---

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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549











FORM 10-Q











|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------




| | For the Quarterly Period Ended March 31, 2001
| | ---------------------------------------------




| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------------




| | For the transition period from  to
| | ----------------------------------




Commission File Number 1-8736











HOMESTAKE MINING COMPANY





A Delaware Corporation


IRS Employer Identification No. 94-2934609





1600 Riviera Avenue, Suite 200


Walnut Creek, California 94596-3568


Telephone: (925) 817-1300


http://www.homestake.com











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  ̈





The number of shares of common stock outstanding as of April 30, 2001 was 263,307,488.*





|* | Includes 3,258,935 Homestake Canada Inc. exchangeable shares that may be exchanged at any time for Homestake common stock on
a one-for-one basis.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------




---

---




PART IFINANCIAL INFORMATION





Item 1.    Financial Statements





A.  Condensed Statements of Consolidated Operations (unaudited)





|                                          |  | Three Months Ended

March 31,
|----------------------------------------- |  | -----------------------------
|
|
|Revenues                                  |  |                              
|Gold and ore sales                        |  | $165,456                     
|Interest income                           |  | 3,299                        
|Other loss (note 2)                       |  | (9,037                       
|                                          |  |                              
|                                          |  | 159,718                      
|                                          |  |                              
|Costs and Expenses                        |  |                              
|Production costs                          |  | 119,944                      
|Depreciation, depletion and amortization  |  | 35,160                       
|Administrative and general expense        |  | 11,381                       
|Exploration expense                       |  | 6,021                        
|Interest expense                          |  | 2,828                        
|Other expense                             |  | 312                          
|                                          |  |                              
|                                          |  | 175,646                      
|                                          |  |                              
|Loss Before Taxes and Minority Interests  |  | (15,928                      
|Income Taxes                              |  | 3,309                        
|Minority Interests                        |  | 625                          
|                                          |  |                              
|Loss From Continuing Operations           |  | (11,994                      
|Loss From Discontinued Operations         |  |                              
|(net of tax benefit, 2001$nil, 2000$60) |  |                             
|                                          |  |                              
|Net Loss                                  |  | $ (11,994                    
|                                          |  |                              
|Per Share AmountsBasic and Diluted:      |  |                              
|Loss from continuing operations           |  | $   (0.05                    
|Loss from discontinued operations         |  |                             
|                                          |  |                              
|Net Loss Per
Share                        |  | $   (0.05                    
|                                          |  |                              
|Average Shares Used in the Computation    |  | 263,273                      
|                                          |  |                              
|Dividends paid per Common Share           |  | $                           
|                                          |  |                              




The accompanying notes are an integral part of these condensed consolidated financial statements.





B.  Condensed Consolidated Balance Sheets





|                                                                                             |  | (unaudited)

March 31,

2001 |   | December 31,

2000
|-------------------------------------------------------------------------------------------- |  | ---------------------------- | - | ------------------
|
|Current Assets                                                                               |  |                              |   |                   
|Cash and equivalents                                                                         |  | $  187,238                   |   |                   
|Short-term investments                                                                       |  | 6,262                        |   |                   
|Receivables                                                                                  |  | 40,787                       |   |                   
|Inventories (note 4)                                                                         |  | 81,815                       |   |                   
|Deferred income taxes                                                                        |  | 11,200                       |   |                   
|Other                                                                                        |  | 1,261                        |   |                   
|                                                                                             |  |                              |   |                   
|Total current assets                                                                         |  | 328,563                      |   |                   
|                                                                                             |  |                              |   |                   
|Property, Plant and Equipment, net                                                           |  | 901,132                      |   |                   
|Investments and Other Assets                                                                 |  |                              |   |                   
|Noncurrent investments                                                                       |  | 13,835                       |   |                   
|Other assets                                                                                 |  | 94,004                       |   |                   
|                                                                                             |  |                              |   |                   
|Total investments and other assets                                                           |  | 107,839                      |   |                   
|                                                                                             |  |                              |   |                   
|Total Assets                                                                                 |  | $1,337,534                   |   |                   
|                                                                                             |  |                              |   |                   
|LIABILITIES AND SHAREHOLDERS EQUITY                                                         |  |                              |   |                   
|Current Liabilities                                                                          |  |                              |   |                   
|Accounts payable                                                                             |  | $   26,916                   |   |                   
|Accrued liabilities                                                                          |  | 96,295                       |   |                   
|Income and other taxes payable                                                               |  | 5,843                        |   |                   
|Current portion of deferred gain on close-out of

          forward sales contracts (note 6) |  |                             |   |                   
|Current portion of long-term debt and capital leases                                         |  | 2,489                        |   |                   
|                                                                                             |  |                              |   |                   
|Total current liabilities                                                                    |  | 131,543                      |   |                   
|                                                                                             |  |                              |   |                   
|Long-term Liabilities                                                                        |  |                              |   |                   
|Long-term debt and capital leases (note 5)                                                   |  | 214,810                      |   |                   
|Other long-term obligations                                                                  |  | 225,026                      |   |                   
|                                                                                             |  |                              |   |                   
|Total long-term liabilities                                                                  |  | 439,836                      |   |                   
|                                                                                             |  |                              |   |                   
|Deferred Gain on Close-out of Forward Sales Contracts(note 6)                                |  |                             |   |                   
|Deferred Income Taxes                                                                        |  | 173,945                      |   |                   
|Minority Interests in Consolidated Subsidiaries                                              |  | 9,595                        |   |                   
|Shareholders Equity                                                                         |  |                              |   |                   
|Capital stock, $1 par value per preferred and common share:                                  |  |                              |   |                   
|AuthorizedPreferred: 10,000 shares; no shares
outstanding                                   |  |                              |   |                   
|Common: 450,000 shares                                                                      |  |                              |   |                   
|OutstandingHCI exchangeable shares:
20013,277; 20003,375                                  |  | 260,013                      |   |                   
|Common: 2001260,013; 2000259,846                                                          |  |                              |   |                   
|Additional paid-in capital                                                                   |  | 938,926                      |   |                   
|Deficit                                                                                      |  | (505,280                     | ) |                   
|Accumulated other comprehensive loss                                                         |  | (111,044                     | ) |                   
|                                                                                             |  |                              |   |                   
|Total shareholders equity                                                                   |  | 582,615                      |   |                   
|                                                                                             |  |                              |   |                   
|Total Liabilities and Shareholders Equity                                                   |  | $1,337,534                   |   |                   
|                                                                                             |  |                              |   |                   




The accompanying notes are an integral part of these condensed consolidated financial statements.





