<PAGE>   1
                       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, 1999

                                       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 [ ]

         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                  30,811,718 on May 12, 1999

                                     Page 1

<PAGE>   2

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,
                                                               ----------------------
                                                                 1999          1998
                                                               --------      --------
<S>                                                            <C>           <C>     
Net sales                                                      $ 14,476      $ 10,803
Cost of sales                                                    20,004        15,033
                                                               --------      --------
     Gross margin                                                (5,528)       (4,230)
General and administrative expenses                               1,362           921
Exploration expenses                                                186            98
                                                               --------      --------
     Loss from operations                                        (7,076)       (5,249)
Interest expense, net of capitalized interest                      (693)         (192)
Interest and other income                                           105           535
                                                               --------      --------
     Loss before cumulative effect of a
          change in accounting principle                         (7,664)       (4,906)
Cumulative effect of a change in accounting principle            (7,804)           --
                                                               --------      --------  
     Net loss                                                  $(15,468)     $ (4,906)
                                                               ========      ========

     Loss per share before cumulative effect
          of a change in accounting principle                  $  (0.25)     $  (0.18)
     Cumulative effect of a change in accounting principle        (0.25)           --
                                                               --------      --------
     Loss per share                                            $  (0.50)     $  (0.18)
                                                               ========      ========

     Weighted average number of shares outstanding               30,806        27,901
                                                               ========      ========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                     Page 2

<PAGE>   3

                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                        (In thousands, except share data)


<TABLE>
<CAPTION>
                                                                                      March 31,      December 31,
                                           ASSETS                                        1999          1998
                                                                                      ---------      ------------
<S>                                                                                   <C>            <C>      
Current assets:
     Cash and cash equivalents                                                        $   8,410      $  18,073
     Accounts receivable:
          Trade                                                                           1,780          2,191
          Employee                                                                           74              1
          Other                                                                           2,742            926
                                                                                      ---------      ---------
               Total accounts receivable                                                  4,596          3,118
                                                                                      ---------      ---------
     Inventories:
          Ore and ore in process                                                          3,529          1,565
          Materials and supplies                                                         11,561         11,509
                                                                                      ---------      ---------
               Total inventories                                                         15,090         13,074
                                                                                      ---------      ---------
     Other current assets                                                                 1,728          1,090
                                                                                      ---------      ---------
               Total current assets                                                      29,824         35,355
Property, plant and equipment, net                                                      260,909        259,815
Other                                                                                     4,743          7,390
                                                                                      ---------      ---------
               Total assets                                                           $ 295,476      $ 302,560
                                                                                      =========      =========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                                 $   7,878      $   7,025
     Accrued expenses                                                                     3,718          3,013
     Current portion of capital lease obligations                                         4,094          3,539
     Stock appreciation rights                                                            1,316          1,393
     Deferred revenue                                                                     4,752          3,617
     Income taxes payable to ChemFirst Inc.                                                 666            666
                                                                                      ---------      ---------
               Total current liabilities                                                 22,424         19,253
Long-term debt, principally ChemFirst Inc.                                               28,737         28,799
Capital lease obligations, less current portion                                          12,042         10,399
Deferred income taxes                                                                       211            211
Reclamation liabilities                                                                   2,729          2,793
Deferred revenue                                                                          5,060             75
Deferred call option premium                                                                 --          2,000
Other liabilities                                                                         1,332            736
                                                                                      ---------      ---------
               Total liabilities                                                         72,535         64,266
                                                                                      ---------      ---------
Commitments and contingencies                                                                --             --
Stockholders' equity :
    Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued            --             --
    Common stock, $0.0001 par value; 100,000,000 shares authorized; issued and
     outstanding 30,810,058 at March 31, 1999 and 30,797,536 at December 31, 1998             3              3
    Contributed and paid-in capital                                                     290,946        290,830
    Accumulated deficit                                                                 (68,008)       (52,539)
                                                                                      ---------      ---------
               Total stockholders' equity                                               222,941        238,294
                                                                                      ---------      ---------
               Total liabilities and stockholders' equity                             $ 295,476      $ 302,560
                                                                                      =========      =========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                     Page 3
<PAGE>   4


                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                              March 31,
                                                                        ----------------------
                                                                          1999          1998
                                                                        --------      --------
<S>                                                                     <C>           <C>
Cash flows from operating activities:
     Net loss                                                           $(15,468)     $ (4,906)
     Adjustments to reconcile net loss to net cash
          provided by (used in) operating activities:
          Cumulative effect of a change in accounting principle            7,804            --
          Depreciation and depletion                                       4,297         2,596
          Other                                                              537           626
          Net change in operating assets and liabilities:
               Accounts receivable                                        (1,478)         (464)
               Inventories                                                (2,016)          890
               Other current assets                                         (638)          (44)
               Accounts payable                                               (1)       (3,147)
               Accrued expenses                                              705           110
               Deferred revenue                                            6,825           (27)
               Stock appreciation rights                                     (77)         (275)
                                                                        --------      --------
                    Cash provided by (used in) operating activities          490        (4,641)
                                                                        --------      --------

Cash flows used in investing activities:
     Additions to property, plant and equipment                           (9,217)      (17,990)
     Other                                                                     9            --
                                                                        --------      --------
                    Cash used in investing activities                     (9,208)      (17,990)
                                                                        --------      --------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                   52        69,774
     Principal payments under capital lease obligation                      (939)         (516)
     Other                                                                   (58)           86
                                                                        --------      --------
                    Cash provided by (used in) financing activities         (945)       69,344
                                                                        --------      --------

Net increase (decrease) in cash and cash equivalents                      (9,663)       46,713
Cash and cash equivalents at beginning of period                          18,073        34,247
                                                                        --------      --------
Cash and cash equivalents at end of period                              $  8,410      $ 80,960
                                                                        ========      ========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                     Page 4

<PAGE>   5


                    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, 1998.

