------  ----------  ----------
                                                                   ------------  ----------  ----------
</TABLE>
 
    Properties  under  development  consists  of  construction  and  other costs
related to  facilities not  yet completed  and placed  in service.  The cost  of
undeveloped  properties is reclassified to  developed properties when management
determines that the project is commercially productive.
 
    Interest capitalized, depreciation and depletion expense and amortization of
deferred stripping costs are as follows:
 
<TABLE>
<CAPTION>
                                               SIX-MONTHS
                                                 ENDED                 YEAR ENDED JUNE 30,
                                              DECEMBER 31,  ------------------------------------------
                                                  1995          1995          1994           1993
                                              ------------  ------------  -------------  -------------
<S>                                           <C>           <C>           <C>            <C>
Interest capitalized........................   $  402,000   $  1,159,000  $     221,000  $      43,000
Depreciation and depletion expense..........    4,078,000      9,514,000     13,459,000     13,525,000
Amortization of deferred stripping
  costs.....................................           --      5,031,000      9,920,000        203,000
</TABLE>
 
(5)  DEBT AND GOLD LOAN
 
  (A) THE TORONTO-DOMINION BANK LOAN FACILITY
 
    In September  1995,  the Company  entered  into  a loan  facility  with  The
Toronto-Dominion  Bank,  which provided  for $20  million of  term loans  to the
Company (the Facility). The Facility was established to finance the  development
of  the Turquoise Ridge  reserves between the spin-off  and the equity offering.
The Company  paid  fees of  $1,055,000  related  to the  Facility.  The  Company
borrowed  $5,500,000 under the Facility on October 20, 1995, which was repaid in
full upon completion of the November  21, 1995 equity offering. Interest on  the
outstanding indebtedness accrued at 3% over the LIBOR rate for each month during
which  the advances were  outstanding. The Facility was  terminated in full upon
payment of the obligation.
 
  (B) GOLD LOAN AND CREDIT AGREEMENT
 
    FMG had a gold loan which matured and  was repaid in full on June 30,  1994.
Under  the  gold loan,  FMG borrowed  a total  of 150,000  ounces of  gold which
provided $71,270,000 at an average predetermined price of $475 per ounce. In the
years ended June 30, 1994 and 1993,  FMG repaid 20,625 and 28,125 ounces of  the
gold  loan  and, as  a result  of the  repayments, approximately  $9,800,000 and
$13,363,000, respectively, of deferred revenue was recognized in gold sales.
 
                                      F-11
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
    Pursuant to  the gold  loan agreements,  FMG was  required to  enter into  a
forward   sales  arrangement,  covering  202,600  ounces  of  gold.  Under  this
agreement,  during  1994  and   1993,  FMG  sold   47,000  and  40,000   ounces,
respectively,  at  $400  per ounce.  All  commitments under  the  agreement were
fulfilled as of June 30, 1994.
 
(6)  PENSION, 401(K) AND LONG-TERM INCENTIVE PLANS
 
    Prior to the  spin-off, the  Company's employees participated  in the  First
Mississippi   qualified  noncontributory   defined  benefit   pension  plan.  In
connection with  spin-off, the  Company agreed  to establish  its own  qualified
noncontributory  defined benefit pension plan. In turn, First Mississippi agreed
to (i)  maintain the  administration  and funding  of  accrued benefits  at  the
spin-off  date for all vested Company employees,  and (ii) transfer funds to the
Company's plan equal to the actuarially determined pension liability of the  non
vested Company employees in the First Mississippi Plan.
 
    The  Company's  plan  will  cover  all  full-time  permanent  employees. The
benefits are based on years of service and participants' compensation during the
last five years of employment. Under the plan, an employee becomes a participant
following six  months  of  service,  provided that  the  employee  is  regularly
employed  for  at least  1,000  hours per  year.  Pension expense  was $195,000,
$451,000, $412,000 and $374,000 for the  six months ended December 31, 1995  and
years ended June 30, 1995, 1994 and 1993, respectively.
 
    At  December 31, 1995, First Mississippi  has not yet transferred funds, and
therefore the liability, for unvested Company employees previously covered under
the First  Mississippi Plan.  Based on  the information  available, the  Company
believes  that the impact of the post spin-off events on the Company's financial
statements is not material.
 
    Substantially all employees  who have  completed six months  of service  are
eligible  to participate  in the Company's  401(k) thrift plan.  Under the plan,
employees may elect to contribute from 1% to 16.8% of monthly base pay, with the
Company providing matching  contributions up to  4% of monthly  base pay.  Total
expense under the plan amounted to $103,000, $217,000, $195,000 and $181,000 for
the  six months ended December 31, 1995, and the years ended June 30, 1995, 1994
and 1993, respectively.
 
    Directors, officers and certain key employees of the Company participate  in
a  long-term incentive plan under which  the Company has reserved 900,000 shares
of common  stock for  issuance. Awards  may be  in the  form of  stock  options,
options  to  purchase debentures  convertible into  common stock  or convertible
preferred stock, stock appreciation rights, performance units, restricted stock,
supplemental cash and  such other forms  as the Board  of Directors may  direct.
Stock  options may be incentive stock options or nonqualified stock options. The
Board of  Directors in  its discretion  will determine  the recipients  and  the
amounts  of all  awards. Options  outstanding will  expire in  1998 through 2004
unless exercised. The debenture options outstanding give the holder the right to
purchase a debenture from the Company, which is convertible into preferred stock
which is  then convertible  into common  stock of  the Company  at the  original
option  price. As of December 31, 1995, awards for 35,575 common shares remained
available for granting until the plan terminates in 1997.
 
