<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
For the quarterly period ended March 31, 1997

                                       OR
[ ]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: 0-16484

                            Getchell Gold Corporation
             (Exact name of Registrant as specified in its charter)

                 Delaware                         64-0748908
      (State or other jurisdiction of          (I.R.S. Employer
       incorporation or organization)           Identification No.)

                            5460 South Quebec Street
                                    Suite 240
                            Englewood, Colorado 80111
               (Address of principal executive offices) (Zip code)

                                 (303) 771-9000
               (Registrant's telephone number including area code)

                                 Not applicable
     (Former name, former address, and former fiscal year, if changed since last
report)

     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 ____

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes ____ No ____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

Title                                              Outstanding
Common Stock, par value $0.0001                    26,771,871 on April 28, 1997


                                        1

<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS



                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                          March 31,
                                                    --------------------
                                                      1997         1996
                                                    -------      -------
<S>                                                 <C>          <C>    
Net sales                                           $14,862      $14,655
Cost of sales                                        19,811       16,578
                                                    -------      -------
     Gross loss                                       4,949        1,923
General and administrative expenses                   3,120        1,218
Exploration expenses                                    572          852
                                                    -------      -------
     Loss from operations                             8,641        3,993
Interest expense, net of capitalized interest          (221)        (233)
Interest and other income                               883        1,623
                                                    -------      -------
      Loss before income taxes                        7,979        2,603
Income tax benefit                                        -         (870)
                                                    -------      -------
     Net loss                                       $ 7,979      $ 1,733
                                                    =======      =======

Loss per common share                               $  0.31      $  0.07
                                                    =======      =======

Weighted average number of shares outstanding        25,935       25,679
                                                    =======      =======
</TABLE>

     The accompanying notes are an integral part of these statements.


                                        2

<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                      March            December
                                                    31, 1997           31, 1996
                                                    --------           ---------
                                     ASSETS
<S>                                                 <C>                <C>
Current assets:
    Cash and cash equivalents                       $ 96,461           $ 64,130
    Accounts receivable:
         Trade                                         3,019              2,478
         Employee                                        177                171
         Other                                            24                315
                                                    --------           --------
              Total accounts receivable                3,220              2,964
                                                    --------           --------
    Inventories:
         Ore and ore in process                        2,564              1,816
         Materials and supplies                        7,932              8,676
                                                    --------           --------
              Total inventories                       10,496             10,492
                                                    --------           --------
    Deferred hedging gains, net                            -                362
    Prepaid expenses                                     698              1,098
                                                    --------           --------
              Total current assets                   110,875             79,046

Property, plant and equipment, net                   137,997            129,762
                                                    --------           --------
              Total assets                          $248,872           $208,808
                                                    ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                $  5,516           $  8,378
    Accrued expenses                                   2,199              1,740
    Deferred revenues                                    161                  -
    Current portion of capital lease obligations       1,847              1,753
    Stock Appreciation Rights liability                2,463                  -
                                                    --------           --------
              Total current liabilities               12,186             11,871

Long-term debt, principally ChemFirst Inc.            25,324             25,336
Capital lease obligations, less current installments   8,534              9,092
Deferred income taxes                                  7,741              7,741
Reclamation liabilities                                2,747              2,694
Other liabilities                                      1,406                852
                                                    --------           --------
              Total liabilities                       57,938             57,586
                                                    --------           --------
Stockholders' equity :
   Preferred stock, par value $0.0001;
       10,000,000 shares authorized; none issued           -                  -
   Common stock, par value $0.0001;
       50,000,000 shares authorized; issued and
       outstanding 26,771,871 at March 31, 1997
       and 25,765,871 at December 31, 1996                 3                  3
   Contributed and paid-in capital                   220,571            172,879
   Accumulated deficit                               (29,640)           (21,660)
                                                    --------           --------
              Total stockholders' equity             190,934            151,222
                                                    --------           --------
              Total liabilities and
                stockholders' equity                $248,872           $208,808
                                                    ========           ========
</TABLE>
        The accompanying notes are an integral part of these statements.