(2) MERGER WITH PLACER DOME

         On December 11, 1998, the Company entered into an Agreement and Plan of
Merger with Placer Dome Inc., a Canada-based, international gold mining company,
and Bullion Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Placer Dome (the "Merger Sub"), pursuant to which the Merger Sub
will be merged (the "Merger") with and into the Company, with the Company
surviving the Merger and becoming a wholly owned subsidiary of Placer Dome.
Under the terms of the Merger Agreement, each issued and outstanding share of
the Company's common stock, other than shares owned by Placer Dome or the
Company, will be converted into 2.45 shares of Placer Dome's common shares. The
Merger is subject to the Company's shareholder approval. The Company expects the
Merger to be consummated on or about May 27, 1999.

(3)  CHANGE IN ACCOUNTING PRINCIPLE

         In April 1998, the American Institute of Certified Public Accountant's
issued Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5") which provides guidance on the financial reporting of
start-up costs and organization costs. It requires costs of start-up activities
and organization costs to be expensed as incurred. The Company adopted SOP 98-5
effective January 1, 1999. The change resulted in a $7.8 million charge as the
cumulative effect of a change in accounting principle.

         This charge reflects the unamortized costs, net of revenues, incurred
in the production of development ore from the Turquoise Ridge mine in 1998 and
from the Getchell Underground mine in 1994 and 1995, both of which had
previously been capitalized. Such costs include costs of mining, milling,
minesite general and administrative, royalties and depreciation and depletion.
Development ore represents ore encountered in the process of development
drifting and ramping when building the mine.


                                     Page 5

<PAGE>   6

                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) HEDGING AND OTHER PRECIOUS METAL CONTRACT COMMITMENTS

         Precious metal contracts consist of spot deferred, forward sales, call
option and lease rate swap contracts. The Company currently uses spot deferred
and forward sales contracts to mitigate the impact on earnings and cash flows of
decreases in gold prices. Risk of loss on the spot deferred and forward sales
contracts arises from the possible inability of a counterparty to fulfill its
obligations under the contracts and from the Company's potential inability to
deliver gold, although non-performance by the counterparty to the contracts is
not anticipated.

         In the first quarter of 1999, the Company closed out all of its spot
deferred contracts. The proceeds from the closure of the spot deferred contracts
were recorded as deferred revenue and will be recognized in net sales when the
originally designated hedged future gold production is sold. Based on the
closing price of the contracts, the unrecognized gains on the spot deferred
contracts were $9.8 million at March 31, 1999, of which $3.9 million, $2.8
million, $1.9 million, $0.6 million and $0.6 million will be recognized in 1999,
2000, 2001, 2002 and 2003, respectively.

         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, 1999, the Company had no outstanding European
call option contracts. Risk of loss on European call option contracts exists if
the Company is unable to deliver the required quantity of gold and the market
price were to exceed the exercise price of the option on the date designated in
the contract.

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

<TABLE>
<CAPTION>
                                                    At              At
                                                 March 31,      December 31,
                                                   1999           1998
                                                 ---------      ------------
<S>                                              <C>            <C>      
Land and land improvements                       $  19,107      $  14,241
Buildings and equipment                            171,499        132,934
Mine development                                   160,662         64,122
Construction-in-progress                            19,143        154,470
                                                 ---------      ---------
         Total property, plant and equipment       370,411        365,767
Accumulated depreciation and depletion            (109,502)      (105,952)
                                                 ---------      ---------
         Net property, plant and equipment       $ 260,909      $ 259,815
                                                 =========      =========
</TABLE>


                                     Page 6

<PAGE>   7

                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Capitalized mine development and construction-in-progress at March 31,
1999 and December 31, 1998 are comprised of the following (in thousands):


<TABLE>
<CAPTION>
                                     At           At
                                  March 31,    December 31,
         Project                    1999         1998
                                  ---------    ------------
<S>                               <C>          <C>     
Mine Development:
Getchell Underground mine ...     $ 49,993     $ 51,581
Turquoise Ridge mine ........      110,017       11,889
Other projects ..............          652          652
                                  --------     --------
                                  $160,662     $ 64,122
                                  ========     ========

Construction in Progress:
Getchell Underground mine ...     $    699     $    944
Turquoise Ridge mine ........        3,331      137,031
Mill improvements ...........       15,024       16,459
Other projects ..............           89           36
                                  --------     --------
                                  $ 19,143     $154,470
                                  ========     ========
</TABLE>

         Depreciation and depletion expense was $4.3 million and $2.6 million
for the three months ended March 31, 1999 and 1998, respectively.

         Capitalized interest was $0.4 million for the three months ended March
31, 1998.

(6) SUPPLEMENTAL CASH FLOW INFORMATION

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

<TABLE>
<CAPTION>
                                         Three Months Ended
                                             March 31,
                                         ------------------
                                          1999       1998
                                         ------     -----
<S>                                      <C>        <C>   
Interest, net of amounts capitalized     $  294     $(261)
Income taxes paid                        $   --     $  --
</TABLE>

         Capital lease obligations of $3.1 million and $4.4 million were
incurred to acquire equipment during the quarters ended March 31, 1999 and 1998,
respectively.



                                     Page 7

<PAGE>   8

                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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, September 1997 and December 1998, the Internal Revenue
Service ("IRS") filed notices of deficiencies, stating that the IRS is
proceeding against ChemFirst for income taxes associated with ChemFirst's
consolidated income tax returns filed in 1989 through 1994, for which the
Company is liable for a portion. Subsequent negotiations between the Company and
the IRS have resulted in settlement of all issues in the 1989 through 1994
periods.