C.  Condensed Statements of Consolidated Cash Flows (unaudited)





|                                                        |  | Three Months Ended

March 31,
|------------------------------------------------------- |  | -----------------------------
|
|
|Operating Activities                                    |  |                              
|Loss from continuing operations                         |  | $ (11,994                    
|Reconciliation to net cash provided by operations:      |  |                              
|Depreciation, depletion
and amortization                |  | 35,160                       
|Gain (loss) on investment
sales and asset disposals     |  | (2,864                       
|Deferred taxes, minority
interests and other            |  | 2,805                        
|Effect of changes in
operating working capital items    |  | (9,501                       
|                                                        |  |                              
|Net cash provided by continuing operations              |  | 13,606                       
|Net cash provided by discontinued operations            |  | 928                          
|                                                        |  |                              
|Net cash provided by operating activities               |  | 14,534                       
|                                                        |  |                              
|Investment Activities                                   |  |                              
|Decrease (increase) in investments                      |  | (25                          
|Additions to property, plant and equipment              |  | (24,704                      
|Proceeds from sale-leaseback of equipment               |  |                             
|Proceeds from investment and asset sales                |  | 7,923                        
|Decrease (increase) in restricted cash                  |  | (3,099                       
|                                                        |  |                              
|Net cash provided by (used in) investment activities    |  | (19,905                      
|                                                        |  |                              
|Financing Activities                                    |  |                              
|Borrowings                                              |  | 821                          
|Debt repayments                                         |  | (624                         
|                                                        |  |                              
|Net cash provided by (used in) financing activities     |  | 197                          
|                                                        |  |                              
|Effect of Exchange Rate Changes on Cash and Equivalents |  | (1,010                       
|                                                        |  |                              
|Net Increase (Decrease) in Cash and Equivalents         |  | (6,184                       
|Cash and Equivalents, January 1                         |  | 193,422                      
|                                                        |  |                              
|Cash and Equivalents, March 31                          |  | $187,238                     
|                                                        |  |                              




The accompanying notes are an integral part of these condensed consolidated financial statements.





Notes to Condensed Consolidated Financial Statements (unaudited)





| | 1.General Information
| | ---------------------




The condensed consolidated financial statements include Homestake Mining Company and its majority owned
subsidiaries, and their undivided interests in joint ventures (collectively, Homestake or the Company) after elimination of intercompany amounts.





The information furnished in this report reflects all normal recurring adjustments which, in the opinion of
management, are necessary for a fair statement of the results for the interim periods. Results of operations for interim periods are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements
should be read in conjunction with the financial statements and notes thereto, which include information as to significant accounting policies, in the Companys Annual Report, which is incorporated by reference in the Companys Annual
Report on Form 10-K for the year ended December 31, 2000.





All amounts are in United States dollars unless otherwise indicated.





| | 2.Other Loss
| | ------------




|                                                                 |  | Three Months Ended

March 31,
|---------------------------------------------------------------- |  | -----------------------------
|
|
|Foreign currency contract losses                                 |  | $ (2,815                     
|Foreign currency exchange losses on intercompany loans and other |  | (12,705                      
|Oil sales                                                        |  | 503                          
|Gains (losses) on investments and asset disposals                |  | 2,865                        
|Royalty income                                                   |  | 623                          
|Pension plan curtailment and settlement gains                    |  | 1,715                        
|Other                                                            |  | 777                          
|                                                                 |  |                              
|                                                                 |  | $ (9,037                     
|                                                                 |  |                              




In the 2001 first quarter, Homestake recorded a non-recurring gain of $2.4 million related to the sale of
mining information in conjunction with an agreement to sublease its Just-in-Case property in Western Australia for a ten-year period. Homestake received a payment of $2.4 million (A$5.0 million) for the sale of the mining information, and subject to
receiving government approvals, will receive lease payments of $3.6 million (A$7.5 million) and $6.0 million (A$12.5 million) no later than December 31, 2006 and December 31, 2008, respectively. Accordingly, lease revenue of $9.6 million (A$20.0
million) will be accrued over the ten-year lease term. Homestake will also receive a 3.5% net smelter return royalty (NSR) on all production from the Just-in-Case sublease, and in addition, is entitled to a payment of up to $6.3 million (A$13.0
million) in the event that production from the sublease does not reach a specified cumulative level by contracted dates. This payment is creditable against the NSR.





| | 3.Comprehensive Loss
| | --------------------




|                                                                              |  | Three Months Ended

March 31,
|----------------------------------------------------------------------------- |  | -----------------------------
|
|
|Net Loss                                                                      |  | $(11,994                     
|Other Comprehensive Income (Loss)                                             |  |                              
|Changes in unrealized gains (losses) on securities:                           |  |                              
|Unrealized holding gains (losses) arising during the period                   |  | (2,520                       
|Less: Reclassification adjustments for gains (losses) included in net         |  |                              
|loss                                                                          |  | 208                          
|Income taxes                                                                  |  | 1                            
|                                                                              |  |                              
|                                                                              |  | (2,727                       
|                                                                              |  |                              
|                                                                             
|                                                                             
|Foreign currency translation adjustments (before and after tax)               |  | (45,078                      
|                                                                              |  |                              
|                                                                             
|                                                                             
|SFAS 133 transition adjustment (note 6)                                       |  | 35,092                       
|Reclassification adjustments for deferred gains on close-out of forward sales |  |                              
|contracts included in net loss                                                |  | (3,253                       
|Income taxes                                                                  |  | 131                          
|                                                                              |  |                              
|                                                                              |  | 31,970                       
|                                                                              |  |                              
|Other Comprehensive Loss                                                      |  | (15,835                      
|                                                                              |  |                              
|Comprehensive Loss                                                            |  | $(27,829                     
|                                                                              |  |                              
|                                                                             

