SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934
For the quarterly period ended March 31, 1998

                                       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                     30,786,351 on April 28, 1998

                                     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)



                                                        Three Months Ended
                                                             March 31,
                                                      ---------------------
                                                         1998         1997
                                                       -------      -------
Net sales                                              $10,803      $14,862
Cost of sales                                           15,033       19,811
                                                       -------      -------
     Gross margin                                       (4,230)      (4,949)
General and administrative expenses                        921        3,120
Exploration expenses                                        98          572
                                                       -------      -------
     Loss from operations                               (5,249)      (8,641)
Interest expense, net of capitalized interest             (192)        (221)
Interest and other income                                  535          883
                                                       -------      -------  
     Net loss                                          $(4,906)     $(7,979)
                                                       =======      =======

     Basic loss per common share                       $ (0.18)     $ (0.31)
                                                       =======      =======

     Weighted average number of shares outstanding      27,901       25,935
                                                      ========      =======

        The accompanying notes are an integral part of these statements.


                                     Page 2
<PAGE>
                    GETCHELL GOLD CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                        (In thousands, except share data)
                                                         March 31,  December 31,
                                                           1998         1997
                                                         --------     --------
                                     ASSETS
Current assets:
   Cash and cash equivalents                             $ 80,960     $ 34,247
   Accounts receivable:
        Trade                                               2,158        1,790
        Employee                                              233          182
        Other                                                 306          261
                                                         --------     --------
             Total accounts receivable                      2,697        2,233
                                                         --------     --------
                                                     
   Inventories:  
        Ore and ore in process                              1,475        1,873
        Materials and supplies                             10,381       10,873
                                                         --------     --------
             Total inventories                             11,856       12,746
                                                         --------     --------
   Prepaid expenses                                           852          808
                                                         --------     --------
             Total current assets                          96,365       50,034
Property, plant and equipment, net                        207,665      188,242
Other                                                         125          211
                                                         --------     --------
             Total assets                                $304,155     $238,487
                                                         ========     ========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                      $  9,984     $ 13,506
   Accrued expenses                                         2,368        2,258
   Current portion of capital lease obligations             2,820        2,248
   Stock appreciation rights                                  963        1,238
   Other                                                      171          198
                                                         --------     --------
             Total current liabilities                     16,306       19,448
Long-term debt, principally ChemFirst Inc.                 27,057       27,057
Capital lease obligations, less current portion            10,000        6,685
Deferred income taxes                                       1,809        1,809
Reclamation liabilities                                     2,739        2,701
Other liabilities                                           1,480          892
                                                         --------     --------
             Total liabilities                             59,391       58,592
                                                         --------     --------
Commitments and contingencies                                 -            -
Stockholders' equity:
  Preferred stock, $0.0001 par value; 10,000,000
       shares authorized; none issued                         -            -
  Common stock, $0.0001 par value; 50,000,000
       shares authorized; issued and outstanding
       30,786,351 at March 31, 1998 and 26,784,351
       at December 31, 1997                                     3            3
  Contributed and paid-in capital                         290,755      220,979
  Accumulated deficit                                     (45,994)     (41,087)
                                                         --------     --------
             Total stockholders' equity                   244,764      179,895
                                                         --------     --------
             Total liabilities and stockholders' equity  $304,155     $238,487
                                                         ========     ========
        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)

                                                            Three Months Ended
                                                                 March 31,
                                                          ----------------------
                                                             1998         1997
                                                          ---------    ---------
Cash flows from operating activities:
     Net loss                                             $ (4,906)    $ (7,979)
     Adjustments to reconcile net loss to net cash
          provided by (used in) operating activities:
          Depreciation, depletion and amortization           2,596        2,356
          Unrealized hedging (loss) gain, net                  (27)         362
          Change in stock appreciation rights                 (275)       2,463
          Other                                                -            161
          Net change in operating assets and liabilities:
               Accounts receivable                            (464)        (256)
               Inventories                                     890           (4)
               Prepaid expenses                                (44)         400
               Accounts payable                             (3,147)      (2,650)
               Accrued expenses                                110          459
               Other liabilities                               626          607
                                                          --------     -------- 
                    Cash used in operating activities       (4,641)      (4,081)
                                                          --------     --------