         The IRS has also conducted an audit of tax returns filed in 1995 and
1996 up to the Spin-Off and has asserted claims for additional taxes for these
two periods. ChemFirst has agreed to settle certain of the claims. The Company
believes it has adequately provided for any remaining liabilities that may
result from the final settlement of the audit of the returns filed in 1995 and
1996. The liability for the amount of the settlements attributable to the
Company, including interest payable, has been reflected on the Company's balance
sheet at March 31, 1999 as income taxes payable to ChemFirst Inc.

Major Contracts

         The Company has an agreement with an independent contractor who
provides oxygen for the autoclave process in the mill. The agreement requires,
among other things, that the Company must pay the independent contractor at a
rate (subject to future adjustments for inflation) of approximately $0.2 million
a month. The Company is also obligated to a termination fee if the contract is
terminated prior to January 2004. The termination fee is $2.0 million in 1999
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 $0.3 million and $0.2 million for the
quarters ended March 31, 1999 and 1998, respectively.


                                     Page 8

<PAGE>   9

                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financing Fees on Proposed Merger with Placer Dome

         The Company has entered into an agreement with its investment bankers
relating to the fees associated with the proposed merger with Placer Dome. The
agreement requires the Company to pay a financing fee, based on a formula, if
the proposed merger is completed. The remaining fees are currently estimated to
be approximately $7.3 million.

Promissory Note

         The principal balance of the promissory note between the Company and
ChemFirst was $28.7 million at March 31, 1999 and December 31, 1998. 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. The interest rate was 5 5/8% at March 31, 1999 and December
31, 1998. Since the inception of the promissory note, interest has been
converted to note principal at the end of each interest period. The promissory
note contains covenants that require minimum net worth, as defined, of $27.0
million and a ratio of indebtedness to tangible net worth, as defined, of no
more than 2.0:1.0.

Letter of Credit

         At March 31, 1999, the Company has a $4.5 million secured letter of
credit outstanding for bonding of reclamation plans relating to the Getchell
Property.

(8) SUBSEQUENT EVENT

         On April 30, 1999, the Company entered into an unsecured $10 million
revolving line of credit with Toronto Dominion (Texas), Inc. which terminates
upon the Company's merger with Placer Dome.


                                     Page 9

<PAGE>   10

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 our financial condition, operating
results, business prospects or any of our other operations, our actual financial
condition, operating results and business prospects may differ materially from
that projected or estimated by us 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.

         On December 11, 1998, we entered into an Agreement and Plan of Merger
with Placer Dome Inc., a Canada-based, international gold mining company, and
Bullion Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Placer Dome (the "Merger Sub"), pursuant to which the Merger Sub will be merged
(the "Merger") with and into us, with us surviving the Merger and becoming a
wholly owned subsidiary of Placer Dome. Under the terms of the Merger Agreement,
each issued and outstanding share of our common stock, other than shares owned
by Placer Dome or us, will be converted into 2.45 shares of Placer Dome's common
shares. The Merger is subject to our shareholders' approval. We expect the
Merger to be consummated on or about May 27, 1999.

RESULTS OF OPERATIONS

         We reported a net loss of $15.5 million, or $0.50 per share, after the
cumulative effect of a change in accounting principle for the quarter ended
March 31, 1999. Before the cumulative effect of a change in accounting
principle, the net loss for the quarter ended March 31, 1999 was $7.7 million,
or $0.25 per share, compared with a net loss of $4.9 million, or $0.18 per
share, for the quarter ended March 31, 1998. The cumulative effect of a change
in accounting for start-up costs was $7.8 million, or $0.25 per share. The
higher loss in the first quarter of 1999 as compared to the first quarter of
1998 was primarily due to the operations of the Turquoise Ridge mine, which
through the first quarter of 1999, was not at full operating production levels.
In the 1998 first quarter, the costs, net of revenues, incurred in the
production of development ore from the Turquoise Ridge mine were capitalized. In
the 1999 first quarter, in accordance with the new accounting principle, such
costs were charged to operations.

         Net sales revenues of $14.5 million in the first quarter of 1999 were
up from $10.8 million in the first quarter of 1998. A lower average realized
price per ounce of gold sold resulted in $1.3 million of lower sales revenues
while a high er number of ounces of gold sold resulted in $5.0 million of higher
sales revenue for the first quarter of 1999 compared to the first quarter of
1998. The increase in ounces sold in the 1999 first quarter was due primarily to
production from the Turquoise Ridge mine which is included in the 1999
production results but


                                     Page 10

<PAGE>   11


not in the 1998 production results as previously discussed. We hedged a portion
of our production, which resulted in higher realized prices than the average
market prices.

<TABLE>
<CAPTION>
                                       Quarter Ended
                                          March 31,
                                     -------------------
                                      1999        1998
                                     -------     -------
<S>                                  <C>         <C>    
Ounces of gold sold                   47,153      31,021*
Average realized price per ounce     $   307     $   348
Average market price per ounce       $   286     $   297
</TABLE>

         * For the quarter ended March 31, 1998, gold ounces sold does not
         include 1,551 ounces of gold sold from the development of the Turquoise
         Ridge mine for which revenues were offset against the mine development
         costs of the project.

         Ore mined at the Getchell Underground mine increased in the first
quarter of 1999 as compared to the first quarter of 1998 as a result of the
increased use long hole stoping, which also reduced the mining costs per ton
mined. Following are the operating results from the Getchell Underground mine.