|
|

| | 4.Inventories
| | -------------

|
|




|                  
|------------------
|
|
|Finished products 
|Ore and in process
|Supplies          
|                  
|                  
|                  
|                  

|
|

| | 5.Long-term Debt and Capital Leases
| | -----------------------------------

|
|




|                                        
|----------------------------------------
|
|
|Cross-border credit facility (due 2003) 
|Pollution control bonds:                
|Lawrence County, South Dakota (due 2032)
|State of California (due 2004)          
|Capital leases                          
|                                        
|                                        
|Less: current portion of capital leases 
|                                        
|                                        
|                                        




| | 6.Derivative Financial Instruments
| | ----------------------------------




The Company uses derivative financial instruments as part of an overall risk-management strategy. These
instruments are used as a means of hedging exposure to precious metals prices and foreign currency exchange rates. The Company does not hold or issue derivative financial instruments for trading purposes.





Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities. (SFAS 133), as amended by SFAS 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities (SFAS 138). The adoption
of SFAS 133, as amended by SFAS 138, had no impact on the Companys results for the period. However, gains of $35 million relating to gold and silver hedging contracts previously closed out, have been reclassified on adoption from deferred
gains to accumulated other comprehensive loss.





SFAS 133 requires that derivatives be recognized as assets or liabilities and be measured at fair value.
Gains or losses resulting from changes in the fair value of derivatives in each period are to be accounted for either in current earnings or other comprehensive income depending on the use of the derivatives and whether they are designated as, and
qualify for, hedge accounting.





The Company uses combinations of put and call options to hedge its exposure to foreign currency exchange
rates. In accordance with SFAS 133, the Company has elected not to designate its foreign currency options as hedges and, accordingly, gains and losses resulting from changes in the fair value of these contracts will continue to be recorded in
earnings each period.





At January 1, 2001 and March 31, 2001, the Companys hedging contracts used to reduce exposure to
precious metal prices, consisted entirely of forward sales contracts. The Company settles these contracts through the physical delivery of production from its operations at the contract settlement dates. Therefore, the forward sales contracts meet
the criteria for the normal purchases and normal sales exemption of SFAS 133, as amended by SFAS 138. Accordingly, recognition of the forward sales contracts will continue to be deferred until settlement.





| | Foreign Currency Contracts
| | --------------------------




Under the Companys foreign currency protection program, the Company has entered into a series of
foreign currency option contracts to minimize the effects of a strengthening of either the Canadian or Australian currencies in relation to the United States dollar. In July 2000, the Company discontinued its foreign currency protection program.
Contracts outstanding at March 31, 2001, are expected to remain in place until maturity.





At March 31, 2001, the Company had foreign exchange currency option contracts outstanding as
follows:





|                                           |  | Expected Maturity or

Transaction Date
|------------------------------------------ |  | --------------------------------------
|
|
|Canadian $ / US $ option contracts:       
|US $ covered                               |  | $43.6                                 
|Written puts, average exchange rate (1)    |  | 0.68                                  
|US $ covered                               |  | $39.6                                 
|Purchased calls, average exchange rate (2) |  | 0.65                                  
|US $ covered                               |  | $16.5                                 
|Purchased puts, average exchange rate (3)  |  | 0.65                                  
|                                          
|                                          
|Australian $ / US $ option contracts:     
|US $ covered                               |  | $66.2                                 
|Written puts, average exchange rate (1)    |  | 0.66                                  
|US $ covered                               |  | $66.2                                 
|Purchased calls, average exchange rate (2) |  | 0.65                                  
|US $ covered                               |  | $59.2                                 
|Purchased puts, average exchange rate (3)  |  | 0.64                                  




|(1) | Assuming exercise by the counterparty at the expiration date, the Company would exchange US dollars for Canadian or
Australian dollars at the put exchange rate. The counterparty would be expected to exercise the option if the spot exchange rate was below the put exchange rate.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(2) | Assuming exercise by the Company at the expiration date, the Company would exchange US dollars for Canadian or Australian
dollars at the call exchange rate. The Company would exercise the option if the spot exchange rate was above the call exchange rate.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(3) | Assuming exercise by the Company at the expiration date, the Company would exchange Canadian or Australian dollars for US
dollars at the put exchange rate. The Company would exercise the option if the spot exchange rate was below the put exchange rate.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | Precious Metal Contracts
| | ------------------------




Homestakes hedging policy provides for the use of forward sales contracts to hedge up to 30% of each
of the following ten years expected annual gold production, and up to 30% of each of the following five years expected annual silver production, at prices in excess of certain targeted prices. The policy also provides for the use of
combinations of put and call option contracts to establish minimum floor prices.





At March 31, 2001, the unamortized portion of the gain resulting from the early settlement of certain gold
forward sales and option contracts prior to the adoption of SFAS 133, maturing in the years 2001, 2002 and 2003 was $32.0 million which has been recorded in accumulated other comprehensive loss and will be reclassified into income as the originally
designated production is sold. Of this amount, $11.9 million will be recognized in income in the twelve month period to March 31, 2002. In March 2000, the Company closed out and financially settled its remaining US dollar denominated silver forward
sales contracts covering 3.6 million ounces maturing in 2000 and 2001. At March 31, 2001, the unamortized pretax portion of this gain of $619,000, realized on this transaction has been recorded in other comprehensive loss and will be reclassified in
income as the originally designated production is sold, which is recorded in accumulated other comprehensive loss.





In the condensed consolidated balance sheet contained in our first quarter 2001 press release, the
unamortized portion of gains from the early settlement of certain gold and silver derivatives, as discussed above, were classified as liabilities.





