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 September 30, 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              26,783,991 on October 31, 1997

                                     Page 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  Nine Months Ended
                                                  September 30,      September 30,
                                                ----------------   ----------------
                                                  1997    1996       1997    1996
                                                -------  -------   -------  -------
<S>                                             <C>      <C>        <C>     <C>

Net sales                                       $17,587  $17,020   $51,124  $48,868
Cost of sales                                    21,661   20,592    63,198   55,606
                                                -------  -------   -------  -------
     Gross loss                                   4,074    3,572    12,074    6,738
General and administrative expenses               1,292      870     5,055    3,310
Exploration expenses                                397      606     1,393    2,189
                                                -------  -------   -------  -------
     Loss from operations                         5,763    5,048    18,522   12,237
Interest expense, net of capitalized interest      (204)    (436)     (646)    (970)
Interest and other income                         1,065    1,266     3,203    4,365
                                                -------  -------   -------  -------
      Loss before income taxes                    4,902    4,218    15,965    8,842
Income tax benefit                                  -        -         -        870
                                                -------  -------   -------  -------
     Net loss                                   $ 4,902  $ 4,218   $15,965  $ 7,972
                                                =======  =======   =======  =======

Loss per common share                           $  0.18  $  0.16   $  0.60  $  0.31
                                                =======  =======   =======  =======

Weighted average number of shares outstanding    26,779   25,743    26,499   25,718
                                                =======  =======   =======  =======
</TABLE>
        The accompanying notes are an integral part of these statements.


                                     Page 2

<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                        (In thousands, except per share)
<TABLE>
<CAPTION>
                                                                                     September 30, December 31,
                                                                                         1997        1996
                                                                                       --------    --------
                                       ASSETS
<S>                                                                                    <C>         <C>
Current assets:
     Cash and cash equivalents                                                         $ 62,862    $ 64,130
     Accounts receivable:
          Trade                                                                           2,944       2,478
          Employee                                                                          196         171
          Other                                                                             200         315
                                                                                       --------    --------
               Total accounts receivable                                                  3,340       2,964
                                                                                       --------    --------
     Inventories:
          Ore and ore in process                                                          2,599       1,816
          Materials and supplies                                                          9,806       8,676
                                                                                       --------    --------
               Total inventories                                                         12,405      10,492
                                                                                       --------    --------
     Deferred hedging gains, net                                                            -           362
     Prepaid expenses                                                                       792       1,098
                                                                                       --------    --------
               Total current assets                                                      79,399      79,046
Property, plant and equipment, net                                                      166,685     129,762
Other                                                                                       201         -
                                                                                       --------    --------
               Total assets                                                            $246,285    $208,808
                                                                                       ========    ========
                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                                  $ 11,076    $  8,378
     Accrued expenses                                                                     2,019       1,740
     Current portion of capital lease obligations                                         2,130       1,753
     Stock Appreciation Rights liability                                                  2,492         -
     Other                                                                                  237         -
                                                                                       --------    --------
               Total current liabilities                                                 17,954      11,871
Long-term debt                                                                           26,187      25,336
Capital lease obligations, less current installments                                      7,305       9,092
Deferred income taxes                                                                     7,741       7,741
Reclamation liabilities                                                                   2,701       2,694
Other liabilities                                                                         1,200         852
                                                                                       --------    --------
               Total liabilities                                                         63,088      57,586
                                                                                       --------    --------
Stockholders' equity:
    Preferred stock, par value $0.0001; 10,000,000 shares authorized; none issued           -           -
    Common stock, par value $0.0001; 100,000,000 shares authorized; issued and
       outstanding 26,779,151 at September 30, 1997 and 25,765,871 at Dec. 31, 1996           3           3
    Contributed and paid-in capital                                                     220,820     172,879
    Accumulated deficit                                                                 (37,626)    (21,660)
                                                                                       --------    --------
               Total stockholders' equity                                               183,197     151,222
                                                                                       --------    --------
               Total liabilities and stockholders' equity                              $246,285    $208,808
                                                                                       ========    ========
</TABLE>
        The accompanying notes are an integral part of these statements.