Cash flows used in investing activities:
     Additions to property, plant and equipment            (17,990)     (10,803)
                                                          --------     --------

Cash flows from financing activities:
     Proceeds from issuance of common stock                 69,774       47,679
     Principal payments under capital lease obligation        (516)        (464)
     Other                                                      86            -
                                                          --------     --------
                    Cash provided by financing activities   69,344       47,215
                                                          --------     --------

Net increase in cash and cash equivalents                   46,713       32,331
Cash and cash equivalents at beginning of period            34,247       64,130
                                                          --------     --------
Cash and cash equivalents at end of period                $ 80,960     $ 96,461
                                                          ========     ========

        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, 1997.

(2)  $73 MILLION PUBLIC EQUITY OFFERING
     In March 1998,  the Company  completed an equity  offering of 4,002,000
common  shares which  resulted in net  proceeds to the Company of $69.8  million
after offering costs and expenses of $3.2 million.  Net proceeds of the offering
will be used for the  completion of the Company's  Turquoise  Ridge mine, for an
increase in mill  capacity,  for  exploration  on its Getchell  property and for
general corporate purposes.

(3) 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.

     At March 31, 1998, the Company's  outstanding  spot deferred  contracts
were for 250,000 ounces at a projected average price of $323 per ounce. Of these
contracts,  90,000  ounces were for  delivery  in 1998 at a  projected  weighted
average price of $336 per ounce,  130,000  ounces were for delivery in 1999 at a
projected  weighted  average  price of $313 per ounce and 30,000 ounces were for
delivery in 2000 at a projected  weighted average price of $323 per ounce. Based
on the market price of gold at March 31, 1998, the unrealized  gains on the spot
deferred contracts were $5.5 million.

     Additionally,  in November  1997,  the Company  entered  into a forward
sales contract covering the sale of 250,000 ounces of gold with an option by the
counterparty to purchase up to an additional 225,000 ounces of gold, if the gold
price equals or exceeds  certain price  increments.  The agreement calls for the
Company to deliver 50,000 gold ounces on December 31

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

in each of the  years  1998  through  2002 and up to an  additional  75,000
ounces of gold in each of the years  2000 to 2002.  Deliveries  in 1998 and 1999
will be at approximately  $355 per gold ounce,  while deliveries in 2000 through
2002 will be at  approximately  $343 per ounce.  These  forward  selling  prices
assume a constant  future gold lease rate of 2%. The actual forward prices under
the contract are adjusted up or down based on the actual future gold lease rate.
The option  feature of the  contract is similar to a written  call  option.  The
premium  related to the option feature is included in the forward sales price of
the 250,000 ounces of gold. For accounting purposes, the contract sales price of
the 250,000 ounces of gold will be allocated between the forward sales component
of the contract and the premium for the embedded option.  The revenue associated
with the forward sales  component of the contract  will be  recognized  when the
gold is  delivered.  The option  premium  portion of the forward  sales price is
deferred,  adjusted for changes in market value of the option, and recognized in
earnings when the option  expires or is exercised.  This  transaction is further
detailed in the Company's Annual Report on Form 10-K for the year ended December
31, 1997.

     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, 1998, the Company had outstanding European call
option  contracts  for 10,000  ounces of gold at a price of $310 per ounce which
expire in 1998 and  contracts  for 60,000  ounces of gold at a price of $400 per
ounce  which  expire in 1999.  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.