At March 31, 2001, the Company had gold forward sales contracts outstanding as follows:





|                                       |  | Expected Maturity or Transaction Date
|-------------------------------------- |  | -------------------------------------
|
|US $ denominated contracts:           
|Forward sales contracts:              
|Ounces                                 |  | 10,000                               
|Average price (US$ per oz.)            |  | $400                                 
|                                      
|Australian $ denominated contracts:(1)
|Forward sales contracts:              
|Ounces                                 |  | 333,000                              
|Average price (A$ per oz.)             |  | $511                                 
|Average price (US$ per oz.)(1)         |  | $248                                 




|(1) | Expressed in US dollars at the March 31, 2001 exchange rate of A$ = US$ 0.4858
|--- | ------------------------------------------------------------------------------




| | 7.Segment Information
| | ---------------------




The Company is primarily engaged in gold mining and related activities. Gold operations are managed and
internally reported based on the following geographic areas: North America (United States and Canada), Australia and South America. The Company also has other foreign exploration activities and an oil recovery operation in the Gulf of Mexico, which
are included in Corporate and All Other. Within each geographic segment, operations are managed on a mine-by-mine basis. However, because each mine has similar economic characteristics, the Company has geographically aggregated its
operations.





Segment information for the three months ended March 31, 2001 and 2000 are as follows:





|                                       |  | North

America |  | Australia |   | South

America |        | Corporate

and All

Other |  | Reconciling

Items(a) |   | Total
|-------------------------------------- |  | -------------- |  | --------- | - | -------------- | ------ | ------------------------- |  | --------------------- | - | -----
|
|2001:                                  |  |                |  |           |   |                |        |                           |  |                       |   |      
|Gold and ore sales                     |  | $106,012       |  | $57,418   |   |                | $2,275 |                           |  | $  (249               | ) |      
|Other revenues (losses)                |  | 795            |  | 1,648     |   |                | 80     |                           |  | (5,699                | ) |      
|Total revenues and other income (loss) |  | 106,807        |  | 59,066    |   |                | 2,355  |                           |  | (5,948                | ) |      
|Operating earnings (loss)(b)           |  | 6,462          |  | 7,537     |   |                | (625   | )                         |  | (6,198                | ) |      
|                                      
|2000:                                  |  |                |  |           |   |                |        |                           |  |                       |   |      
|Gold and ore sales                     |  | $100,914       |  | $61,149   |   |                | $3,462 |                           |  | $                    |   |      
|Other revenues (losses)                |  | 218            |  | (6,923    | ) |                | 340    |                           |  | 1,641                 |   |      
|Total revenues and other income        |  | 101,132        |  | 54,226    |   |                | 3,802  |                           |  | 1,641                 |   |      
|Operating earnings (loss)(b)           |  | 15,403         |  | (576      | ) |                | 430    |                           |  | 1,513                 |   |      




|(a) | Primarily intercompany financing.
|--- | ---------------------------------




|(b) | Operating earnings represent revenues and other income less production costs and depreciation, depletion and
amortization.
|--- | --------------------------------------------------------------------------------------------------------------------------




| | 8.Contingencies
| | ---------------




Environmental Contingencies





The Comprehensive Environmental Response, Compensation and Liability Act of 1980 imposes heavy liabilities
on any person who discharges hazardous substances. The Environmental Protection Agency publishes a National Priorities List (NPL) of known or threatened releases of such substances.





Homestakes former uranium millsite near Grants, New Mexico is listed on the NPL. Pursuant to the
Energy Policy Act of 1992, the United States Department of Energy (DOE) is responsible for 51.2% of past and future costs of reclaiming the Grants site in accordance with Nuclear Regulatory Commission license requirements. At March 31,
2001, Homestake had received $33.0 million from the DOE and had a receivable of $4.1 million for the DOEs share of reclamation expenditures made by Homestake through March 31, 2001. On April 25, 2001, the Company received $2.5 million from
DOE.





In 1983, the state of New Mexico filed claims against Homestake for natural resource damages resulting from
the Grant Site. To date, the state of New Mexico has taken no action to enforce its claims.





Other Contingencies





In addition to the above, the Company is party to legal actions and administrative proceedings and is
subject to claims arising in the ordinary course of business. The Company believes the disposition of these matters will not have a material adverse effect on its financial position or results of operations.





| | 9.Homestake Canada Inc. (HCI)
| | -------------------------------




In connection with the 1998 acquisition of the minority interests in Prime Resources Group Inc., HCI issued
11.1 million HCI exchangeable shares. Each HCI exchangeable share is exchangeable for one Homestake common share at any time at the option of the holder and has essentially the same voting, dividend (payable in Canadian dollars), and other rights as
one Homestake common share. A share of special voting stock, which was issued to the transfer agent in trust for the holders of the HCI exchangeable shares, provides the mechanism for holders of the HCI exchangeable shares to receive their voting
rights.





Homestake, through a wholly owned subsidiary, owns all the common shares outstanding of HCI. At March 31,
2001, HCI had 3.3 million HCI exchangeable shares outstanding, which were held by the public.





Following the 1999 business combination with Argentina Gold, Homestakes investment in Argentina Gold
was transferred to HCI in exchange for a Canadian dollar-denominated intercompany note payable by HCI to its parent company of approximately C$282.0 million (US$191.0 million). In accordance with United States generally accepted accounting
principles, the assets, liabilities and shareholders equity of Argentina Gold have been recorded in HCIs financial statements at their historical cost basis. The difference between the historical cost basis of Argentina Gold
shareholders equity and its fair value at the date of transfer has been recorded as a reduction to HCIs shareholders equity.





Summarized consolidated financial information for HCI is as follows:





|                                                |  | March 31,

2001 |   | December 31,

2000
|----------------------------------------------- |  | --------------- | - | ------------------
|
|Current assets                                  |  | $  45,478       |   |                   
|Noncurrent assets                               |  | 418,738         |   |                   
|                                                |  |                 |   |                   
|Total assets                                    |  | $ 464,216       |   |                   
|                                                |  |                 |   |                   
|                                               
|                                               
|                                               
|Current portion of notes payable to the Company |  | $ 129,387       |   |                   
|Other current liabilities                       |  | 22,525          |   |                   
|Long-term debt                                  |  | 142,439         |   |                   
|Notes payable to the Company                    |  | 190,872         |   |                   
|Other long-term liabilities                     |  | 14,668          |   |                   
|Deferred income taxes                           |  | 148,945         |   |                   
|Shareholders equity                            |  | (184,620        | ) |                   
|                                                |  |                 |   |                   
|Total liabilities and shareholders equity      |  | $ 464,216       |   |                   
|                                                |  |                 |   |                   
|                                               
|
|
|Total revenues and other income                 |  | $  46,953       |   |                   
|Costs and expenses                              |  | 58,761          |   |                   
|                                                |  |                 |   |                   
|Loss before taxes and minority interests        |  | $ (11,808       | ) |                   
|                                                |  |                 |   |                   
|Net loss                                        |  | $  (9,454       | ) |                   
|                                                |  |                 |   |                   







| | 10.Write-Downs and Other Unusual Charges
| | ----------------------------------------