                                     Page 3
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                         Nine Months Ended
                                                                            September 30,
                                                                      ---------------------
                                                                         1997        1996
                                                                      ---------   ---------
<S>                                                                   <C>         <C>
Cash flows from operating activities:
     Net loss                                                         $(15,965)   $ (7,972)
     Adjustments to reconcile net loss to net cash
          provided by (used in) operating activities:
          Depreciation, depletion and amortization                       7,820       6,729
          Accrued interest converted to loan principal                     772         -
          Deferred income taxes                                           --          (870)
          Deferred hedging gain, net                                       362         767
          Other                                                            237          12
          Net change in operating assets and liabilities:
               Accounts receivable                                        (375)      1,475
               Inventories                                              (1,912)         70
               Prepaid expenses                                            305        (220)
               Accounts payable                                           (885)        929
               Accrued expenses                                            280         (94)
               Stock Appreciation Rights liability                       2,492         -
               Other liabilities                                           355       2,047
                                                                      --------    --------
                    Cash provided by (used in) operating activities     (6,514)      2,873
                                                                      --------    --------

Cash flows from investing activities-
     Additions to property, plant and mine development                 (41,070)    (36,076)
     Other                                                                 --            9
                                                                      --------    --------
                    Cash used in operating activities                  (41,070)    (36,067)
                                                                      --------    --------

Cash flows from financing activities:
     Net proceeds from issuance of common stock                         47,726         893
     Proceeds from long-term debt                                          --           31
     Principal payments under capital lease obligation                  (1,410)     (1,151)
                                                                      --------     -------
                    Cash provided by (used in) financing activities     46,316        (227)
                                                                      --------     -------

Net decrease in cash and cash equivalents                               (1,268)    (33,421)
Cash and cash equivalents at beginning of period                        64,130     114,633
                                                                      --------    --------
Cash and cash equivalents at end of period                            $ 62,862    $ 81,212
                                                                      ========    ========
</TABLE>
        The accompanying notes are an integral part of these statements.

                                     Page 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)  EARNINGS PER SHARE
         In  March  1997,  the  Financial   Accounting  Standards  Board  issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128"), which specifies the computation, presentation and disclosure requirements
for earnings per share.  SFAS 128 is effective for periods ending after December
15, 1997 and  requires  retroactive  restatement  of earnings per share in prior
periods.  The statement replaces the calculation of "primary earnings per share"
with "basic earnings per share" and redefines the "dilutive  earnings per share"
computation.  Had earnings per share been determined in accordance with SFAS 128
for the three and nine months ended  September 30, 1997, the Company's  reported
loss per common share would not have been affected.

(3) DEBT AND EQUITY
         In March 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.

         In July 1997, the Company's S-3 shelf registration  statement for up to
$300 million in securities was declared effective by the Securities and Exchange
Commission.  In  September  1997,  the Company  entered  into a three year,  $25
million revolving line of credit with the Canadian Imperial Bank of Commerce.

                                     Page 5
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         The Company  plans on financing  capital  development  projects and its
operations from its 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.

(4)  HEDGING AND OTHER PRECIOUS METAL CONTRACT COMMITMENTS
         Precious  metal  contracts  consist of spot  deferred and European call
option contracts.  The Company uses spot deferred  contracts to protect earnings
and cash flows from the impact of short-term  drops in gold price.  Risk of loss
on the spot  deferred  contracts  arises  from  the  possible  inability  of the
counterparty  to  fulfill  its  obligations  under  the  contracts  and from the
Company's  potential  ability to deliver gold,  although  nonperformance  by any
party to the contracts is not anticipated.

         At  September  30,  1997,  the Company had  outstanding  spot  deferred
contracts  for 100,000  ounces at an average  price of $371 per ounce  including
estimated future contango.  Of these contracts,  60,000 ounces were for delivery
in 1998 at a price of $385 per ounce and 40,000 ounces were for delivery in 1999
at a  weighted  average  price  of $350 per  ounce  including  estimated  future
contango.  Based  on the  market  price  of  gold at  September  30,  1997,  the
unrealized gains on the spot deferred contracts were approximately $3.1 million.

         Recognition  of premiums  received  for call  options sold are deferred
until the option  expires or the  related  transaction  occurs at which time the
deferred amounts are recognized in income.  Risk of loss on European call option
contracts  exists if the market price were to exceed the  exercise  price of the
option on the date  designated  in the  contract.  At September  30,  1997,  the
Company had outstanding European call option contracts for 70,000 ounces of gold
at a weighted average price of $352 per ounce that expire in 1997, 20,000 ounces
of gold at a price of $345 per ounce that  expire in 1998 and  60,000  ounces of
gold at a price of $400 per ounce that expire in 1999.


