<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                   FORM 10-K
 
    (Mark One)
 
    /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
 
                  For the fiscal year ended December 31, 1996
 
                                       OR
 
    / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
 
    Commission File Number 0-16484
 
                           GETCHELL GOLD CORPORATION
 
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                  DELAWARE                                      64-0748908
       (State or other jurisdiction of             (I.R.S. Employer Identification No.)
       incorporation or organization)
 
          5460 SOUTH QUEBEC STREET                                 80111
                  SUITE 240                                     (Zip Code)
             ENGLEWOOD, COLORADO
  (Address of principal executive offices)
</TABLE>
 
       Registrant's telephone number, including area code: (303) 771-9000
 
          Securities registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<S>                                                       <C>
                  TITLE OF EACH CLASS                              NAME OF EXCHANGES ON WHICH REGISTERED
--------------------------------------------------------  --------------------------------------------------------
            Common Stock, par value $0.0001                               American Stock Exchange
                                                                         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, based on the
March 6, 1997 closing price of $49 1/8 on the American Stock Exchange, was
approximately $1,234,000,000.
Common Stock outstanding on March 6, 1997 was 25,771,871 shares.
                            ------------------------
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    Portions of the registrant's definitive Proxy Statement to be filed pursuant
to Regulation 14A promulgated under the Securities and Exchange Act of 1934 for
the annual meeting of stockholders to be held May 2, 1997 are incorporated by
reference into Part III.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                     PART I
 
                    ITEMS 1 AND 2.  BUSINESS AND PROPERTIES
 
INTRODUCTION
 
    The following discussion of Getchell Gold Corporation's business and
properties includes "forward looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934, 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 "Business and Properties" and in
"Risk Factors" as found in Item 7 of this Form 10K.
 
    Getchell Gold Corporation (including its subsidiary, the "Company")
(formerly known as FirstMiss Gold Inc.), a Delaware corporation, 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
2).
 
    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 1995,
and for a nine month period during 1996, operations also included open pit
mining of oxide and sulfide ores. During the twelve-month period ended December
31, 1996, approximately 171,343 ounces of gold were produced and sold. A second
underground mine on the Getchell Property known as the "Turquoise Ridge" mine is
currently under development.
 
    The Getchell Property is presently in the midst of a transition from a
predominantly open pit operation to a predominantly underground operation.
During the transition period mill feed will be derived from a low-grade surface
stockpile built up during the past open pit phase and from underground ore from
the Getchell Underground mine. The continued transition away from stockpiled
surface ores will be dependent upon the successful development of the Turquoise
Ridge mine and mining the higher grade ores which independent studies indicate
should be found therein. Initial production of development ore from the
Turquoise Ridge mine is scheduled to begin no earlier than the end of 1997.
Until the Turquoise Ridge mine reaches full capacity, mill ore feed will
continue to be augmented by low grade stockpile ore. Full capacity output at the
Turquoise Ridge mine is expected to be 2,000 tons per day.
 
    Gold mineralization on the Getchell Property is found in a series of zones
associated with faults and with rock types which are chemically receptive to
mineralization. At December 31, 1996, the Company's proven and probable reserves
consisted of approximately 12.8 million tons of underground ore at an average
grade of 0.343 ounces of gold per ton or approximately 4.4 million contained
ounces of gold. There are also on the Getchell Property approximately 2.1
million tons of surface ore averaging 0.065 ounces per ton of gold or
approximately 0.1 million contained ounces of gold.
 
    The Company was incorporated in Nevada in August 1987 by ChemFirst Inc.
("ChemFirst," formerly known as First Mississippi Corporation), a Mississippi
corporation, for the purpose of financing, developing and operating the Getchell
Property 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, ChemFirst held approximately 81% of the Company's stock. In
October 1995 ChemFirst distributed its 14,750,000 shares of the Company's stock
to ChemFirst's shareholders in a tax free distribution (the "Spin-Off").
 
    In the fourth quarter of 1995 the Company sold 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. In 1996 the Company reincorporated in Delaware. In
September 1995 the Company changed its fiscal year end from June 30 to December
31. As a result, financial and operating data as found herein includes data for
the year ended
 
                                       1
<PAGE>
December 31, 1996, the six months ended December 31, 1995 and the two years
ended June 30, 1995 and 1994.
 
    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, 1996, the Company had 458 employees.
 
                                 [MAP]
 
Map which displays the outline of the Getchell Property, its general location
within the state of Nevada and labels of the various mines, faults and
processing facilities.
 
                                       2
<PAGE>
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.
ChemFirst purchased the property (inactive at the time) from Conoco Inc. in
1983. ChemFirst 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, 1996 the
Company had produced over 1.6 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 royalty
owned by a third party equal to 2% of the sales revenues after deducting
shipping and refining costs.
 
GEOLOGY.  Gold mineralization on the Getchell Property occurs in a series of
discrete zones associated with the north/south-trending Getchell Fault and with
the northeast-trending Turquoise Ridge Fault (See maps on pages 2 and 5). Both
systems cut through a thick sequence of interbedded early Paleozoic sedimentary
and volcanic units. Intensity of gold mineralization is related to structural
complexity and the location of rocks chemically receptive to mineralization.
"Mineralization" is a naturally occurring concentration of minerals which may or
may not be economically minable.
 
    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 and
south of 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 and at other places on the Getchell Property, typically occurring as
discrete zones at depths shallower than the sulfide mineralization. Additional
oxide and sulfide gold mineralization is found in an area known as Section 13
which is located approximately 3 miles northeast of the mill site (see map on
page 2).
 
MINING.  While the Company's past production came principally from open pit
mines, the Company's current production comes primarily from underground mining
at the Getchell Underground mine and low grade surface stockpiles. Surface
mining of sulfide ores in an open pit known as the "Main Pit" was terminated in
July 1995 after a geotechnical monitoring program indicated that the continued
pit mining would likely destablize the pit wall. Open pit mining of oxide ores
ceased in November 1996 following the exhaustion of recoverable oxide ores. The
Getchell Underground mine commenced commercial production in May 1995 and the
Company anticipates that the majority of mining activities will be from
underground operations for the foreseeable future.
 
    Stockpiles of low grade ore, mined during the active life of the Main Pit,
together with current production from the Getchell Underground mine are expected
to furnish mill feed until additional refractory ore sources from the Turquoise
Ridge ore body can be placed into production, although no assurance can be made.
Stockpile ore grades are expected to average no greater than 0.085 ounces per
ton, significantly lower than what is typically produced from the Getchell
Underground mine. As anticipated production increases from the Turquoise Ridge
mine, it is expected that stockpile useage will be scaled back. However, there
can be no assurance as to when, if ever, the Turquoise Ridge mine will commence
production or reach its designed capacity.
 
    GETCHELL UNDERGROUND MINE.  The Getchell Underground mine is located
immediately west of and directly beneath the inactive Main Pit. Access to the
ore body is achieved via two portals located in the west wall of the Main Pit
which connect to a series of declines to lower levels. Ore and waste is moved to
the surface by truck. During the year ended December 31, 1996 production from
the Getchell Underground mine averaged approximately 1,188 tons of ore per
operating day with an average gold grade of 0.301 ounces per ton or 127,687
contained ounces of gold. Production from the Getchell Underground
 
                                       3
<PAGE>
mine reached 1,371 tons of ore per operating day in the fourth quarter of 1996;
however there can be no assurance that such level of production can be
maintained in the future.
 
    The Company employs 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 being tested for future applications.
 
    HEAP LEACH.  Oxide ore mining on the Getchell Property ceased in mid-1995
with completion of the Turquoise Ridge oxide pit but resumed for a nine-month
period in 1996 as the small Valmy Hill oxide deposit was mined and stacked on
the heap pads. Valmy Hill mining was completed during the last quarter of 1996
and no additional oxide ore is expected to be added to the heap piles in the
foreseeable future. Leaching of oxide ore stacked in earlier periods is expected
to continue into 1997 to recover minor amounts of residual gold.
 
EXPLORATION AND DEVELOPMENT
 
    The Company's exploration activities are focused on the Getchell Property.
Methods employed include drilling, geological mapping, and geophysical and
geochemical surveys. The exploration staff includes six full-time geologists.
The full-time staff is augmented by consultants and other contract employees as
needed. Exploration efforts have been successful in recent years identifying new
gold reserves at the Getchell Underground mine and at Turquoise Ridge.
Exploration on the rest of the Getchell Property during 1996 and in earlier
years 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. Several other exploration targets have been identified at the Getchell
Property and await exploration drilling.
 
    Development drilling at the Getchell Underground mine indicates that the ore
body remains open at depth and along strike to the north and to the south.
Additional drilling is planned, on an ongoing basis, to determine the ultimate
extent of the ore body. Such drilling may determine that there are no
extensions.
 
TURQUOISE RIDGE.
 
    Development drilling during 1996 identified a southern extension to the
Turquoise Ridge ore body and by December 1996 sufficient drilling and
engineering had been done to establish an additional new reserve of 1.3 million
contained ounces of gold at an average grade of 0.400 ounces per ton. This new
southern extension is now known as the "Shaft Zone" of the Turquoise Ridge ore
body. The Shaft Zone is contiguous with the original Turquoise Ridge reserves
announced at the end of 1995 (see property map on page 5). Initial drill results
indicate that the Shaft Zone has more favorable grades and mining conditions
than the original Turquoise Ridge reserve and as a result the Company now
intends to initially pursue ores from the Shaft Zone rather than from the
original Turquoise Ridge reserve areas to the north of the shafts. Although no
assurance can be given, the Company expects no significant change in the total
development costs, expected production rates, or start-up schedule as a result
of this change in the plan to develop Turquoise Ridge.
 
    There are two shafts currently under construction at Turquoise Ridge to
provide access to the Shaft Zone reserves and ultimately to the other Turquoise
Ridge reserves. One shaft will serve as a production/ service shaft and the
other as a ventilation shaft and emergency escape-way. It is anticipated that
the ventilation shaft will provide access to the ore body and that development
drilling will be conducted from the ventilation shaft until the production shaft
is completed.
 
    The Company currently estimates that $88 million of capital is required to
bring the Turquoise Ridge underground mine into commercial production at its
designed capacity of 2,000 tons of ore per day. At
 
                                       4
<PAGE>
December 31, 1996 approximately $27.6 million of the projected $88 million had
been spent. Under the timetable presently contemplated by the Company initial
production of development ore would commence no earlier than the end of 1997
with such production levels being reached no earlier than 15 months after
initial production. However, there can be no assurance that the anticipated
costs will not exceed $88 million nor that this development schedule can be
achieved. See "Risk Factors--Certain Turquoise Ridge Mine Risks" in Item 7
below.
 
                                 [MAP]
 
Map which displays details of the active mining areas of the Getchell Property
including location of proven and probable reserves, shafts, mill facilities,
heap leach facilities, inactive pits and other sites.
 
                                       5
<PAGE>
RESERVES
 
    A reserve is that part of a mineral deposit which can be economically and
legally extracted or produced at the time of the reserve determination. Proven
reserves are reserves for which quantity is computed from dimensions revealed in
outcrops, trenches, workings or drill holes; grade and/or quality are computed
from the results of detailed sampling and the sites for inspection, sampling and
measurement are spaced so closely and the geologic character is so well defined
that size, shape, depth and mineral content of reserves are well-established.
Probable reserves are reserves for which quantity and grade and/ or quality are
computed from information similar to that used for proven reserves, but the
sites for inspection, sampling and measurement are farther apart or are
otherwise less adequately spaced. The degree of assurance, although lower than
that for proven reserves, is high enough to assume continuity between points of
observation.
 
    The Company's sulfide reserves are based upon a 0.200 ounce per ton cutoff
for underground reserves except for the original Turquoise Ridge deposits which
use a 0.250 ounce per ton cutoff. Sulfide stockpile reserves are based on a
0.075 ounce per ton cutoff. Oxide reserves are based on a 0.010 ounce per ton
cyanide soluble cutoff grade. Proven and probable mineable ore reserves shown
below are estimates of quantities and grades of ore which can be economically
recovered based on a $400 per ounce future gold price and projected future
mining and milling costs. If gold prices remain below $400 per ounce for an
extended time it may be determined that a portion of the proven and probable
mineable reserves listed below may not qualify as reserves in the future (See
"Risk Factors--Gold Price Volatility" and "Reserves" in Item 7 below).
 
    A total of 1.7 million new ounces of gold were added to reserves during 1996
bringing total proven and probable mineable reserves to 4.5 million ounces at
December 31, 1996 after deducting the 1996 production. The major additions
during the year include approximately 1.3 million new ounces in the Turquoise
Ridge Shaft Zone and approximately 0.4 million ounces in the Getchell
Underground mine.
 
    The following table sets forth the proven and probable mineable gold ore
reserves located on the Getchell Property as of December 31, 1996. These
reserves have been prepared by the Company and verified by two independent
mining consulting firms. Mineral Resources Development Inc. ("MRDI") confirmed
the portion of reserves identified in the 1995 Turquoise Ridge pre-feasibility
study (which reserves equaled 3,712,000 ore tons at a weighted average grade of
0.338 ounces per ton or 1,254,000 contained ounces of gold). All other reserves
were confirmed by Mine Development Associates ("MDA").
 
                                       6
<PAGE>
                     PROVEN AND PROBABLE MINEABLE RESERVES
 
<TABLE>
<CAPTION>
                                                                                     AVERAGE
                                                                                   GRADE (OZ./  CONTAINED
                               AREA                                    ORE TONS       TON)      OUNCES(1)
-------------------------------------------------------------------  ------------  -----------  ----------
<S>                                                                  <C>           <C>          <C>
UNDERGROUND RESERVES
  Turquoise Ridge..................................................     4,217,700       0.342    1,441,660
  Turquoise Ridge Shaft Zone.......................................     3,324,000       0.400    1,329,800
  Getchell Underground.............................................     5,119,100       0.309    1,582,890
  Other underground................................................       184,000       0.278       51,200
                                                                     ------------               ----------
Total Underground Reserves.........................................    12,844,800       0.343    4,405,550
                                                                     ------------               ----------
                                                                     ------------
SURFACE RESERVES
  Sulfide..........................................................       200,400       0.148       29,600
  Oxide............................................................     1,024,800       0.031       32,440
  Stockpile........................................................       876,030       0.085       74,400
                                                                     ------------               ----------
Total Surface Reserves.............................................     2,101,230       0.065      136,440
                                                                     ------------               ----------
                                                                     ------------
TOTAL PROVEN & PROBABLE............................................                              4,541,990
                                                                                                ----------
                                                                                                ----------
</TABLE>
 
------------------------
 
(1) The proven and probable mineable ore reserve ounces are "contained" ounces.
    Actual ounces expected to be recovered during milling and heap leach
    processing will be less due to process inefficiencies.
 
OPERATIONS
 
MILLING PROCESS.  Economic gold recoveries from the sulfide ores on the Getchell
Property are obtained by a pressure oxidation process (autoclaving) prior to
treatment by conventional carbon in leach ("CIL") processes. The Company's mill
was designed and constructed in 1989 to use high temperature, high pressure
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 then preheated. The
preheated ore slurry then enters the autoclaves where the temperature and
pressure are increased and oxygen is added to oxidize the sulfide minerals.
After the ore slurry leaves the autoclaves, limestone and lime are added to
adjust the pH level and sodium cyanide is added in small amounts to leach the
gold from the ore slurry. The ore slurry is then transferred to a conventional
CIL circuit where the dissolved gold is absorbed 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. 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 a nominal average daily 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. Daily mill
throughput averaged 3,059 tons and 3,215 tons in the year ended December 31,
1996 and the six months ended December 31, 1995, respectively. Gold recovery
averaged 88.7% and autoclave availability averaged 89% in the year ended
December 31, 1996.
 
    As discussed above, low grade stockpile ore is required to supplement the
underground ore feed at the current time. Although the grade of the stockpile
ore is relatively low, it has been sufficient to yield revenues in excess of the
variable costs of processing and thus generates cash to cover certain fixed
costs at the mine site.
 
HEAP LEACHING PROCESS.  Heap leaching is a process used to recover gold from
naturally oxidized, permeable ores. The process involves heaping the ore on an
impermeable pad and applying a weak cyanide
 
                                       7
<PAGE>
solution to the top of the heap. As the solution percolates through the heap,
gold is leached from the ore. The gold bearing solution is recovered as it seeps
from the bottom of the pile and the solution is treated to recover the gold.
Since gold recovery rates from heap leaching are lower than from conventional
CIL milling, this process is not usually applied to high-grade ore. In such
higher grade ore the value of the incremental gold recovered in a milling
process typically more than offsets the higher cost of the milling process.
Recovery of cyanide soluble gold averaged approximately 70% in the years ended
June 30, 1995 and 1994. Recovery of gold from oxide ore stacked in 1996 will not
be known until leaching of such ore is completed in 1997.
 
    Oxide ores from several pits on the Getchell Property were mined and leached
from 1985 until 1996. In 1995 full-time oxide ore mining was discontinued as
reserves which could be processed at the existing heap leach facility were
exhausted. Various small oxide deposits are still known to exist on the Getchell
Property and intermittent oxide mining may proceed from time to time, as it did
in 1996, on a non-continuous basis utilizing the ores from the small known
zones. The heap leach operation may also be reactivated from time to time to
recover residual gold from ores stacked in past periods.
 
PRODUCTION.  The following table sets forth selected information about the
Company's production of gold.
 