On September 11, 2000, the Company announced a restructuring of the operations of the Homestake mine in
South Dakota. The mine is expected to complete operations by December 2001. In connection with the restructuring, the Company recorded a $23.0 million provision for employee termination benefits and other exit costs in the third quarter of 2000. The
workforce will be reduced from the then current level of 366 employees, to approximately 40 employees who will oversee the reclamation and other closure procedures by no later than December 2001. The classifications of the affected employees include
mining engineers, geologists, administrative employees and mine workers. The following table presents a roll-forward of the liability accrued in connection with the Homestake mine restructuring plan:





|                                         |  | (in thousands)
|---------------------------------------- |  | --------------
|Liability balance at December 31, 2000   |  | $23,043       
|Severance payments                       |  | (45           
|Pension curtailment and settlement gains |  | (1,715        
|                                         |  |               
|Liability balance at March 31, 2001      |  | $21,283       
|                                         |  |               




Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations





(Unless specifically stated otherwise, the following information relates to amounts included in the
condensed consolidated financial statements without reduction for minority interests. Homestake reports per ounce production costs in accordance with the Gold Institute Production Cost Standard.)





This discussion should be read in conjunction with the Managements Discussion and Analysis included in
Homestake Mining Companys (Homestake or the Company) 2000 Annual Report on Form 10-K, for the year ended December 31, 2000, which is incorporated by reference in the Companys Annual Report.





RESULTS OF OPERATIONS





Summary





Homestake recorded losses from continuing operations of $12.0 million ($0.05 per share) in the quarter ended
March 31, 2001, compared with the losses from continuing operations of $14.9 million ($0.05 per share) for the first quarter of 2000. The first quarter of 2001 and 2000 results include after-tax foreign currency losses of $14.5 million ($0.06 per
share) and $13.0 million ($0.05 per share), respectively, primarily due to the decreases in the values of the Australian and Canadian dollars in relation to the US dollar. The majority of the foreign currency losses in the 2001 first quarter relate
to intercompany advances established between the US parent and its Australian and Canadian subsidiaries to finance corporate acquisitions and capital development projects.





Excluding the effect of the foreign currency exchange losses, the Company recorded net income of $2.5
million ($0.01 per share) for the quarter ended March 31, 2001, compared to a net loss of $1.9 million ($0.01 per share) for the corresponding period in 2000. The improvement in the current years results primarily reflects lower production
costs, lower exploration spending, lower interest expense, lower income taxes and a gain of $2.4 million on the sale of mining information with respect to the Just-in-Case property partially offset by a $21-per-ounce decline in the realized gold
price from the prior years first quarter.





Gold Operations





Revenues from gold and ore sales totaled $165.5 million for both the first quarter of 2000 and 2001. Higher
sales volumes in 2001 were offset by lower realized gold prices as reflected in the following table:





|                                 |  | Three Months Ended

March 31,
|-------------------------------- |  | -----------------------------
|
|Ounces sold                      |  | 578,300                      
|Average realized price per ounce |  | $271                         




The following table details Homestakes gold production and total cash cost per ounce by
location:





|                       |  | Production

(ounces in thousands) |  | Total Cash Cost

(dollars per ounce)
|---------------------- |  | --------------------------------- |  | ------------------------------------
|
|
|Australia              |  |                                   |  |                                     
|Kalgoorlie (50)        |  | 98.2                              |  | 96.1                                
|Yilgarn:              
|Plutonic (100)         |  | 55.9                              |  | 58.5                                
|Darlot (100)           |  | 31.8                              |  | 30.4                                
|Lawlers (100)          |  | 24.9                              |  | 22.0                                
|                       |  |                                   |  |                                     
|Total Australia        |  | 210.8                             |  | 207.0                               
|                      
|Canada                 |  |                                   |  |                                     
|Eskay Creek (100)(a)   |  | 77.1                              |  | 84.5                                
|Hemlo (50)             |  | 73.7                              |  | 82.3                                
|                       |  |                                   |  |                                     
|Total Canada           |  | 150.8                             |  | 166.8                               
|                      
|United States          |  |                                   |  |                                     
|Round Mountain (50)(b) |  | 100.4                             |  | 36.0                                
|Ruby Hill (100)        |  | 30.2                              |  | 28.3                                
|McLaughlin (100)       |  | 29.0                              |  | 29.5                                
|Marigold (33)          |  | 6.4                               |  | 6.7                                 
|Homestake (100)        |  | 47.2                              |  | 47.7                                
|                       |  |                                   |  |                                     
|Total United States    |  | 213.2                             |  | 148.2                               
|                      
|Chile                  |  |                                   |  |                                     
|Agua de la Falda (51)  |  | 4.4                               |  | 6.1                                 
|                       |  |                                   |  |                                     
|Grand Total            |  | 579.2                             |  | 528.1                               
|                       |  |                                   |  |                                     




|(a) | Eskay Creeks costs per ounce were calculated on a by-product basis. Included as a credit against costs in the 2001
first quarter were revenues from the sale of 3.6 million (3.8 million in 2000) ounces of silver at an average price of $4.62 ($5.09 in 2000) per ounce. If Eskay Creek silver production had been accounted for as a co-product, whereby costs were
allocated separately to gold and silver based on their proportion of revenues, total consolidated cash costs would have been $182 and $192 per ounce, in the 2001 and 2000 first quarters, respectively. For comparison purposes, costs per ounce include
estimated third-party costs incurred by smelter owners and others to produce marketable gold and silver.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(b) | Homestake acquired an additional 25% interest in the Round Mountain mine effective July 1, 2000 increasing its ownership from
25% to 50%.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------




Australia





Australian production increased by 2% to 210,800 ounces during the first quarter of 2001 from 207,000 ounces
during the first quarter of 2000, due to increases in production at the Kalgoorlie, Darlot and Lawlers mines, partially offset by lower production at the Plutonic mine. The weighted average total cash cost at the Australian mines was $191 per ounce
during the first quarter of 2001 compared to $213 per ounce during the same period in 2000.