                                     Page 6
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

                                                         At         At
                                                     September   December
                                                      30, 1997   31, 1996
                                                      --------   --------
Land and land improvements                            $  9,753   $  9,524
Buildings and equipment                                118,988    115,550
Mine development                                        55,412     38,757
Construction-in-progress                                73,423     48,916
                                                      --------   --------
         Total property, plant and equipment           257,576    212,747
Accumulated depreciation, depletion and amortization   (90,891)   (82,985)
                                                      --------   --------
         Net property, plant and equipment            $166,685   $129,762
                                                      ========   ========

         Depreciation  and  depletion  expense was $2.8 million and $2.5 million
for the three months ended September 30, 1997 and 1996,  respectively,  and $7.8
million and $6.7 million for the nine months ended  September 30, 1997 and 1996,
respectively.

         Capitalized  interest  was $0.4  million  for both of the three  months
ended  September  30, 1997 and 1996,  and $1.2  million and $1.0 million for the
nine months ended September 30, 1997 and 1996, respectively.

(6)  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 employees of the Company,  as detailed
in the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
1996. 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 $41  market  price of the
Company's   Common  Stock  at  September  30,  1997,   the  Company   recognized
compensation  expense of $2.5  million,  or $0.09 per share,  in the nine months
ended  September  30,  1997.  Of the $2.5  million,  $1.6 million was charged to
general and administrative  expenses,  $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

                                     Page 7
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of the preceding quarter.  The Company recognized  compensation  expense of $0.4
million in the third  quarter of 1997 related to the SARS based on the change in
the market price of the  Company's  Common Stock at September 30, 1997 from June
30, 1997.

(7)  SUPPLEMENTAL CASH FLOW INFORMATION
         Net cash provided by operating  activities  includes the following cash
payments (in thousands):

                                Nine Months Ended
                                  September 30,
                                                ---------------
                                                 1997    1996
                                                ------  ------
Interest, net of amounts capitalized            $(588)  $(364)
Income taxes paid                               $  -    $  -

         Capital  lease  obligations  of $7.2 million  were  incurred to acquire
equipment during the nine months ended September 30, 1996.

(8) 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 and  September  1997,  the  Internal  Revenue  Service
("IRS")  filed  notices  of  deficiencies,  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
and the Company),  for income taxes  associated  with  ChemFirst's  consolidated
income tax returns filed in 1989,  1990,  1991 and 1992. 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.



                                     Page 8
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $0.2 million and $0.3 million in the
three months ended September 30, 1997 and 1996,  respectively,  and $0.8 million
and  $1.1  million  in the nine  months  ended  September  30,  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.

                                     Page 9
<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 such
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  September  30, 1997 were a loss of $4.9
million,  or $0.18 per share, versus a loss of $4.2 million, or $0.16 per share,
for the same quarter of 1996.  Results for the nine months ended  September  30,
1997 were a loss of $16.0 million,  or $0.60 per share,  compared with a loss of
$8.0  million,  or $0.31 per share,  in the same  period of 1996.  Although  the
Company  reported  increased  production,  lower realized gold prices and higher
costs  resulted in an  increased  loss in the 1997 third  quarter and first nine
months as compared to the same periods in 1996. The following  table  highlights
sales and  production  information  for the three and nine month  periods  ended
September 30, 1997 and 1996:


                                      Three Months Ended    Nine Months Ended
                                          September 30,         September 30,
                                      ------------------    -----------------
                                        1997      1996        1997      1996
                                      --------  --------    -------   -------
Ounces of gold sold                    49,280    42,423     135,271   123,442
Average realized price per ounce        $357      $401        $378      $396
Average market price per ounce          $325      $385        $337      $391
Cash cost per ounce                     $383      $427        $408      $395
Total cost per ounce                    $440      $485        $467      $450
Ore milled (dry tons)                 281,495   261,059     835,177   820,300
Average grade of ore
      milled (ounces per ton)          0.195     0.175       0.181     0.160
Underground ore milled (dry tons)     125,178   117,739     366,736   307,717