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

                                                         At             At
                                                      March 31,     December 31,
                                                        1998           1997
                                                      --------       --------
Land and land improvements                            $ 14,215       $ 14,214
Buildings and equipment                                125,318        124,249
Mine development                                        57,385         54,929
Construction-in-progress                               107,267         88,742
                                                      --------       --------
         Total property, plant and equipment           304,185        282,134
Accumulated depreciation, depletion and amortization   (96,520)       (93,892)
                                                      --------       --------
         Net property, plant and equipment            $207,665       $188,242
                                                      ========       ========



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

     Capitalized mine development and  construction-in-progress at March 31,
1998 and December 31, 1997 are comprised of the following (in thousands):


                                                      At                At
                                                   March 31,        December 31,
                      Project                        1998              1997
                                                   --------           --------
Mine Development:
Getchell Underground mine                          $ 47,159           $ 45,043
Turquoise Ridge mine                                  4,402              4,079
Other projects                                        5,824              5,807
                                                   --------           --------
                                                   $ 57,385           $ 54,929
                                                   ========           ========

Construction in Progress:
Getchell Underground mine                          $  1,294           $  1,486
Turquoise Ridge mine                                 89,492             72,075
Mill improvements                                    16,455             15,015
Other projects                                           26                166
                                                   --------           --------
                                                   $107,267           $ 88,742
                                                   ========           ========

     Depletion of mine  development  and  construction  costs related to the
Turquoise  Ridge mine and other projects will begin once  commercial  production
has been achieved.  Depreciation and depletion expense was $2.6 million and $2.4
million for the three months ended March 31, 1998 and 1997, respectively.

     Capitalized interest was $0.4 million for both the three months ended March
31, 1998 and 1997.

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

                                                       Three Months Ended
                                                            March 31,
                                                   ---------------------------
                                                      1998            1997
                                                   -----------     -----------
Interest, net of amounts capitalized               $     (261)     $     (163)
Income taxes paid                                  $         -     $         -

     Capital  lease  obligations  of $4.4 million  were  incurred to acquire
equipment during the quarter ended March 31, 1998.


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



(6)  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  September  1997 and October  1996,  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,  1990,  1991 and 1992. The Company's  share of
the  asserted  deficiency  for 1989 through  1994,  including  interest,  totals
approximately  $5.5  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  provided for any liabilities that may result from the outcome
of this matter.

Major Contracts
     The  Company  has an  agreement  with  an  independent  contractor  who
provides oxygen for the autoclave  process in the mill. The agreement  requires,
among other things,  that the Company must pay the  independent  contractor at a
rate (subject to future adjustments for inflation) of approximately $0.2 million
a month.  The Company is also obligated to a termination  fee if the contract is
terminated  prior to January 2004. The  termination  fee is $2.4 million in 1998
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
are recorded as operating costs,  except for royalties on ounces produced in the
development  phase of the Turquoise Ridge mine, in which case such royalties are
offset against the revenue on these ounces.  Royalties  amounted to $0.2 million
and $0.1 million for the quarters ended March 31, 1998 and 1997, respectively.

Letter of Credit
     At March 31,  1998,  a $4.5  million  unsecured  letter  of credit  was
outstanding for bonding of a reclamation plan.

                                     Page 8
<PAGE>
ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

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

Results of Operations
     The Company  reported a net loss of $4.9  million,  or $0.18 per share,
for the quarter  ended March 31, 1998  compared with a net loss of $8.0 million,
or $0.31 per share,  for the quarter  ended  March 31,  1997.  Lower  operating,
general and  administrative  ("G&A") and  exploration  expenses more than offset
lower sales revenue for the first quarter of 1998. Lower sales revenues resulted
from lower gold prices and the  Company's  December 1997 decision to suspend the
processing of low grade stockpile ore.

     Sales  revenues of $10.8 million in the first quarter of 1998 were down
from $14.9 million in the first quarter of 1997. A lower average  realized price
per ounce of gold sold and lower  ounces of gold sold  resulted in $1.7 and $2.4
million of lower  sales  revenue,  respectively,  for the first  quarter of 1998
compared to the first quarter of 1997.