<TABLE>
<CAPTION>
                                                                            SIX MONTHS
                                                              YEAR ENDED      ENDED       YEARS ENDED JUNE 30,
                                                             DECEMBER 31,  DECEMBER 31,  ----------------------
                                                                 1996          1995         1995        1994
                                                             ------------  ------------  ----------  ----------
<S>                                                          <C>           <C>           <C>         <C>
Ounces of gold sold........................................      171,343        85,627      184,298     243,826
Average realized price per ounce...........................   $      396    $      402   $      388  $      390
Milling: Production (ounces)...............................      163,580        82,691      166,937     215,363
       Ore milled (dry tons)...............................    1,119,547       591,498    1,174,934   1,192,867
       Grade milled--pit ore
         (ounces per ton)..................................       --            --            0.220       0.202
       Grade milled--underground ore
         (ounces per ton)..................................        0.301         0.295        0.333       0.319
       Grade milled--stock pile ore
         (ounces per ton)..................................        0.082         0.104        0.132      --
       Average grade milled (ounces per ton)...............        0.162         0.160        0.175       0.203
       Cash costs per ounce produced.......................   $      410    $      379   $      327  $      290
 
Leaching: Production (ounces)..............................        7,763         2,936       17,361      28,463
         Ore processed (dry tons)..........................      874,753        --          955,068   1,285,615
         Average grade (ounces per ton)....................        0.019        --            0.025       0.030
         Cash costs per ounce produced.....................   $      231    $      144   $      318  $      183
</TABLE>
 
    In addition to ounces shown above there were 14,939 ounces produced during
development of the Getchell Underground mine in the year ended June 30, 1995.
 
    Grades and sources of mill feed for 1996 were as follows:
 
<TABLE>
<CAPTION>
                                                          GETCHELL
                                                        UNDERGROUND      TOTAL     VALMY HILL
                                             STOCKPILE      MINE      SULFIDE ORE   OXIDE ORE
                                             ---------  ------------  -----------  -----------
<S>                                          <C>        <C>           <C>          <C>
Tons Processed.............................    700,575      418,972    1,119,547      874,753
Average Grade..............................      0.082        0.301        0.162        0.019
</TABLE>
 
ANCILLARY FACILITIES AND RAW MATERIALS.  Oxygen used in the autoclave process is
supplied under a long-term agreement by an independent contractor which owns and
operates a plant at the Company's mill site. The agreement has a remaining term
of approximately seven years. Payments for the oxygen totaled $2.5 million in
1996. Supplemental liquid oxygen has been purchased and delivered via truck
during periods of
 
                                       8
<PAGE>
down time at the oxygen plant and when oxygen needs exceeded the oxygen plant
capacity during times of higher mill throughput. Liquid oxygen purchases were
negligible during 1996.
 
    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 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. Where practicable, the Company seeks to enter into
long term contracts to assure continuing supplies and to minimize costs of such
materials.
 
    The Company has constructed a tailings dam and pond on 297 acres of land on
the property. In 1996 the Company began the process of completing an additional
lift, thereby increasing the capacity at the tailings pond. Additional lifts to
increase capacity will be constructed as needed including completion of the 1996
lift in 1997. The pond is lined with a plastic liner and is designed to
accommodate water run-off from a 100-year flood event and reasonably expected
seismic activity for the site.
 
SALES AND MARKETING
 
    During the year ended December 31, 1996 the Company's dore was refined under
contracts with Metalor USA Refining Corporation ("Metalor") of North
Attleborough, Massachusetts, a wholly-owned subsidiary of Swiss Bank
Corporation. The refined gold was sold to Metalor (82% of total sales), the
Canadian Imperial Bank of Commerce, the Bank of Nova Scotia and Gerald Metals
Inc. The Company believes that there are a number of potential purchasers in
addition to those currently used. Total ounces of gold sold were 171,343 in
1996, 85,627 during the six months ended December 31, 1995, 199,237 (which
includes 14,939 development phase ounces from the Getchell Underground mine) in
the year ended June 30, 1995 and 243,826 in the year ended June 30, 1994. Of
these sales, none have been exported since the year ended June 30, 1994 when
seven percent was exported to France.
 
HEDGING ACTIVITIES
 
    The Company currently uses spot deferred contracts 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 on an established
future date 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
interest rate for cash deposits less the gold lease rate, for comparable
periods. The contango rate was 4.0% per annum for one-month to twelve-month
periods at December 31, 1996.
 
    On the scheduled future delivery date, the seller may deliver gold and
thereby fulfill the contract or defer delivery to a future date. If the spot
price on the delivery date is greater than the contract price, delivery on the
contract may be deferred to a new future date and the gold is sold at the higher
spot price. If the spot price is lower than the contract price, the delivery may
be made against the contract and the higher contract price is realized. In
practice, this generally allows the seller to maximize the price realized. Each
time a seller defers delivery, the forward sales price is increased by the then
prevailing contango (assuming it is positive) for the next period out to the
newly established future delivery date. Generally, the
 
                                       9
<PAGE>
counterparty will allow the seller to continue to defer contract deliveries
provided there is sufficient scheduled production from proven and probable
reserves to fulfill the commitment.
 
    At December 31, 1996, the Company had spot deferred contracts on 90,000
ounces of gold, all of which are scheduled to be delivered during 1997 at prices
ranging between $370 and $422. Based on the market price of gold at December 31,
1996, the unrealized gain on the contracts was $2.4 million.
 
    Risk of loss from these forward sales agreements arises from the possible
inability of a counterparty to honor contracts and from changes in the Company's
potential ability to deliver gold.
 
    The Company's accounting treatment for hedging is outlined in Notes 2 and 3
to Item 8--"Financial Statements and Supplementary Data."
 
GOVERNMENT REGULATION
 
    SAFETY  The mining operations of the Company are subject to inspection and
regulation by the Mine Safety and Health Administration of the United States
Department of Labor ("MSHA") under the provisions of the Mine Safety and Health
Act of 1977. The Occupational Safety and Health Administration ("OSHA") also has
jurisdiction over safety and health standards not covered by MSHA.
 
    On January 15, 1997, a mine site accident involving a mining vehicle
resulted in the death of a Company employee. As required by Federal law, MSHA
officials have investigated the nature and cause of the accident. MSHA has
notified the Company that as a result of the investigation, the Company will
likely be subject to maximum civil penalties of $350,000 and possible further
investigation. The ultimate outcome of the MSHA investigation is uncertain and
the Company is unable to estimate if further penalties will result. While
management of the Company believes that the results of the investigation will
not have a materially adverse impact on the financial position, operating
results or liquidity of the Company, no assurance can be given that this
investigation will not have such effects.
 
    CURRENT ENVIRONMENTAL LAWS AND REGULATIONS  The Company must comply with
standards, laws and regulations which may entail greater or lessor costs and
delays depending on the nature of the regulated activity and how stringently the
regulations are implemented by the regulatory 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 and
the governmental policies for implementation of such laws and regulations 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. These requirements include 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; (ii) the Endangered Species Act ("ESA") which
identifies endangered species of plants and animals and regulates activities to
protect these species and their habitats; (iii) the Clean Water Act; (iv) the
Clean Air Act; (v) the Resource Conservation and Recovery Act for disposal of
hazardous waste; (vi) the Migratory Bird Treaty Act; (vii) the Safe Drinking
Water Act; (viii) the Federal Land Policy and Management Act; (ix) the National
Environmental Policy Act; (x) the National Historic Preservation Act; and many
other state and federal laws and regulations.
 
                                       10
<PAGE>
    The United States 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"). EPA is currently
evaluating a Draft Hardrock Mining Framework which, if ultimately implemented,
could create a system of federal regulation of the entire mine site focused on
water quality and waste management. The requirements being considered by the EPA
are very similar to the existing Nevada regulations concerning environmental
controls at mine sites. Many of the requirements being considered by EPA could
be duplicative of existing Nevada regulations. The effect of compliance with a
new EPA program would depend on the extent to which the substantive or
procedural requirements of such new federal regulations would exceed the
existing requirements of the Nevada regulations.
 
    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 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.
 
    POTENTIAL LEGISLATION  Several recent legislative developments have affected
or may in the future affect the cost of and the ability of mining claimants to
use the Mining Law of 1872, as amended (the "General Mining Law"), to acquire
and use federal lands for mining operations. Since October 1994, a moratorium
has been imposed on processing new patent applications for mining claims. This
moratorium should not affect the status of the patent applications made by the
Company under the General Mining Law before the moratorium was imposed. Also,
since 1993, a rental or maintenance annual fee of $100 per claim has been
imposed by the Federal government on unpatented mining claims in lieu of the
prior requirement for annual assessment work. During the last several
Congressional sessions, bills have been repeatedly introduced in the U.S.
Congress which would supplant or radically alter the General Mining Law. As of
the end of 1996, no such bills have been passed. Such bills have proposed, among
other things, to permanently eliminate or greatly limit the right to a mineral
patent, impose royalties, and impose new Federal reclamation, environmental
control and other restoration requirements. Royalty proposals have ranged from a
2% royalty on "net profits" from mining claims to an 8% royalty on modified
gross income/net smelter returns. It is anticipated that similar legislation
will again be introduced when the new Congress convenes in 1997. If enacted,
such legislation could substantially impair the ability of companies to
economically develop mineral resources on federal lands. The extent of the
changes, if any, which may be made by Congress to the General Mining Law is not
presently known, and the potential impact on the Company as a result of future
Congressional action is difficult or impossible 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. Disposal of overburden and mineral processing wastes by the Company occur
on both private and federal lands. Exploration activities occur on both private
and federal lands. Other legislative initiatives regarding environmental laws
potentially applicable to mining include proposals to substantially alter
CERCLA, the Clean Water Act, Safe Drinking Water Act, Endangered Species Act and
bills which introduce additional protection of wetlands. 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. Thus, the potential impact on the
Company of such legislative initiatives is not clear at this time.
 
ENVIRONMENTAL MATTERS AND SAFETY
 
    ENVIRONMENTAL LIABILITY  Mining is subject to potential risks and
liabilities associated with pollution of the environment and the disposal of
waste products that could occur as a result of the Company's mineral
exploration, development and production. Environmental liability also may result
from mining activities conducted by others prior to the Company's ownership of a
property. Historic mining disturbances,
 
                                       11
<PAGE>
facilities, waste materials and other discrete areas of potential contamination
associated with gold, tungsten, and molybdenum production between 1937 and 1969
by previous owners and operators are encompassed within the area of the
Company's Getchell Property operations. Restoration of certain areas of historic
disturbance and contamination has been undertaken in conjunction with current
mining operations and has been incorporated into the Company's state permits in
coordination with the federal land management agency.
 
    POLLUTION INSURANCE  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) has not been purchased by
the Company as it 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 or the
costs which must be incurred to remedy environmental pollution 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 remedy 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.
 
    ENVIRONMENTAL PERMITS  All of the Company's exploration, development and
production activities are subject to regulation under one or more of the various
state and federal environmental laws and regulations. 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 restoration of lands which are disturbed by mining. Many of the regulations
require permits to be obtained for the Company's activities. The Company
maintains permits required for its facilities and operations which provide for
ongoing compliance and monitoring. Some of the permits include BLM Plan of
Operations No. N24-87-003P; EPA Hazardous Waste Facility No. NVD986774735;
Nevada water pollution control permits NEV86014 (for mining and mineral
processing) and NEV95113 (for excess mine water disposal); Nevada reclamation
permit 0105; and Nevada air quality permit AP1041-0292. These permits must be
updated and reviewed from time to time, and normally are subject to
environmental impact analyses and public review processes prior to approval of
the activity. For example, the Company has applied for air permits required by
Title V of the 1990 Amendments to the Clean Air Act to maintain compliance with
applicable requirements for air emissions sources of the types utilized by the
Company in its operations. It is possible that future changes in applicable
laws, regulations and permits could have a significant impact on some portion of
the Company's business, causing those activities to be economically re-evaluated
at that time.
 
    ENVIRONMENTAL COMPLIANCE AND CAPITAL COSTS  The Company incurred compliance
expenses of $1.0 million for the year ended December 31, 1996 in connection with
permitting, monitoring for compliance with pollution control requirements, and
other environmental protection and waste management activities. Capital
expenditures for environmental protection were $4.7 million in 1996 reflecting
an enlargement of the tailings disposal facility and water treatment facilities
for the Turquoise Ridge project. These expenditures were incurred to maintain
compliance with laws and regulations currently in effect.
 
    RESTORATION  The Company accrues a liability over the productive life of its
mine for anticipated costs associated with restoration of the mine site.
Activities which result in restoration costs include the permanent closure of
the mining and mineral processing operations and the reclamation of the
disturbed land to a productive use. This includes restoration of historic and
current mining and mineral processing operations and associated land
disturbances. Restoration takes place concurrent with and after the productive
life of the operations. Activities which result in restoration costs after
permanent closure and reclamation primarily relate to monitoring and other post
mining management activities.
 
    The uncertainties related to future restoration costs result from unknown
future additional regulatory requirements, significant new surface disturbances
or additional mineral processing facilities and the
 
                                       12
<PAGE>
potential for recognition in the future of additional activities needed for
restoration. The technologies for restoration are evolving during the life of
the operations. Periodic review of the activities and costs for restoration, and
consequent adjustments to the ongoing accrual, are conducted. The Company
conducts concurrent restoration of mining disturbances and anticipates an
ongoing program of restoration over the productive life of the operations.
Activities have included regrading, seeding and planting, monitoring, and
restoration research.
 
    In accordance with the State of Nevada Division of Environmental Protection
("NDEP"), the Company has posted a bond of $4.5 million to cover the costs for
reclamation of the Getchell Property. As of December 31, 1996, the total
estimated restoration costs for the Getchell Property were $5.5 million, of
which the Company had accrued $2.7 million. The amount of total estimated
restoration costs has increased over time due to more stringent regulatory
requirements and expanded mining activities and additional increases may occur
in the future for the same reasons. 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. This includes restoration activities for which bonding must be
provided and other restoration costs not included in bonding calculations.
 
    SAFETY  The Company incurred compliance costs of $0.5 million during the
twelve months ended December 31, 1996 related to safety department operations,
safety training and industrial hygiene.
 
COMPETITION
 
    The Company faces competition from other mining companies in connection with
the recruitment and retention of qualified employees and in the acquisition of
capital funds for new development projects. The Company maintains an ongoing
evaluation of the labor market for qualified mining industry employees.
 
WORKING CAPITAL REQUIREMENTS AND SEASONALITY OF BUSINESS
 
    The Company does not expect seasonally-induced changes in the amount of
working capital requirements.
 
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
 
    No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended December 31,
1996.
 
                                       13
<PAGE>
                                    PART II
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
    The Company's common stock is traded on the American Stock Exchange and on
The Toronto Stock Exchange under the symbol "GGO." The high and low recorded
prices of the Company's common stock on the American Stock Exchange (after June
24, 1996) and on the Nasdaq National Market (prior to June 25, 1996) during the
periods indicated are stated 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 foreseeable future. The Company intends to retain earnings
to support current operations and to fund exploration and development projects.
There were approximately 12,300 stockholders of record as of February 28, 1997.
 
<TABLE>
<CAPTION>
                                                                         HIGH        LOW
                                                                       ---------  ---------
<S>                                                                    <C>        <C>
FISCAL 1994
First Quarter........................................................  $    8.00  $    5.13
Second Quarter.......................................................  $    8.00  $    5.13
Third Quarter........................................................  $    8.63  $    5.94
Fourth Quarter.......................................................  $    7.88  $    6.25
 
FISCAL 1995
First Quarter........................................................  $    8.75  $    6.25
Second Quarter.......................................................  $   10.50  $    8.00
Third Quarter........................................................  $   10.13  $    7.75
Fourth Quarter.......................................................  $   21.00  $    9.75
 
SIX MONTHS ENDED DECEMBER 31, 1995
Quarter ended September 30...........................................  $   25.00  $   19.50
Quarter ended December 31............................................  $   23.75  $   17.63
 
1996
First Quarter........................................................  $   29.25  $   21.75
Second Quarter.......................................................  $   41.00  $   27.13
Third Quarter........................................................  $   50.25  $   30.50
Fourth Quarter.......................................................  $   48.00  $   37.38
 
1997
First Quarter (through March 6)......................................  $   51.50  $   31.75
</TABLE>
 
                                       14
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE)
 
<TABLE>
<CAPTION>
                                                        SIX MONTHS
                                          YEAR ENDED      ENDED                  YEAR ENDED JUNE 30,
                                         DECEMBER 31,  DECEMBER 31,  -------------------------------------------
                                             1996          1995         1995       1994       1993       1992
                                         ------------  ------------  ----------  ---------  ---------  ---------
<S>                                      <C>           <C>           <C>         <C>        <C>        <C>
FOR THE PERIODS ENDED:
Sales..................................   $   67,878    $   34,425   $   71,485  $  95,150  $  78,773  $  83,048
                                         ------------  ------------  ----------  ---------  ---------  ---------
                                         ------------  ------------  ----------  ---------  ---------  ---------
Income (loss) before cumulative effect
  of change in accounting principle....   $  (13,952)   $   (5,027)  $  (18,357) $   4,299  $  (2,469) $   4,257
Cumulative effect of change in
  accounting principle.................       --            --           --          1,350     --         --
                                         ------------  ------------  ----------  ---------  ---------  ---------
Net income (loss)......................   $  (13,952)   $   (5,057)  $  (18,357) $   5,649  $  (2,469) $   4,257
                                         ------------  ------------  ----------  ---------  ---------  ---------
                                         ------------  ------------  ----------  ---------  ---------  ---------
Income (loss) per common share:
  Before cumulative effect of change in
    accounting principle...............   $    (0.54)   $    (0.25)  $    (1.01) $    0.24  $   (0.14) $    0.24
  Cumulative effect of change in
    accounting principle...............       --            --           --           0.07     --         --
                                         ------------  ------------  ----------  ---------  ---------  ---------
Net income (loss)......................   $    (0.54)   $    (0.25)  $    (1.01) $    0.31  $   (0.14) $    0.24
                                         ------------  ------------  ----------  ---------  ---------  ---------
                                         ------------  ------------  ----------  ---------  ---------  ---------
AT END OF PERIOD:
Total assets...........................   $  208,808    $  210,493   $   85,120  $  88,747  $  92,238  $  93,348
Long-term debt, including current
  portion..............................   $   25,336    $   23,783   $   40,900  $  29,339  $  33,435  $  37,400
Stockholders' equity...................   $  151,222    $  164,264   $   31,744  $  49,719  $  44,068  $  46,102
</TABLE>
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
INTRODUCTION
 
    The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's
consolidated results of operations and financial condition. The discussion
should be read in conjunction with Item 8--"Financial Statements and
Supplementary Data."
 