                                     Page 10
<PAGE>
         Sales revenue of $17.6 million in the third quarter of 1997 was up from
$17.0  million in the same period of 1996 and sales  revenue of $51.1 million in
the first nine  months of 1997 was up from $48.9  million in the same  period of
1996.  The  increase in the ounces  sold in the 1997  periods as compared to the
1996  periods,  resulting  in $2.5 million and $4.5 million more in revenues for
the 1997  third  quarter  and first nine  months,  respectively,  resulted  from
improvements  in underground  mining  operations and grade of ore milled.  Also,
mill  throughput was higher in the third quarter of 1997 as compared to the same
period of 1996 due to a loss of nine days of  production in the third quarter of
1996 versus a loss of five days of production in the third quarter of 1997, both
because of mechanical  problems  experienced in the mill. Gold production in the
first nine  months of 1997,  although  higher  than the  production  in the same
period of 1996, was adversely  affected by rain induced flooding of the Getchell
Underground  mine access and a fatality of a mine worker in the first quarter of
1997.

         The Company hedged a portion of its production which resulted in higher
realized  gold prices than the average  market gold prices in the third  quarter
and first nine months of 1997 and 1996.  The lower  realized  gold prices in the
third quarter and first nine months of 1997 compared to the same periods of 1996
resulted  in  a  decrease  in  revenues  of  $1.9  million  and  $2.2   million,
respectively,  and  partially  offset the  increase in revenues due to increased
production   volumes.   Initial  net  revenue  from  the  Turquoise  Ridge  mine
development  ore,  expected no earlier than  mid-November  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.

         At September  30, 1997,  outstanding  spot deferred  contracts  totaled
100,000 ounces of gold at an average price of $371 per ounce including estimated
future contango. Of these contracts,  60,000 ounces were for delivery in 1998 at
a price of $385 per ounce  and  40,000  ounces  were for  delivery  in 1999 at a
weighted average price of $350 per ounce including estimated future contango.

         Cost of sales was $21.7  million in the third  quarter of 1997, up from
$20.6  million in the third quarter of 1996,  and cash costs per ounce  produced
were $383 and $427 for the two periods, respectively. For the first nine months,
cost of sales was $63.2 million in 1997, up from $55.6 million in 1996, and cash
costs per ounce  produced were $408 and $395 for the two periods,  respectively.
On a  total  cost  basis,  underground  mining  costs,  mine  site  general  and
administrative  ("G&A") costs and  depreciation and depletion were higher in the
third quarter and first nine months of 1997 as compared to the same periods last
year,  with  milling  costs only higher in the first nine  months.  Increases in
underground  mining costs were related to higher  maintenance  costs, as well as
the effects of the flooding and fatality in the first  quarter.  Higher  reagent
and maintenance  expenditures  associated with the harder and more  carbonaceous
underground  ore contributed to increased mill costs in the first nine months of
1997. Mine site G&A costs have risen primarily due to increased support services
as the Company expands its operations.  Higher  depreciation and depletion costs
reflect the addition of assets  throughout  1996,  mostly at the mill and in the
Getchell Underground operation.

                                     Page 11
<PAGE>
         On February 14, 1997,  the  Compensation,  Human  Resource and Director
Affairs Committee of the Company's Board of Directors 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,  as detailed in the
Company's  Annual  Report on Form 10-K for the year  ended  December  31,  1996.
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 $41 market price of the Company's
Common Stock at September 30, 1997, the Company recognized  compensation expense
of $2.5  million,  or $0.09 per share,  in the first nine months of 1997. Of the
$2.5 million, $1.6 million was charged to G&A expenses, $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.  The
Company recognized  compensation expense of $0.4 million in the third quarter of
1997  related  to the  SARS  based  on the  change  in the  market  price of the
Company's Common Stock at September 30, 1997 from June 30, 1997.

         Corporate G&A costs  increased to $5.1 million in the first nine months
of 1997 from $3.3 million in the same period of 1996 primarily due to the impact
of the grant of the SARS.

         Exploration  expenses  were lower for the three  months and nine months
ended  September  30, 1997 as  compared  to the same  periods of 1996 due to the
Company's current focus on the delineation and expansion of known ore zones, for
which drilling expenditures are capitalized.

         Interest expense,  net of capitalized  interest,  was lower in the 1997
third  quarter and first nine months than the same  periods of 1996 due to lower
interest  expense on leased  equipment  and higher  capitalized  interest on the
Turquoise Ridge mine construction.