                                      F-12
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
    Changes in stock options and debenture  options during the six months  ended
December  31, 1995  and the  years ended  June 30,  1995, 1994  and 1993  are as
follows:
 
<TABLE>
<CAPTION>
                                                          STOCK OPTIONS                  DEBENTURE OPTIONS
                                                  ------------------------------  -------------------------------
                                                  NUMBER OF    OPTION PRICE PER   NUMBER OF    OPTION PRICE PER
                                                    SHARES          SHARE          SHARES           SHARE
                                                  ----------  ------------------  ---------  --------------------
<S>                                               <C>         <C>                 <C>        <C>
Outstanding at June 30, 1993....................     125,000        $4.375          100,300     3.25 - 10.1875
  Granted.......................................      60,200        6.6875            5,000         6.375
  Expired or canceled...........................      (2,300)       6.6875           (3,000)     7.625 - 9.75
                                                  ----------                      ---------
Outstanding at June 30, 1994....................     182,900    4.375 - 6.6875      102,300     3.25 - 10.1875
  Granted.......................................     246,349    7.25 - 11.4375        1,000        9.53125
  Exercised.....................................     (47,600)   6.6875 - 7.25       (13,500)    3.25 - 10.1875
  Expired or canceled...........................    (129,700)   4.375 - 6.6875      (20,300)    7.625 - 9.750
                                                  ----------                      ---------
Outstanding at June 30, 1995....................     251,949   4.375 - 11.4375       69,500     3.25 - 10.1875
                                                  ----------                      ---------
  Granted.......................................     207,376        20.25                --
                                                  ----------                      ---------
Outstanding at December 31, 1995................     459,325    4.375 - 20.25        69,500     3.25 - 10.1875
                                                  ----------                      ---------
                                                  ----------                      ---------
</TABLE>
 
    In August  1994,  a restricted  stock  award  of 10,000  common  shares  was
granted.  Under the terms of  the restricted stock award and  as a result of the
spin-off and subsequent equity offering completed in November 1995 (see note 2),
the restricted stock award vested in  February 1996. No restricted stock  awards
were  granted during the six months ended  December 31, 1995 or during the years
ended June 30, 1994 and 1993.
 
(7)  HEDGING ACTIVITIES AND COMMITMENTS
 
    The Company's principal product is gold. As such, the Company is subject  to
price  risk from fluctuating gold prices.  The Company uses hedging transactions
to protect earnings  and cash flows  from the impact  of short-term declines  in
gold  prices.  At December  31,  1995, the  Company  had commitments  under spot
deferred sales contracts for the delivery of gold as follows:
 
<TABLE>
<CAPTION>
           DELIVERY DATE                  PRICE RANGE        OUNCES
------------------------------------  --------------------  ---------
<S>                                   <C>                   <C>
Year ending December 31, 1996          $387.63 - $420.56      104,100
</TABLE>
 
    Based on the market price of gold on December 31, 1995, the unrealized  gain
on  these  contracts  is  $1,559,000.  Risk of  loss  arises  from  the possible
inability of the counterparty to fulfill its obligations under the contracts and
from changes in the Company's anticipated gold production.
 
(8)  RELATED PARTY TRANSACTIONS
 
  (A) NOTES PAYABLE
 
    As discussed in note 2, contemporaneously with the spin-off, the Company and
First Mississippi executed  a promissory  note, whereupon  all promissory  notes
previously  entered into between the two  companies were canceled. The principal
balance of the promissory note  is equal to the  indebtedness of the Company  to
First  Mississippi for advances and accrued interest  thereon, as of the date of
the spin-off, net of the $13,900,000 receivable resulting from the settlement of
the tax sharing agreement (see note 9).
 
    The promissory note is due September 22, 2000 or upon a change in control of
the Company and may be prepaid without penalty. Interest on the note accrues  at
a  LIBOR-based rate  (6.25% at December  31, 1995)  and is payable  based on the
LIBOR period selected by the Company (one  month, three month, six month or  one
year).
 
    At  June 30,  1995 and  1994, the  Company had  $40,900,000 and $29,339,000,
respectively, outstanding  pursuant  to  notes  payable  to  First  Mississippi.
Interest  accrued at the prime rate plus 0.75%  and, if unpaid, was added to the
balance due under the notes.
 
                                      F-13
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
    Accrued interest and income taxes  payable transferred to notes payable  and
interest expense on common due First Mississippi are as follows:
 
<TABLE>
<CAPTION>
                                         SIX MONTHS
                                           ENDED                YEAR ENDED JUNE 30,
                                        DECEMBER 31,  ----------------------------------------
                                            1995          1995          1994          1993
                                        ------------  ------------  ------------  ------------
<S>                                     <C>           <C>           <C>           <C>
Accrued interest payable transferred
  to notes payable....................    3,048,000      2,280,000     1,505,000       898,000
Income tax payable transferred to
  notes payable.......................           --             --     3,000,000            --
Interest expense net of capitalized
  interest............................   $1,278,000   $  1,801,000  $  1,730,000  $  1,063,000
</TABLE>
 
  (B) ADMINISTRATIVE CHARGES
 
    The  Company had an administrative services agreement with First Mississippi
which was terminated in conjunction with the spin-off. Prior to termination, the
Company reimbursed First Mississippi on  a fee basis determined annually.  Under
this  agreement, the Company reimbursed First Mississippi approximately $59,000,
$224,000, $139,000 and $148,000 for the  six months ended December 31, 1995  and
years ended June 30, 1995, 1994 and 1993, respectively. Direct expenses incurred
by  First Mississippi on behalf of the Company were charged to the Company based
on the actual costs incurred.
 