    The information set forth in this discussion and analysis includes "forward
looking statements" within the meaning of Section 21E of the Securities Exchange
Act of 1934, 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 "Risk Factors."
 
    On September 24, 1995, the Board of Directors of ChemFirst Inc.
("ChemFirst") (formerly known as First Mississippi Corporation) approved the
spin-off of ChemFirst's stock in the Company to ChemFirst shareholders of record
on October 10, 1995 (the "Spin-Off"). On October 20, 1995, ChemFirst distributed
its 81% interest in the Company to ChemFirst shareholders. In September 1995,
the Company changed its fiscal year end from June 30 to December 31.
 
    On June 25, 1996, the Company changed its corporate name from FirstMiss Gold
Inc. to Getchell Gold Corporation and changed its state of incorporation from
Nevada to Delaware. The primary purpose of this reincorporation was to allow the
Company to benefit from Delaware's well-developed corporate law.
 
                                       15
<PAGE>
RESULTS OF OPERATIONS
 
    The following Consolidated Statement of Operations includes results for the
year ended December 31, 1996, the six months ended December 31, 1995 and the
years ended June 30, 1995 and 1994, and are derived from the Financial
Statements of the Company, which have been audited by KPMG Peat Marwick LLP,
whose report thereon is included herein. Because the Company changed its fiscal
year end from June 30 to December 31 after June 30, 1995, the unaudited
Consolidated Statement of Operations for the year ended December 31, 1995 and
for the six months ended December 31, 1994 are included for comparability.
 
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
                        (IN THOUSANDS, EXCEPT PER SHARE)
 
<TABLE>
<CAPTION>
                                                YEAR ENDED DECEMBER       SIX MONTHS ENDED
                                                        31,                 DECEMBER 31,       YEAR ENDED JUNE 30,
                                               ----------------------  ----------------------  --------------------
                                                 1996        1995        1995        1994        1995       1994
                                               ---------  -----------  ---------  -----------  ---------  ---------
<S>                                            <C>        <C>          <C>        <C>          <C>        <C>
Net sales....................................  $  67,878   $  67,884   $  34,425   $  38,026   $  71,485  $  95,150
Cost of sales................................     78,784      69,972      35,956      35,759      69,775     82,131
                                               ---------  -----------  ---------  -----------  ---------  ---------
  Gross margin...............................    (10,906)     (2,088)     (1,531)      2,267       1,710     13,019
General and administrative expenses..........      4,669       3,531       2,054       1,182       2,659      1,745
Exploration expenses.........................      3,580       2,106         628       2,298       3,776      4,049
Abandonment and impairment of mineral
  properties.................................     --          11,531      --          --          11,531     --
                                               ---------  -----------  ---------  -----------  ---------  ---------
  Income (loss) from operations..............    (19,155)    (19,256)     (4,213)     (1,213)    (16,256)     7,225
Interest expense, net of capitalized
  interest...................................     (1,082)     (3,680)     (2,634)       (759)     (1,805)    (1,776)
Interest and other income....................      5,415         981         936          87         132        150
                                               ---------  -----------  ---------  -----------  ---------  ---------
  Pre-tax income (loss) before cumulative
    effect of change in accounting
    principle................................    (14,822)    (21,955)     (5,911)     (1,885)    (17,929)     5,599
Income tax provision (benefit)...............       (870)        109        (884)       (565)        428      1,300
                                               ---------  -----------  ---------  -----------  ---------  ---------
  Income (loss) before cumulative effect of
    change in accounting principle...........    (13,952)    (22,064)     (5,027)     (1,320)    (18,357)     4,299
Cumulative effect of change in accounting
  principle..................................     --          --          --          --          --          1,350
                                               ---------  -----------  ---------  -----------  ---------  ---------
  Net income (loss)..........................  $ (13,952)  $ (22,064)  $  (5,027)  $  (1,320)  $ (18,357) $   5,649
                                               ---------  -----------  ---------  -----------  ---------  ---------
                                               ---------  -----------  ---------  -----------  ---------  ---------
Income (loss) per common share:
  Before cumulative effect of change in
    accounting principle.....................  $   (0.54)  $   (1.16)  $   (0.25)  $   (0.07)  $   (1.01) $    0.24
  Cumulative effect of change in accounting
    principle................................     --          --          --          --          --           0.07
                                               ---------  -----------  ---------  -----------  ---------  ---------
  Net income (loss)..........................  $   (0.54)  $   (1.16)  $   (0.25)  $   (0.07)  $   (1.01) $    0.31
                                               ---------  -----------  ---------  -----------  ---------  ---------
                                               ---------  -----------  ---------  -----------  ---------  ---------
Weighted average number of shares
  outstanding................................     25,727      19,035      19,857      18,122      18,139     18,150
                                               ---------  -----------  ---------  -----------  ---------  ---------
                                               ---------  -----------  ---------  -----------  ---------  ---------
</TABLE>
 
YEARS ENDED DECEMBER 31, 1996 AND 1995
 
    Results for the year ended December 31, 1996 were a loss of $14.0 million or
$0.54 per share versus a loss of $22.1 million or $1.16 per share for the year
ended December 31, 1995. Included in the 1995 results are non-cash impairment
and abandonment charges of $11.5 million. While operating costs were in line
with expectations during 1996, sales revenues were disappointing as lower mill
grades and lower heap leach
 
                                       16
<PAGE>
recoveries contributed to lower production levels than anticipated. These
conditions are expected to continue until such time as the Turquoise Ridge mine
is completed.
 
    Sales revenues were $67.9 million for both 1996 and 1995. Sales revenues
resulted from gold production of 171,343 ounces in 1996 and 171,194 ounces in
1995. The average realized gold price was $396 per ounce and $397 per ounce in
1996 and 1995, respectively. The Company hedged a portion of its production,
which resulted in a higher realized price than the average market price of $387
per ounce in 1996 and $385 per ounce in 1995. Production revenue is not expected
to increase until the completion of the Turquoise Ridge mine. Revenue from the
Turquoise Ridge mine development ore, net of mining costs associated with its
production, will be offset against the capital costs of the Turquoise Ridge
project.
 
    Cost of sales was $78.8 million in 1996, up from $70.0 million in 1995 and
cash costs per ounce produced were $402 compared with $359 in 1996 and 1995,
respectively. The increase in the cost of sales and the cash costs per ounce in
1996 over 1995 is due to higher mining, milling and administrative costs. Higher
depreciation costs also contributed to the increased cost of sales. The
increased costs were the result of shifting from primarily open pit operations
in 1995 to primarily underground operations in 1996 and an increase in the scope
of the operations in 1996 as compared to 1995.
 
    General and administrative costs ("G&A") were $4.7 million in 1996 versus
$3.5 million in 1995. The increase in G&A in 1996 compared to 1995 reflects
increased corporate activities, including primarily investor relations and
professional services, following the October 1995 Spin-Off from ChemFirst.
 
    Exploration expenses totaled $3.6 million in 1996, up from $2.1 million in
1995. Including capitalized resource development drilling, exploration
expenditures totaled $6.9 million and $8.5 million in 1996 and 1995,
respectively. The higher exploration expenditures in 1995 reflect the
pre-feasibility drilling programs at Turquoise Ridge during 1995.
 
    Abandonments and impairments in 1995, which totaled $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 of fiscal 1995 to
find a buyer for the property and the commitment of exploration and development
resources 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.
 
    Net interest expense was $1.1 million in 1996 compared to $3.7 million in
1995. Net interest expense was lower in 1996 due to lower debt balances with
ChemFirst and higher capitalized interest associated with the Company's current
development projects, primarily Turquoise Ridge.
 
    Interest and other income of $5.4 million in 1996 is higher than the $1.0
million in 1995 due to higher cash and cash equivalent balances resulting from
the 1995 equity offering.
 
    A $0.9 million tax benefit was recognized on the pretax loss in the first
quarter of 1996 with no additional benefits taken in subsequent quarters of
1996. Based upon tax planning strategies and estimates of future operations, the
Company anticipates being subject to the alternative minimum tax in the future.
As such, it is more likely than not that the Company will be unable to realize
the benefit of Federal net operating loss carryforwards. An income tax provision
of $0.1 million was recognized in 1995.
 
    On February 14, 1997, the Board of Directors of the Company authorized a
one-time bonus to an executive and granted stock appreciation rights under the
Company's 1996 Long Term Equity Incentive Plan with respect to 76,723 shares at
a weighted average option price of $8.24 per share to certain executives and
other employees of the Company. Compensation with respect to stock appreciation
rights is accounted for on a variable basis and is "marked to market" at the end
of each fiscal quarter based on the market price of the Company's Common Stock.
Accordingly, the Company's future quarterly financial
 
                                       17
<PAGE>
results will reflect additional compensation expense if the market price of the
Common Stock increases from the preceding quarter or income if such market price
decreases from the preceding quarter. Based on the market price of the Company's
Common Stock on the date of grant, the Company would have recognized
compensation expense of $2.6 million in the first quarter of 1997 had that
quarter ended on such date.
 
SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
 
    Results for the six months ended December 31, 1995 were a net loss of $5.0
million or $0.25 per share compared to a net loss of $1.3 million or $0.07 cents
per share in the six months ended December 31, 1994. Lower sales volumes, due to
lower mill feed grades, were largely responsible for the larger loss in the 1995
period versus the 1994 period. Increased use of lower grade stockpile ores
resulted in the lower grades. Charges related to the Spin-Off and associated
short-term financing costs, as discussed in Note 5 to Item 8--"Financial
Statements and Supplementary Data," also contributed to the 1995 period's lower
earnings.
 
    Sales revenues for the six months ended December 31, 1995 decreased to $34.4
million from $38.0 million in the six months ended December 31, 1994. Sales
revenues resulted from gold production of 85,627 ounces in the 1995 period and
103,306 ounces in the 1994 period. The average gold price realized was $402 per
ounce and $385 per ounce in the 1995 period and 1994 period, respectively. The
Company hedged a portion of its production in the six months ended December 31,
1995, which resulted in realizing a higher price than the average market price,
which was $385 per ounce for the 1995 period.
 
    Lower output from both the mill and heap leach contributed to the decline in
production in the six months ended December 31, 1995 compared to the same period
in 1994. Mill production was lower due to lower feed grades. Even with
approximately 1,000 tons per day of higher grade underground ore entering the
mill during the 1995 period, the low grade stockpile ores used to meet mill
capacity requirements reduced the average grade below what it was during the
same period in 1994 when the Main Pit ores were still being milled. Heap leach
gold production for the six months ended December 31, 1995 consisted of residual
recoveries from ores stacked on pads in earlier periods, and as such was
substantially lower than in the six months ended December 31, 1994. There were
no oxide ores mined in the six months ended December 31, 1995.
 
    Cost of sales during the six months ended December 31, 1995 were essentially
unchanged from the six months ended December 31, 1994, with slightly higher
sulfide operating costs offset by lower heap leach costs due to cessation of
mining at the heap leach operation. Total cost per ounce for the six months
ended December 31, 1995 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 in the six months ended December 31, 1995 from $293 for the same period in
1994.
 
    G&A costs in the six months ended December 31, 1995 of $2.1 million were
$0.9 million higher than in the six months ended December 31, 1994 reflecting a
higher level of overall activity related to the Spin-Off of the Company from
ChemFirst and the Turquoise Ridge feasibility study. Professional services,
travel and various insurance costs also contributed to the increase.
 
    Exploration expenses of $0.6 million for the six months ended December 31,
1995 were down sharply from the $2.3 million in the same period of 1994
primarily due to a temporary hiatus in drilling during the 1995 period while
various geophysical surveys were performed to identify and prioritize drill
targets for 1996.
 
    Interest expense in the six months ended December 31, 1995 was up from the
comparable period in 1994 due to higher balances on the ChemFirst notes during
the first three months of the 1995 period and
 
                                       18
<PAGE>
due to loan fees on bridge financing required to carry the Company from the
Spin-Off in October 1995 until the equity issue in late 1995.
 
    The increase of $0.8 million in interest and other income in the six months
ended December 31, 1995 over the same period of 1994 reflects higher interest
income on higher cash balances following the equity offering in November 1995
and higher royalty income.
 
YEARS ENDED JUNE 30, 1995 AND 1994
 
    Results for the year ended June 30, 1995 ("fiscal 1995") were a net loss of
$18.4 million or $1.01 per share compared to net income of $5.6 million or $0.31
cents per share in the year ended June 30, 1994 ("fiscal 1994"). Included in the
results in fiscal 1995 are non-cash impairment and abandonment charges of $11.5
million. Lower mill throughput and reduced grades at both the heap leach
facility and the mill resulted in lower sales revenues as compared to 1994. In
fiscal 1994, a one-time $1.4 million benefit from a change in accounting for
income taxes contributed to income.
 
    Sales revenues 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 of fiscal
1995. Mill feed grades were lower due to increased milling of lower grade
stockpile ores. Mill feed grades averaged 0.175 and 0.203 ounces per ton in
fiscal 1995 and fiscal 1994, respectively.
 
    Realized gold prices of $388 per ounce in fiscal 1995 were basically
unchanged from $390 in fiscal 1994. The Company's hedging program contributed $3
per ounce to the realized price in fiscal 1995 and $11 per ounce in fiscal 1994.
 
    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 reflected gold
loan payments of 20,625 ounces at $475 per ounce. In addition, in fiscal 1994,
the Company exercised hedges for the sale of 47,000 ounces of gold at $400 per
ounce under terms of a gold loan related hedging program.
 
    Total cost of sales in fiscal 1995 was down $12.4 million, or 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 due to lower production
levels in fiscal 1995.
 
    G&A costs were $2.7 million in fiscal 1995, up from $1.7 million in fiscal
1994. The increase in G&A costs 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 ChemFirst. 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 1994 fiscal year,
reflecting the hiring of additional corporate officers.
 
    Exploration expenses in fiscal 1995 of $3.8 million were down from $4.0
million in fiscal 1994. Total exploration and development expenditures,
including drilling 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. 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 in fiscal 1995, which totaled $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.
 
                                       19
<PAGE>
    Total obligations payable to ChemFirst increased to $43.2 million, including
$2.3 million of current payables, at June 30, 1995 from $30.3 million at the end
of fiscal 1994. Net interest expense of $1.8 million in fiscal 1995 was
essentially unchanged from the prior fiscal year, but gross interest expense
before capitalization of interest was $3.0 million in fiscal 1995 or $1.0
million greater than fiscal 1994. The increase was a result of higher balances
on the ChemFirst notes as discussed in Note 5 to Item 8-- "Financial Statements
and Supplementary Data". Interest capitalized during fiscal years 1995 and 1994
amounted to $1.2 million and $0.2 million, respectively. The increase from
fiscal 1994 to fiscal 1995 was due primarily to development at the Getchell Main
Underground mine.
 
    Interest and other income totaled $0.1 million in fiscal 1995, essentially
unchanged from the prior fiscal year. Other income includes gains on sale of
excess equipment, minor royalties and other miscellaneous income.
 
    Fiscal 1995 income tax expense was down from the prior fiscal year as a
result of lower earnings, partially offset by a $6.7 million valuation allowance
for Federal net operating loss carryforwards.
 
    In July 1993, the Company adopted the Financial Accounting Standards Board's
Statement No. 109 "Accounting for Income Taxes" ("SFAS 109"). Adoption of SFAS
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 reported impact of this accounting change as a cumulative effect of
change in accounting principle. The cumulative effect on fiscal 1994's income
from adopting Statement 109 was a $1.4 million tax benefit. See Note 7 to Item
8--"Financial Statements and Supplementary Data."
 
LIQUIDITY AND CAPITAL RESOURCES
 
    During 1996, the Company spent $51.7 million in capital expenditures
primarily funded by cash and cash equivalents which were $114.6 million at
December 31, 1995. These capital expenditures included $27.6 million on the
Turquoise Ridge mine development, $13.2 million on Getchell Underground mine
development, $6.0 million on the mill, $3.2 million on development drilling and
$1.7 million on other items. During 1996, cash provided by operating activities
was $1.8 million and cash used in financing activities was $0.6 million.
 
    Approximately $70 million is expected to be spent on capital projects in
1997, including the Turquoise Ridge mine, modifications to the mill, the
Getchell Underground mine development, equipment and development drilling.
 
    Cash and cash equivalents at December 31, 1996 of $64.1 million will be used
for the capital expenditures anticipated in 1997. The Company projects that it
will not have sufficient internal funds to complete the construction of the
Turquoise Ridge mine. Shortfalls in funds required to meet these needs may be
supplemented by additional funds raised through borrowings or securities
offerings. The recoverability of the Turquoise Ridge assets and completion of
the underground mine is dependent on the Company's ability to raise sufficient
funds to complete the construction. There can be no assurance that funding will
be available on favorable terms, if at all.
 
    The principal balance of the promissory note with ChemFirst was $25.3
million at December 31, 1996. The promissory note is due September 22, 2000 or
upon a change in control of the Company and may be prepaid without penalty. The
interest rate on the loan is the London Interbank Offered Rate ("LIBOR") for a
period selected by the Company, plus an applicable margin based on the Company's
leverage ratio. The interest rate was 6 5/32% at December 31, 1996. Since the
inception of the promissory note, interest has been capitalized to the note at
the end of each interest period.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
    In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be
 
                                       20
<PAGE>
Disposed Of." There was no impact on the Company's financial position or results
of operations from application of this standard.
 
    Also in 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." The Company adopted this standard for the 1996 year by continuing
to account for such compensation under the Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and disclosing the pro forma
effect on net loss and loss per share had the new measurement standard been
applied.
 
RISK FACTORS
 
    READERS SHOULD CAREFULLY CONSIDER THE RISK FACTORS SET FORTH BELOW, AS WELL
AS ALL INFORMATION INCLUDED IN THIS DOCUMENT AND THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN.
 