         Interest and other income was lower in the 1997 third quarter and first
nine  months  than in the  same  periods  of 1996  due to  lower  cash  and cash
equivalent balances throughout the 1997 periods.

         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 nine months of 1997,  the Company used $6.5 million of
cash for  operations and $41.1 million for capital  expenditures.  These capital
expenditures  included  $18.2 million on the Turquoise  Ridge mine  development,
$9.6 million on the Getchell Underground

                                     Page 12
<PAGE>
mine,  $6.4 million on the mill,  $5.5 million on development  drilling and $1.4
million on other items. On the Turquoise Ridge mine construction, sinking of the
ventilation shaft had reached a depth of 1,708 feet at September  30,1997,  with
expected  completion  for initial  development  ore  production  no earlier than
mid-November 1997. Production shaft sinking had reached a depth of 1,112 feet at
September 30, 1997. Total  expenditures on the Turquoise Ridge mine construction
through September 30, 1997 were $46 million,  with an estimated $44 million more
to be spent in 1997 and 1998 to complete the project,  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 September 30, 1997, cash and cash equivalents were $62.9 million.

         The  Company  plans on  financing  its  capital  development  projects,
including the Turquoise Ridge mine as discussed,  modifications to the mill, the
Getchell Underground mine development,  equipment and development drilling,  and
its  operations  from the existing cash and cash  equivalents.  Any shortfall in
funds  required  to meet these needs may be  supplemented  by  additional  funds
raised through borrowings or securities  offerings.  In July 1997, the Company's
S-3 shelf  registration  statement  for up to $300  million  in  securities  was
declared effective by the Securities and Exchange Commission. In September 1997,
the Company entered into a three year, $25 million revolving line of credit with
Canadian  Imperial Bank of Commerce.  The  recoverability of the Turquoise Ridge
assets and  completion  of the  underground  mine is dependent on the  Company's
ability to raise sufficient funds to complete the construction of such mine.

         The principal  balance of the Company's  promissory note with ChemFirst
was $26.1 million at September 30, 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 6-5/8% at September 30, 1997.
Since the inception of the promissory note, interest has been capitalized to the
note at the end of each interest  period.  An interest period ended in May 1997,
at which time $0.8 of interest million was capitalized to the note.

Accounting Standards
         Statement of Financial  Accounting  Standards No. 121,  "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
Of,"  requires  that  long-lived  assets  to be held  and used by an  entity  be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying amount of the asset may not be recoverable. Using a gold price
of $350 per ounce,  the Company has performed a review of its long-lived  assets
and determined  that no impairment  charge is required as of September  30,1997.
However, there can be no assurance that the factors used in this review will not
change resulting in an impairment charge.

                                     Page 13
<PAGE>
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.

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 central
banks,  governments,   financial  institutions,   industrial  organizations  and
individuals.  Since mine production in any single year  constitutes a very small
portion of the total  potential  supply of gold,  normal  variations  in current
production do not necessarily have a significant effect on the supply of gold or
on its price.  If gold prices should  decline below the Company's  expected cash
costs of  production  and remain at such levels for any  sustained  period,  the
Company  could  determine  that  it is not  economically  feasible  to  continue
commercial production.

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

                                 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 October 28)....................... $367  $312  $338

         The London P.M. Fix on October 28, 1997, was $312 per ounce.

Continuing Losses
         The  Company  reported a net loss of $16.0  million for the nine months
ended  September 30, 1997,  $14.0 million for the year ended  December 31, 1996,
$5.0 million for the six months

                                     Page 14
<PAGE>
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, 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

                                     Page 15
<PAGE>
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."

 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 or other factors
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

                                     Page 16
<PAGE>
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.

 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

                                     Page 17
<PAGE>
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 from 3.7% to 3.4% per annum for  one-month  to
twelve-month periods at September 30, 1997.

         On the scheduled  future delivery date, the seller may deliver physical
gold and thereby  fulfill  the  contract,  liquidate  the  contract  through the
financial  market 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.

         At September 30, 1997, the Company's  outstanding  hedge contracts were
for 100,000  ounces at an average  price of $371 per ounce  including  estimated
future contango. Of these contracts,  60,000 ounces were for delivery in 1998 at
a price of $385 per ounce  and  40,000  ounces  were for  delivery  in 1999 at a
weighted  average price of $350 per ounce including  estimated  future contango.
Risk of loss from  these  forward  sales  agreements  arises  from the  possible
inability of a counterparty to honor contracts and from 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.