<TABLE>
<CAPTION>
                                                  Quarter Ended
                                                    March 31,
                                                -------------------
                                                 1999        1998
                                                -------     -------
<S>                                             <C>          <C>   
Ore mined (dry tons)                            111,691      87,607
Ore mined per operating day (dry tons)            1,255         996
Average grade of ore mined (ounces per ton)       0.348       0.372
Contained ounces (before recoveries)             38,845      32,609
Underground mining costs per ton                $ 45.43     $ 51.53
</TABLE>



                                     Page 11
<PAGE>   12


         Following are the operating results from the Turquoise Ridge mine,
which is expected to reach full operating production of approximately 1,800 tons
per day by the end of 1999:

<TABLE>
<CAPTION>
                                               Quarter
                                                Ended
                                               March 31,
                                                 1999
                                               ---------
<S>                                             <C>   
Ore mined (dry tons)                            59,054
Ore mined per operating day (dry tons)             644
Average grade of ore mined (ounces per ton)      0.318
Contained ounces (before recoveries)            18,795
Underground mining costs per ton                $65.69
</TABLE>

         Ore milled increased in the first quarter of 1999 as compared to the
first quarter of 1998 due to the utilization of two to three autoclaves in the
1999 period as opposed to one autoclave in the 1998 period. During the first
quarter of 1999, we experienced operating problems with the ball mill, which has
since been temporarily repaired, but resulted in lower average throughput an
gold recoveries for the first quarter of 1999 as compared to the same period of
1998. We have filed a business interruption insurance claim for this operating
problem, that has resulted in an interim payment in the first quarter of 1999.
Mill feed for the first quarter of 1999 and 1998 consisted of approximately 27%
and 5%, respectively, of low-grade stockpile ore. Operating results at the mill,
including the processing of development ore from the Turquoise Ridge mine during
the first quarter of 1999 and 1998, are as follows:

<TABLE>
<CAPTION>
                                                         Quarter Ended
                                                           March 31,
                                                 ----------------------------
                                                    1999             1998
                                                 -----------      -----------
<S>                                                  <C>              <C>    
Ore milled (dry tons)                                212,489          100,083
Average grade of ore milled (ounces per ton)           0.268            0.352
Average gold recovery                                   87.6%            90.7%
</TABLE>

         Cost of sales was $20.0 million in the first quarter of 1999, up from
$15.0 million in the first quarter of 1998. Cash costs per ounce were $332 and
$400 for the first quarter of 1999 and 1998, respectively. Turquoise Ridge
mining, mine site G&A and depreciation and depletion costs were higher in the
1999 quarter as compared to the same period in 1998. Mining, mine site G&A and
depreciation and depletion costs increased primarily due to the expensing of
costs associated with the Turquoise Ridge mine in the first quarter of 1999. In
the 1998 first quarter


                                     Page 12
<PAGE>   13

the costs, net of revenues, associated with the production of Turquoise Ridge
development ore were capitalized to mine development.

         The increase in corporate G & A in the first quarter of 1999 as
compared to the first quarter of 1998 was primarily due to costs associated with
the proposed merger with Placer Dome.

         Net interest expense was higher in the 1999 first quarter due to the
1998 amount reflecting capitalized interest of $0.4 million. With the completion
of the Turquoise Ridge mine, interest associated with the Turquoise Ridge mine
construction is no longer being capitalized. Interest and other income is lower
in the first quarter of 1999 as compared to the first quarter of 1998 due to
lower cash balances in the 1999 period.

LIQUIDITY AND CAPITAL RESOURCES

         During the first quarter of 1999, $0.5 million was provided by
operations while we expended $9.2 million for capital expenditures. The capital
expenditures included $5.7 million on the Turquoise Ridge mine, $0.7 million on
the Getchell Underground mine, $2.7 million on the mill and $0.1 million on
other items.

           As of March 31, 1999, cash and cash equivalents were $8.4 million. On
April 30, 1999, we entered into an unsecured $10 million revolving line of
credit with Toronto Dominion (Texas), Inc., which terminates upon our merger
with Placer Dome. We plan on financing our capital projects from the existing
cash and cash equivalents and the revolving line of credit.

         The principal balance of our promissory note with ChemFirst Inc. was
$28.7 million at March 31, 1999. The promissory note is due September 22, 2000
or upon a change in control and may be prepaid without penalty. The interest
rate on the loan is the London Interbank Offered Rate for a period selected by
us, plus an applicable margin based on our leverage ratio. The interest rate was
5-5/8% at March 31, 1999. Since the inception of the promissory note, interest
has been capitalized to the note at the end of each interest period.

RECENTLY ISSUED ACCOUNTING STANDARDS

         In April 1998, the American Institute of Certified Public Accountant's
issued Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5") which provides guidance on the financial reporting of
start-up costs and organization costs. It requires costs of start-up activities
and organization costs to be expensed as incurred. We adopted SOP 98-5 effective
January 1, 1999. The change resulted in a $7.8 million charge for the cumulative
effect of the change in accounting for start up costs.

         This charge reflects the unamortized costs, net of revenues, incurred
in the production of development ore from the Turquoise Ridge mine in 1998 and
from the Getchell Underground mine in 1994 and 1995, both of which had
previously been capitalized. Such costs include costs of mining, milling,
minesite general and administrative, royalties and depreciation and depletion.


                                     Page 13
<PAGE>   14

Development ore represents ore encountered in the process of development
drifting and ramping when building the mine.

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133") which establishes accounting
and reporting standards for derivative instruments and for hedging activities.
SFAS 133 is effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. We have not completed an assessment of the impact of SFAS
133 on our financial statements because of the complex nature of the statement.

THE YEAR 2000 ISSUE

The Problem

         The Year 2000 Issue is the result of the potential inability of
hardware, software and control systems to correctly identify two-digit
references to specific years, beginning with the year 2000. This could result in
system failures or miscalculations causing disruptions of our operations and our
suppliers.