GOLD PRICE VOLATILITY
 
    The Company's profitability is significantly affected by changes in the
price of gold. Gold prices may 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. 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 affects gold prices, but
not necessarily in the same manner as current demand and supply affect the
prices of 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 expected 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.
 
    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>
1987........................................................  $     500  $     390   $     446
1988........................................................  $     484  $     395   $     437
1989........................................................  $     416  $     356   $     381
1990........................................................  $     424  $     346   $     383
1991........................................................  $     403  $     344   $     362
1992........................................................  $     360  $     330   $     344
1993........................................................  $     406  $     326   $     360
1994........................................................  $     396  $     370   $     384
1995........................................................  $     396  $     372   $     384
1996........................................................  $     415  $     367   $     387
1997 (through March 6)......................................  $     367  $     338   $     352
</TABLE>
 
    The London P.M. Fix on March 6, 1997, was $353 per ounce.
 
                                       21
<PAGE>
CONTINUING LOSSES
 
    The Company reported a net loss of $14.0 million for the year ended December
31, 1996, $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 higher grade ore from Turquoise Ridge or
other sources is produced, which other sources could include sources presently
being explored or developed by the Company. There can be no assurance that such
higher grade ores will be obtained by the Company.
 
FUNDS NEEDED FOR DEVELOPMENT OF TURQUOISE RIDGE
 
    The Company projects that it will not have sufficient internal funds to
complete the construction of the Turquoise Ridge mine. Shortfalls in funds
required to meet these needs may be supplemented by additional funds raised
through borrowings or securities offerings. The recoverability of the Turquoise
Ridge assets and completion of the underground mine at Turquoise Ridge is
dependent on the Company's ability to raise sufficient funds to complete the
construction. There can be no assurance that funding will be available on
favorable terms, if at all.
 
RESERVES
 
    The ore reserves described by the Company are, in large part, estimates made
by the Company and confirmed by independent mining consultants known as Mine
Development Associates ("MDA") and Mineral Resource Development, Inc. ("MRDI").
The reserves confirmed by MDA and MRDI are subject to certain risks and
assumptions, including those discussed in "Certain Turquoise Ridge Mine Risks"
below. Additionally, 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 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.
 
PROJECT DEVELOPMENT RISKS
 
    The Company from time to time engages in the development of new ore bodies.
Specific risks associated with the Company's development of the Turquoise Ridge
mine are discussed below. 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
 
                                       22
<PAGE>
operating costs 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 from the costs and
returns initially estimated.
 
CERTAIN TURQUOISE RIDGE MINE RISKS
 
    The Turquoise Ridge mine involves numerous risks. These include the
following:
 
CAPITAL REQUIREMENTS.  Expenditures required to advance the Turquoise Ridge mine
to the 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 in order 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 Company's mine plans with an attendant higher level of uncertainty. See
"--Funds Needed for Development of Turquoise Ridge."
 
RESERVES.  There can be no assurance that the probable reserves set forth in
MRDI and MDA's reserve reports for Turquoise Ridge and Shaft Zone (see "Proven
and Probable Mineable Reserves" table to Item 1 and 2 "Business and Properties")
will actually be mined and milled on an economic basis, if at all. The MDA and
MRDI reports are 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 MDA's and/or MRDI's report on reserves and may have a
material adverse affect on the Company. 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 between 0.2 to 0.6
ounces per ton. Small changes in cutoff grade can cause large shifts in the
reserves. If dilution and/or mining costs related to poor ground conditions 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. MDA used approximately 15%
dilution and 95% recovery of the mineable reserve. 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.
 
PRODUCTION SHAFT COMPLETION.  The two-year assumed construction period for the
Production Shaft, which was started in the fourth quarter of 1996, is an
aggressive schedule. Delay in construction would necessitate removing ore
through the Ventilation 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 the
Production 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.
 
                                       23
<PAGE>
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 ground 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 dewatering.
 
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.
 
DEPENDENCE ON A SINGLE PROPERTY
 
    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 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, on an established
future date 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
interest rate for cash deposits less the gold lease rate, for comparable
periods. The contango rate was 4.0% per annum for one-month to twelve-month
periods at December 31, 1996.
 
    On the scheduled future delivery date, the seller may deliver gold and
thereby fulfill the contract or defer delivery to a future date. If the spot
price on the delivery date is greater than the contract price, delivery on the
contract may be deferred to a new future date and the gold is sold at the higher
spot price. If the spot price is lower than the contract price, the delivery may
be made against the contract and the higher contract price is realized. In
practice, this generally allows the seller to maximize the price realized. Each
time a seller defers delivery, the forward sales price is increased by the then
prevailing contango (assuming it is positive) for the next period out to the
newly established future 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.
 
                                       24
<PAGE>
    At December 31, 1996, the Company had spot deferred contracts on 90,000
ounces of gold of which all are scheduled to be delivered during 1997 at prices
ranging between $370 and $422. Risk of loss from these forward sales agreements
arises from the possible inability of a counterparty to honor contracts and from
changes in the Company's potential ability to deliver gold.
 
    The Company's accounting treatment for hedging is outlined in Notes 2 and 3
to Item 8--"Financial Statements and Supplementary Data."
 
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,
its Chief Operating Officer and its Chief Administrative 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, Chief
Operating Officer and Chief Administrative Officer which provide for certain
payments upon termination or resignation resulting from a change of control (as
defined in such agreements).
 
    In connection with the development of Turquoise Ridge, the Company expects
that it will require a significant number of additional skilled employees. The
Company faces intense competition from other mining companies in connection with
the recruitment and retention of such employees. Additionally, although the
Company does not currently have any unionized employees, there can be no
assurance that unionization will not occur in the future.
 
GOVERNMENT REGULATION
 
SAFETY.  The mining operations of the Company are subject to inspection and
regulation by the Mine Safety and Health Administration of the United States
Department of Labor ("MSHA") under the provisions of the Mine Safety and Health
Act of 1977. The Occupational Safety and Health Administration ("OSHA") also has
jurisdiction over safety and health standards not covered by MSHA.
 
    On January 15, 1997, a mine site accident involving a mining vehicle
resulted in the death of a Company employee. As required by Federal law, MSHA
officials have investigated the nature and cause of the accident. MSHA has
notified the Company that as a result of the investigation, the Company will
likely be subject to maximum civil penalties of $350,000 and possible further
investigation. The ultimate outcome of the MSHA investigation is uncertain and
the Company is unable to estimate if further penalties will result. While
management of the Company believes that the results of the investigation will
not have a materially adverse impact on the financial position, operating
results or liquidity of the Company, no assurance can be given that this
investigation will not have such effects.
 
                                       25
<PAGE>
CURRENT ENVIRONMENTAL LAWS AND REGULATIONS.  The Company must comply with
standards, laws and regulations which may entail greater or lessor costs and
delays depending on the nature of the regulated activity and how stringently the
regulations are implemented by the regulatory 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 and
the governmental policies for implementation of such laws and regulations 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. These requirements include 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; (ii) the Endangered Species Act ("ESA") which
identifies endangered species of plants and animals and regulates activities to
protect these species and their habitats; (iii) the Clean Water Act; (iv) the
Clean Air Act; (v) the Resource Conservation and Recovery Act for disposal of
hazardous waste; (vi) the Migratory Bird Treaty Act; (vii) the Safe Drinking
Water Act; (viii) the Federal Land Policy and Management Act; (ix) the National
Environmental Policy Act; (x) the National Historic Preservation Act; and many
other state and federal laws and regulations.
 
    The United States 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"). EPA is currently
evaluating a Draft Hardrock Mining Framework which, if ultimately implemented,
could create a system of federal regulation of the entire mine site focused on
water quality and waste management. The requirements being considered by the EPA
are very similar to the existing Nevada regulations concerning environmental
controls at mine sites. Many of the requirements being considered by EPA could
be duplicative of existing Nevada regulations. The effect of compliance with a
new EPA program would depend on the extent to which the substantive or
procedural requirements of such new federal regulations would exceed the
existing requirements of the Nevada regulations.
 
    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.
 
POTENTIAL LEGISLATION.  Several recent legislative developments have affected or
may in the future affect the cost of and the ability of mining claimants to use
the Mining Law of 1872, as amended (the "General Mining Law"), to acquire and
use federal lands for mining operations. Since October 1994, a moratorium has
been imposed on processing new patent applications for mining claims. This
moratorium should not affect the status of the patent applications made by the
Company under the General Mining Law before the moratorium was imposed. Also,
since 1993, a rental or maintenance annual fee of $100 per claim has been
imposed by the Federal government on unpatented mining claims in lieu of the
prior requirement for annual assessment work. During the last several
Congressional sessions, bills have been repeatedly introduced in the U.S.
Congress which would supplant or radically alter the General Mining Law. As of
the end of 1996, no such bills have been passed. Such bills have proposed, among
other things, to permanently eliminate or greatly limit the right to a mineral
patent, impose royalties, and impose new Federal reclamation, environmental
control and other restoration requirements. Royalty proposals have ranged from a
2% royalty on "net profits" from mining claims to an 8% royalty on modified
gross income/net smelter returns. It is anticipated that similar legislation
will again be introduced when the new Congress convenes in 1997. If enacted,
such legislation could substantially impair the ability of companies to
economically develop mineral resources on federal lands. The extent of the
changes, if any, which may be made by Congress to the General Mining Law is not
presently known, and the potential impact on the Company as a result of future
Congressional action is difficult or impossible to predict. Although a
 
                                       26
<PAGE>
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. Disposal of overburden and mineral processing wastes by the
Company occur on both private and federal lands. Exploration activities occur on
both private and federal lands. Other legislative initiatives regarding
environmental laws potentially applicable to mining include proposals to
substantially alter CERCLA, the Clean Water Act, Safe Drinking Water Act,
Endangered Species Act and bills which introduce additional protection of
wetlands. 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. Thus, the potential impact on the Company of such legislative
initiatives is not clear at this time.
 
ENVIRONMENTAL MATTERS AND SAFETY
 
ENVIRONMENTAL LIABILITY.  Mining is subject to potential risks and liabilities
associated with pollution of the environment and the disposal of waste products
that could occur as a result of the Company's mineral exploration, development
and production. Environmental liability also may result from mining activities
conducted by others prior to the Company's ownership of a property. Historic
mining disturbances, facilities, waste materials and other discrete areas of
potential contamination associated with gold, tungsten, and molybdenum
production between 1937 and 1969 by previous owners and operators are
encompassed within the area of the Company's Getchell Property operations.
Restoration of certain areas of historic disturbance and contamination has been
undertaken in conjunction with current mining operations and has been
incorporated into the Company's state permits in coordination with the federal
land management agency.
 
POLLUTION INSURANCE.  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) has not been purchased by
the Company as it 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 or the
costs which must be incurred to remedy environmental pollution 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 remedy 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.
 
ENVIRONMENTAL PERMITS.  All of the Company's exploration, development and
production activities are subject to regulation under one or more of the various
state and federal environmental laws and regulations. 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 restoration of lands which are disturbed by mining. Many of the regulations
require permits to be obtained for the Company's activities. The Company
maintains permits required for its facilities and operations which provide for
ongoing compliance and monitoring. Some of the permits include Bureau of Land
Management Plan of Operations No. N24-87-003P; EPA Hazardous Waste Facility No.
NVD986774735; Nevada water pollution control permits NEV86014 (for mining and
mineral processing) and NEV95113 (for excess mine water disposal); Nevada
reclamation permit 0105; and Nevada air quality permit AP1041-0292. These
permits must be updated and reviewed from time to time, and normally are subject
to environmental impact analyses and public review processes prior to approval
of the activity. For example, the Company has applied for air permits required
by Title V of the 1990 Amendments to the Clean Air Act to maintain compliance
with applicable requirements for air emissions sources of the types utilized by
the Company in its operations. It is possible that future changes in applicable
laws, regulations and permits could have a significant impact on some portion of
the Company's business, causing those activities to be economically re-evaluated
at that time.
 
                                       27
<PAGE>
RESTORATION.  The Company accrues funds over the productive life of its mine for
anticipated costs associated with restoration of the mine site. Activities which
result in restoration costs include the permanent closure of the mining and
mineral processing operations and the reclamation of the disturbed land to a
productive use. This includes restoration of historic and current mining and
mineral processing operations and associated land disturbances. Restoration
takes place concurrent with and after the productive life of the operations.
Activities which result in restoration costs after permanent closure and
reclamation primarily relate to monitoring and other post mining management
activities.
 
    The uncertainties related to future restoration 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 restoration. The technologies for
restoration are evolving during the life of the operations. Periodic review of
the activities and costs for restoration, and consequent adjustments to the
ongoing accrual, are conducted. The Company conducts concurrent restoration of
mining disturbances and anticipates an ongoing program of restoration over the
productive life of the operations. Activities have included regrading, seeding
and planting, monitoring, and restoration research.
 
    In accordance with the State of Nevada Division of Environmental Protection
("NDEP"), the Company has posted a bond of $4.5 million to cover the costs for
reclamation of the Getchell Property. As of December 31, 1996, the total
estimated restoration costs for the Getchell Property were $5.5 million, of
which the Company had accrued $2.7 million. The amount of total estimated
restoration costs has increased over time due to more stringent regulation
requirements and expanded mining activities and additional increases may occur
in the future for the same reasons. 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. This includes restoration activities for which bonding must be
provided and other restoration costs not included in bonding calculations.
 
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 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) has not been
purchased by the Company as such coverage is not generally available to it 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.
 
                                       28
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                                     <C>
INDEPENDENT AUDITORS' REPORT..........................................................          30
 
CONSOLIDATED STATEMENTS OF OPERATIONS--
Year ended December 31, 1996, Six Months Ended December 31, 1995 and Years Ended June
30, 1995 and 1994.....................................................................          31
 
CONSOLIDATED BALANCE SHEETS--
December 31, 1996 and 1995............................................................          32
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY--
Year ended December 31, 1996, Six Months Ended December 31, 1995 and Years Ended June
30, 1995 and 1994.....................................................................          33
 
CONSOLIDATED STATEMENT OF CASH FLOWS--
Year ended December 31, 1996, Six Months Ended December 31, 1995 and Years Ended June
30, 1995 and 1994.....................................................................          34
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--
December 31, 1996 and 1995............................................................          35
</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.
 
                                       29
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
THE BOARD OF DIRECTORS AND STOCKHOLDERS
GETCHELL GOLD CORPORATION:
 
    We have audited the accompanying consolidated balance sheets of Getchell
Gold Corporation and subsidiary as of December 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year ended December 31, 1996, the six months ended December 31,
1995 and each of the years in the two-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 Getchell
Gold Corporation and subsidiary as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for the year ended December 31,
1996, the six months ended December 31, 1995 and each of the years in the
two-year period ended June 30, 1995, in conformity with generally accepted
accounting principles.
 
    As discussed in Notes 2 and 7 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 12, 1997, except
as to Note 14, which is as
of February 14, 1997
 
                                       30
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
                        (IN THOUSANDS, EXCEPT PER SHARE)
 
<TABLE>
<CAPTION>
                                                                              SIX MONTHS
                                                                YEAR ENDED      ENDED       YEAR ENDED JUNE 30,
                                                               DECEMBER 31,  DECEMBER 31,  ----------------------
                                                                   1996          1995         1995        1994
                                                               ------------  ------------  ----------  ----------
<S>                                                            <C>           <C>           <C>         <C>
Net sales....................................................   $   67,878    $   34,425   $   71,485  $   95,150
Cost of sales................................................       78,784        35,956       69,775      82,131
                                                               ------------  ------------  ----------  ----------
  Gross margin...............................................      (10,906)       (1,531)       1,710      13,019
General and administrative expenses..........................        4,669         2,054        2,659       1,745
Exploration expenses.........................................        3,580           628        3,776       4,049
Abandonment and impairment of mineral properties.............       --            --           11,531      --
                                                               ------------  ------------  ----------  ----------
  Income (loss) from operations..............................      (19,155)       (4,213)     (16,256)      7,225
Interest expense, net of capitalized interest................       (1,082)       (2,634)      (1,805)     (1,776)
Interest and other income....................................        5,415           936          132         150
                                                               ------------  ------------  ----------  ----------
  Income (loss) before income taxes and cumulative effect of
    change in accounting principle...........................      (14,822)       (5,911)     (17,929)      5,599
Income tax provision (benefit)...............................         (870)         (884)         428       1,300
                                                               ------------  ------------  ----------  ----------
  Income (loss) before cumulative effect of change in
    accounting principle.....................................      (13,952)       (5,027)     (18,357)      4,299
Cumulative effect of change in accounting principle (Note
  7).........................................................       --            --           --           1,350
                                                               ------------  ------------  ----------  ----------
  Net income (loss)..........................................   $  (13,952)   $   (5,027)  $  (18,357) $    5,649
                                                               ------------  ------------  ----------  ----------
                                                               ------------  ------------  ----------  ----------
Income (loss) per common share:
  Before cumulative effect of change in accounting
    principle................................................   $    (0.54)   $    (0.25)  $    (1.01) $     0.24
  Cumulative effect of change in accounting principle (Note
    7).......................................................       --            --           --            0.07
                                                               ------------  ------------  ----------  ----------
  Net income (loss)..........................................   $    (0.54)   $    (0.25)  $    (1.01) $     0.31
                                                               ------------  ------------  ----------  ----------
                                                               ------------  ------------  ----------  ----------
Weighted average number of shares outstanding................       25,727        19,857       18,139      18,150
                                                               ------------  ------------  ----------  ----------
                                                               ------------  ------------  ----------  ----------
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                       31
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
                          CONSOLIDATED BALANCE SHEETS
 
                        (IN THOUSANDS, EXCEPT PER SHARE)
 