                                     Page 18
<PAGE>
Other Precious Metal Contract Commitments
         The Company has entered into European call option  contracts.  European
call option contracts are agreements between a seller and a counterparty whereby
the  counterparty  has the right,  but not the obligation,  to buy gold from the
seller at a predetermined price on a predetermined date. The counterparty pays a
premium for this right.  The premiums are deferred  until the option  expires or
the related transaction occurs at which time the deferred amounts are recognized
in income.  Risk of loss on European call option  contracts exists if the market
price were to exceed the exercise price of the option on the date  designated in
the contract.  At September 30, 1997, the Company had outstanding  European call
option  contracts for 70,000 ounces of gold at a weighted  average price of $352
per  ounce  that  expire in 1997,  20,000  ounces of gold at a price of $345 per
ounce that expire in 1998 and 60,000 ounces of gold at a price of $400 per ounce
that expire in 1999.

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 Tamrock  loader
resulted in the death of a Company  employee.  As required by federal law,  MSHA
officials investigated the accident.  MSHA issued seven enforcement actions, one
of which was vacated  subsequently.  The maximum  civil  penalties for which the
Company  could be assessed as the result of such actions is $0.3  million.  MSHA
also  conducted a special  investigation  to determine  whether  knowing  and/or
willful violations on the part of the Company or any agent,  officer or director
of

                                     Page 19
<PAGE>
the Company  occurred.  The result of that  investigation is unknown,  but could
result in additional criminal penalties for the Company and/or civil or criminal
penalties for agents, officers, or directors of the Company. 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 the outcome of this
investigation will not have such effects.

         On May 26, 1997, a worker  employed by the  ventilation  shaft  sinking
contractor was killed in an accident at the bottom of the ventilation  shaft due
to a mechanical  failure of a safety  device.  As required by federal law,  MSHA
officials  investigated the cause of the accident.  Enforcement action was taken
against the  contractor,  but the Company  did not  receive any  citations  as a
result of that accident investigation.

 Current  Environmental  Laws and  Regulations.  The  Company  must  comply with
environmental standards, laws and regulations which may entail greater or lesser
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 and
regulations  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").  The 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 the 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.

                                     Page 20
<PAGE>
         Environmental  laws and regulations may also have an indirect impact on
the Company,  such as increased cost for electricity due to acid rain provisions
of the  Clean Air Act  Amendments  of 1990.  Charges  by  refiners  to which the
Company  sells  its  metallic   concentrates  and  products  have  substantially
increased over the past several years because of requirements that refiners meet
revised  environmental  quality  standards.  The Company has no control over the
refiners'   operations  or  their   compliance  with   environmental   laws  and
regulations.

 Potential Legislation. Several recent legislative developments have affected or
may in the future affect the cost of and the ability of mining  claimants to use
the Mining Law of 1872,  as amended (the "General  Mining Law"),  to acquire and
use federal lands for mining  operations.  Since October 1994, a moratorium  has
been imposed on  processing  new patent  applications  for mining  claims.  This
moratorium  should not affect the status of the patent  applications made by the
Company under the General Mining Law before the  moratorium  was imposed.  Also,
since  1993,  a rental  or  maintenance  annual  fee of $100 per  claim has been
imposed by the Federal  government  on  unpatented  mining claims in lieu of the
prior   requirement  for  annual   assessment  work.  During  the  last  several
Congressional  sessions,  bills  have  been  repeatedly  introduced  in the U.S.
Congress which would  supplant or radically  alter the General Mining Law. As of
September  30, 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 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

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result  from  mining  activities  conducted  by  others  prior to the  Company's
ownership  of  a  property.  Historic  mining  disturbances,  facilities,  waste
materials and other discrete areas of potential  contamination  associated  with
gold,  tungsten,  and  molybdenum  production  between 1937 and 1969 by previous
owners and operators are encompassed  within the area of the Company's  Getchell
Property  operations.  Restoration of certain areas of historic  disturbance and
contamination  has been undertaken in conjunction with current mining operations
and has been  incorporated into the Company's state permits in coordination with
the federal land management agency.