                                        3

<PAGE>

                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                 March 31,
                                                           --------------------
                                                             1997        1996
                                                           -------     --------
<S>                                                        <C>         <C>
Cash flows from operating activities:
     Net loss                                              $(7,979)    $ (1,733)
     Adjustments to reconcile net loss to net cash
          provided by (used in) operating activities:
          Depreciation, depletion and amortization           2,356        1,720
          Deferred income taxes                                  -         (870)
          Deferred hedging gain, net                           362          478
          Deferred revenues                                    161            -
          Other                                                  -            7
          Net change in operating assets and liabilities:
               Accounts receivable                            (256)         572
               Inventories                                      (4)        (712)
               Prepaid expenses                                400          168
               Accounts payable                             (2,650)      (1,385)
               Accrued expenses                                459         (446)
               Stock Appreciation Rights liability           2,463            -
               Other liabilities                               607           52
                                                          --------     --------
                    Cash used in operating activities       (4,081)      (2,149)
                                                          --------     --------

Cash flows from investing activities-                     --------     --------
     Additions to property, plant and mine development     (10,803)      (8,812)
                                                          --------     --------

Cash flows from financing activities:
     Proceeds from issuance of common stock                 47,679          320
     Proceeds from long-term debt                                -           31
     Principal payments under capital lease obligation        (464)        (139)
                                                          --------     --------
                    Cash provided by financing activities   47,215          212
                                                          --------     --------
Net increase (decrease) in cash and cash equivalents        32,331      (10,749)
Cash and cash equivalents at beginning of period            64,130      114,633
                                                          --------     --------
Cash and cash equivalents at end of period                $ 96,461     $103,884
                                                          ========     ========
</TABLE>
        The accompanying notes are an integral part of these statements.

                                       4

<PAGE>

                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  GENERAL

     The  financial  statements  included  herein  are  unaudited  and have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and Securities and Exchange Commission regulations.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted pursuant to such rules and regulations.

     In  the  opinion  of  management,  the  financial  statements  reflect  all
adjustments  of a normal and  recurring  nature  which are  necessary to present
fairly the  financial  position,  results of  operations  and cash flows for the
interim periods.  These financial  statements should be read in conjunction with
the Annual Report of Getchell Gold  Corporation (the "Company") on Form 10-K for
the year ended December 31, 1996.

     Certain  prior year  amounts  have been  reclassified  to conform  with the
current year presentation.


(2)  $50 MILLION PUBLIC EQUITY OFFERING

     On March 17, 1997,  the Company  completed an equity  offering of 1,000,000
common  shares which  resulted in net  proceeds to the Company of $47.7  million
after offering costs and expenses of $2.3 million.  Net proceeds of the offering
will be used for the  continued  development  of the Turquoise  Ridge mine,  for
exploration on the Getchell property and for general corporate purposes.


(3)  HEDGING ACTIVITIES AND COMMITMENTS

     Precious  metals  contracts  consist  of  spot  deferred  and  call  option
contracts.  The Company uses these contracts to protect  earnings and cash flows
from the impact of short-term drops in gold price.  Risk of loss arises from the
possible  inability of the  counterparty  to fulfill its  obligations  under the
contracts and from changes in the Company's  potential  ability to deliver gold,
although nonperformance by any party to the contract is not anticipated.

     At March 31, 1997, the Company's  outstanding spot deferred  contracts were
for 110,000  ounces at an average price of $392 per ounce.  Of these  contracts,
50,000 ounces were for delivery in 1997 at a weighted  average price of $399 and
60,000 ounces were for delivery in

                                       5

<PAGE>
1998 at a weighted  average price of $385.  Based on the market price of gold at
March 31, 1997,  the unrealized  gains on the spot deferred  contracts were $1.9
million.

     Deferred  revenue  includes  premiums  received for call options sold.  The
deferred amounts are recognized in income when the option expires or the related
transaction  occurs.  At March 31, 1997, the Company's  outstanding  call option
contracts were for 75,000 ounces of gold at a weighted average price of $375 per
ounce and  100,000  ounces of silver at a  weighted  average  price of $5.50 per
ounce. All call option contracts expire prior to November 1997.


(4)  PROPERTY, PLANT AND EQUIPMENT (In thousands)

                                                             At           At
                                                           March       December
                                                          31, 1997     31, 1996
                                                          --------     --------
Land and land improvements                                $  9,524     $  9,524
Buildings and equipment                                    117,174      115,550
Mine development                                            42,429       38,757
Construction-in-progress                                    54,211       48,916
                                                          --------     --------
    Total property, plant and equipment                    223,338      212,747
Accumulated depreciation, depletion and amortization       (85,341)     (82,985)
                                                          --------     --------
         Net property, plant and equipment                $137,997     $129,762
                                                          ========     ========

     Depreciation  and  depletion  expense was $2.4 million and $1.7 million for
the three months ended March 31, 1997 and 1996, respectively.

     Capitalized interest was $0.4 million and $0.2 million for the three months
ended March 31, 1997 and 1996, respectively.