<TABLE>
<CAPTION>
                                                                                               AT DECEMBER 31,
                                                                                            ----------------------
                                                                                               1996        1995
                                                                                            ----------  ----------
<S>                                                                                         <C>         <C>
                                                      ASSETS
Current assets:
  Cash and cash equivalents...............................................................  $   64,130  $  114,633
  Accounts receivable:
    Trade.................................................................................       2,478       3,812
    Employee..............................................................................         171         781
    Other.................................................................................         315          68
                                                                                            ----------  ----------
      Total accounts receivable...........................................................       2,964       4,661
                                                                                            ----------  ----------
  Inventories:
    Ore and ore in process................................................................       1,816       2,088
    Materials and supplies................................................................       8,676       7,662
                                                                                            ----------  ----------
      Total inventories...................................................................      10,492       9,750
                                                                                            ----------  ----------
  Deferred hedging gains, net.............................................................         362       1,046
  Prepaid expenses........................................................................       1,098         559
                                                                                            ----------  ----------
      Total current assets................................................................      79,046     130,649
Property, plant and equipment, net (Note 4)...............................................     129,762      79,844
                                                                                            ----------  ----------
      Total assets........................................................................  $  208,808  $  210,493
                                                                                            ----------  ----------
                                                                                            ----------  ----------
 
                                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable........................................................................  $    8,378  $    4,953
  Accrued expenses........................................................................       1,740         702
  Current portion of capital lease obligations (Note 6)...................................       1,753         844
                                                                                            ----------  ----------
      Total current liabilities...........................................................      11,871       6,499
Long-term debt, principally to ChemFirst Inc. (Note 5)....................................      25,336      23,783
Capital lease obligations, less current installments (Note 6).............................       9,092       4,386
Deferred income taxes (Note 7)............................................................       7,741       8,611
Reclamation liabilities (Note 2)..........................................................       2,694       2,950
Other liabilities.........................................................................         852      --
                                                                                            ----------  ----------
      Total liabilities...................................................................      57,586      46,229
                                                                                            ----------  ----------
Commitments and contingencies (Note 13)
 
Stockholders' equity:
Preferred stock, par value $0.0001 at December 31, 1996 and $0.01 at December 31, 1995;
  10,000,000 shares authorized; none issued...............................................      --          --
Common stock, par value $0.0001 at December 31, 1996 and $0.01 at December 31, 1995;
  50,000,000 shares authorized; issued and outstanding 25,765,871 at December 31, 1996 and
  25,657,600 at December 31, 1995.........................................................           3         257
Contributed and paid-in capital...........................................................     172,879     171,722
Accumulated deficit.......................................................................     (21,660)     (7,708)
Unearned compensation.....................................................................      --              (7)
                                                                                            ----------  ----------
      Total stockholders' equity..........................................................     151,222     164,264
                                                                                            ----------  ----------
      Total liabilities and stockholders' equity..........................................  $  208,808  $  210,493
                                                                                            ----------  ----------
                                                                                            ----------  ----------
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                       32
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 
                        (IN THOUSANDS, EXCEPT PER SHARE)
 
<TABLE>
<CAPTION>
                                                                                                       RETAINED
                                                     COMMON STOCK       CAPITAL IN                     EARNINGS       TOTAL
                                                ----------------------  EXCESS OF      UNEARNED      (ACCUMULATED  STOCKHOLDERS'
                                                 SHARES      AMOUNT     PAR VALUE    COMPENSATION      DEFICIT)       EQUITY
                                                ---------  -----------  ----------  ---------------  ------------  ------------
<S>                                             <C>        <C>          <C>         <C>              <C>           <C>
Balance at June 30, 1993......................     18,112   $     181   $   33,862     $      (2)     $   10,027    $   44,068
  Amortization of unearned compensation.......     --          --           --                 2          --                 2
  Net income..................................     --          --           --            --               5,649         5,649
                                                ---------       -----   ----------           ---     ------------  ------------
Balance at June 30, 1994......................     18,112         181       33,862        --              15,676        49,719
  Shares issued for stock options exercised...         61           1          363        --              --               364
  Issuance of restricted stock awards.........         10      --               60           (60)         --            --
  Amortization of unearned compensation.......     --          --           --                18          --                18
  Net loss....................................     --          --           --            --             (18,357)      (18,357)
                                                ---------       -----   ----------           ---     ------------  ------------
Balance at June 30, 1995......................     18,183         182       34,285           (42)         (2,681)       31,744
  Shares issued in equity offering, net of
    costs (Note 1)............................      7,475          75      137,437        --              --           137,512
  Amortization of unearned compensation.......     --          --           --                35          --                35
  Net loss....................................     --          --           --            --              (5,027)       (5,027)
                                                ---------       -----   ----------           ---     ------------  ------------
Balance at December 31, 1995..................     25,658         257      171,722            (7)         (7,708)      164,264
  Shares issued for stock options exercised...        108           1          956        --              --               957
  Change in par value from $0.01 to $0.0001...     --            (255)         255        --              --            --
  Additional costs of 1995 equity offering
    (Note 1)..................................     --          --              (54)       --              --               (54)
  Amortization of unearned compensation.......     --          --           --                 7          --                 7
  Net loss....................................     --          --           --            --             (13,952)      (13,952)
                                                ---------       -----   ----------           ---     ------------  ------------
Balance at December 31, 1996..................     25,766   $       3   $  172,879     $  --          $  (21,660)   $  151,222
                                                ---------       -----   ----------           ---     ------------  ------------
                                                ---------       -----   ----------           ---     ------------  ------------
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                       33
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                         YEAR       SIX MONTHS
                                                                        ENDED         ENDED       YEAR ENDED JUNE 30,
                                                                     DECEMBER 31,  DECEMBER 31,  ----------------------
                                                                         1996          1995         1995        1994
                                                                     ------------  ------------  ----------  ----------
<S>                                                                  <C>           <C>           <C>         <C>
Cash flows from operating activities:
  Net income (loss)................................................   $  (13,952)   $   (5,027)  $  (18,357) $    5,649
  Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:
    Depreciation, depletion and amortization.......................        9,770         4,078       14,545      23,380
    Deferred income taxes..........................................         (870)         (884)      --          (3,205)
    Abandonment and impairment of mineral properties...............       --            --           11,531      --
    Deferred hedging gain, net.....................................          684        (1,046)      --          --
    Accrued interest converted to loan principal...................        1,522         3,048        2,279       1,505
    Other..........................................................           12            34           51          15
    Net change in operating assets and liabilities:
      Accounts receivable..........................................        1,697        (2,806)         378        (264)
      Inventories..................................................         (742)         (196)       3,200      (3,188)
      Prepaid expenses.............................................         (539)           22         (445)         91
      Accounts payable.............................................        2,775        (3,762)       2,792      (2,448)
      Accrued expenses.............................................        1,038           197          (50)        (48)
      Other liabilities............................................          416            20           46         450
                                                                     ------------  ------------  ----------  ----------
        Cash provided by (used in) operating activities............        1,811        (6,322)      15,970      21,937
                                                                     ------------  ------------  ----------  ----------
Cash flows from investing activities:
  Additions to property, plant and equipment.......................      (51,677)      (10,718)     (27,201)    (15,063)
  Proceeds from sale of property...................................            9        --              203          15
                                                                     ------------  ------------  ----------  ----------
        Cash used in investing activities..........................      (51,668)      (10,718)     (26,998)    (15,048)
                                                                     ------------  ------------  ----------  ----------
Cash flows from financing activities:
  Proceeds from issuance of common stock...........................          903       137,512          363      --
  Proceeds from long-term debt.....................................           31        14,350       10,750       1,200
  Repayments on long-term debt.....................................       --           (20,500)      (1,469)     --
  Principal payments under capital lease obligation................       (1,580)         (284)      --          --
  Purchase of gold for repayment of gold loan......................       --            --           --          (9,800)
                                                                     ------------  ------------  ----------  ----------
        Cash provided by (used in) financing activities............         (646)      131,078        9,644      (8,600)
                                                                     ------------  ------------  ----------  ----------
Net (decrease) increase in cash and cash equivalents...............      (50,503)      114,038       (1,384)     (1,711)
 
Cash and cash equivalents at beginning of period...................      114,633           595        1,979       3,690
                                                                     ------------  ------------  ----------  ----------
Cash and cash equivalents at end of period.........................   $   64,130    $  114,633   $      595  $    1,979
                                                                     ------------  ------------  ----------  ----------
                                                                     ------------  ------------  ----------  ----------
</TABLE>
 
See Note 12 for supplemental cash flow information.
 
        The accompanying notes are an integral part of these statements.
 
                                       34
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                           DECEMBER 31, 1996 AND 1995
 
(1) THE COMPANY
 
    Getchell Gold Corporation (the "Company") is engaged in gold exploration and
production principally at its Getchell Property in Nevada. The Getchell Property
is 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. Located on the
Getchell Property are the Getchell Underground and Turquoise Ridge underground
mines. Commercial production from the Getchell Underground mine began in May
1995. Construction of the Turquoise Ridge mine began in January 1996, with
initial production of development ore expected no earlier than the end of 1997,
although there can be no assurance that this will be the case.
 
    The Company was incorporated in August 1987 as a subsidiary of ChemFirst
Inc. ("ChemFirst") (formerly known as First Mississippi Corporation). On
September 24, 1995, ChemFirst's Board of Directors approved the spin-off of
ChemFirst's stock in the Company to ChemFirst shareholders of record on October
10, 1995 (the "Spin-Off"). On October 20, 1995, ChemFirst distributed its 81%
interest in the Company to ChemFirst shareholders. In connection with the
Spin-Off, on September 24, 1995, the Company entered into certain agreements
with ChemFirst, including a loan agreement for the outstanding balances due from
the Company to ChemFirst at the date of the Spin-Off (described in Note 5), an
agreement to settle certain tax sharing arrangements (see Note 7) 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).
 
    In the fourth quarter of 1995, the Company completed an equity offering of
7,475,000 common shares which resulted in net proceeds to the Company of $137.5
million.
 
    On June 25, 1996, the Company changed its corporate name from FirstMiss Gold
Inc. to Getchell Gold Corporation and changed its state of incorporation from
Nevada to Delaware. In September 1995, the Company changed its fiscal year end
from June 30 to December 31.
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
 
    The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles ("GAAP") in the United
States ("U.S."), which are different from International Accounting Standards
Committee standards ("IAS"). The principal differences are as follows:
 
    (1) Under IAS, deferred tax assets can not be recognized unless realization
       is "beyond any reasonable doubt"; under GAAP the criterion is "more
       likely than not". For the year ended December 31, 1996 and the six months
       ended December 31, 1995, the impact related to this difference is not
       material.
 
    (2) Certain aspects of the standards for employers' accounting for pensions
       are different. For the Company, the principal difference is the interest
       and discount rate assumptions used to estimate costs and liabilities in
       actuarial accounting. IAS permits measurement of tri-annual valuations
       and requires the use of long-term assumptions, whereas GAAP requires
       annual valuations and
 
                                       35
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
       use of current market-based assumptions. For the year ended December 31,
       1996 and the six months ended December 31, 1995, the impact related to
       this difference is not material.
 
CASH AND CASH EQUIVALENTS
 
    For the purposes of the Consolidated Balance Sheets and 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, 1996 and December 31, 1995
consisted of commercial paper and U.S. and Canadian Treasury obligations
denominated in U.S. dollars. Because of the short maturity of these investments,
the carrying amounts approximate their fair value.
 
INVENTORIES
 
    Inventories of ore, ore in process and precious metals 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 provided an allowance for obsolescence for certain materials and
supplies inventory items. The allowance is based on estimates of technical
obsolescence which results from normal ongoing upgrades, improvements and
betterments of plant and equipment. At December 31, 1996 and 1995, the allowance
for obsolescence was $1.0 million and $1.5 million, respectively.
 
PROPERTY, PLANT AND EQUIPMENT
 
    Property, plant and equipment are stated at cost. Maintenance and repairs
are charged to expense as incurred.
 
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 at a
commercial level. Prior to commencing commercial production, revenues relating
to development ore, net of mining costs associated with its production, are
offset against mine development costs. 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 mineable reserves, future prices, operating costs,
capital requirements and reclamation costs.
 
                                       36
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CAPITALIZATION OF INTEREST
 
    Interest expense allocable to construction or development projects is
capitalized until commercial operations commence.
 
DEFERRED STRIPPING COSTS
 
    To properly match waste removal costs with revenue from gold sales, mining
costs associated with waste rock removal are 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.
 
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 unit-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 unit-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 unit-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.
 
RECLAMATION OF MINING AREAS
 
    Estimated costs for restoring certain disturbed mining and milling areas to
comply with existing reclamation standards totaled $5.5 million at December 31,
1996. This amount is based on management's estimate of future reclamation costs
to be incurred considering environmental and regulatory requirements. Such costs
are charged to operations on a unit-of-production basis over the life of the
mine. The amount accrued at December 31, 1996 was $2.7 million. Such accrued
reclamation costs are reviewed by management on a regular basis and are
appropriately revised for changes in future estimated costs, regulatory
requirements or mine life.
 
    The Company performs concurrent reclamation to the extent possible, however,
most of the accrued costs are anticipated to be expended at the end of the mine
life. Based on existing reserves, the mine life is estimated to be in excess of
10 years.
 
                                       37
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. Total ounces of gold sold were:
 
<TABLE>
<CAPTION>
PERIOD                                                                            OUNCES SOLD
                                                                                  -----------
<S>                                                                               <C>
Year ended December 31, 1996....................................................     171,343
Six Months ended December 31, 1995..............................................      85,627
Year ended June 30, 1995........................................................     184,298*
Year ended June 30, 1994........................................................     243,826
</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.
 
HEDGING TRANSACTIONS
 
    The Company enters into certain financial transactions as a hedge against
changes in prices of the gold produced. Hedging transactions have included spot
deferred contracts and gold loans. Gains and losses on these transactions, as
well as any costs or revenues associated therewith, are recognized in sales when
the related gold production is delivered.
 
EMPLOYEE STOCK COMPENSATION
 
    The Company applies the intrinsic value based method of accounting
prescribed by APB Opinion No. 25 "Accounting for Stock Issued to Employees" and
related Interpretations in accounting for its stock-based incentive plans. Under
the intrinsic value based method, compensation cost is the excess, if any, of
the quoted market price of the stock at grant date over the amount an employee
must pay to acquire the stock.
 
INCOME TAXES
 
    The Company utilizes the asset and liability method of accounting for income
taxes. Under the asset and liability method, 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. 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 Company's deferred income tax assets include certain future tax benefits
such as net operating losses or tax credit carryforwards. The Company records a
valuation allowance against any portion of those deferred income tax assets
which it believes will not be realized. The cumulative effect of adopting the
asset and liability method of accounting for income taxes is included in the
consolidated statement of operations for the year ended June 30, 1994.
 
    Prior to the Spin-Off, the Company had a tax sharing and allocation
agreement with ChemFirst (described in Notes 1 and 7) under which the Company
made payments to ChemFirst in respect to federal,
 
                                       38
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
state and local income taxes and state franchise taxes as if it were a separate
corporation, not affiliated with ChemFirst, filing separate income tax returns.
Under the provisions of the tax sharing agreement, ChemFirst was required to
reimburse the Company for any deduction, credit or allowance which had been
utilized by ChemFirst 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 Company was required to pay ChemFirst 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.
 
INCOME AND LOSS PER SHARE
 
    Income and loss per share are calculated based on the weighted average
number of common shares and dilutive common share equivalents outstanding during
each period.
 
ESTIMATES, RISKS AND UNCERTAINTIES
 
    The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual amounts could differ from those estimates.
 
    Gold mining requires the use of specialized facilities and technology. The
Company relies heavily on such facilities to maintain production levels. Also,
the market price of gold significantly affects the profitability of the
Company's operations. Market gold prices can fluctuate widely and are affected
by numerous factors beyond the Company's control. Although the Company has
limited its sales to a small number of customers, the Company is not
economically dependent on a limited number of customers for the sale of its
product because gold commodity markets are well-established worldwide.
 
    The Company projects that it will not have sufficient internal funds to
complete the construction of the Turquoise Ridge mine. Currently, several
financing options are being considered. The recoverability of the Turquoise
Ridge assets and completion of the mine is dependent upon the Company's ability
to raise sufficient funds to complete construction.
 
RECLASSIFICATIONS
 
    Certain prior year amounts have been reclassified to conform with the 1996
financial statement presentation.
 
(3) HEDGING ACTIVITIES AND COMMITMENTS
 
    Precious metals hedging contracts consist of spot deferred contracts. The
Company uses these hedging contracts to protect earnings and cash flows from the
impact of short-term drops in gold price.
 
    At December 31, 1996, the Company's outstanding hedge contracts were for
90,000 ounces at an average price of $400 per ounce, all for the 1997
deliveries. Based on the market price of gold at December 31, 1996, the
unrealized gains on the contracts were $2.4 million. Risk of loss arises from
the
 
                                       39
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(3) HEDGING ACTIVITIES AND COMMITMENTS (CONTINUED)
possible inability of the counterparty to fulfill its obligations under the
contracts and from changes in the Company's potential ability to deliver gold,
although nonperformance by any party to the contract is not anticipated.
 
(4) PROPERTY, PLANT AND EQUIPMENT
 
<TABLE>
<CAPTION>
                                                                                               AT DECEMBER 31,
                                                                                                (IN THOUSANDS)
                                                                                            ----------------------
                                                                                               1996        1995
                                                                                            ----------  ----------
<S>                                                                                         <C>         <C>
Land and land improvements................................................................  $    9,524  $    9,550
Buildings and equipment...................................................................     115,550      98,192
Mine development..........................................................................      38,757      29,362
Construction-in-progress..................................................................      48,916      15,980
                                                                                            ----------  ----------
      Total property, plant and equipment.................................................     212,747     153,084
Accumulated depreciation, depletion and amortization......................................     (82,985)    (73,240)
                                                                                            ----------  ----------
      Net property, plant and equipment...................................................  $  129,762  $   79,844
                                                                                            ----------  ----------
                                                                                            ----------  ----------
</TABLE>
 
    Depreciation and depletion expense was $9.8 million, $4.1 million, $9.5
million and $13.5 million for the year ended December 31, 1996, the six months
ended December 31, 1995 and the years ended June 30, 1995 and 1994,
respectively. Amortization expense of deferred stripping cost was $5.0 million
and $9.9 million for the years ended June 30, 1995 and 1994, respectively. There
was no amortization expense in the years ended December 31, 1996 and the six
months ended December 31, 1995.
 