Our State of Readiness

         We have instituted a Year 2000 project. As a part of the project, we
have completed an initial evaluation of our computer systems and significant
software programs. This evaluation included our network hardware and operating
system, software operating the hoists at Turquoise Ridge, the control system at
the mill and accounting and business process software. We currently believe that
our network hardware and operating system, software operating the hoists at
Turquoise Ridge and accounting and business process software are all Year 2000
compliant. The control system at the mill, and other less critical hardware and
software, require further evaluation, which is expected to be completed by the
end of the second quarter of 1999. Our less critical software programs are
predominantly "off-the-shelf" products with Year 2000 versions now available.
Therefore, if the software programs are not Year 2000 compliant, we will replace
these software programs by utilizing vendor provided upgrades by the end of the
third quarter of 1999. Based on work performed to date, no material issues have
been identified with our existing computer systems and significant software
programs. However, subsequent work may lead to discovery of material issues.

         As part of our Year 2000 project, we plan to contact our significant
third-party suppliers, such as our refiners and suppliers of power, oxygen and
chemicals, to determine the extent to which we are vulnerable to our refiner's
or supplier's failure to remediate their Year 2000 issue. We plan to complete
the contacts by the end of the second quarter 1999. However, we cannot assure
that third party suppliers will adequately address their Year 2000 issues or
that failure of the third-party suppliers to address their Year 2000 issues
would not have a material adverse effect on us or our operations.



                                     Page 14
<PAGE>   15


The Costs to Address Our Year 2000 Issues

         Expenditures through March 31, 1999 have been minimal. Based upon the
findings at March 31, 1999, our estimated costs of becoming Year 2000 compliant
are less than $0.1 million.

The Risks Associated with Our Year 2000 Issues

         Our failure to resolve Year 2000 issues on or before December 31, 1999
could result in system failures or miscalculation causing disruption in
operations and normal business activities as well as a lack of safety for our
employees. Additionally, failure to timely remediate Year 2000 issues by third
parties upon whom our business relies could result in disruptions in our supply
of parts and materials or result in other problems related to the our daily
operations.

Contingency Plan

         We are currently working on a contingency plan for all critical aspects
of the Year 2000 issues and plan to have such a plan completed by the end of the
second quarter of 1999.



                                     Page 15

<PAGE>   16


RISK FACTORS

         Readers should carefully consider the risk factors set forth below, as
well as all of the other information in this document and our Annual Report on
Form 10-K for the year ended December 31, 1998.

GOLD PRICE VOLATILITY

         Changes in the price of gold significantly affect our profitability.
Gold prices may fluctuate widely. In August 1998, the market price of gold
declined to levels that were the lowest in over eighteen years and has remained
below $300 for most of 1998 and 1999.

         Numerous industry factors affect gold prices, including 

         o        industrial and jewelry demand;

         o        central bank lending, sales and purchases of gold;

         o        forward sales of gold by producers and speculators;

         o        production and cost levels in major gold-producing regions;
                  and

         o        rapid short-term changes in supply and demand because of
                  speculative or hedging activities.

         Gold prices are also affected by macroeconomic factors, including:

         o        confidence in the global monetary system;

         o        expectations of the future rate of inflation;

         o        the strength of, and confidence in, the U.S. dollar (the
                  currency in which the price of gold is generally quoted) and
                  other currencies;

         o        interest rates; and

         o        global or regional political or economic events.

         The current demand for, and supply of, gold affects gold prices. The
supply of gold consists of a combination of new production from mining and
mobilization of existing stocks of bullion held by government central banks,
public and private financial institutions, industrial organizations and private
individuals. As the amounts produced by all producers in any single year
constitute a small portion of the total potential supply of gold, normal
variations in current production do not usually have a significant impact on the
supply of gold or on its price. Mobilization of gold stocks held by central
banks through lending and official sales may have a significant adverse impact
on the gold price. If revenue from gold sales declines for a substantial period
below the cost of production at any or all of our operations, we could be
required to reduce our reserves and could determine that it is not economically
feasible to continue (1) commercial production at any or all current operations
or (2) the development of some or all of our current projects.



                                     Page 16

<PAGE>   17


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

<TABLE>
<CAPTION>
                                           PRICE PER OUNCE
                                        -----------------------
CALENDAR YEAR                           HIGH     LOW    AVERAGE
-------------                           ----     ----   -------
<S>                                     <C>      <C>      <C> 
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     $388
1997 ..............................     $367     $283     $331
1998 ..............................     $313     $273     $294
1999 (through May 12, 1999) .......     $294     $278     $285
</TABLE>

         The London P.M. Fix on May 12, 1999, was $278 per ounce.

ORE RESERVE ESTIMATES MAY NOT BE REALIZED

         We estimate our reserves of gold on the Getchell Property as either
"proven reserves" or "probable reserves." We estimate proven reserve quantities
through extensive sampling and testing of sites containing gold that allow us to
have an established estimate as to the amount of gold we expect to extract from
a site. Probable reserves are computed with similar information to that used for
proven reserves, but the sites for sampling are less extensive, and the degree
of certainty as to the content of a site is less. The figures presented for both
proven and probable reserves herein are only estimates. We cannot assure you
that we will obtain (1) indicated levels of gold recovery or (2) the prices
assumed in determining gold reserves. Estimated reserves may have to be
recalculated based on actual production experience. Market price fluctuations of
gold, as well as increased production costs or reduced recovery rates, may
render the present proven and probable reserves unprofitable to develop at a
particular site or sites for certain periods of time. This could cause us to
reduce our reserves.

PRODUCTION ESTIMATES MAY NOT BE ACHIEVED

         We prepare estimates of future production for our operations. We
develop plans based on, among other things, mining experience, reserve
estimates, assumptions regarding ground conditions and physical characteristics
of ores (such as hardness and presence or absence of certain metallurgical
characteristics) and estimated rates and costs of mining and processing. Our
actual production may vary from estimates for a variety of reasons, including:

         o        risks and hazards of the types discussed in this section;


                                     Page 17

<PAGE>   18


         o        actual ore mined varying from estimates of grade, tonnage,
                  dilution and metallurgical and other characteristics;

         o        the 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;

         o        mine failures, cave-ins or equipment failures;

         o        natural phenomena such as inclement weather conditions,
                  floods, and earthquakes;

         o        unexpected labor shortages or strikes; and

         o        restrictions or regulations imposed by government agencies.