    The Company reimbursed First  Mississippi approximately $220,000,  $327,000,
$214,000 and $141,000 for the six months ended December 31, 1995 and years ended
June 30, 1995, 1994 and 1993, respectively, for insurance premiums paid by First
Mississippi on behalf of the Company.
 
(9)  INCOME TAXES
 
    Until  the spin-off,  the Company and  First Mississippi  operated under the
terms of  a  Tax Sharing  Agreement.  In  connection with  the  spin-off,  First
Mississippi  and the Company entered into  an Amended Tax Sharing Agreement. The
Amended Tax Sharing Agreement  provides for the termination  of the Tax  Sharing
Agreement,  and  sets  forth  the parties'  obligations  with  respect  to taxes
relating to pre-distribution taxable periods (Pre-Spin-Off Periods).
 
    The Amended Tax  Sharing Agreement  obligated First Mississippi  to pay  the
Company (by either an actual payment or a reduction in the Company's outstanding
indebtedness  to  First  Mississippi)  an agreed  upon  amount  of approximately
$13,900,000, representing the tax  benefit received by  the affiliated group  of
which  First Mississippi is the common parent corporation (the First Mississippi
Affiliated Group) from its use of  the Company's losses, deductions, credit  and
allowances  in Pre-Spin-Off Periods. As a  result of this agreement, the Company
relinquished its rights to, and eliminated the deferred tax balances of, certain
Federal net  operating loss  carryforwards and  alternative minimum  tax  credit
carryforwards totaling $10,774,000 and $8,591,000, respectively, and the related
valuation allowance of $6,684,000.
 
    The  Company has  agreed in the  Amended Tax Sharing  Agreement to indemnify
First Mississippi for any  taxes attributable to the  Company and assessed  with
respect  to consolidated or  combined tax returns which  include the Company and
relate to  Pre-Spin-Off Periods,  to the  extent any  liability for  such  taxes
exceeds  $250,000.  Conversely, First  Mississippi has  agreed to  indemnify the
Company against any  liability for taxes  attributable to members  of the  First
Mississippi Affiliated Group, other than the Company, but imposed on the Company
as a result of its inclusion in First Mississippi's consolidated or combined tax
returns  for the Pre-Spin-Off Periods. Certain of the Federal Income tax returns
of the First Mississippi Affiliated Group are presently under examination by the
Internal Revenue Service  for the  years 1987 through  1994. In  the opinion  of
management, any additional tax liability, not previously provided for, resulting
from  these  examinations  and ultimately  determined  to be  payable,  has been
adequately provided for.
 
                                      F-14
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
    The Company adopted Statement 109 as of July 1, 1993. The cumulative  effect
of  the change, totaling $1,350,000, is  reported separately in the consolidated
statement of operations for the year  ended June 30, 1994. Financial  statements
of prior years have not been restated to apply the provisions of Statement 109.
 
    Income  tax expense (benefit) attributable  to earnings (loss) before income
tax expense consists of (in thousands):
 
<TABLE>
<CAPTION>
                                                               SIX MONTHS
                                                                  ENDED           YEARS ENDED JUNE 30,
                                                              DECEMBER 31,   -------------------------------
                                                                  1995         1995       1994       1993
                                                              -------------  ---------  ---------  ---------
<S>                                                           <C>            <C>        <C>        <C>
Federal:
  Current...................................................    $    (884)   $     428  $   3,783  $     867
  Deferred..................................................           --           --     (2,483)    (1,484)
                                                                    -----    ---------  ---------  ---------
                                                                $    (884)   $     428  $   1,300  $    (617)
                                                                    -----    ---------  ---------  ---------
                                                                    -----    ---------  ---------  ---------
</TABLE>
 
    Income tax expense (benefit) for the six months ended December 31, 1995  and
years  ended June 30, 1995, 1994 and 1993, respectively, differ from the amounts
computed by applying the U.S.  federal income tax rate of  35% for 1995 and  34%
for 1994 and 1993, to pretax income as a result of the following:
 
<TABLE>
<CAPTION>
                                                            SIX MONTHS
                                                              ENDED           YEARS ENDED JUNE 30,
                                                           DECEMBER 31,  -------------------------------
                                                               1995        1995       1994       1993
                                                           ------------  ---------  ---------  ---------
                                                                          (IN THOUSANDS)
<S>                                                        <C>           <C>        <C>        <C>
Computed "expected" tax expense (benefit)................   $   (2,069)  $  (6,275) $   1,904  $  (1,049)
Increase in valuation allowance for net deferred tax
  assets.................................................           --       6,684         --         --
Percentage depletion.....................................        1,353      (1,177)    (1,043)        --
Nondeductible expenses and other.........................         (168)         16        (91)         5
Benefit not recorded for net operating loss..............           --          --         --        427
Tax provision adjustment for pending IRS matters.........           --       1,180        427         --
Adjustment to deferred tax assets and liabilities for
  enacted change in tax rates............................           --          --        103         --
                                                           ------------  ---------  ---------  ---------
Actual tax expense (benefit).............................   $     (884)  $     428  $   1,300  $    (617)
                                                           ------------  ---------  ---------  ---------
                                                           ------------  ---------  ---------  ---------
</TABLE>
 