                                                    Quarter Ended
                                                      March 31,
                                              -------------------------
                                                 1998          1997
                                              -----------   -----------
Ounces of gold sold                             31,021*       37,217
Average realized price per ounce                 $348          $394
Average market price per ounce                   $297          $349

     * Does not include  1,551 ounces of gold sold from the  development  of
Turquoise Ridge for which the revenues, net of production expenses,  were offset
against the capital costs of the project.

     The  Company  hedged a portion of its  production,  which  resulted  in
higher  realized  prices than the average market prices.  At March 31, 1998, the
Company's  outstanding  spot  deferred  contracts  were for 250,000  ounces at a
projected  average price of $323 per ounce.  Of these  contracts,  90,000 ounces
were for  delivery in 1998 at a  projected  weighted  average  price of $336

                                     Page 9
<PAGE>
per ounce,  130,000  ounces were for  delivery  in 1999 at a projected  weighted
average price of $313 per ounce and 30,000 ounces were for delivery in 2000 at a
projected weighted average price of $323 per ounce.

     Additionally,  in November 1997,  the Company  entered into a forward sales
contract  covering  the sale of  250,000  ounces  of gold  with an option by the
counterparty to purchase up to an additional 225,000 ounces of gold, if the gold
price equals or exceeds certain price increments.  For accounting purposes,  the
contract sales price of the 250,000 ounces of gold will be allocated between the
forward sales component of the contract and the premium for the embedded option.
The revenue  associated with the forward sales component of the contract will be
recognized when the gold is delivered. The option premium portion of the forward
sales price is deferred, adjusted for changes in market value of the option, and
recognized in earnings when the option expires or is exercised. This transaction
is further  detailed in the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 1997.

     Mill feed for the first quarter of 1997 consisted of approximately  62%
low-grade  stockpile  ore. A fine-grind  plant was added to the mill in December
1997 improving throughput and recovery. Operating results at the mill, including
the processing of development ore from the Turquoise Ridge mine during the first
quarter of 1998, are as follows:

                                                            Quarter Ended
                                                              March 31,
                                                      -------------------------
                                                         1998           1997
                                                      -----------    ----------
Ore milled (dry tons)                                   100,083       270,245
Average grade of ore milled (ounces per ton)             0.352         0.158
Average gold recovery                                    90.7%         86.6%

                                    Page 10
<PAGE>
     Ore  production  from the Getchell  Underground  mine  decreased in the
first  quarter of 1998 compared to the first quarter of 1997 due to the December
1997 decision to focus production at the Getchell Underground mine on the higher
grade Northwest ore zones; however,  the average grade of ore mined  increased.
Following are the operating results from the Getchell Underground mine.

                                                            Quarter Ended
                                                               March 31,
                                                     --------------------------
                                                         1998          1997
                                                     ------------   -----------
Ore mined (dry tons)                                    87,607        105,578
Ore mined per operating day (dry tons)                   996           1,200
Average grade of ore mined (ounces per ton)             0.372          0.282
Contained ounces (before recoveries)                    32,609        29,814
Underground mining costs per ton                        $51.53        $53.65

     Cost of sales was $15.0  million in the first  quarter  of 1998,  down from
$19.8  million  in the  first  quarter  of  1997.  Milling,  mine  site  G&A and
underground  mining costs were lower in the 1998 quarter as compared to the same
period in 1997. The decrease in the milling costs was primarily due to the lower
volume  of ore  processed.  Mine  site  G&A  costs  decreased  primarily  due to
adjustments  for Stock  Appreciation  Rights  ("SARS") as discussed  below.  The
decrease in mine site G&A as well as the  underground  mining costs also reflect
the negative  effects the 1997 operating  disruptions  had on these costs in the
1997 quarter.

     Cash costs per ounce  were $400 and $462 for the first  quarter of 1998
and 1997,  respectively.  Milling  and mine site G&A cash  costs per ounce  were
lower in 1998 due to lower total costs,  partially offset by higher  underground
mining cash costs per ounce in 1998 due to the lower ounces produced in 1998.