During the first quarter of 2001, production at Homestakes 50% owned Kalgoorlie mine increased
by 2% to 98,200 ounces at a total cash cost of $199 per ounce compared to 96,100 ounces at a total cash cost of $211 during the first quarter a year ago. The improved performance was achieved through increased mill throughput,
resulting in higher production, a reduction of production costs due to a weaker Australian dollar, and the benefit of operating efficiencies gained from the recent transition from contract to owner mining.





Homestakes 100%-owned Yilgarnoperations, consisting of the Plutonic, Darlot and Lawlers mines,
increased production by 2% to 112,600 ounces at a weighted average total cash cost of $185 per ounce during the first quarter of 2001 compared to 110,900 ounces at a weighted average total cash cost of $215 per ounce a year ago, reflecting higher
production at the Darlot and Lawlers mines partially offset by lower production at the Plutonic mine. Production at the Plutonic mine totaled 55,900 ounces at a total cash cost of $190 per ounce during the first quarter of 2001 compared to 58,500
ounces at a total cash cost of $214 per ounce during the same period in 2000. The decrease in ounces is largely attributable to a slightly higher in-process gold inventory at March 31, 2001 compared to March 31, 2000. Mill throughput, grade and
recovery were comparable in both periods. Cash costs decreased by $24 per ounce primarily due to the weaker Australian dollar. During the first quarter of 2001, the Darlot mine produced 31,800 ounces at a total cash cost of $155 per ounce compared
to 30,400 ounces at a total cash cost of $222 per ounce during the first quarter of 2000. The decrease in total cash cost is a result of reduced production costs resulting from the conversion from contract to owner mining and the favorable impact of
a weaker Australian dollar. The Lawlers mine produced 24,900 ounces at a total cash cost of $211 per ounce compared to 22,000 ounces at a total cash cost of $209 per ounce a year ago. The increased production resulted from the operations processing
21,100 more tons in the first quarter of 2001 primarily from the lower-grade ore stockpile.





Canada





Canadian gold production decreased 10% to 150,800 ounces during the first quarter of 2001 from 166,800
ounces in 2000. During the first quarter of 2001, the weighted average total cash cost per ounce from the Companys Canadian mines increased by 29% to $129 per ounce from $100 per ounce a year ago primarily due to lower silver by-product
credits at the Eskay Creek mine and increased unit mining costs as a result of lower ore grades at the Hemlo operations.





At the Eskay Creek mine, first quarter 2001 production totaled 77,100 ounces at a total cash cost of
$51 per ounce compared to 84,500 ounces at a total cash cost of $7 per ounce during the same period in 2000. The decrease in production was as a result of lower grades in the direct shipment ore. The increase in total cash costs reflected reduced
silver by-product credits due to lower silver production and a lower silver price compared to the first quarter of 2000. Higher fuel, transportation and mining costs have also contributed to the increased total cash costs. At the Hemlo
operations, Homestakes 50% share of the first quarter of 2001 production from the combined Williams and David Bell mines totaled 73,700 ounces at an average total cash cost of $211 per ounce compared to 82,300 ounces at an average total cash
cost of $195 per ounce for the same quarter of 2000. The reduction in gold production and the increase in total cash costs during the first quarter of 2001 is mainly due to greater quantities of lower grade material sourced from the open pit, and
production from the lower grade stopes. The effect of processing lower grade material was partially offset by higher mill throughput, which in the first quarter averaged 10,250 tons of ore per day.





United States





United States production increased by 44% to 213,200 ounces during the first quarter of 2001 compared to
148,200 ounces in the corresponding quarter of 2000, primarily due to higher attributable production associated with the increase in Homestakes ownership interest in the Round Mountain mine, and higher production at the Ruby Hill mine. The
weighted average United States total cash cost decreased by 19% to $183 per ounce during the first quarter of 2001 compared to $225 per ounce during the first quarter of 2000.





During the first quarter of 2001, Homestakes 50% share of production from the Round Mountain
mine amounted to 100,400 ounces compared to 36,000 ounces representing its 25% share of production in the first quarter of 2000. In July 2000, the Company increased its ownership in the Round Mountain mine through the purchase of Case Pomeroy &
Companys interest. Total cash costs decreased to $173 per ounce during the first
quarter of 2001 from $257 per ounce during the same period in 2000. Higher tonnage processed on the leach pads and through the mill contributed to the higher production. Lower cash costs were mainly due to the increase in production.
Homestakes wholly-owned Ruby Hillmine produced 30,200 ounces at a total cash cost of $108 per ounce during the first quarter of 2001 compared to 28,300 ounces at a total cash cost of $106 per ounce for the comparable period of 2000.
The increase in production was due to higher ore grades during the first quarter of 2001. The Ruby Hill mine will complete mining in December 2002. Production from the Homestake mine decreased slightly to 47,200 ounces during the first
quarter of 2001 from 47,700 ounces during the same period in 2000. Total cash cost during the first quarter of 2001 was $224 per ounce compared to $275 per ounce during the corresponding period of 2000. The reduction in cash costs is mainly due to
lower mining costs associated with the planned mine closure. The Homestake mine is gradually reducing its workforce and site costs in accordance with a planned mine-out schedule. During the first quarter of 2001, gold production from the processing
of the residual stockpiles at the McLaughlinmine totaled 29,000 ounces compared to 29,500 ounces during the first quarter in 2000. Total cash cost remained the same at $224 per ounce during the first quarter of 2001 compared to the first
quarter of 2000. The Companys share of production from the Marigoldmine was 6,400 ounces during the first quarter of 2001 at a total cash cost of $209 per ounce compared to 6,700 ounces at a total cash cost of $196 per ounce during the
same period in 2000.