    For  the year ended June 30, 1993, deferred income tax benefit of $1,484,000
results from timing  differences in the  recognition of income  and expense  for
income  tax and  financial reporting  purposes. The  sources and  tax effects of
those timing differences for  the year ended June  30, 1993 are presented  below
(in thousands):
 
<TABLE>
<S>                                                                          <C>
Capitalized mineral exploration and development costs and related
  amortization.............................................................  $   3,470
Depreciation and depletion.................................................     (1,718)
Alternative minimum tax credit carryforward................................       (867)
Tax effect of net operating loss carryforward..............................     (1,754)
Benefit not recorded for loss carryback....................................        427
Deferred loan costs........................................................        (69)
Accrued reclamation costs..................................................       (322)
Inventory valuation adjustment.............................................       (510)
Other, net.................................................................       (141)
                                                                             ---------
                                                                             $  (1,484)
                                                                             ---------
                                                                             ---------
</TABLE>
 
                                      F-15
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
    The  tax effects of temporary differences that give rise to the deferred tax
assets and deferred tax liabilities at December  31, 1995 and June 30, 1995  and
1994 are presented below:
 
<TABLE>
<CAPTION>
                                                                     SIX MONTHS
                                                                       ENDED       YEAR ENDED JUNE 30,
                                                                    DECEMBER 31,  ----------------------
                                                                        1995         1995        1994
                                                                    ------------  ----------  ----------
                                                                               (IN THOUSANDS)
<S>                                                                 <C>           <C>         <C>
Deferred tax assets:
  Accrued pension costs...........................................   $      657   $      656  $      519
  Accrued reclamation costs.......................................        1,093        1,085       1,052
  Deferred stripping costs........................................        4,017        4,017       2,256
  Inventory valuation adjustment..................................          448          374         356
  Federal net operating loss carryforward.........................        1,153       10,318       2,643
  Alternative minimum tax credit carryforward.....................          566        9,157       9,695
  Other, net......................................................        1,063          883         846
                                                                    ------------  ----------  ----------
        Total gross deferred tax assets...........................        8,997       26,490      17,367
  Less valuation allowance........................................           --       (6,684)         --
                                                                    ------------  ----------  ----------
        Total deferred tax assets.................................        8,997       19,806      17,367
                                                                    ------------  ----------  ----------
Deferred tax liabilities:
  Plant and equipment, principally due to differences in
    depreciation..................................................       (1,957)      (1,551)     (1,770)
  Interest capitalized for financial reporting purposes...........         (279)        (279)       (303)
  Depletion.......................................................       (1,114)      (1,114)     (1,114)
  Capitalized mineral exploration and development costs net of
    related amortization..........................................      (12,790)     (11,792)     (9,020)
  Other, net......................................................       (1,468)        (225)       (315)
                                                                    ------------  ----------  ----------
        Total gross deferred tax liabilities......................      (17,608)     (14,961)    (12,522)
                                                                    ------------  ----------  ----------
        Net deferred tax assets (liabilities).....................   $   (8,611)  $    4,845  $    4,845
                                                                    ------------  ----------  ----------
                                                                    ------------  ----------  ----------
</TABLE>
 
    As  of December 31,  1995, the Company has  net operating loss carryforwards
for Federal income tax purposes of approximately $3,293,000 which may be used by
the Company  to  offset  future  federal taxable  income,  if  any.  These  loss
carryforwards will expire in 2010.
 
    The  Company has  alternative minimum  tax credit  carryforwards of $566,000
available  to  reduce  future  regular  income  taxes,  if  any,  in  excess  of
alternative  minimum taxes  the carryforwards  are available  over an indefinite
period.
 
(10)  LEASES
 
    The Company is obligated under capital leases for mining equipment. The term
of the leases range from four to  five years. A certain lease provides that  the
Company  will purchase the leased  equipment at fair market  value at the end of
the lease term or renew the lease for an additional two years.
 
    At December 31, 1995, the gross amount of leased property held under capital
leases totaled $5,515,000,  with related accumulated  depreciation of  $309,000.
Amortization  of assets held under capital  leases is included with depreciation
expense.
 
                                      F-16
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
    The Company  also  has several  noncancelable  operating leases  for  mining
equipment,  vehicles  and  office  space. Future  minimum  lease  payments under
noncancelable operating leases (with initial or remaining lease terms in  excess
of  one year) and future  capital lease payments as of  December 31, 1995 are as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                           CAPITAL    OPERATING
                                                                           LEASES      LEASES
                                                                          ---------  -----------
<S>                                                                       <C>        <C>
Years ending December 31:
  1996..................................................................
  1997..................................................................  $   1,213   $   1,578
  1998..................................................................      1,292       1,468
  1999..................................................................      1,390       1,467
  2000..................................................................      1,980       1,468
  Thereafter............................................................        430         949
                                                                          ---------  -----------
        Total minimum lease payments....................................      6,305   $   6,930
                                                                                     -----------
                                                                                     -----------
  Less amounts representing interest....................................     (1,074)
                                                                          ---------
        Present value of minimum capital lease payments.................      5,231
  Less current installments.............................................       (844)
                                                                          ---------
        Capital lease obligations, less current installments............  $   4,387
                                                                          ---------
                                                                          ---------
</TABLE>
 
    Rental expense  under  these  leases  amounted  to  $1,234,000,  $1,258,000,
$417,000,  and $442,000  for the  six months ended  December 31,  1995 and years
ended June 30, 1995, 1994 and 1993, respectively.
 