    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, make it unlikely that the
Company would recover the remaining proven and probable reserves in the Main
Pit. Accordingly, the remaining pit development costs of $5.5 million and
deferred stripping costs of $3.6 million were written off at June 30, 1995.
 
    In the fiscal year ended June 30, 1995, the Company's $2.3 million
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, lower silver
prices than those required to economically develop the prospect and unsuccessful
attempts to sell Silver Bar. Additional exploration prospects with a recorded
value of $0.1 million were abandoned during the year ended June 30, 1995.
 
(5) DEBT
 
PROMISSORY NOTE
 
    Contemporaneously with the Spin-Off (discussed in Note 1), the Company and
ChemFirst executed a promissory note, upon which all promissory notes previously
entered into between the two companies were canceled. The principal balance of
the promissory note was equal to the indebtedness of the Company to
 
                                       40
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(5) DEBT (CONTINUED)
ChemFirst for advances and accrued interest thereon, as of the date of the
Spin-Off, net of a $13.9 million receivable resulting from the settlement of the
tax sharing agreement (see Note 7).
 
    The principal balance of the promissory note was $25.3 million at December
31, 1996 and $23.8 million at December 31, 1995. The promissory note is due
September 22, 2000 or upon a change in control of the Company and may be prepaid
without penalty. The interest rate on the loan is the London Interbank Offered
Rate ("LIBOR") for a period selected by the Company, plus an applicable margin.
The interest rate was 6-5/32% at December 31, 1996 and 6-1/4% at December 31,
1995. Since the inception of the promissory note, interest has been converted to
the note principal at the end of each interest period. The carrying value of
this debt is assumed to approximate its fair value.
 
    The promissory note contains covenants that require minimum net worth, as
defined, of $27.0 million and a ratio of indebtedness to tangible net worth, as
defined, of no more than 2.0:1.0.
 
BANK LOAN FACILITY
 
    In September 1995, the Company entered into a loan facility with The
Toronto-Dominion Bank (the "Facility"), which provided for $20 million of term
loans to the Company. The Facility was established to finance the development of
the Turquoise Ridge reserves between the date of the Spin-Off and the equity
offering. The Company paid fees of $1.1 million related to the Facility. The
Company borrowed $5.5 million under the Facility on October 20, 1995, which was
repaid in full and terminated upon completion of the November 21, 1995 equity
offering. Interest on the outstanding indebtedness accrued at 3% over the LIBOR
for each month during which the advances were outstanding.
 
GOLD LOAN
 
    The Company had a gold loan which matured and was repaid in full in June
1994. Under the gold loan, the Company borrowed a total of 150,000 ounces of
gold which provided $71.3 million at an average predetermined price of $475 per
ounce. In the year ended June 30, 1994, the Company repaid 20,625 ounces of the
gold loan and, and as a result of the repayments, $9.8 million of deferred
revenue was recognized in gold sales.
 
    Pursuant to the gold loan agreements, the Company was required to enter into
a forward sales arrangement, covering 202,600 ounces of gold. Under this
agreement, during 1994, the Company sold 47,000 ounces at $400 per ounce. All
commitments under the agreement were fulfilled as of June 30, 1994.
 
CAPITALIZED INTEREST
 
    Capitalized interest was $1.3 million for the year ended December 31, 1996,
$0.4 million for the six months ended December 31, 1995, $1.2 million for the
year ended June 30, 1995 and $0.2 million for the year ended June 30, 1994.
 
(6) LEASES
 
    The Company is obligated under capital leases for mining equipment for terms
ranging from three to five years. All capital lease agreements provide that the
Company can purchase the leased equipment at fair value at the end of the lease
term. At December 31, 1996 and 1995, $9.9 million and $5.2 million,
 
                                       41
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(6) LEASES (CONTINUED)
respectively, of leased property was included in Property, Plant and Equipment
net of $2.8 million and $0.3 million, respectively, of accumulated depreciation,
depletion and amortization.
 
    The Company is also obligated under non-cancelable operating leases for
mining equipment, vehicles and office space. Rental expense under these leases
for the year ended December 31, 1996, the six months ended December 31, 1995 and
the years ended June 30, 1995 and 1994 was $1.0 million, $1.2 million, $1.3
million and $0.4 million, respectively.
 
    Future capital lease payments and future minimum lease payments under
noncancelable operating leases with initial or remaining lease terms in excess
of one year as of December 31, 1996 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                               CAPITAL    OPERATING
                                                                                               LEASES      LEASES
                                                                                              ---------  -----------
<S>                                                                                           <C>        <C>
Year Ended December 31, 1997................................................................  $   2,738   $     544
Year Ended December 31, 1998................................................................      2,901         546
Year Ended December 31, 1999................................................................      3,594         549
Year Ended December 31, 2000................................................................      3,197         104
Year Ended December 31, 2001................................................................        535      --
                                                                                              ---------  -----------
  Total minimum lease payments..............................................................     12,965   $   1,743
                                                                                                         -----------
                                                                                                         -----------
Less amounts representing interest..........................................................     (2,120)
                                                                                              ---------
  Present value of minimum capital lease payments...........................................     10,845
Less current installments...................................................................     (1,753)
                                                                                              ---------
Capital lease obligations, less current installments........................................  $   9,092
                                                                                              ---------
                                                                                              ---------
</TABLE>
 
(7) INCOME TAXES
 
    Until the Spin-Off (see Note 1), the Company and ChemFirst operated under
the terms of a Tax Sharing Agreement. In connection with the Spin-Off, ChemFirst
and the Company entered into an Amended Tax Sharing Agreement. The Amended Tax
Sharing Agreement provided for the termination of the Tax Sharing Agreement, and
sets forth the parties' obligations with respect to taxes relating to taxable
periods prior to the Spin-Off.
 
    The Amended Tax Sharing Agreement obligated ChemFirst to pay the Company (by
either an actual payment or a reduction in the Company's outstanding
indebtedness to ChemFirst) an agreed upon amount of approximately $13.9 million,
representing the tax benefit received by the affiliated group, of which
ChemFirst is the common parent corporation (the ChemFirst Affiliated Group),
from its use of the Company's losses, deductions, credit and allowances in
periods prior to the Spin-Off. 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 $10.8 million and $8.6 million, respectively, and the
related valuation allowance of $6.7 million.
 
    The Company agreed in the Amended Tax Sharing Agreement to indemnify
ChemFirst for any taxes attributable to the Company and assessed with respect to
consolidated or combined tax returns which
 
                                       42
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(7) INCOME TAXES (CONTINUED)
include the Company and relate to periods prior to the Spin-Off, to the extent
any liability for such taxes exceeds $0.3 million. Conversely, ChemFirst agreed
to indemnify the Company against any liability for taxes attributable to members
of the ChemFirst Affiliated Group, other than the Company, but imposed on the
Company as a result of its inclusion in ChemFirst's consolidated or combined tax
returns for periods prior to the Spin-Off. Certain of the Federal Income tax
returns of the ChemFirst 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.
 
    The Company adopted Statement of Financial Accounting Standard Number 109
"Accounting for Income Taxes" as of July 1, 1993. The cumulative effect of this
change in accounting for income taxes was reflected in earnings for the year
ended June 30, 1994, increasing earnings by $1.4 million, or $0.07 per share.
 
    Components of the Company's deferred income tax liabilities and assets are
as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                           AT DECEMBER 31,
                                                                        ----------------------
                                                                           1996        1995
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
Deferred tax liabilities:
 
  Plant and equipment, principally due to capitalization, depletion
    and depreciation differences......................................  $  (10,598) $  (12,123)
 
  Deferred hedging gains..............................................        (127)       (366)
 
  Other, net..........................................................      (1,243)     (1,102)
                                                                        ----------  ----------
 
      Total gross deferred tax liabilities............................     (11,968)    (13,591)
 
Deferred tax assets:
 
  Accrued pension costs...............................................         972         657
 
  Accrued reclamation costs...........................................         943       1,093
 
  Inventory valuation adjustment......................................         406         448
 
  Federal net operating loss carryforward.............................       6,646       1,153
 
  Alternative minimum tax credit carryforward.........................         566         566
 
  Other, net..........................................................      --           1,063
                                                                        ----------  ----------
 
      Total gross deferred tax assets.................................       9,533       4,980
 
      Less valuation allowance........................................      (5,306)     --
                                                                        ----------  ----------
 
      Total deferred tax assets.......................................       4,227       4,980
                                                                        ----------  ----------
 
      Net deferred tax liabilities....................................  $   (7,741) $   (8,611)
                                                                        ----------  ----------
                                                                        ----------  ----------
</TABLE>
 
    Based upon tax planning strategies and estimates of future operations, the
Company anticipates being subject to the alternative minimum tax ("AMT") in the
future. As such, it is more likely than not that the Company will be unable to
realize the benefit of certain deferred tax assets, including the Federal net
 
                                       43
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(7) INCOME TAXES (CONTINUED)
operating loss carryforwards. A valuation allowance has been recorded to reduce
such Federal net operating losses to an amount expected to be realized through
the reversal of temporary differences. The valuation allowance at December 31,
1996 increased by $5.3 million from December 31, 1995.
 
    As of December 31, 1996, the Company had net operating loss carryforwards
for Federal income tax purposes of approximately $19.0 million which may be used
by the Company to offset future Federal taxable income, if any. These loss
carryforwards will expire in 2011.
 
    As of December 31, 1996, the Company had AMT credit carryforwards of $0.6
million available to reduce future regular income taxes, if any, in excess of
alternative minimum taxes. The AMT credit carryforwards are available over an
indefinite period.
 
    The Company's income tax provision (benefit) for income taxes, before the
cumulative effect of a change in accounting principle, consists of (in
thousands):
 
<TABLE>
<CAPTION>
                                                                        YEAR        SIX MONTHS         YEAR ENDED
                                                                        ENDED          ENDED            JUNE 30,
                                                                    DECEMBER 31,   DECEMBER 31,   --------------------
                                                                        1996           1995         1995       1994
                                                                    -------------  -------------  ---------  ---------
<S>                                                                 <C>            <C>            <C>        <C>
Federal:
  Current.........................................................    $  --          $  --        $     428  $   3,783
  Deferred........................................................         (870)          (884)      --         (2,483)
                                                                          -----          -----    ---------  ---------
                                                                      $    (870)     $    (884)   $     428  $   1,300
                                                                          -----          -----    ---------  ---------
                                                                          -----          -----    ---------  ---------
</TABLE>
 
    The Company's provisions (benefits) for income taxes before the cumulative
effect of a change in accounting principle differ from amounts computed by
applying the U.S. corporate income tax rate of 35% for the year ended December
31, 1996, the six months ended December 31, 1995 and the year ended June 30,
1995 and 34% for the year ended June 30, 1994 for the following reasons (in
thousands):
 
<TABLE>
<CAPTION>
                                                                     YEAR       SIX MONTHS        YEAR ENDED
                                                                    ENDED         ENDED            JUNE 30,
                                                                 DECEMBER 31,  DECEMBER 31,  --------------------
                                                                     1996          1995        1995       1994
                                                                 ------------  ------------  ---------  ---------
<S>                                                              <C>           <C>           <C>        <C>
U.S. corporate income tax provision (benefit) at statutory
  rate.........................................................   $   (5,188)   $   (2,069)  $  (6,275) $   1,904
Increase in valuation allowance for net deferred tax assets....        5,306        --           6,684     --
Percentage depletion...........................................       --            --          (1,177)    (1,043)
Nondeductible expenses and other...............................           14          (168)         16        (91)
Deductible expenses............................................       (1,002)       --          --         --
Tax provision adjustment for pending IRS matters...............       --             1,353       1,180        427
Adjustment to deferred tax assets and liabilities for enacted
  change in tax rates..........................................       --            --          --            103
                                                                 ------------  ------------  ---------  ---------
Actual tax provision (benefit).................................   $     (870)   $     (884)  $     428  $   1,300
                                                                 ------------  ------------  ---------  ---------
                                                                 ------------  ------------  ---------  ---------
</TABLE>
 
                                       44
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(8) STOCKHOLDERS' EQUITY
 
SHAREHOLDER RIGHTS PLAN
 
    In connection with the Shareholder Rights Plan amended and restated on
December 31, 1996, Rights have been issued (and will be issued for any newly
outstanding Common Stock) to the outstanding shares of Common Stock of the
Company. The Rights may be exercised only after the earlier of 10 days after a
person becomes (or the directors have knowledge of someone becoming) an
Acquiring Person and 10 days after commencement of a public announcement of a
tender or exchange offer if, upon its consummation, the offeror would
beneficially own 15% or more of the Common Stock. An "Acquiring Person" was
defined to be a person who holds at least 15% of the shares of Common Stock
without the prior approval of a majority of the outside directors of the Board.
In the event someone becomes an Acquiring Person, each holder of Rights (except
the Acquiring Person, whose Rights are voided) has the right to purchase one
one-thousandth of a Series A Junior Participating Preferred Stock ("Preferred
Stock") or, in lieu of shares of Preferred Stock, to receive a number of shares
of Common Stock specified by formula at 50% of the market price the shares of
Common Stock. The Rights, which do not have voting rights, expire in December
2006 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. The Company may
also exchange all of the outstanding Rights for shares of Common Stock at a
ratio of one share of Common Stock per Right (as adjusted), any time after the
first time someone becomes an Acquiring Person. If, following an acquisition of
15% 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 a
number of shares specified by formula of the acquiring company with a value of
twice the then current exercise price. As of December 31, 1996, 25,765,871
rights had been issued and are outstanding. Although the Board of Directors have
authorized the creation of the Series A Junior Participating Preferred Stock,
such series has not been authorized for issuance.
 
                                       45
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(9) EMPLOYEE BENEFIT PLANS
 
    STOCK COMPENSATION PLANS
 
    At December 31, 1996, the Company has three stock-based incentive plans
which are described below. The Company applies APB Opinion 25 and related
Interpretations in accounting for its plans. Accordingly, no compensation cost
has been recognized on these stock option plans. Had compensation cost for the
plans been determined based on the fair value at the grant dates for awards
under those plans consistent with the method of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"), the Company's net loss and loss per share would have been reduced to the
pro forma amounts indicated below (in thousands except per share).
 
<TABLE>
<CAPTION>
                                                                     FOR THE     FOR THE SIX
                                                                    YEAR ENDED   MONTHS ENDED
                                                                   DECEMBER 31,  DECEMBER 31,
                                                                       1996          1995
                                                                   ------------  ------------
<S>                                                <C>             <C>           <C>
Net loss.........................................  As reported      $   13,952    $    5,027
                                                   Pro forma        $   15,333    $    5,052
Primary loss per share...........................  As reported      $     0.54    $     0.25
                                                   Pro forma        $     0.59    $     0.25
</TABLE>
 
    The fair value of option grants made in the six months ended December 31,
1995 and the year ended December 31, 1996 were estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions: expected volatility of 37%, risk-free interest rate of 6.19% and
expected lives of 5 years.
 
    Directors, officers and certain key employees of the Company participate in
the 1987 Long Term Incentive Plan ("1987 LTIP") under which the Company had
originally 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
directed by the Board of Directors. Stock options granted under 1987 LTIP may be
granted only with an exercise price of not less than 100% of the fair market
value of the Common Stock on the date of grant. 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 the
Common Stock of the Company at the original option price. The Board of Directors
in its discretion, determine the recipients, the amounts of all awards and
vesting period of awards. All awards expire no later than ten years from the
date of grant. As of December 31, 1996, awards for 184,575 common shares
remained available for granting until the plan terminates in October 1997.
 
    Officers and eligible employees of the Company participate in the 1996 Long
Term Equity Incentive Plan ("1996 LTIP") under which the Company had originally
reserved 900,000 shares of Common Stock for issuance. Awards under the 1996 LTIP
include options, stock appreciation rights, restricted stock or performance
shares. Stock options granted under the 1996 LTIP may be granted only with an
exercise price of not less than 100% of the fair market value of the Common
Stock on the date of grant. The Board of Directors in its discretion, determines
the recipients, the amounts of all awards and vesting period of
 
                                       46
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(9) EMPLOYEE BENEFIT PLANS (CONTINUED)
awards. All awards expire no later than ten years from the date of grant. As of
December 31, 1996, awards for 372,000 common shares remained available for
granting.
 
    Directors of the Company participate in the 1996 Stock Option Plan for
Outside Directors ("1996 LTIP for Directors") under which the Company had
originally reserved 100,000 shares of Common Stock for issuance. Each person who
(i) was an outside director at the time the 1996 LTIP for Directors was adopted
or (ii) is first elected or appointed as an outside director thereafter will
receive a non-qualified stock option grant to purchase the number of shares of
Common Stock equal to $22,500 divided by one-third of the closing price of the
Common Stock on the date of grant at an option exercise price equal to the fair
market value of the stock on the date of grant. Following such initial grant,
each such Outside director who serves until the third, sixth or ninth
anniversaries of the initial date of grant will automatically receive an
additional number of shares of Common Stock equal to $22,500 divided by
one-third of the closing price of the Common Stock on the date of grant on each
such anniversary at an aggregate option exercise price equal to the fair market
value of the stock on the date of grant, so long as the person is an Outside
Director at the close of business on the date of such anniversary. Generally the
options vest over three years. All options expire five years after the date of
grant. As of December 31, 1996, awards for 74,002 common shares remained
available for granting.
 