     The decreases in corporate and mine site G&A and  exploration  costs in the
first  quarter of 1998 as compared to the first  quarter of 1997 were  primarily
due to non-cash  adjustments  associated with the grant in February 1997 of SARS
for certain corporate executives and key employees. As a result of a decrease in
the market price of the  Company's  Common Stock from December 31, 1997 to March
31, 1998, a $0.3 million  reduction in compensation  expense related to the SARS
was recorded in the first  quarter of 1998,  of which $0.2 million was allocated
to corporate G&A and $0.1 million was allocated  approximately  equally  between
mine  site G&A and  exploration.  This  compared  to $2.5  million  recorded  as
compensation  expense the first quarter of 1997 for the issuance of the SARS, of
which $1.6  million,  $0.6 million and $0.3  million were allocated to corporate
G&A, mine site G&A and exploration, respectively.

                                    Page 11
<PAGE>
     Interest and other income of $0.5 million in the first  quarter of 1998
was lower than the $0.9  million in the first  quarter of 1997 due to lower cash
and cash equivalent balances throughout the first quarter of 1998.

Liquidity and Capital Resources
     During the first quarter of 1998, the Company  consumed $4.6 million of
cash in  operations  and $18.0  million in  capital  expenditures.  The  capital
expenditures  included  $12.8 million on the Turquoise  Ridge mine  development,
$2.2 million on the Getchell  Underground  mine,  $2.2 million on the mill, $0.3
million  on  development  drilling  and  $0.5  million  on  other  items.  Total
expenditures  on the Turquoise  Ridge mine  construction  through March 31, 1998
were $68.8 million with an additional $4.4 million of mobile  equipment  leased.
An estimated $23 million is expected to be spent to complete the construction of
the mine,  although there can be no assurances that actual expenditures will not
differ materially from this amount.

     In March 1998,  the Company  completed an equity  offering of 4,002,000
common shares at $18.25 per share which  resulted in net proceeds to the Company
of $69.8 million after offering costs and expenses of $3.2 million.  As of March
31, 1998, cash and cash equivalents were $81.0 million.

     The Company does not expect  positive cash flow from  operating  activities
earlier than the third quarter of 1998,  although there can be no assurance that
there will be cash flow from operations at that time.  Approximately $55 million
is expected to be spent on capital  projects in 1998,  including  the  Turquoise
Ridge mine as discussed,  modifications  to the mill,  the Getchell  Underground
mine development,  equipment and development drilling,  although there can be no
assurance that actual  expenditures will not differ materially from this amount.
The Company  plans on  financing  these  capital  development  projects  and its
operations  from  the  existing  cash  and cash  equivalents.  If there  are any
shortfalls in funds required to meet these needs such funds may be  supplemented
by additional funds raised through borrowings or securities offerings. There can
be no assurance that additional funding will be available on favorable terms, if
at all.

     The principal  balance of the Company's  promissory note with ChemFirst
was $26.9 million at March 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  based on the
Company's  leverage  ratio.  The  interest  rate was 6-22/32% at March 31, 1998.
Since the inception of the promissory note, interest has been capitalized to the
note at the end of each interest period.

                                    Page 12
<PAGE>
Risk Factors
     Readers should carefully  consider the risk factors set forth below, as
well as all of the other  information  in this document and the Annual Report of
the Company on Form 10-K for the year ended December 31, 1997.