(11)  COMMITMENTS
 
    The Company has an agreement with  an independent contractor which owns  and
operates  an oxygen plant which provides oxygen for the autoclave process in the
mill. The  agreement  requires,  among  other  things,  that  the  Company  must
generally  pay the independent contractor at  a rate of approximately $224,000 a
month in 1996 (subject to future adjustment for inflation) and that the  Company
pay  a termination fee  if the contract  is terminated prior  to January 2004 of
approximately  $3,200,000   in  1996,   decreasing  each   year  thereafter   to
approximately $400,000 in the last year of the contract.
 
    The  Company is obligated to pay a 2%  royalty on net smelter returns of the
current mineral  production from  certain of  its mining  properties.  Royalties
accrued  on  sales are  recorded as  operating costs  and amounted  to $783,000,
$1,535,000, $1,852,000 and $1,449,000 for the six months ended December 31, 1995
and years ended June 30, 1995, 1994 and 1993, respectively.
 
    In connection with  its hedging  activities, the Company  has established  a
$12,000,000  line  of  credit.  The  line  of  credit  is  guaranteed  by  First
Mississippi.
 
(12)  STOCKHOLDERS' RIGHTS PLAN
 
    On June 13, 1990,  the Company declared a  distribution of one common  stock
purchase  right for each outstanding share of common stock. The rights, which do
not have voting rights,  expire in June  2000 and are  subject to redemption  or
exchange  by the  Company at  $0.01 per right  at any  time before  the close of
business on the tenth day after  a public announcement that an acquiring  person
exists  (unless such 10-day period is extended  by action of the Company's Board
of Directors). The rights have an initial exercise price of $40 which is subject
to adjustment.  In  the  event  of an  entity,  other  than  First  Mississippi,
acquiring  more  than a  15%  beneficial ownership  of  the Company,  the rights
entitle the holder to acquire common stock of the Company with a value of  twice
the  established exercise  price. In  the event  of a  merger or  other business
combination, the rights  entitle the holder  to acquire stock  of the  acquiring
entity with a value of twice the established exercise price.
 
                                      F-17
<PAGE>
                       FIRSTMISS GOLD INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(13)  QUARTERLY FINANCIAL DATA (UNAUDITED)
 
    Selected  quarterly financial data follow (in thousands except for per share
data):
 
<TABLE>
<CAPTION>
                                                                                                       QUARTERLY
                                                                                                 ----------------------
DECEMBER 31, 1995                                                                                 SEPT. 30     DEC. 31
-----------------------------------------------------------------------------------------------  -----------  ---------
<S>                                                                                              <C>          <C>
Net sales......................................................................................   $  17,605   $  16,820
                                                                                                 -----------  ---------
                                                                                                 -----------  ---------
Gross margin...................................................................................   $     666   $  (2,197)
                                                                                                 -----------  ---------
                                                                                                 -----------  ---------
Loss before income taxes.......................................................................   $  (1,659)  $  (4,252)
                                                                                                 -----------  ---------
                                                                                                 -----------  ---------
Net loss.......................................................................................   $  (1,234)  $  (3,793)
                                                                                                 -----------  ---------
                                                                                                 -----------  ---------
Loss per share.................................................................................   $   (0.07)  $   (0.18)
                                                                                                 -----------  ---------
                                                                                                 -----------  ---------
</TABLE>
 
    The above quarterly  earnings (loss)  per share  are based  on the  weighted
average  common  shares  outstanding  during  each  quarter  whereas  the annual
earnings (loss)  per share  are  based on  the  weighted average  common  shares
outstanding during the year.
<TABLE>
<CAPTION>
                                                                                               QUARTERLY
                                                                             ----------------------------------------------
JUNE 30, 1995                                                                 SEPT. 30     DEC. 31     MAR. 31     JUNE 30
---------------------------------------------------------------------------  -----------  ---------  -----------  ---------
<S>                                                                          <C>          <C>        <C>          <C>
Net sales..................................................................   $  21,509   $  16,517   $  15,786   $  17,673
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
Gross margin...............................................................   $   3,616   $  (1,349)  $   1,637   $  (2,194)
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
Earnings (loss) before income taxes........................................   $     882   $  (2,767)  $     (39)  $ (16,005)
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
Net earnings...............................................................   $     507   $  (1,827)  $    (454)  $ (16,583)
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
Earnings per share.........................................................   $    0.03   $   (0.10)  $   (0.03)  $   (0.91)
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
 
<CAPTION>
 
                                                                                               QUARTERLY
                                                                             ----------------------------------------------
JUNE 30, 1994                                                                 SEPT. 30     DEC. 31     MAR. 31     JUNE 30
---------------------------------------------------------------------------  -----------  ---------  -----------  ---------
<S>                                                                          <C>          <C>        <C>          <C>
Net sales..................................................................   $  20,836   $  24,495   $  24,658   $  25,161
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
Gross margin...............................................................   $   1,607   $   4,532   $   4,020   $   2,860
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
Earnings (loss) before cumulative effect of change in accounting
  principle................................................................   $    (185)  $   1,826   $   2,123   $     535
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
Net earnings...............................................................   $   1,165   $   1,826   $   2,123   $     535
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
Earnings (loss) per share before cumulative effect of accounting change....   $   (0.01)  $    0.10   $     .12   $    0.03
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
Earnings per share.........................................................   $    0.06   $    0.10   $    0.12   $    0.03
                                                                             -----------  ---------  -----------  ---------
                                                                             -----------  ---------  -----------  ---------
</TABLE>
 
    As  described in  note 9, the  Company adopted  Statement 109 as  of July 1,
1993. The  cumulative effect  of  the change,  totaling $1,350,00,  is  reported
separately  in the consolidated statements of operations for the year ended June
30, 1994.
 