(5)  EMPLOYEE BENEFITS

     On February 14, 1997, the Compensation, Human Resource and Director Affairs
Committee of the Board of Directors of the Company  granted  stock  appreciation
rights  ("SARS") under the Company's  1996 Long Term Equity  Incentive Plan with
respect to 75,983 shares at a weighted  average  option price of $8.32 per share
to certain executives and other

                                        6

<PAGE>
employees of the Company.  Compensation with respect to SARS 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.  Based on the $40.625
market  price of the  Company's  Common  Stock at March 31,  1997,  the  Company
recognized  compensation  expense of $2.5  million,  or $0.10 per share,  in the
first quarter 1997. Of the $2.5 million, $1.6 million was charged to general and
administrative costs, $0.6 million was charged to cost of sales and $0.3 million
was charged to exploration.  The Company's future quarterly results will reflect
only  compensation  expense  or income  with  respect to these SARS based on the
change in the market  price of the Common  Stock as compared to the market price
at the end of the preceding quarter.


(6)  SUPPLEMENTAL CASH FLOW INFORMATION

     Net cash  provided by  operating  activities  includes the  following  cash
payments (in thousands):

                                                       Three Months Ended
                                                            March 31,
                                                   ---------------------------
                                                      1997            1996
                                                   -----------     -----------
Interest, net of amounts capitalized               $     (163)     $      (74)
Income taxes paid                                  $         -     $         -


(7)  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.

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 the  Company's  former
Parent Company,  ChemFirst Inc.  ("ChemFirst") and, thus the Company (see Note 7
to Item 8 -  "Financial  Statements  and  Supplementary  Data"  as  found in the
Company's  Annual  Report  on Form 10-K for the year  ended  December  31,  1996
regarding the Amended Tax Sharing Agreement between ChemFirst

                                        7

<PAGE>
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 $4.5 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 pay a termination  fee if the contract
were to be 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 $0.1 million and $0.4 million in the
three months ended March 31, 1997 and 1996, 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.



                                        8

<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Introduction
     The  information  set forth in this  discussion and analysis  includes both
historical  information and  "forward-looking  statements" within the meaning of
Section 21E of the Securities  Exchange Act of 1934, as amended,  and is subject
to the safe  harbor  created by that  section.  To the extent  that this  report
contains forward-looking statements regarding the financial condition, operating
results,  business  prospects  or  any  other  operations  of the  Company,  the
Company's actual financial  condition,  operating results and business prospects
may  differ  materially  from that  projected  or  estimated  by the  Company in
forward-looking  statements.  Factors that realistically  could cause results to
differ materially from those projected in the forward-looking statements are set
forth in "Risk Factors" below.


Results of Operations
     Results for the quarter ended March 31, 1997 were a loss of $8.0 million or
$0.31 per share versus a loss of $1.7 million or $0.07 per share for the quarter
ended March 31, 1996. The 1997 results  reflected  higher costs of sales related
to an increased  scope of operations,  a new benefit plan expense and production
problems at the Getchell  Underground  mine,  including a fatality and flooding.
Also,  higher  corporate  general  and  administrative  costs  along  with lower
interest  income  and tax  benefit  compounded  this  higher  loss  for the 1997
quarter. The following table highlights sales and production information for the
quarters ended March 31, 1997 and 1996:
                                                     Three Months Ended
                                                          March 31,
                                              ---------------------------------
                                                   1997                1996
                                              -------------      --------------
Ounces sold                                       37,729              37,217
Average realized price per ounce                   $394                $394
Average market price per ounce                     $349                $403
Cash cost per ounce                                $462                $398
Total cost per ounce                               $525                $445
Ore milled                                       270,245             268,225
Underground ore milled                           104,162              88,611

     Sales revenues for the 1997 first quarter were  essentially  unchanged from
the 1996 first quarter.  During the first quarter of 1997 gold sales were 37,729
ounces  compared  to  37,217  ounces in the first  quarter  of 1996,  both at an
average  realized  price of $394 per ounce.  The Company hedged a portion of its
production which resulted in a higher realized price than the
                                     
                                       9

<PAGE>
average  market  price of $349 per ounce in the 1997  first  quarter  and a
lower realized price than the average market price of $403 per ounce in the 1996
first quarter.  Initial revenue from the Turquoise Ridge mine  development  ore,
expected no earlier than the fourth quarter of 1997,  will be offset against the
capital costs of the Turquoise  Ridge project until the Turquoise  Ridge mine is
declared to be in commercial  production,  which is expected no earlier than the
second half of 1998.