Gold Price Volatility
     The Company's profitability is significantly affected by changes in the
price of gold.  Gold prices may fluctuate  widely.  In January 1998,  the market
price of gold  declined to levels that were the lowest in over  eighteen  years.
Gold  prices are  affected  by  numerous  industry  factors,  such as demand for
precious metals, forward selling by producers,  central bank sales and purchases
of gold  and  production  and  cost  levels  in  major  gold-producing  regions.
Moreover,  gold  prices are also  affected  by  macro-economic  factors  such as
expectations for inflation,  interest rates,  currency exchange rates and global
or regional political and economic situations. The current demand for and supply
of gold affects gold prices,  but not  necessarily in the same manner as current
demand and supply affect the prices of other  commodities.  The potential supply
of gold  consists of new mine  production  plus  existing  stocks of bullion and
fabricated  gold  held  by  governments,   financial  institutions,   industrial
organizations  and  individuals.  Since  mine  production  in  any  single  year
constitutes a very small portion of the total potential  supply of gold,  normal
variations in current production do not necessarily have a significant effect on
the supply of gold or on its  price.  If the  Company's  realized  price  should
decline below the Company's expected cash costs of production and remain at such
levels  for  any  sustained  period,  there  could  be  material  delays  in the
development of new projects, increased net losses, reduced cash flow, reductions
in reserves, asset impairments or cessation of production.

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

        Calendar Year                                Price Per Ounce
                                                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.......................................     $367     $283    $331
1998 (Through April 28)....................     $313     $279    $297

     The London P.M. Fix on April 28, 1998, was $308 per ounce.

                                    Page 13
<PAGE>
Continuing Losses
     The Company  reported  net losses of $4.9 for the  quarter  ended March 31,
1998,  and $19.4 million and $14.0 million for the years ended December 31, 1997
and 1996, respectively,  $5.0 million for the six months ended December 31, 1995
and $18.4 million for the fiscal year ended June 30, 1995.  The Company  expects
to continue to experience  losses until higher grade ore from Turquoise Ridge or
other sources is produced,  which other sources could include sources  presently
being  explored or  developed by the  Company.  There can be no  assurance  that
sources of higher grade ores will be developed by the Company.

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") or  Mineral  Resource  Development,  Inc.
("MRDI"). The reserves confirmed by MDA or 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 $350 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.

Project Development Risks
     The Company from time to time engages in the development of new ore bodies.
Specific risks associated with the Company's  development of the Turquoise Ridge
mine are  discussed  below.  The  Company's  ability to sustain or increase  its
present  level  of gold  production  is  dependent  in  part  on the  successful
development  of  such  new  ore  bodies  and/or  expansion  of  existing  mining
operations.  The economic  feasibility of any such development  project, and all
such projects  collectively,  is based upon,  among other  things,  estimates of
reserves,  metallurgic recoveries,  capital and operating costs of such projects
and future gold prices.  Development projects are also subject to the successful
completion of feasibility studies,  issuance of necessary permits and receipt of
adequate financing.

     Development  projects  have no  operating  history  upon  which to base
estimates  of  future  cash  operating  costs  and  capital   requirements.   In
particular, estimates of reserves, metal recoveries and cash operating costs are
to a large extent based upon the  interpretation  of geologic data obtained from
drill holes and other sampling  techniques and feasibility  studies which derive
estimates of cash operating costs based upon  anticipated  tonnage and grades of
ore to be mined

                                    Page 14
<PAGE>
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 commercial  production were estimated to be $23 million at March
31, 1998. The Company  intends to finance the completion of the Turquoise  Ridge
mine with its existing cash and cash equivalents. There can be no assurance that
the cash and cash  equivalents  required to advance the Turquoise  Ridge mine to
commercial  production  will be available.  If there are any shortfalls in funds
required to meet these needs such funds may be supplemented by additional  funds
raised  through  borrowings or securities  offerings.  There can be no assurance
that additional funding will be available on favorable terms, if at all.

 Reserves.  There can be no assurance  that the  probable  reserves set forth in
MRDI and MDA's  reserve  reports  for  Turquoise  Ridge and the 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 0.75 ounces per ton.
Small  changes  in cutoff  grade  can cause  large  shifts in the  reserves.  If
dilution  and/or mining costs related to poor ground  conditions are higher than
expected, the reserves could be substantially reduced, resulting in a shortening
of mine life and a reduced or negative cash flow.