                                      F-18
<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<S>         <C>        <C>
 3(a)       --         Articles  of Incorporation,  as amended,  which were  filed as Exhibit
                       3(a) to the Company's Annual Report  on Form 10-K for the fiscal  year
                       ended June 30, 1991, are incorporated herein by reference.
 
 3(b)       --         Bylaws  of  the  Company, which  were  filed  as Exhibit  3(b)  to the
                       Company's Annual Report on  Form 10-K for the  fiscal year ended  June
                       30, 1990, are incorporated herein by reference.
 
 4(a)       --         Article  IV, Article XIII and Article XIV of the Company's Articles of
                       Incorporation, which  are  included in  Exhibit  3(a) filed  with  the
                       Company's  Annual Report on  Form 10-K for the  fiscal year ended June
                       30, 1991, are incorporated herein by reference.
 
 4(b)       --         Article II and Article V, Section 6 of the Company's Bylaws, which are
                       included in Exhibit  3(b) filed  with the Company's  Annual Report  on
                       Form 10-K for fiscal year ended June 30, 1990, are incorporated herein
                       by reference.
 
 4(c)       --         Company   Resolutions  authorizing   the  1988-A   Series  Convertible
                       Preferred Stock, effective July 13, 1988, which were filed as  Exhibit
                       4(c)  to the Company's Annual Report on  Form 10-K for the fiscal year
                       ended June 30, 1988, are incorporated by reference.
 
 4(d)       --         Company  Resolutions   authorizing  the   1989-A  Series   Convertible
                       Preferred Stock, effective August 9, 1989, which were filed as Exhibit
                       4(f)  to the Company's Annual  Report on Form 10-K  for the year ended
                       June 30, 1989, are incorporated herein by reference.
 
 4(e)       --         Company  Resolutions   authorizing  the   1989-B  Series   Convertible
                       Preferred  Stock,  effective November  2,  1989, which  were  filed as
                       Exhibit 4.1 to  the Company's Quarterly  Report on Form  10-Q for  the
                       quarter   ended  September  30,  1989,   are  incorporated  herein  by
                       reference.
 
 4(f)       --         Company  Resolutions   authorizing  the   1990-A  Series   Convertible
                       Preferred Stock, effective August 8, 1990, which were filed as Exhibit
                       4(f)  to the Company's Annual Report on  Form 10-K for the fiscal year
                       ended June 30, 1990, are incorporated herein by reference.
 
 4(g)       --         Company Resolutions authorizing the Company's 1990-B and 1990-C Series
                       Convertible Preferred Stock, effective  November 1, 1990 and  November
                       2,  1990,  respectively,  which  were  filed  as  Exhibit  4.1  to the
                       Company's  Quarterly  Report  on  Form  10-Q  for  the  quarter  ended
                       September 30, 1990, are incorporated herein by reference.
 
 4(h)       --         Company   Resolutions  authorizing   the  1991-A   Series  Convertible
                       Preferred Stock,  effective  August  14, 1991,  which  were  filed  as
                       Exhibit  4(h)  to the  Company's Annual  Report on  Form 10-K  for the
                       fiscal year ended June 30, 1991, are incorporated herein by reference.
 
 4(i)       --         Company  Resolutions   authorizing  the   1991-B  Series   Convertible
                       Preferred  Stock,  effective November  7,  1991, which  were  filed as
                       Exhibit 4.1 to  the Company's Quarterly  Report on Form  10-Q for  the
                       quarter   ended  September  30,  1991,   are  incorporated  herein  by
                       reference.
 
 4(j)       --         Company  Resolutions   authorizing  the   1992-A  Series   Convertible
                       Preferred  Stock,  effective November  5,  1992, which  were  filed as
                       Exhibit 4  to the  Company's Quarterly  Report on  Form 10-Q  for  the
                       quarter   ended  September  30,  1992,   are  incorporated  herein  by
                       reference.
</TABLE>
<PAGE>
<TABLE>
<S>         <C>        <C>
 4(k)       --         Company  Resolutions   authorizing  the   1993-A  Series   Convertible
                       Preferred  Stock,  effective November  4,  1993, which  were  filed as
                       Exhibit 4  to the  Company's Quarterly  Report on  Form 10-Q  for  the
                       quarter   ended  September  30,  1993,   are  incorporated  herein  by
                       reference.
 
 4(l)       --         Credit Agreement, dated as  of December 30, 1987,  which was filed  as
                       Exhibit  10.17  to  Amendment  No.  1  to  the  Company's Registration
                       Statement  on  Form  S-1  filed  with  the  Securities  and   Exchange
                       Commission  on November 2,  1987 (the "Form  S-1"), is incorporated by
                       reference.
 
 4(m)       --         First Amendment to  Credit Agreement,  dated as of  January 26,  1988,
                       which  was filed as Exhibit 10.23 to  Amendment No. 2 to the Company's
                       Form S-1, is incorporated by reference.
 