         Each of these factors also applies to sites not yet in production and
to operations that are to be expanded. In these cases, we do not have the
benefit of actual experience in our estimates, and there is a greater likelihood
that actual results will vary from the estimates.

SPECULATIVE NATURE OF GOLD EXPLORATION

         Gold exploration is highly speculative in nature. Our exploration
projects involve many risks and maybe unsuccessful. We cannot assure you that
our future gold exploration efforts will be successful. Success in increasing
our reserves is the result of a number of factors, including the following:

         o        quality of management;

         o        gold prices;

         o        geological and technical expertise;

         o        quality of land available for exploration; and

         o        capital available for exploration and development.

         Once we discover a site with gold mineralization, it may take several
years from the initial phases of drilling until production is possible.
Substantial expenditures are required to establish proven and probable ore
reserves and to construct mining and processing facilities. As a result of these
uncertainties, we cannot assure you that current and future exploration programs
will result in the expansion or replacement of current production with new
proven and probable ore reserves.

UNCERTAINTY OF DEVELOPMENT PROJECTS

         From time to time we engage in the development of new ore bodies.
Specific risks associated with our development of the Turquoise Ridge mine are
discussed below. See "Certain Turquoise Ridge Mine Risks." Our ability to
sustain or increase our present level of gold production is dependent in part on
the successful development of such new ore bodies and/or


                                     Page 18

<PAGE>   19

expansion of existing mining operations. The economic feasibility of such
development projects is based upon many factors, including:

         o        estimates of reserves;

         o        metallurgical recoveries;

         o        capital and operating costs of such projects; and

         o        future gold prices.

         Development projects are also subject to the successful completion of
feasibility studies, issuance of necessary governmental permits and receipt of
adequate financing.

         Development projects have no operating history upon which to base
estimates of future cash flow. Our estimates of proven and probable ore reserves
and cash operating costs are, to a large extent, based upon detailed geologic
and engineering analysis. We also conduct feasibility studies which derive
estimates of capital and operating costs based upon many factors, including:

         o        anticipated tonnage and grades of ore to be mined and
                  processed;

         o        the configuration of the ore body;

         o        ground and mining conditions;

         o        expected recovery rates of the gold from the ore; and

         o        anticipated environmental and regulatory compliance costs.

         It is possible that actual costs and economic returns may differ
materially from our best estimates. It is not unusual in the mining industry for
new mining operations to experience unexpected problems during the start-up
phase and to require more capital than anticipated.

CERTAIN TURQUOISE RIDGE MINE RISKS

         The Turquoise Ridge mine involves numerous risks. These include the
following:

         Reserves. We cannot assure that we will actually mine and mill the
probable reserves set forth in our reserve reports for the Turquoise Ridge mine
on an economic basis. These reports are based upon many assumptions, which may
not prove to be accurate. The failure of any such assumptions to prove accurate
may alter the conclusions of our reserve reports and may have a material adverse
affect on us. The 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 generally between 0.2 to 0.75 ounces per ton.
Small changes in cutoff grade can cause large shifts in the reserves. If
dilution and/or mining costs related to hydrology or 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. Our reserve reports estimated the tonnage and grade of the
mill feed 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. If estimated dilution increases, there


                                     Page 19

<PAGE>   20

will be corresponding negative effects on the tonnage and grade to mill. This
risk is related to the irregular configuration of the ore body which, even with
the tight cut-and-fill stoping method used, could make achievement of a dilution
thickness of one foot impossible to achieve in practice.

         Mining Cost. As part of the project risk assessment, sensitivities were
run on various mining costs. Due to uncertainties about actual ground conditions
and productivities, these costs are only predictable within a broad range and
the predictions may not be valid. Increased actual mining costs may have a
material adverse effect on the viability of the Turquoise Ridge project and on
us.

         Hydrology. Drainage of the ore body and surrounding rock will be
critical to the achievement of the mining efficiencies and costs estimated by
the study. If the deposit is not drained and water remains in this clay-rich
environment, mining conditions could worsen, and ground support costs would
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
us may be insufficient to meet estimated amounts needed to treat water pumped
from Turquoise Ridge during dewatering. Currently, the infiltration basins are
accepting and disposing of all water delivered from both the Getchell
Underground and the Turquoise Ridge mines.

         Geotechnical Considerations. The Turquoise Ridge ore zones may contain
areas of localized poor ground conditions. As a result, we may be required to
make expenditures on additional ground support.

DEPENDENCE ON A SINGLE PROPERTY

         All of our revenues are derived from our mining and milling operations
at the Getchell Property. If the operations at the Getchell Underground or
Turquoise Ridge mines, or at any of our processing facilities, are reduced,
interrupted or curtailed, our ability to generate future revenues and profits
could be materially adversely affected.

IMPACT OF HEDGING ACTIVITIES AND OTHER PRECIOUS METAL CONTRACT COMMITMENTS

         Precious metals contracts between us and various counterparties involve
the requirement that we deliver gold to the counterparty at agreed-upon prices.
If the counterparty is unable to fulfill its purchase obligations, there is no
guarantee that we will be able to receive the agreed-upon sales price in the
open market. If we are unable to produce sufficient gold to meet our hedging
contract obligations, we may be obligated to purchase such gold at the then
market price. We cannot assure that we will have the funds necessary to purchase
such gold or that we will be able to do so without causing a material adverse
effect on us.