South America





Homestakes share of production at its 51%-owned Agua de la Faldamine amounted to 4,400 ounces
at a total cash cost of $282 per ounce during the first quarter of 2001 compared to 6,100 ounces of gold at a total cash cost of $209 per ounce in the first quarter of 2000. The decline in production and corresponding increase in total cash costs
are primarily due to lower recovery rates.





Homestakes 60%-owned Veladero project in northwestern Argentina has completed its 2000-2001
field season. During the second quarter, Homestake will focus on continuing the metallurgical testing, incorporating and interpreting new drill results and updating the mine planning, process design, permitting, capital and operating cost estimates
and financial models. Capitalized costs during the first quarter of 2001 were $7.1 million, including capitalized interest of $484,000.





Other lossfor the first quarter of 2001 includes foreign exchange losses of $15.5 million, of which
$2.8 million related to foreign currency contracts and $12.7 million related to intercompany loans. In addition, other loss includes a gain of $2.4 million for the sale of mining information related to the Just-in-Case property in Western Australia.
Other loss in the corresponding period of 2000 includes foreign exchange losses of $14.0 million, of which $8.2 million related to foreign currency contracts and $5.8 million related to intercompany loans.





Depreciation, depletion and amortization expenseof $35.2 million during the first quarter of 2001
was comparable to $35.5 million in the same quarter of 2000. The effects of higher production and the increases in property, plant and equipment resulting from the conversion of certain Australian mines from contract to owner mining were offset by
reserve expansions.





Exploration expensefor thefirst quarter of 2001 decreased to $6.0 million compared to $10.0
million a year ago reflecting a reduction in the current years program and the capitalization of Veladero project development costs in 2001.





Income tax expense for the first quarter in 2001 was a benefit of $3.3 million compared to an expense
of $2.7 million for the same quarter in 2000. The $3.3 million tax benefit in the first quarter of 2001 reflects the geographic mix of pre-tax income and losses and recognition of certain Australian deferred tax assets following the closing of the
Just-in-Case transaction. The Companys consolidated effective income tax rate fluctuates depending on the geographic mix of pre-tax income and losses.





Minority interests:During the first quarter of 2001, minority interests share of losses in
consolidated subsidiaries increased to $625,000 compared to $155,000 in the first quarter of 2000, primarily due to increased losses at Agua de la Falda.





LIQUIDITY AND CAPITAL RESOURCES





Cash provided by continuing operations totaled $13.6 million in the first quarter of 2001 compared to $37.6
million in the first quarter of 2000. Working capital at March 31, 2001, amounted to $185.1 million, including cash and equivalents and short-term investments of $193.5 million.





Capital expenditures of $24.7 million during the first quarter of 2001 compares to capital expenditures of
$16.4 million during the first quarter of 2000. Capital expenditures in 2001 include $7.1 million of capitalized development costs at the Veladero project, $8.6 million at Round Mountain, primarily for new haul trucks, and $5.6 million at the
Yilgarn operations, primarily for capitalized mine development costs and mining equipment resulting from conversion to owner mining. The balance of the 2001 capital expenditures primarily relate to sustaining capital at the Companys other
operating mines. Capital expenditures in 2000 of $16.4 million include $6.4 million for underground development work at the Yilgarn operations, $5.9 million for owner mining equipment at Kalgoorlie and $1.5 million for various infrastructure and
other capital improvements at the Homestake mine. The balance of the 2000 capital expenditures relate to sustaining capital at the Companys operating mines.





Debt repayments during the first quarter of 2001 were $624,000 compared to $977,000 in the prior years
first quarter. Debt repayments in 2001 reflect capitalized lease principal reductions. During the first quarter of 2000, the Company repurchased $475,000 of the 5.5% convertible subordinated notes (Convertible Notes) and made $502,000 of
principal payments under capitalized leases. In addition, the Company also received $4.8 million of capital lease proceeds related to additional owner-mining equipment at Kalgoorlie.





The Company has a cross-border credit facility (Credit Facility) providing a total availability
of $430.0 million. The facility is available through July 14, 2003 and provides for borrowings in United States, Canadian and Australian dollars, or gold, or a combination of these. At March 31, 2001, Canadian dollar borrowings under the Credit
Facility of $142.4 million (C$224.7 million) were outstanding. During the first quarter of 2001, the Company made no repayments under the Credit Facility. The Company pays a commitment fee on the unused portion of this facility ranging from 0.15% to
0.35% per annum, depending upon rating agencies ratings for the Companys senior debt. The credit agreement includes a minimum consolidated net worth test. Interest on the Canadian dollar borrowings is payable quarterly and is based on
the Bankers Acceptance discount rate plus a stamping fee. At March 31, 2001, this rate was 6.46%.





Foreign currency, gold and other commitments





Homestakes precious metals hedging policy provides for the use of forward sales contracts to hedge up
to 30% of each of the following ten years expected annual gold production, and up to 30% of each of the following five years expected annual silver production, at prices in excess of certain targeted prices. The policy also provides for
the use of combinations of put and call option contracts to establish minimum floor prices. Homestake does not hold or issue financial instruments or derivative financial instruments for trading purposes or to create hedge positions in excess of
forecast identifiable exposures.





During the first quarter of 2001 and 2000, the Company delivered 87,000 and 91,300 ounces of gold under
hedge contracts at average prices of $276 and $323 per ounce, respectively, and during the first quarter of 2000, delivered 655,000 ounces of silver at an average price of $6.30 per ounce under maturing forward sales and option contracts. The
foregoing hedging activities increased revenues in the three months ended March 31, 2001 and 2000 by approximately $346,000 and $4.0 million, respectively, versus the then prevailing spot prices. During the first quarter of 2001, after scheduled
deliveries, Homestake added approximately 500,000 ounces of Australian dollar denominated gold forward sales contracts. The estimated fair value of the Companys remaining gold hedging position at March 31, 2001 is approximately $42.4 million.
The Companys gold hedging program at March 31, 2001, covers approximately 10% of its proven and probable reserves and contains no exposure to floating lease rates or margin call requirements.