 4(n)       --         Second Amendment  to Credit  Agreement, dated  as of  April 14,  1988,
                       which  was filed as Exhibit 10.24 to  Amendment No. 4 to the Company's
                       Form S-1, is incorporated by reference.
 
 4(o)       --         Third Amendment to Credit Agreement, dated as of March 30, 1989, which
                       was filed as Exhibit 4(h) to the Company's Annual Report on Form  10-K
                       for the fiscal year ended June 30, 1989, is incorporated by reference.
 
 4(p)       --         Fourth  Amendment to the  Credit Agreement, dated as  of July 2, 1990,
                       which was filed as Exhibit 4(m) to the Company's Annual Report on Form
                       10-K for the fiscal year ended  June 30, 1991, is incorporated  herein
                       by reference.
 
 4(q)       --         Amended  and  Restated Gold  Loan Agreement,  dated January  26, 1988,
                       which was filed as Exhibit 10.15  to Amendment No. 2 to the  Company's
                       Form S-1, is incorporated by reference.
 
 4(r)       --         Rights  Agreement dated June 13, 1990, which was filed as Exhibit 1 to
                       the Company's  Form  8-K  dated  June 13,  1990,  is  incorporated  by
                       reference.
 
 4(s)       --         Loan  Agreement between the Company and First Mississippi, dated March
                       29, 1990, which  was filed  as Exhibit  4(p) to  the Company's  Annual
                       Report  on  Form 10-K  for the  fiscal  year ended  June 30,  1991, is
                       incorporated herein by reference.
 
 4(t)       --         Amendment to Loan Agreement between The Company and First Mississippi,
                       dated August  27,  1991,  which  was filed  as  Exhibit  4(q)  to  the
                       Company's  Annual Report on  Form 10-K for the  fiscal year ended June
                       30, 1991, is incorporated herein by reference.
 
 4(u)       --         Second Amendment  to  Loan Agreement  between  the Company  and  First
                       Mississippi  dated August 25, 1993, which was filed as Exhibit 4(t) to
                       the Company's Annual  Report on Form  10-K for the  fiscal year  ended
                       June 30, 1993, is incorporated herein by reference.
 
10(a)       --         Gold  Production Purchase Agreement, dated November 11, 1987, together
                       with Form of Amendment No. 1 thereto, which was filed as Exhibit 10.16
                       to Amendment  No. 1  to the  Company's Form  S-1, is  incorporated  by
                       reference.
 
10(b)       --         Administrative  Services Agreement, dated October  28, 1987, which was
                       filed as Exhibit 10.2  to the Company's Form  S-1, is incorporated  by
                       reference.
 
10(c)       --         Tax Sharing Agreement effective as of October 1, 1987, which was filed
                       as  Exhibit  10.3  to  the  Company's  Form  S-1,  is  incorporated by
                       reference.
 
10(d)       --         FirstMiss Gold Inc. Amended and Restated Long-Term Incentive Plan,  as
                       amended  November 14,  1992, which was  filed as  Exhibit 10(i) Annual
                       Report on  Form  10-K for  the  fiscal year  ended  June 30,  1993  is
                       incorporated herein by reference.
</TABLE>
<PAGE>
<TABLE>
<S>         <C>        <C>
10(e)       --         Assignment  Agreement,  dated October  28,  1987, which  was  filed as
                       Exhibit 10.14 to the Company's Form S-1, is incorporated by reference.
 
10(f)       --         Reserved.
 
10(g)       --         Gold Loan  Agreement, dated  November  11, 1987,  which was  filed  as
                       Exhibit  10.15  to  Amendment No.  1  to  the Company's  Form  S-1, is
                       incorporated by reference.
 
10(h)       --         Indemnity Agreement, dated as of October 30, 1987, which was filed  as
                       Exhibit  10.18  to  Amendment No.  1  to  the Company's  Form  S-1, is
                       incorporated by reference.
 
10(i)       --         Credit Support Agreement,  dated as  of December 30,  1987, which  was
                       filed  as Exhibit 10.19 to Amendment No.  1 to the Company's Form S-1,
                       is incorporated by reference.
 
10(j)       --         Construction Deed of  Trust, Assignment of  Rents, Security  Agreement
                       and  Fixture Filing, dated as of December 30, 1987, which was filed as
                       Exhibit 10.20  to  Amendment No.  2  to  the Company's  Form  S-1,  is
                       incorporated by reference.
 
10(k)       --         Developer Indemnity Agreement, dated as of January 26, 1988, which was
                       filed  as Exhibit 10.21 to Amendment No.  2 to the Company's Form S-1,
                       is incorporated by reference.
 
10(l)       --         Amendment No. 1 to the Gold Production Purchase Agreement, dated as of
                       January 26, 1988, which was filed as Exhibit 10.22 to Amendment No.  2
                       to the Company's Form S-1, is incorporated by reference.
 
10(m)       --         Form  of Termination  Agreement between  First Mississippi Corporation
                       and Charles  M. McAuley  (Company's  Termination Agreement  with  such
                       individual  contains identical  provisions to  those contained  in the
                       form), which was filed as Exhibit 10(v) to the Company's Annual Report
                       on Form 10-K for the fiscal year ended June 30, 1991, is  incorporated
                       herein by reference.
 