     On February 14, 1997, the Compensation, Human Resource and Director Affairs
Committee of the Board of Directors of the Company  granted  stock  appreciation
rights  ("SARS") under the Company's  1996 Long Term Equity  Incentive Plan with
respect to 75,983 shares at a weighted  average  option price of $8.32 per share
to certain  executives  and other  employees of the Company.  Compensation  with
respect to SARS 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. Based on the $40.625 market price of the Company's Common Stock at
March 31, 1997, the Company recognized  compensation expense of $2.5 million, or
$0.10 per share,  in the first quarter  1997. Of the $2.5 million,  $1.6 million
was charged to general and  administrative  costs,  $0.6  million was charged to
minesite  administrative  costs  included in cost of sales and $0.3  million was
charged to exploration. The Company's future quarterly results will reflect only
compensation expense or income with respect to these SARS based on the change in
the market  price of the Common Stock as compared to the market price at the end
of the preceding quarter.

     Cost of sales was $19.8  million in the 1997 first  quarter,  up from $16.6
million in the 1996 first  quarter and cash costs per ounce  produced  were $462
and $398 for the 1997 and 1996 first  quarters,  respectively.  The increases in
the cost of sales and the cash  costs per ounce in the 1997 first  quarter  over
the 1996 first quarter were  fundamentally  due to the increased scope of mining
activities at the Getchell  Property  although there was no related  increase in
gold  production.  Production  was hampered in the first  quarter of 1997 due to
rain induced  flooding around the Getchell  Underground  minesite in January and
productivity  was reduced in January  and  February  due to a  fatality.  Higher
mining, milling and minesite administrative costs contributed to the higher cash
cost of sales in the first  quarter of 1997 as  compared  to the same  quarter a
year ago.  Increases  of $0.8  million  in mining  costs  related  primarily  to
increases in productive capacity while $0.9 million in higher milling costs were
primarily due to higher reagent costs.  Higher minesite  administrative  cost of
$1.3 million were primarily due to the costs associated with the SARS as well as
higher  payroll  costs  due to an  increase  in  the  number  of  administrative
employees required to support the expansion of the Getchell Underground mine and
construction of the Turquoise Ridge mine.  Higher  depreciation  expense of $0.5
million  in the first  quarter  of 1997  compared  to the first  quarter of 1996
reflected the addition of assets throughout 1996.

     General and administrative  costs were $3.1 million in the first quarter of
1997 versus $1.2 million in the first quarter of 1996.  The increase in the 1997
first  quarter  expense  over  the  expense  in the  first  quarter  of 1996 was
primarily  due  to  the  SARS  expense  for  certain  corporate  executives  and
employees.


                                       10

<PAGE>
     Exploration  expenses  totaled $0.6  million in the first  quarter of 1997,
down from $0.9  million  in the first  quarter  of 1996.  The lower  exploration
expenses  in the 1997  period  reflect the  Company's  exploration  focus on the
Turquoise Ridge project for which drilling expenditures are capitalized.

     Net interest expense was $0.2 million in the both the first quarter of 1997
and 1996. With higher capitalized  expenditures  relating to the Turquoise Ridge
project during the 1997 first quarter,  capitalized interest was $0.4 million in
the first quarter of 1997 compared to $0.2 million in the first quarter of 1996.

     Interest and other income of $0.9 million in the first  quarter of 1997 was
lower than the $1.6  million in the first  quarter of 1996 due to lower cash and
cash equivalent balances throughout the first quarter of 1997.

     A $0.9 million tax benefit was  recognized  on the pretax loss in the first
quarter  of 1996  with no  additional  benefits  taken  subsequent  to the first
quarter 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.


Liquidity and Capital Resources
     During the first quarter of 1997, the Company consumed $4.1 million of cash
in  operations  and  $10.8  million  in  capital  expenditures.   These  capital
expenditures included $5.9 million on the Turquoise Ridge mine development, $3.2
million on the Getchell Underground mine, $0.7 million on the mill, $0.7 million
on development  drilling and $0.3 million on other items. On the Turquoise Ridge
mine construction,  sinking of the ventilation shaft had progressed at March 31,
1997 to a depth of  1,116  feet.  The  production  hoist  and  head  frame  were
completed  during the fourth quarter of 1996 at the production  shaft, and shaft
sinking had reached a depth of 395 feet by March 31, 1997. All surface  hoisting
and support facilities are completed.  Total expenditures on the Turquoise Ridge
mine construction through March 31, 1997 are $39 million,  with an estimated $50
million more to be spent to complete,  although  there can be no assurance  that
actual expenditures will not differ materially from this amount.

     In March 1997, the Company completed an equity offering of 1,000,000 shares
of Common Stock which  resulted in net proceeds to the Company of $47.7 million.
As of March 31, 1997, cash and cash equivalents were $96.5 million.