         Our accounting treatment for hedging and other precious metal contract
commitments is outlined in Notes 2 and 3 to our consolidated financial
statements included in Item 8 "-Financial


                                     Page 20

<PAGE>   21


Statements and Supplementary Data" of our Annual Report on Form 10-K for the
year ended December 31, 1998.

DEPENDENCE ON KEY PERSONNEL

         We are dependent on the services of certain key officers and employees,
including our Chief Executive Officer, our Chief Financial Officer, our Chief
Operating Officer, our Chief Administrative Officer and our Vice President of
Exploration. 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 us. We currently do not have
key person insurance. We have entered into Termination Agreements with our Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief
Administrative Officer and Vice President of Exploration 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, we expect that
we will require a significant number of additional skilled employees. We face
intense competition from other mining companies in connection with the
recruitment and retention of such employees. Additionally, although we do not
currently have any unionized employees, we cannot assure that unionization will
not occur in the future.

GOVERNMENT REGULATION

         Safety. Our mining operations 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. It is our policy to comply
with applicable directives and regulations of MSHA and OSHA.

         On February 15, 1999, a mine site accident involving the Turquoise
Ridge mine's underground compressed air system resulted in the death of one of
our employees. The State of Nevada and Mine Safety and Health Administration of
the United States Department of Labor ("MSHA") investigated the accident. Upon
conclusion of its investigation, MSHA issued two citations with respect to the
incident, which have not yet been assessed. An additional order was issued by
MSHA and a notice issued by the State of Nevada to Getchell relating to the
compressed air connections in use underground. A hearing was held in front of a
Federal Administrative Law Judge at which the judge issued a ruling from the
bench that Getchell was not in violation of the MSHA standard. The judge will
issue a written ruling, and the agency will have 30 days from issuance to
appeal.

         The State of Nevada refused to extend the time allowed us to correct
the alleged problem from March 30, and a temporary restraining order was issued
against the State by a state court judge prohibiting Nevada from enforcing the
order. The state court judge subsequently denied our motion for a preliminary
injunction on May 10. We filed a Motion for Reconsideration and a Motion for
Stay Pending Appeal on May 12. We dispute both the MSHA and State claims and
intend to vigorously defend ourself in these matters. We do not believe these
matters will have a material adverse effect on Getchell.


                                     Page 21

<PAGE>   22


         Current Environmental Laws and Regulations. We must comply with
environmental standards, laws and regulations that may result in greater or
lesser costs and delays depending on the nature of the regulated activity and
how the regulations are implemented by the regulatory authority. The costs and
delays associated with compliance with such laws and regulations could stop us
from proceeding 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. We have made, and expect to make in the future, significant
expenditures to comply with such laws and regulations. These requirements
include regulations under many state and federal laws and regulations,
including:

         o        the Comprehensive Environmental Response, Compensation and
                  Liability Act of 1980 ("CERCLA" or "Superfund") which
                  regulates and establishes liability for the release of
                  hazardous substances;

         o        the Endangered Species Act ("ESA") which identifies endangered
                  species of plants and animals and regulates activities to
                  protect these species and their habitats;

         o        the Clean Water Act;

         o        the Clean Air Act;

         o        the Resource Conservation and Recovery Act for disposal of
                  hazardous waste ("RCRA");

         o        the Migratory Bird Treaty Act;

         o        the Safe Drinking Water Act;

         o        the Emergency Planning and Community Right-to-Know Act;

         o        the Federal Land Policy and Management Act;

         o        the National Environmental Policy Act;

         o        the National Historic Preservation Act; and

         o        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
such as ours, whose mineral extraction and beneficiation wastes are not
regulated as hazardous wastes under RCRA.

         Regulations promulgated under Section 313 of the Emergency Planning and
Community Right to Know Act have significantly expanded Toxic Release Inventory
("TRI") reporting requirements to include the metal mining industry. We expect
to incur additional costs in complying with the new TRI reporting requirements.
The public availability of the TRI reports, which must be filed with the EPA by
July 1, 1999, could adversely affect us, along with the rest of the metal mining
industry.

         Environmental laws and regulations may also have an indirect impact on
us, such as increased cost for electricity due to acid rain provisions of the
Clean Air Act Amendments of 1990. Charges by refiners to which we sell our
metallic concentrates and products have


                                     Page 22
<PAGE>   23


substantially increased over the past several years because of requirements that
refiners meet revised environmental quality standards. We have no control over
the refiners' operations or their compliance with environmental laws and
regulations.

         Potential Legislation. Changes to the current laws and regulations
governing the operations and activities of mining companies, including changes
in permitting, environmental, title, health and safety, labor and tax laws, are
actively considered from time to time. We cannot predict such changes, and such
changes could have a material adverse impact on our business. Expenses
associated with the compliance with such new laws or regulations could be
material. Further, increased expenses could prevent or delay exploration or
development projects and could therefore affect future levels of mineral
production.

ENVIRONMENTAL MATTERS

         Environmental Liability. We are 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 our mineral exploration,
development and production.

         The gold ore located on the Getchell Property and the existing tailings
ponds, and the waste rock piles located on the Getchell Property contain
relatively high levels of arsenic compounds. The milling of such ore involves
the use of other toxic substances, including, but not limited to, sodium
cyanide, sodium hydroxide, sulfuric acid and nitric acid.

         Environmental liability may result from mining activities conducted by
others prior to our ownership of a property. Historic mining disturbances,
facilities, waste materials and other discrete areas of potential contamination
associated with the production of gold, tungsten, and molybdenum between 1937
and 1969 by previous owners and operators are contained within the area of the
Getchell Property. Under CERCLA and other federal, state and local environmental
laws, ordinances, and regulations, a current or previous owner or operator of
real property may be liable for the costs of removal or remediation of hazardous
or toxic substances on, under or in such property or other property to which the
substances may have migrated. Such laws may impose liability whether or not the
owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances. In connection with our current or prior ownership
or operation of property or facilities, we may be potentially liable for any
such costs or liabilities. Although we are currently not aware of any material
environmental claims pending or threatened against us, we cannot assure that a
material environmental claim will not be asserted against us.