10(n)       --         Form  of  Termination Agreement  between  the Company  and  Richard F.
                       Nanna, Q. Allen  Neal and  Charles M.  McAuley (Company's  Termination
                       Agreement  with each such individual  contains identical provisions to
                       those contained in the form), which was filed as Exhibit 10(w) to  the
                       Company's  Annual Report on  Form 10-K for the  fiscal year ended June
                       30, 1991, is incorporated herein by reference.
 
10(o)       --         Form of  Addendum to  Termination Agreement  between the  Company  and
                       Richard  F. Nanna,  Q. Allen  Neal and  Charles M.  McAuley (Company's
                       Addendum to Termination Agreement  with each such individual  contains
                       identical  provisions to those contained in the form), which was filed
                       as Exhibit 10(x) to the Company's  Annual Report on Form 10-K for  the
                       fiscal year ended June 30, 1991, is incorporated herein by reference.
 
10(p)       --         Refining   Agreement  between  FMG  Inc.   and  Metalor  USA  Refining
                       Corporation dated June 1,  1992, which was filed  as Exhibit 10(w)  to
                       the  Company's Annual  Report on Form  10-K for the  fiscal year ended
                       June 30, 1992, is incorporated herein by reference.
 
10(q)       --         Amendment to  Refining  Agreement between  FMG  Inc. and  Metalor  USA
                       Refining  Corporation dated May  27, 1993, which  was filed as Exhibit
                       10(x) to the Company's Annual Report on Form 10-K for the fiscal  year
                       ended June 30, 1993, is incorporated herein by reference.
 
10(r)       --         Mine  Operating Contract between  FMG Inc. and  N.A. Degerstrom, Inc.,
                       dated July 1, 1991, which was filed as Exhibit 10(aa) to the Company's
                       Annual Report on Form 10-K for the fiscal year ended June 30, 1991, is
                       incorporated herein by reference.
</TABLE>
<PAGE>
<TABLE>
<S>         <C>        <C>
10(s)       --         Oxygen Supply Agreement, dated August  27, 1987, and Air Rights  Lease
                       Agreement,  dated as of  August 27, 1987, which  were filed as Exhibit
                       10(j) to the Company's Annual Report  on Form 10-K for the year  ended
                       June 30, 1989, are incorporated herein by reference.
 
10(t)       --         Mine  Contract  between FMG  Inc. and  J.S. Redpath  Corporation dated
                       August 30, 1993, which  was filed as Exhibit  10(bb) to the  Company's
                       Form  10-K for  the fiscal year  ended June 30,  1994, is incorporated
                       herein by reference.
 
10(u)       --         Amendment  to   Administrative   Services  Agreement   between   First
                       Mississippi  and the Company dated August  29, 1995, which was filed a
                       Exhibit 10(cc) to the  Company's Form 10-K for  the fiscal year  ended
                       June 30, 1995, is incorporated herein by reference.
 
10(v)       --         Form  of Termination Agreement between  the Company and G.W. Thompson,
                       Donald S. Robson,  R. David  Russell and Donald  O. Miller  (Company's
                       Termination  Agreement  with each  such individual  contains identical
                       provisions to those contained in the form), which was filed as Exhibit
                       10(dd) to the Company's Form 10-K  for the fiscal year ended June  30,
                       1995, is incorporated herein by reference.
 
10(w)       --         Promissory  Note by  the Company in  favor of  First Mississippi dated
                       February 1, 1995, which was filed  as Exhibit 10(ee) to the  Company's
                       Form  10-K for  the fiscal year  ended June 30,  1995, is incorporated
                       herein by reference.
 
10(x)       --         Restricted Stock Award Agreement between the Company and G.W. Thompson
                       dated August  22, 1994,  which  was filed  as  Exhibit 10(ff)  to  the
                       Company's  Form  10-K for  the  fiscal year  ended  June 30,  1995, is
                       incorporated herein by reference.
 
10(y)       --         Post Spin-Off Agreement dated as of September 24, 1995, by and between
                       First Mississippi and the Company, which was filed as Exhibit 10(a) to
                       the Company's  Report  on  Form  8-K  dated  September  24,  1995,  is
                       incorporated by reference herein.
 
10(z)       --         Tax  Ruling Agreement dated  as of September 24,  1995, by and between
                       First Mississippi and the Company, which was filed as Exhibit 10(b) to
                       the Company's  Report  on  Form  8-K  dated  September  24,  1995,  is
                       incorporated by reference herein.
 
10(aa)      --         Loan  Agreement dated as  of September 24, 1995,  by and between First
                       Mississippi and the Company, which was  filed as Exhibit 10(c) to  the
                       Company's Report on Form 8-K dated September 24, 1995, is incorporated
                       by reference herein.
 
10(bb)      --         Amended  Tax Sharing Agreement dated as  of September 24, 1995, by and
                       between First Mississippi and the Company, which was filed as  Exhibit
                       10(d) to the Company's Report on Form 8-K dated September 24, 1995, is
                       incorporated by reference herein.
 
10(cc)      --         Loan  Agreement  dated as  of September  24, 1995  by and  between The
                       Toronto Dominion Bank and the Company.
 
21.         --         List of subsidiaries of the Company.
 
23.         --         Consent of KPMG  Peat Marwick LLP  regarding incorporation of  reports
                       into Registration Statements.
 
27.         --         Financial Data Schedule.
</TABLE>
 
    Certain  debt instruments have not been filed. The Company agrees to furnish
a copy of such agreement(s) to the commission upon request.