    A summary of the status of the Company's three option plans as of December
31, 1996, December 31 1995, June 30, 1995 and June 30, 1994 and changes during
the periods ending on those dates is presented below:
 
<TABLE>
<CAPTION>
                                                                        STOCK OPTIONS          DEBENTURE OPTIONS
                                                                   -----------------------  -----------------------
                                                                                 WEIGHTED                 WEIGHTED
                                                                                 AVERAGE                  AVERAGE
                                                                    NUMBER OF    EXERCISE    NUMBER OF    EXERCISE
                                                                     SHARES       PRICE       SHARES       PRICE
                                                                   -----------  ----------  -----------  ----------
<S>                                                                <C>          <C>         <C>          <C>
Outstanding at June 30, 1993.....................................     125,000   $   4.3750     100,300   $   8.0200
  Granted........................................................      60,200   $   6.6875       5,000   $   6.3750
  Expired or canceled............................................      (2,300)  $   6.6875      (3,000)  $   8.3333
                                                                   -----------  ----------  -----------  ----------
Outstanding at June 30, 1994.....................................     182,900   $   5.1107     102,300   $   7.9300
  Granted........................................................     246,349   $   8.4835       1,000   $   9.5313
  Exercised......................................................     (47,600)  $   5.8069     (13,500)  $   6.4259
  Expired or canceled............................................    (129,700)  $   5.2227     (20,300)  $   8.6847
                                                                   -----------  ----------  -----------  ----------
Outstanding at June 30, 1995.....................................     251,949   $   8.2167      69,500   $   8.0247
  Granted........................................................     224,041   $  20.2500      --           --
                                                                   -----------  ----------  -----------  ----------
Outstanding at December 31, 1995.................................     475,990   $  13.8806      69,500   $   8.0247
  Granted........................................................     569,133   $  32.2698      --           --
  Exercised......................................................     (56,271)  $   9.2735     (57,000)  $   8.1118
  Expired or canceled............................................     (31,800)  $  33.0125      --           --
                                                                   -----------  ----------  -----------  ----------
Outstanding at December 31, 1996.................................     957,052   $  24.4513      12,500   $   7.6275
                                                                   -----------  ----------  -----------  ----------
                                                                   -----------  ----------  -----------  ----------
</TABLE>
 
    The weighted average fair value of options granted during the year ended
December 31, 1996 and the six months ended December 31, 1995 was $13.6751 and
$8.3546, respectively.
 
                                       47
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(9) EMPLOYEE BENEFIT PLANS (CONTINUED)
    The following table summarizes the exercisable options outstanding:
 
<TABLE>
<CAPTION>
                                                                                   EXERCISABLE OPTIONS
                                                                       -------------------------------------------
                                                                           STOCK OPTIONS       DEBENTURE OPTIONS
                                                                       ---------------------  --------------------
                                                                                   WEIGHTED              WEIGHTED
                                                                                   AVERAGE                AVERAGE
                                                                                   EXERCISE              EXERCISE
                                                                        NUMBER      PRICE      NUMBER      PRICE
                                                                       ---------  ----------  ---------  ---------
<S>                                                                    <C>        <C>         <C>        <C>
At December 31, 1996.................................................    258,514  $  10.9116     12,500  $  7.6275
At December 31, 1995.................................................    127,800  $   6.4682     69,500  $  8.0247
At June 30, 1995.....................................................    125,800  $   6.4558     69,500  $  8.0247
At June 30, 1994.....................................................    182,900  $   5.1070    102,300  $  7.9300
</TABLE>
 
    The following table summarizes information about options outstanding at
December 31, 1996:
 
<TABLE>
<CAPTION>
                                    OPTIONS OUTSTANDING                  OPTIONS EXERCISABLE
                       ---------------------------------------------  --------------------------
                                    WEIGHTED- AVERAGE    WEIGHTED-                   WEIGHTED-
                                        REMAINING         AVERAGE                     AVERAGE
      RANGE OF           NUMBER        CONTRACTUAL       EXERCISE       NUMBER       EXERCISE
   EXERCISE PRICES     OUTSTANDING    LIFE IN YEARS        PRICE      EXERCISABLE      PRICE
---------------------  -----------  -----------------  -------------  -----------  -------------
<S>                    <C>          <C>                <C>            <C>          <C>
STOCK OPTIONS
     $6.69-$8.50          157,150             7.8       $    7.3961      157,150    $    7.3961
    $10.75-$11.44          43,709             8.3       $   11.2330       43,709    $   11.2330
       $20.25             222,193             8.4       $   20.2500       57,655    $   20.2500
    $30.75-$33.88         474,200             9.3       $   30.8810       --            --
    $34.75-$47.63          59,800             9.8       $   42.8052       --            --
                                               --
                       -----------                     -------------  -----------  -------------
    $6.69-$47.63          957,052             8.8       $   24.4043      258,514    $   10.9116
                                               --
                                               --
                       -----------                     -------------  -----------  -------------
                       -----------                     -------------  -----------  -------------
DEBENTURE OPTIONS
        $3.25               1,000             4.9       $    3.2500        1,000    $    3.2500
     $5.44-$6.38            3,000             5.5       $    5.8750        3,000    $    5.8750
    $7.63-$10.19            8,500             3.0       $    8.7610        8,500    $    8.7610
                                               --
                       -----------                     -------------  -----------  -------------
    $3.25-$10.19           12,500             3.8       $    7.6275       12,500    $    7.6275
                                               --
                                               --
                       -----------                     -------------  -----------  -------------
                       -----------                     -------------  -----------  -------------
</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 1),
the restricted stock award vested in February 1996. No restricted stock awards
were granted during the year ended December 31, 1996, the six months ended
December 31, 1995 or during the year ended June 30, 1994.
 
PENSION BENEFITS
 
    Prior to the Spin-Off (see Note 1), the Company's employees participated in
ChemFirst's 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, ChemFirst agreed to (i)
maintain the administration and funding of accrued benefits at the Spin-Off date
for all vested
 
                                       48
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(9) EMPLOYEE BENEFIT PLANS (CONTINUED)
Company employees, and (ii) transfer funds to the Company's pension plan equal
to the actuarially determined pension liability of the non vested Company
employees in the ChemFirst pension plan. ChemFirst transferred funds and,
therefore, the liability for non-vested Company employees previously covered
under the ChemFirst pension plan in September 1996. Therefore, the Company's
financial statements at December 31, 1995 do not reflect the assets or the
liabilities of the pension plan. Such assets or liabilities were not material to
the Company's financial statements at December 31, 1995. Pension expense was
$0.2 million, $0.5 million and $0.4 million for the six months ended December
31, 1995 and years ended June 30, 1995 and 1994, respectively.
 
    Employees who participated in the ChemFirst pension plan as of September 30,
1995 were eligible to participate in the Company's pension plan at inception.
All other employees are eligible to participate in the Company's pension plan
following six months of service. The Company's plan covers 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.
 
    The components of pension expense for the pension plan consist of (in
thousands):
 
<TABLE>
<CAPTION>
                                                                                       YEAR
                                                                                       ENDED
                                                                                   DECEMBER 31,
                                                                                       1996
                                                                                  ---------------
<S>                                                                               <C>
Service cost....................................................................     $     635
Interest cost on projected benefit obligation...................................           140
Return on assets................................................................           (16)
Net amortization and deferral...................................................            71
                                                                                         -----
Pension expense.................................................................     $     830
                                                                                         -----
                                                                                         -----
</TABLE>
 
                                       49
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(9) EMPLOYEE BENEFIT PLANS (CONTINUED)
    The following table sets forth the funded status of the Company's pension
plan and the amounts recognized in the Company's consolidated balance sheet (in
thousands):
 
<TABLE>
<CAPTION>
                                                                                       AT
                                                                                  DECEMBER 31,
                                                                                      1996
                                                                                  ------------
<S>                                                                               <C>
Actuarial present value of benefit obligations:
  Accumulated benefit obligation
    Vested benefit obligation...................................................   $       45
    Non-vested benefits.........................................................          954
                                                                                  ------------
  Accumulated benefit obligation................................................          999
  Effect of future salary increases.............................................        1,640
                                                                                  ------------
Projected benefit obligation....................................................        2,639
Plan assets at fair value.......................................................         (558)
                                                                                  ------------
Excess of plan assets over projected benefit obligation.........................        2,081
Unrecognized net loss...........................................................         (112)
Unrecognized prior service cost.................................................       (1,292)
                                                                                  ------------
Net pension liability...........................................................   $      677
                                                                                  ------------
                                                                                  ------------
</TABLE>
 
    In measuring the projected benefit obligation for the pension plan, a
weighted average discount rate of 7.5% and a rate on increase in future
compensation of 3.0% was used at December 31, 1996 and 1995. The weighted
average expected long-term rate of return on plan assets was assumed to be 7.0%
for the year ended December 31, 1996.
 
SAVINGS PLAN
 
    Substantially all employees who have completed six months of service are
eligible to participate in the Company's 401(k) thrift plan. Under the savings
plan, employees may elect to contribute from 1% to 15% of monthly base pay, with
the Company matching contributions up to 4% of monthly base pay. Total expense
under the plan amounted to $0.4 million, $0.1 million, $0.2 million and $0.2
million for the year ended December 31, 1996, the six months ended December 31,
1995, and the years ended June 30, 1995 and 1994, respectively.
 
(10) MAJOR CUSTOMERS
 
    The Company is not economically dependent on a limited number of customers
for the sale of its product because gold commodity markets are well-established
worldwide. During 1996, one customer accounted for more than 10% of total sales
with $54.1 million or 82% of total sales to this customer. In the six months
ended December 31, 1995 and the year ended June 30, 1995, one customer accounted
for all of the total sales. For the year ended June 30, 1994, one customer
accounted for more than 10% of total sales with $82.9 million or 93% of total
sales to this customer. For the year ended December 31, 1996, the six months
ended December 31, 1995 and the years ended June 30, 1995 and 1994, export sales
were less than 10% of total sales.
 
                                       50
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(11) RELATED PARTY TRANSACTIONS
 
    The Company had an administrative services agreement with ChemFirst which
was terminated in conjunction with the Spin-Off (see Note 1). Prior to
agreement's termination, the Company reimbursed ChemFirst on a fee basis
determined annually. Under this agreement, the Company reimbursed ChemFirst
approximately $0.1 million, $0.2 million and $0.1 million for the six months
ended December 31, 1995 and the years ended June 30, 1995 and 1994,
respectively. Direct expenses incurred by ChemFirst on behalf of the Company
were charged to the Company based on the actual costs incurred.
 
    For insurance premiums paid by ChemFirst on behalf of the Company, the
Company reimbursed ChemFirst approximately $0.2 million, $0.3 million and $0.2
million for the six months ended December 31, 1995 and years ended June 30, 1995
and 1994, respectively.
 
    As discussed in Note 5, contemporaneously with the Spin-Off, the Company and
ChemFirst executed a promissory note, upon which all promissory notes previously
entered into between the two companies were canceled.
 
(12) SUPPLEMENTAL CASH FLOW INFORMATION
 
    Net cash provided by operating activities includes the following cash
payments (in thousands):
 
<TABLE>
<CAPTION>
                                                                                    SIX MONTHS         YEAR ENDED
                                                                     YEAR ENDED        ENDED            JUNE 30,
                                                                    DECEMBER 31,   DECEMBER 31,   --------------------
                                                                        1996           1995         1995       1994
                                                                    -------------  -------------  ---------  ---------
<S>                                                                 <C>            <C>            <C>        <C>
Interest, net of amounts capitalized (Note 5).....................    $    (448)     $      87    $      48  $     292
Income taxes paid to ChemFirst....................................    $  --          $  --        $  --      $   2,000
</TABLE>
 
    Excluded from the statement of consolidated cash flows are the effects of
certain non-cash transactions. In the year ended December 31, 1996, the six
months ended December 31, 1995, and the years ended June 30, 1995 and 1994,
interest payable in the amounts of $1.5 million, $3.0 million, $2.3 million and
$1.5 million, respectively, were capitalized to the note payable to ChemFirst.
In the six months ended December 31, 1995, $13.9 million of income taxes
receivable from ChemFirst was offset against the note payable to ChemFirst. In
the year ended June 30, 1994, $3.0 million of income taxes payable to ChemFirst
was transferred to the note payable to ChemFirst.
 
    Capital lease obligations of $7.2 and $5.5 million were incurred to acquire
equipment during the year ended December 31, 1996 and six months ended December
31, 1995, respectively.
 
(13) COMMITMENTS AND CONTINGENCIES
 
ENVIRONMENTAL OBLIGATIONS
 
    The Company's mining and exploration activities are subject to various
federal and state laws and regulations governing the protection of the
environment. These laws and regulations are continually changing and are
generally becoming more restrictive. The Company conducts its operations so as
to protect the public health and environment and believes its operations are in
compliance with all applicable laws and regulations. The Company has made, and
expects to make in the future, expenditures to comply with such laws and
regulations. The Company cannot predict such future expenditures.
 
                                       51
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(13) COMMITMENTS AND CONTINGENCIES (CONTINUED)
INTERNAL REVENUE SERVICE TAX CLAIM
 
    In October 1996, the Internal Revenue Service ("IRS") filed a notice of
deficiency, stating that the IRS is proceeding against ChemFirst and, thus the
Company (see Note 7 regarding the Amended Tax Sharing Agreement between
ChemFirst and the Company), for income taxes associated with ChemFirst's
consolidated income tax returns filed in 1989 and 1990. The Company's share of
the asserted deficiency, including interest, totals approximately $3.0 million.
In response, ChemFirst and the Company filed a petition with the United States
Tax Court in December 1996. The Company believes it has adequately reserved for
this tax matter.
 
MAJOR CONTRACTS
 
    The Company has an agreement with an independent contractor who provides
oxygen for the autoclave process in the mill. The agreement requires, among
other things, that the Company must pay the independent contractor at a rate
(subject to future adjustments for inflation) of approximately $0.2 million a
month. The Company is also obligated to a termination fee if the contract is
terminated prior to January 2004. The termination fee is $2.8 million in 1997
and decreases each year until reaching $0.4 million in 2004.
 
ROYALTIES
 
    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,
recorded as operating costs, amounted to $1.5 million, $0.8 million, $1.5
million, and $1.9 million for the year ended December 31, 1996, the six months
ended December 31, 1995 and years ended June 30, 1995, and 1994, respectively.
 
LETTER OF CREDIT
 
    At December 31, 1996, a $1.0 million unsecured letter of credit was
outstanding for bonding of a reclamation plan. In January 1997, this letter of
credit was increased to $4.5 million. This letter of credit reflects fair value
as a condition of its underlying purpose and is subject to fees competitively
determined in the market place.
 
(14) SUBSEQUENT EVENTS
 
    On February 14, 1997, the Board of Directors of the Company granted stock
appreciation rights under the Company's 1996 LTIP with respect to 76,723 shares
at a weighted average grant price of $8.2371 per share to certain executives and
other employees of the Company. Compensation with respect to stock appreciation
rights is accounted for on a variable basis and is "marked to market" at the end
of each fiscal quarter based on the market price of the Company's Common Stock.
Accordingly, the Company's future quarterly financial results will reflect
additional compensation expense if the market price of the Common Stock
increases from the preceding quarter or income if such market price decreases
from the preceding quarter. Based on the market price of the Company's Common
Stock on the date of grant, the Company would have recognized compensation
expense of $2.6 million in the first quarter of 1997 had that quarter ended on
such date.
 
                                       52
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(15) FINANCIAL DATA (UNAUDITED)
 
    The following is a summary of unaudited selected quarterly financial
information (amounts in thousands except per share amounts):
 
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1996
                                                -----------------------------------------------------------------
                                                                THREE MONTHS ENDED
                                                ---------------------------------------------------   YEAR ENDED
                                                 MARCH 31,   JUNE 30,   SEPTEMBER 30,  DECEMBER 31,  DECEMBER 31,
                                                -----------  ---------  -------------  ------------  ------------
<S>                                             <C>          <C>        <C>            <C>           <C>
Net sales.....................................   $  14,655   $  17,193    $  17,020     $   19,010    $   67,878
Gross loss....................................   $  (1,923)  $  (1,243)   $  (3,572)    $   (4,168)   $  (10,906)
Loss before income taxes......................   $  (2,603)  $  (2,021)   $  (4,218)    $   (5,980)   $  (14,822)
Net loss......................................   $  (1,733)  $  (2,021)   $  (4,218)    $   (5,980)   $  (13,952)
Loss per share................................   $   (0.07)  $   (0.08)   $   (0.16)    $    (0.23)   $    (0.54)
</TABLE>
 
<TABLE>
<CAPTION>
                                                                             SIX MONTHS ENDED DECEMBER 31,
                                                                       -----------------------------------------
                                                                           THREE MONTHS ENDED        SIX MONTHS
                                                                       ---------------------------     ENDED
                                                                       SEPTEMBER 30,  DECEMBER 31,  DECEMBER 31,
                                                                       -------------  ------------  ------------
<S>                                                                    <C>            <C>           <C>
Net sales............................................................    $  17,605     $   16,820    $   34,425
Gross margin (loss)..................................................    $     666     $   (2,197)   $   (1,531)
Loss before income taxes.............................................    $  (1,659)    $   (4,252)   $   (5,911)
Net loss.............................................................    $  (1,234)    $   (3,793)   $   (5,027)
Loss per share.......................................................    $   (0.07)    $    (0.18)   $    (0.25)
</TABLE>
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED JUNE 30, 1995
                                                 -----------------------------------------------------------------
                                                                  THREE MONTHS ENDED
                                                 ----------------------------------------------------  YEAR ENDED
                                                 SEPTEMBER 30,  DECEMBER 31,   MARCH 31,    JUNE 30,    JUNE 30,
                                                 -------------  ------------  -----------  ----------  -----------
<S>                                              <C>            <C>           <C>          <C>         <C>
Net sales......................................    $  21,509     $   16,517    $  15,786   $   17,673   $  71,485
Gross margin (loss)............................    $   3,616     $   (1,349)   $   1,637   $   (2,194)  $   1,710
Income (loss) before income taxes..............    $     882     $   (2,767)   $     (39)  $  (16,005)  $ (17,929)
Net income (loss)..............................    $     507     $   (1,827)   $    (454)  $  (16,583)  $ (18,357)
Income (loss) per share........................    $    0.03     $    (0.10)   $   (0.03)  $    (0.91)  $   (1.01)
</TABLE>
 
                                       53
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1996 AND 1995
 
(15) FINANCIAL DATA (UNAUDITED) (CONTINUED)
    The following table sets forth unaudited Consolidated Statements of
Operations for the year ended December 31, 1995 and the six months ended
December 31, 1994 (amounts in thousands except per share amounts):
 
<TABLE>
<CAPTION>
                                                                                                      SIX MONTHS
                                                                                        YEAR ENDED      ENDED
                                                                                       DECEMBER 31,  DECEMBER 31,
                                                                                           1995          1994
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
Net sales............................................................................   $   67,884    $   38,026
Cost of sales........................................................................       69,972        35,759
                                                                                       ------------  ------------
  Gross margin.......................................................................       (2,088)        2,267
General and administrative expenses..................................................        3,531         1,182
Exploration expenses.................................................................        2,106         2,298
Abandonment and impairment of mineral properties.....................................       11,531        --
                                                                                       ------------  ------------
  Income (loss) from operations......................................................      (19,256)       (1,213)
Interest expense, net of capitalized interest........................................       (3,680)         (759)
Interest and other income............................................................          981            87
                                                                                       ------------  ------------
  Pre-tax income (loss)..............................................................      (21,955)       (1,885)
Income tax provision (benefit).......................................................          109          (565)
                                                                                       ------------  ------------
Net income (loss)....................................................................   $  (22,064)   $   (1,320)
                                                                                       ------------  ------------
                                                                                       ------------  ------------
Income (loss) per common share.......................................................   $    (1.16)   $    (0.07)
                                                                                       ------------  ------------
                                                                                       ------------  ------------
Weighted average number of shares outstanding........................................       19,035        18,122
                                                                                       ------------  ------------
                                                                                       ------------  ------------
</TABLE>
 
                                       54
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
  ACCOUNTING AND FINANCIAL DISCLOSURE
 
    None.
 