     Approximately  $70 million is  expected to be spent on capital  projects in
1997,  including the Turquoise  Ridge mine as  discussed,  modifications  to the
mill,  the Getchell  Underground  mine  development,  equipment and  development
drilling,  although there can be no assurance that actual  expenditures will not
differ materially from this amount. The Company plans on financing these capital
development  projects  and its  operations  from  the  existing  cash  and  cash
equivalents.  Any  shortfalls  in funds  required  to meet  these  needs  may be
supplemented  by  additional  funds  raised  through  borrowings  or  securities
offerings. The recoverability of the

                                     11

<PAGE>
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 Company's  promissory note with ChemFirst was
$25.3 million at March 31, 1997. 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 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 March 31,  1997.  Since the
inception of the promissory  note,  interest has been capitalized to the note at
the end of each interest period.


Risk Factors
     Readers should carefully consider the risk factors set forth below, as well
as all  information  included  in this  document  and the  Annual  Report of the
Company  on Form 10-K for the year ended  December  31,  1996 and the  documents
incorporated by reference therein.

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.


                                       12

<PAGE>
     The volatility of gold prices is illustrated in the following  table of the
annual high, low and average London P.M. Fix:

                                                      Price Per Ounce
                                           ------------------------------------
  Calendar Year                               High         Low        Average
----------------------------------------   ---------    --------  -------------
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 April 28).................   $     367    $    338    $     350

     The London P.M. Fix on April 28, 1997, was $340 per ounce.

Continuing Losses
     The Company  reported a net loss of $8.0 million for the three months ended
March 31, 1997, $14.0 million for the year ended December 31, 1996, $5.0 million
for the six months ended December 31, 1995 and $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. There can be
no assurance that such higher grade ores will be obtained by the Company.

Funds Needed for Development of Turquoise Ridge
     If there are any  shortfalls  in funds  required  to meet the needs for the
development of Turquoise  Ridge,  they 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,

                                       13

<PAGE>
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,  estimates of
reserves,  metallurgic recoveries,  capital and operating costs of such projects
and future gold prices.  Development projects are also subject to the successful
completion of feasibility studies,  issuance of necessary permits and receipt of
adequate financing.

     Development projects have no operating history upon which to base estimates
of  future  cash  operating  costs  and  capital  requirements.  In  particular,
estimates of reserves,  metal recoveries and cash operating costs 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 are 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."


                                       14

<PAGE>
Reserves.  There can be no  assurance  that the  probable  reserves set forth in
reserve reports by MRDI and MDA for Turquoise Ridge and Shaft Zone 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 the
assumed dilution 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 Costs. As part of the project risk assessment,  sensitivities were run on
various mining costs.  Due to uncertainties  about actual ground  conditions and
productivities,  these costs are only  predictable  within a broad range and the
predictions may not be valid. Therefore, actual mining costs may have a material
adverse  effect on the  viability  of the  Turquoise  Ridge  project  and on the
Company.

Hydrology. Drainage of the ore body and surrounding rock will be critical to the
achievement of the mining efficiencies and costs estimated for the study. If the
deposit is not drained and water remains in this clay-rich  environment,  mining
conditions could worsen, and 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.


                                       15

<PAGE>
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  prices.   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 4.5% per annum for  one-month  to  twelve-month
periods at March 31, 1997.

     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.


                                       16

<PAGE>
     At March 31, 1997,  the  Company's  outstanding  hedge  contracts  were for
110,000 ounces at an average price of $392 per ounce. Of these contracts, 50,000
ounces are for  delivery in 1997 at an average  price of $399 and 60,000  ounces
are for  delivery in 1998 at an average  price of $385.  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"  as  found in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.

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 a further  MSHA
investigation,  which is scheduled for May 1997. The ultimate outcome of the May
1997 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.

                                       17

<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

                                       18

<PAGE>
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 March 31,  1997,  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 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,  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

                                       19

<PAGE>
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.

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.


                                       20

<PAGE>
         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 March 31, 1997, 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.  See "Potential Legislation" under
"Government Regulations" above.




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<PAGE>
PART II.  OTHER INFORMATION
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

1.  27.  -  Financial Data Schedule.


         No reports on Form 8-K were filed by the registrant  during the quarter
ended March 31, 1997.

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<PAGE>

                                   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.

                            Getchell Gold Corporation

 April 28, 1997  By:  /s/  G. W. Thompson
 --------------       -------------------
    Date         G. W. Thompson, President, Chief Executive Officer and Director
                         


 April 28, 1997  By:  /s/  Donald S. Robson
 --------------       ---------------------
    Date         Donald S. Robson, Vice President and Chief Financial Officer
                 (Principal Financial Officer)


                                       23