Under the Companys foreign currency protection program, the Company has entered into foreign
currency option contracts to minimize the effects of a strengthening of the Canadian or Australian currencies in relation to the United States dollar. In July 2000, the Company discontinued its foreign currency protection program. Contracts
outstanding at March 31, 2001, are expected to remain in place until maturity. Realized and unrealized gains and losses on this program are recorded in other income. At March 31, 2001, the Company had a net unrealized loss of $4.5 million on open
contracts under this program.





PART IIOTHER INFORMATION





Item 1.    Legal Proceedings





In October 1997, HCI and Prime Resources Group Inc. (Prime) entered into an agreement with Inmet
Mining Corporation (Inmet) to purchase the Troilus mine in Quebec for $110.0 million plus working capital. In December 1997, HCI and Prime terminated the agreement after determining that, on the basis of due diligence studies, conditions
to closing the arrangement would not be satisfied. On February 23, 1998, Inmet filed suit against Prime and HCI in the British Columbia Supreme Court, disputing the termination of the agreement, and alleging that Prime and HCI had breached the
agreement. Inmet seeks specific performance or, in the alternative, equitable damages. Homestake believes that the agreement with Inmet was terminated properly and that the action by Inmet is without merit. Trial of this action commenced in February
2001 and is ongoing. Homestake is vigorously defending this action.





Homestake and its subsidiaries are defendants in various legal actions in the ordinary course of business.
In the opinion of management, such matters will be resolved without a material adverse effect on the Homestakes financial condition, results of operations or cash flow.





Item 4.    Submission of Matters to a Vote of Security Holders





At the Annual Meeting of Stockholders held on April 27, 2001, stockholders voted on and approved: (i) the
election of three Class II directors for terms expiring in 2004, and (ii) the appointment of PricewaterhouseCoopers LLP as independent accountants for 2001. Stockholder votes were as follows:





| | (i) | Election of three Class II Directors:
| | --- | -------------------------------------




|Directors           |  | Votes For   |  | Votes Withheld
|------------------- |  | ----------- |  | --------------
|Thomas J. ONeil    |  | 205,858,424 |  | 1,323,127     
|Walter T. Segsworth |  | 205,887,768 |  | 1,293,783     
|Jack E. Thompson    |  | 205,927,727 |  | 1,253,824     




| | In addition to the aforementioned directors, the following directors
continued in office: Gerhard Ammann, Robert H. Clark, Jr., Peter J. Neff, Carol A. Rae, and Jeffrey L. Zelms.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | On April 27, 2001, Norman Anderson and John Neerhout, Jr. retired as
directors and were not replaced. The Board of Directors amended the Company by-laws to adjust the total number of directors to eight.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (ii) | Appointment of PricewaterhouseCoopers LLP as independent accountants for 2001:
| | ---- | ------------------------------------------------------------------------------




|Votes For   |  | Votes Against |  | Abstain |  | No Vote
|----------- |  | ------------- |  | ------- |  | -------
|205,500,099 |  | 713,808       |  | 967,644 |  | Nil    




Item 5.    Other Information





None





| | (a) | CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
| | --- | -------------------------------------------------------------------------------




Certain statements contained in this Form 10-Q that are not statements of historical facts are forward
looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on beliefs of management, as well as assumptions made by and information currently available to management. Forward
looking statements include those preceded by the words believe, estimate, expect, intend, will, and similar expressions, and include estimates of reserves, future production, costs per
ounce, dates of construction completion, costs of capital projects and commencement of operations. Forward looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected
results. Some important factors and assumptions that could cause actual results to differ materially from expected results are discussed below. Those listed are not exclusive.





Estimates of reserves and future production for particular properties and for the Company as a whole are
derived from annual mine plans that have been developed based on mining experience, assumptions regarding ground conditions and physical characteristics of ore (such as hardness and metallurgical characteristics), expected rates and costs of
production, and estimated future sales prices. Actual production may vary for a variety of reasons, such as the factors described above, ore mined varying from estimates of grade and metallurgical and other characteristics, mining dilution, actions
by labor, and government imposed restrictions. Estimates of production from properties and facilities not yet in production are based on similar factors but there is a greater likelihood that actual results will vary from estimates due to a lack of
actual experience. Cash cost estimates are based on such things as past experience, reserve and production estimates, anticipated mining conditions, estimated costs of materials, supplies and utilities, and estimated exchange rates. Noncash cost
estimates, based on total capital costs and reserve estimates, change based on actual amounts of unamortized capital, changes in reserve estimates, and changes in estimates of final reclamation. Estimates of future capital costs are based on a
variety of factors and include past operating experience, estimated levels of future production, estimates by and contract terms with third-party suppliers, expectations as to government and legal requirements, feasibility reports by Company
personnel and outside consultants, and other factors. Capital cost estimates for new projects are subject to greater uncertainties than additional capital costs for existing operations. Estimated time for completion of capital projects is based on
such factors as the Companys experience in completing capital projects, and estimates provided by and contract terms with contractors, engineers, suppliers and others involved in design and construction of projects. Estimates reflect
assumptions about factors beyond the Companys control, such as the time government agencies take in processing applications, issuing permits and otherwise completing processes required under applicable laws and regulations. Actual time to
completion can vary significantly from estimates.





See the Companys Form 10-K Report for the year ended December 31, 2000, RISK
FACTORS and CAUTIONARY STATEMENTS included under Part IItem 1, for a more detailed discussion of factors that may impact on expected future results.





Item 6.    Exhibits and Reports on Form 8-K





| | (a) | Exhibits
| | --- | --------




| | A.1    Amended Bylaws of the Corporation, effective as of
April 27, 2001.
| | -------------------------------------------------------------------------




SIGNATURES





Pursuant to the requirements 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.





| | HOMESTAKE MINING COMPANY
| | ------------------------




|Date: May 14, 2001 |  | By  /S
/  DAVID
W. PEAT                                                                           
|------------------ |  | --------------------------------------------------------------------------------------------------
|                   |  | David W. Peat

Vice President, Finance and

Chief Financial Officer

(Principal Financial Officer)
|                  
|Date: May 14, 2001 |  | By  /S
/  ALEX
G. MORRISON                                                                        
|                   |  | Alex G. Morrison

Vice President and Controller

(Principal Accounting Officer)