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    Information concerning the Company's directors and executive officers will
be contained in the Company's definitive Proxy Statement to be filed pursuant to
Regulation 14A promulgated under the Securities Exchange Act of 1934 for the
1997 annual meeting of stockholders and is incorporated herein by reference.
 
ITEM 11. EXECUTIVE COMPENSATION
 
    Information concerning this item will be in the Company's definitive Proxy
Statement to be filed pursuant to Regulation 14A under the Securities Exchange
Act of 1934 for the 1997 annual meeting and is incorporated herein by reference.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    Information concerning this item will be in the Company's definitive Proxy
Statement to be filed pursuant to Regulation 14A under the Securities Exchange
Act of 1934 for the 1997 annual meeting and is incorporated herein by reference.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    Information concerning this item will be in the Company's definitive Proxy
Statement to be filed pursuant to Regulation 14A under the Securities Exchange
Act of 1934 for the 1997 annual meeting and is incorporated herein by reference.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT 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 29, 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)         --      Certificate of Incorporation, as amended. Incorporated by reference to Appendix D
                        to the Company's definitive Proxy Statement dated May 3, 1996.
3 (b)         --      Bylaws of the Company, as amended. Incorporated by reference to Appendix E to the
                        Company's definitive Proxy Statement dated May 3, 1996.
4 (c)         --      Company Resoulutions authorizing the 1988-A Series Convertible Preferred Stock,
                        effective July 13, 1988. Incorporated by reference to Exhibit 4(c) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1988.
</TABLE>
 
                                       55
<PAGE>
<TABLE>
<S>        <C>        <C>
4 (d)         --      Company Resolutions authorizing the 1989-A Series Convertible Preferred Stock,
                        effective August 9, 1989. Incorporated by reference to Exhibit 4(f) to the
                        Company's Annual Report on Form 10-K for the year ended June 30, 1989.
4 (e)         --      Company Resolutions authorizing the 1989-B Series Convertible Preferred Stock,
                        effective November 2, 1989. Incorporated by reference to Exhibit 4.1 to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
                        1989.
4 (f)         --      Company Resolutions authorizing the 1990-A Series Convertible Preferred Stock,
                        effective August 8, 1990. Incorporated by reference to Exhibit 4(f) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1990.
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.
                        August 14, 1991. Incorporated by reference to Exhibit 4.1 to the Company's
                        Quarterly Report on Form 10-Q for the quarter ended September 30, 1990.
4 (h)         --      Company Resolutions authorizing the 1991-A Series Convertible Preferred Stock,
                        effective August 14, 1991. Incorporated by reference to Exhibit 4(h) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1991.
4 (i)         --      Company Resolutions authorizing the 1991-B Series Convertible Preferred Stock,
                        effective November 7, 1991. Incorporated by reference to Exhibit 4.1 to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
                        1991.
4 (j)         --      Company Resolutions authorizing the 1992-A Series Convertible Preferred Stock,
                        effective November 5, 1992. Incorporated by reference to Exhibit 4 to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
                        1992.
4 (k)         --      Company Resolutions authorizing the 1993-A Series Convertible Preferred Stock,
                        effective November 4, 1993. Incorporated by reference to Exhibit 4 to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
                        1993.
4 (l)         --      Amended and Restated Rights Agreement between the Company and Harris Trust &
                        Savings Bank, dated as of December 31, 1996.
10 (a)        --      The Company's Amended and Restated Long-Term Incentive Plan, as amended November
                        14, 1992. Incorporated by reference to Exhibit 10(i) to the Company's Annual
                        Report on Form 10-K for the fiscal year ended June 30, 1993.
10 (b)        --      Form of Termination Agreement between the Company and Richard F. Nanna.
                        Incorporated by reference to Exhibit 10(w) to the Company's Annual Report on
                        Form 10-K for the fiscal year ended June 30, 1991.
10 (c)        --      Form of Addendum to Termination Agreement the Company and Richard F. Nanna.
                        Incorporated by reference to Exhibit 10(x) to the Company's Annual Report on
                        Form 10-K for the fiscal year ended June 30, 1991.
10 (d)        --      Mine Operating Contract between FMG Inc. and N.A. Degerstrom, Inc. dated July 1,
                        1991. Incorporated by reference to Exhibit 10(aa) to the Company's Annual Report
                        on Form 10-K for the fiscal year ended June 30, 1991.
10 (e)        --      Oxygen Supply Agreement, dated August 27, 1987, and Air Rights Lease Agreement,
                        dated as of August 27, 1987. Incorporated by reference to Exhibit 10(j) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1989.
10 (f)        --      Amendment to Administrative Service Agreement between ChemFirst and the Company
                        dated August 29, 1995. Incorporated by reference to Exhibit 10(cc) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995.
</TABLE>
 
                                       56
<PAGE>
<TABLE>
<S>        <C>        <C>
10 (g)        --      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). Incorporated by reference to Exhibit 10(dd) to the Company's Annual
                        Report on Form 10-K for the fiscal year ended June 30, 1995.
10 (h)        --      Promissory Note by the Company in favor of ChemFirst dated February 1, 1995.
                        Incorporated by reference to Exhibit 10(ee) to the Company's Annual Report on
                        Form 10-K for the fiscal year ended June 30, 1995.
10 (i)        --      Restricted Stock Award Agreement between the Company and G.W. Thompson dated
                        August 22, 1994. Incorporated by reference to Exhibit 10(ff) to the Company's
                        Annual Report on Form 10-K for the fiscal year ended June 30, 1995.
10 (j)        --      Post Spin-Off Agreement dated as of September 24, 1995, by and between ChemFirst
                        and the Company. Incorporated by reference to 10(a) to the Company's Report on
                        Form 8-K dated September 24, 1995.
10 (k)        --      Tax Ruling Agreement dated as of September 24, 1995, by and between ChemFirst and
                        the Company. Incorporated by reference to Exhibit 10(b) to the Company's Report
                        on Form 8-K dated September 24, 1995.
10 (l)        --      Loan Agreement dated September 24, 1995, by and between ChemFirst and the Company.
                        Incorporated by reference to Exhibit 10(c) to the Company's Report on Form 8-K
                        dated September 24, 1995.
10 (m)        --      Amended Tax Sharing Agreement dated as of September 24, 1995, by and between
                        ChemFirst and the Company. Incorporated by reference to Exhibit 10(d) to the
                        Company's Report on Form 8-K dated September 24, 1995.
10 (n)        --      Loan Agreement dated as of September 24, 1995 by and between The Toronto-Dominion
                        Bank and the Company. Incorporated by reference to Exhibit 10(cc) to the
                        Company's Annual Report on Form 10-K for the six months ended December 31, 1995.
10 (o)        --      Turquoise Ridge Shaft No. 1 Construction contract between Thyssen Mining and the
                        Company dated January 2, 1996. Incorporated by reference to Exhibit 10(a) to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
10 (p)        --      Turquoise Ridge Shaft No. 2 Construction contract between Thyssen Mining and the
                        Company dated May 1, 1996. Incorporated by reference to Exhibit 10(b) to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
10 (q)        --      1996 Stock Option Plan for Outside Directors. Incorporated by reference to Exhibit
                        4(a) to the Company's Registration Statement on Form S-8 dated February 19,
                        1997.
10 (r)        --      1996 Long Term Equity Incentive Plan. Incorporated by reference to Exhibit 4(b) to
                        the Company's Registration Statement on Form S-8 dated February 19, 1997.
21.                   List of subsidiaries of the Company.
23.A                  Consent of KPMG Peat Marwick LLP.
23.B                  Consent of KPMG Peat Marwick LLP.
27.                   Financial Data Schedule.
</TABLE>
 
REPORTS ON FORM 8-K
 
    None
 
                                       57
<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.
 
                                GETCHELL GOLD CORPORATION
 
Date: March 10, 1997            By:              /s/ G.W. THOMPSON
                                     -----------------------------------------
                                              G.W. Thompson, PRESIDENT
 
    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.
 
          SIGNATURE                       TITLE                    DATE
------------------------------  --------------------------  -------------------
 
                                President and Chief
      /s/ G. W. THOMPSON          Executive Officer
------------------------------    (Principal Executive        March 10, 1997
        G. W. Thompson            Officer) and Director
 
                                Vice President and Chief
     /s/ DONALD S. ROBSON         Financial Officer
------------------------------    (Principal Financial        March 10, 1997
       Donald S. Robson           Officer)
 
     /s/ ROGER D. PALMER
------------------------------  Controller (Principal         March 10, 1997
       Roger D. Palmer            Accounting Officer)
 
    /s/ J. KELLEY WILLIAMS
------------------------------  Director and Chairman of      March 10, 1997
      J. Kelley Williams          the Board of Directors
 
     /s/ WALTER A. DREXEL
------------------------------  Director                      March 10, 1997
       Walter A. Drexel
 
     /s/ ROBERT C. HORTON
------------------------------  Director                      March 10, 1997
       Robert C. Horton
 
                                       58
<PAGE>
 
          SIGNATURE                       TITLE                    DATE
------------------------------  --------------------------  -------------------
 
      /s/ PETE INGERSOLL
------------------------------  Director                      March 10, 1997
        Pete Ingersoll
 
       /s/ JOHN RACICH
------------------------------  Director                      March 10, 1997
         John Racich
 
  /s/ CHARLIE E. STOTT, JR.
------------------------------  Director                      March 10, 1997
    Charlie E. Stott, Jr.
 
  /s/ R. MICHAEL SUMMERFORD
------------------------------  Director                      March 10, 1997
    R. Michael Summerford
 
      /s/ ALLEN WINTERS
------------------------------  Director                      March 10, 1997
        Allen Winters
 
     /s/ ROBERT L. ZERGA
------------------------------  Director                      March 10, 1997
       Robert L. Zerga
 
                                       59
<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<S>        <C>        <C>
3 (a)         --      Certificate of Incorporation, as amended. Incorporated by reference to Appendix D
                        to the Company's definitive Proxy Statement dated May 3, 1996.
3 (b)         --      Bylaws of the Company, as amended. Incorporated by reference to Appendix E to the
                        Company's definitive Proxy Statement dated May 3, 1996.
4 (c)         --      Company Resoulutions authorizing the 1988-A Series Convertible Preferred Stock,
                        effective July 13, 1988. Incorporated by reference to Exhibit 4(c) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1988.
4 (d)         --      Company Resolutions authorizing the 1989-A Series Convertible Preferred Stock,
                        effective August 9, 1989. Incorporated by reference to Exhibit 4(f) to the
                        Company's Annual Report on Form 10-K for the year ended June 30, 1989.
4 (e)         --      Company Resolutions authorizing the 1989-B Series Convertible Preferred Stock,
                        effective November 2, 1989. Incorporated by reference to Exhibit 4.1 to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
                        1989.
4 (f)         --      Company Resolutions authorizing the 1990-A Series Convertible Preferred Stock,
                        effective August 8, 1990. Incorporated by reference to Exhibit 4(f) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1990.
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.
                        August 14, 1991. Incorporated by reference to Exhibit 4.1 to the Company's
                        Quarterly Report on Form 10-Q for the quarter ended September 30, 1990.
4 (h)         --      Company Resolutions authorizing the 1991-A Series Convertible Preferred Stock,
                        effective August 14, 1991. Incorporated by reference to Exhibit 4(h) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1991.
4 (i)         --      Company Resolutions authorizing the 1991-B Series Convertible Preferred Stock,
                        effective November 7, 1991. Incorporated by reference to Exhibit 4.1 to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
                        1991.
4 (j)         --      Company Resolutions authorizing the 1992-A Series Convertible Preferred Stock,
                        effective November 5, 1992. Incorporated by reference to Exhibit 4 to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
                        1992.
4 (k)         --      Company Resolutions authorizing the 1993-A Series Convertible Preferred Stock,
                        effective November 4, 1993. Incorporated by reference to Exhibit 4 to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
                        1993.
4 (l)         --      Amended and Restated Rights Agreement between the Company and Harris Trust &
                        Savings Bank, dated as of December 31, 1996.
10 (a)        --      The Company's Amended and Restated Long-Term Incentive Plan, as amended November
                        14, 1992. Incorporated by reference to Exhibit 10(i) to the Company's Annual
                        Report on Form 10-K for the fiscal year ended June 30, 1993.
10 (b)        --      Form of Termination Agreement between the Company and Richard F. Nanna.
                        Incorporated by reference to Exhibit 10(w) to the Company's Annual Report on
                        Form 10-K for the fiscal year ended June 30, 1991.
10 (c)        --      Form of Addendum to Termination Agreement the Company and Richard F. Nanna.
                        Incorporated by reference to Exhibit 10(x) to the Company's Annual Report on
                        Form 10-K for the fiscal year ended June 30, 1991.
10 (d)        --      Mine Operating Contract between FMG Inc. and N.A. Degerstrom, Inc. dated July 1,
                        1991. Incorporated by reference to Exhibit 10(aa) to the Company's Annual Report
                        on Form 10-K for the fiscal year ended June 30, 1991.
</TABLE>
<PAGE>
<TABLE>
<S>        <C>        <C>
10 (e)        --      Oxygen Supply Agreement, dated August 27, 1987, and Air Rights Lease Agreement,
                        dated as of August 27, 1987. Incorporated by reference to Exhibit 10(j) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1989.
10 (f)        --      Amendment to Administrative Service Agreement between ChemFirst and the Company
                        dated August 29, 1995. Incorporated by reference to Exhibit 10(cc) to the
                        Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995.
10 (g)        --      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). Incorporated by reference to Exhibit 10(dd) to the Company's Annual
                        Report on Form 10-K for the fiscal year ended June 30, 1995.
10 (h)        --      Promissory Note by the Company in favor of ChemFirst dated February 1, 1995.
                        Incorporated by reference to Exhibit 10(ee) to the Company's Annual Report on
                        Form 10-K for the fiscal year ended June 30, 1995.
10 (i)        --      Restricted Stock Award Agreement between the Company and G.W. Thompson dated
                        August 22, 1994. Incorporated by reference to Exhibit 10(ff) to the Company's
                        Annual Report on Form 10-K for the fiscal year ended June 30, 1995.
10 (j)        --      Post Spin-Off Agreement dated as of September 24, 1995, by and between ChemFirst
                        and the Company. Incorporated by reference to 10(a) to the Company's Report on
                        Form 8-K dated September 24, 1995.
10 (k)        --      Tax Ruling Agreement dated as of September 24, 1995, by and between ChemFirst and
                        the Company. Incorporated by reference to Exhibit 10(b) to the Company's Report
                        on Form 8-K dated September 24, 1995.
10 (l)        --      Loan Agreement dated September 24, 1995, by and between ChemFirst and the Company.
                        Incorporated by reference to Exhibit 10(c) to the Company's Report on Form 8-K
                        dated September 24, 1995.
10 (m)        --      Amended Tax Sharing Agreement dated as of September 24, 1995, by and between
                        ChemFirst and the Company. Incorporated by reference to Exhibit 10(d) to the
                        Company's Report on Form 8-K dated September 24, 1995.
10 (n)        --      Loan Agreement dated as of September 24, 1995 by and between The Toronto-Dominion
                        Bank and the Company. Incorporated by reference to Exhibit 10(cc) to the
                        Company's Annual Report on Form 10-K for the six months ended December 31, 1995.
10 (o)        --      Turquoise Ridge Shaft No. 1 Construction contract between Thyssen Mining and the
                        Company dated January 2, 1996. Incorporated by reference to Exhibit 10(a) to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
10 (p)        --      Turquoise Ridge Shaft No. 2 Construction contract between Thyssen Mining and the
                        Company dated May 1, 1996. Incorporated by reference to Exhibit 10(b) to the
                        Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
10 (q)        --      1996 Stock Option Plan for Outside Directors. Incorporated by reference to Exhibit
                        4(a) to the Company's Registration Statement on Form S-8 dated February 19,
                        1997.
10 (r)        --      1996 Long Term Equity Incentive Plan. Incorporated by reference to Exhibit 4(b) to
                        the Company's Registration Statement on Form S-8 dated February 19, 1997.
21.                   List of subsidiaries of the Company.
23.A                  Consent of KPMG Peat Marwick LLP.
23.B                  Consent of KPMG Peat Marwick LLP.
27.                   Financial Data Schedule.
</TABLE>