Pollution  Insurance.  Insurance for  environmental  risks (including  potential
liability  for  pollution or other  hazards as a result of the disposal of waste
products  occurring from  exploration  and production) has not been purchased by
the  Company  as it is not  generally  available  at a  reasonable  price to the
Company or to other companies within the industry.  To the extent the Company is
subject to  environmental  liabilities,  the payment of such  liabilities or the
costs which must be  incurred to remedy  environmental  pollution  would  reduce
funds  otherwise  available  to the  Company  and could have a material  adverse
effect  on the  Company.  Should  the  Company  be  unable  to fully  remedy  an
environmental  problem,  the Company might be required to suspend  operations or
enter into  interim  compliance  measures  pending  completion  of the  required
remedy.  The  potential  exposure may be  significant  and could have a material
adverse effect on the Company.

Environmental  Permits.  All  of  the  Company's  exploration,  development  and
production activities are subject to regulation under one or more of the various
state  and  federal  environmental  laws and  regulations.  These  laws  address
emissions to the air, discharges to water,  management of wastes,  management of
hazardous substances, protection of natural resources, protection of antiquities
and restoration of lands which are disturbed by mining.  Many of the regulations
require  permits  to be  obtained  for the  Company's  activities.  The  Company
maintains  permits  required for its facilities and operations which provide for
ongoing  compliance and  monitoring.  Some of the permits include Bureau of Land
Management Plan of Operations No. N24-87-003P;  EPA Hazardous Waste Facility No.
NVD986774735;  Nevada water pollution  control permits  NEV86014 (for mining and
mineral  processing)  and  NEV95113  (for  excess mine water  disposal);  Nevada
reclamation  permit  0105;  and Nevada air  quality  permit  AP1041-0292.  These
permits must be updated and reviewed from time to time, and normally are subject
to  environmental  impact analyses and public review processes prior to approval
of the activity.  For example,  the Company has applied for air permits required
by Title V of the 1990  Amendments  to the Clean Air Act to maintain  compliance
with applicable  requirements for air emissions sources of the types utilized by
the Company in its operations.  It is possible that future changes in applicable
laws, regulations and permits could have a significant impact on some portion of
the Company's business, causing those activities to be economically re-evaluated
at that time.

     Restoration.  The Company accrues  expenses 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

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reclamation of the disturbed land to a productive use. This includes restoration
of historic and current mining and mineral processing  operations and associated
land  disturbances.  Restoration  takes  place  concurrent  with and  after  the
productive life of the operations.  Activities which result in restoration costs
after permanent closure and reclamation primarily relate to monitoring and other
post mining management activities.

         The  uncertainties  related to future  restoration  costs  result  from
unknown  future  additional  regulatory  requirements,  significant  new surface
disturbances or additional mineral  processing  facilities and the potential for
recognition in the future of additional  activities needed for restoration.  The
technologies  for  restoration  are evolving  during the life of the operations.
Periodic  review of the  activities  and costs for  restoration,  and consequent
adjustments  to  the  ongoing  accrual,  are  conducted.  The  Company  conducts
concurrent restoration of mining disturbances and anticipates an ongoing program
of  restoration  over the productive  life of the  operations.  Activities  have
included regrading, seeding and planting, monitoring, and restoration research.

         In  accordance  with the  State of  Nevada  Division  of  Environmental
Protection ("NDEP"),  the Company has posted a bond of $4.5 million to cover the
costs for  reclamation of the Getchell  Property.  As of September 30, 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

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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 Regulation" above.


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

Exhibits
         The  following  exhibits  are filed  herewith  and are  referred to and
incorporated herein by reference to such filings.


10(a)   -    Form of Termination Agreement between the Company and Richard F.
             Nanna.
10(b)   -    Form of Termination Agreement between the Company and G.W.
             Thompson, Donald S. Robson, R. David Russell and Donald O. Miller
             (Company's Termination Agreement with each such individual contains
             identical provisions to those contained in the form).
10(c)   -    Loan Agreement dated September 5,1997, by and between CIBC INC. and
             the Company.
27      -    Financial Data Schedule.

     Reports on Form 8-K During the three months ended  September 30, 1997 there
were no reports filed on Form 8-K.

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                                   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

November 3, 1997                 By:  /s/ G. W. Thompson
    Date                         G. W. Thompson
                 President, Chief Executive Officer and Director



November 3, 1997                 By: /s/ Donald S. Robson
    Date                         Donald S. Robson
                   Vice President and Chief Financial Officer
                          (Principal Financial Officer)



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