         To the extent we are subject to environmental liabilities, the payment
of such liabilities or the costs that we may incur to remedy environmental
pollution would reduce funds otherwise available to us and could have a material
adverse effect on us. If we are unable to fully remedy an environmental problem,
we 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 us. We have not
purchased insurance,


                                     Page 23
<PAGE>   24


including insurance for potential liability for pollution and other hazards as a
result of the disposal of waste products occurring from exploration and
production for environmental risks, because it is not generally available at a
reasonable price.

         Environmental Permits. All of our exploration, development, production
and restoration activities are subject to regulation and permitting under one or
more of the various state and federal environmental laws and regulations. Many
of the regulations require that we obtain permits for specific activities. We
must update and review our permits from time to time, and these permits are
normally subject to environmental impact analyses and public review processes
prior to approval of the activity. It is possible that future changes in
applicable laws, regulations and permits or changes in their enforcement or
regulatory interpretation could have a significant impact on some portion of our
business, causing those activities to be economically re-evaluated at that time.

         Restoration. We accrue expenses over the productive life of our mine
for anticipated costs associated with restoration of the mine site. Permanent
closure of the mining and milling operations and the reclamation of the
disturbed land to a productive use may result in restoration costs. This
includes restoration of historic and current mining and milling operations and
associated land disturbances. Restoration takes place concurrent with and after
the productive life of mining 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 facilities or
surface disturbances, and the potential for recognition in the future of
additional activities needed for restoration. In accordance with applicable
state and federal laws, we posted a reclamation bond of $4.5 million in 1998
based on previously permitted activities. This bonding amount was under normal
periodic review with state and federal agencies and is expected to be revised in
1999. As of March 31, 1999, the total estimated restoration costs for the
current disturbances on the Getchell Property were $5.4 million. At March 31,
1999, the total estimated restoration costs at the planned future full level of
development were $8.7 million, of which we had accrued $2.7 million at March 31,
1999. The amount of total estimated restoration costs will increase over time as
the planned future full level of development is approached. Additional increases
may occur as expanded mining and mineral processing activities are proposed and
regulatory requirements become more stringent or additional requirements are
added.

MINING RISK AND INSURANCE

         The gold mining industry is generally subject to a number of risks and
hazards including: 

         o        environmental hazards;

         o        industrial accidents;

         o        labor disputes;

         o        the encounter of unusual or unexpected geological conditions;

         o        slope failures;

         o        changes in the regulatory environment; and

         o        natural phenomena such as inclement weather conditions,
                  floods, blizzards and earthquakes.


                                     Page 24

<PAGE>   25


         Such occurrences could result in:

         o        damage to, or destruction of, mineral properties or production
                  facilities;

         o        personal injury or death;

         o        environmental damage;

         o        delays in mining;

         o        monetary losses; and

         o        possible legal liability.

         We maintain insurance against risks that are typical in the gold mining
industry and in amounts that we believe to be reasonable, but which may not
provide adequate coverage in certain unforeseen circumstances. However, we have
not purchased insurance, including insurance against certain liabilities for
environmental pollution or other hazards as a result of exploration and
production, against certain risks because such coverage is not generally
available at a reasonable price to us or to other companies within the industry.
This lack of coverage could result in material economic harm to us.

TITLE TO PROPERTIES

         Certain of our mineral rights consist of "unpatented" mining claims
created and maintained in accordance with the General Mining Law. Unpatented
mining claims are unique U.S. property interests, and are generally considered
to be subject to greater title risk than other real property interests because
the validity of unpatented mining claims is often uncertain. This uncertainty
arises, in part, out of the complex federal and state laws and regulations under
the General Mining Law. Also, unpatented mining claims are always subject to
possible challenges of third parties or contests by the federal government. The
validity of an unpatented mining claim, in terms of both its location and its
maintenance, is dependent on strict compliance with a complex body of federal
and state statutory and decisional law. In addition, there are few public
records that definitively control the issues of validity and ownership of
unpatented mining claims.

         In recent years, the U.S. Congress has considered a number of proposed
amendments to the General Mining Law. Although no such legislation has been
adopted to date, we cannot assure you that such legislation will not be adopted
in the future. If ever adopted, such legislation could, among other things,
impose royalties on gold production from currently unpatented mining claims
located on federal lands. If such legislation is ever adopted, it could have an
adverse impact on earnings from our operations, it could reduce estimates of our
present probable reserves and it could reduce the amount of our future
exploration and development activity on federal lands.


                                     Page 25

<PAGE>   26


PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

10(a)  - Loan Agreement dated April 30, 1999, by and between Toronto Dominion
         (Texas), Inc. and the Company.

27.    - Financial Data Schedule.

REPORTS ON FORM 8-K

         No reports on Form 8-K were filed by the registrant in the quarter
ended March 31, 1999.


                                     Page 26

<PAGE>   27


                                   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

       May 14, 1999             By:  /s/ G. W. Thompson
            Date                 G. W. Thompson, President, 
                                 Chief Executive Officer and Director



       May 14, 1999             By: /s/ Donald S. Robson
            Date                 Donald S. Robson, Vice President and Chief 
                                 Financial Officer (Principal Financial Officer)





                                     Page 27

<PAGE>   28

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO.                 DESCRIPTION
-------             -----------
<S>    <C>
10(a)  - Loan Agreement dated April 30, 1999, by and between Toronto Dominion
         (Texas), Inc. and the Company.

27.    - Financial Data Schedule.
</TABLE>