 Dilution.  The tonnage and grade of the mill feed  material  was  estimated  by
applying  dilution  factors to certain  resource data.  The dilution  agents are
backfill,  waste from the back of overcut  crosscuts  and  drifts,  and from the
walls.  In the case of the latter  two,  MRDI  assumed  that  there  would be an
average  of one foot of back  and wall  dilution.  MDA  used  approximately  15%
dilution and 95% recovery of the minable  reserve.  If this dilution  increases,
there will be  corresponding  negative effects on the tonnage and grade to mill.
This risk is related to the irregular  configuration of the ore body which, even
with the tight  cut-and-fill  stoping method used,  could make  achievement of a
dilution thickness of one foot impossible to achieve in practice.

 Production  Shaft  Completion.  Completion of the  production  shaft,  which is
expected no earlier than the third quarter of 1998,  is an aggressive  schedule.
Delay  in  this  construction   would

                                    Page 15
<PAGE>
necessitate  removing  ore through the  Ventilation  Shaft,  which is  basically
designed for waste and the limited ore from early production.  Additionally, the
availability of the final  ventilation  circuit required for mining depends upon
the completion of the Production Shaft.

 Mining Cost. As part of the project risk assessment,  sensitivities were run on
various mining costs.  Due to uncertainties  about actual ground  conditions and
productivities,  these costs are only  predictable  within a broad range and the
predictions may not be valid.  Increased 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 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 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.  Currently,  the  infiltration
basins are accepting and disposing of all water delivered from both the Getchell
Underground  and the Turquoise  Ridge mines,  although there can be no assurance
that these conditions will continue.

 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,  the Company may be required to
make expenditures on additional ground support.

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  or Turquoise  Ridge mines,  or at any of the  Company's  processing
facilities, were to be reduced,  interrupted or curtailed, the Company's ability
to generate future revenues and profits could be materially adversely affected.

Exploration
     Mineral  exploration,  particularly for gold, is highly  speculative in
nature,  involves  many risks and is  frequently  unsuccessful.  The  Company is
seeking to expand its reserves only through  exploration  and development at the
Getchell  Property.  There can be no assurance  that the  Company's  exploration
efforts will result in the discovery of any additional  gold  mineralization  or
that any  mineralization  discovered will result in an increase of the Company's
reserves.  If  reserves  are  developed,  it may  take a  number  of  years  and
substantial expenditures from the initial phases of drilling until production is
possible,  during which time the economic  feasibility of production may change.
No assurance can be given that the Company's exploration programs 

                                    Page 16

<PAGE>
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 and Other Precious Metal Contract Commitments
     Precious   metals   contracts   between   the   Company   and   various
counterparties  involve the  requirement  that the Company  deliver  gold to the
counterparty at agreed-upon prices. Should the counterparty be unable to fulfill
its purchase obligations, there is no guarantee that the Company will be able to
receive the  agreed-upon  sales  price in the open  market.  Should  Getchell be
unable to produce sufficient gold to meet its hedging contract obligations,  the
Company may be obligated to purchase such gold at the then market  price.  There
can be no assurance  that the Company will have the funds  necessary to purchase
such gold or that it will be able to do so without  causing a  material  adverse
effect on the Company.

     The Company's accounting treatment for hedging and other precious metal
contract commitments is outlined in Notes 2 and 3 to the Company's  consolidated
financial statements included in Item 8 "-Financial Statements and Supplementary
Data" of the Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997.

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,  its Chief  Administrative  Officer  and its 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 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, 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,  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.  It is the
Company's  policy to comply with  applicable  directives and regulations of MSHA
and OSHA.

                                    Page 17
<PAGE>
     On January 15, 1997, a mine site  accident  involving a 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  subsequently  vacated.  Civil  penalties  for  which the  Company  has been
assessed as the result of such actions were $120,817. A contest of the penalties
and  underlying  violations was filed on March 12, 1998. The Company is awaiting
the  civil  penalty  petition  to file  formal  answers.  The case  will then be
forwarded to the Office of Administrative  Law Judges of the Federal Mine Safety
and Health Review Commission for a hearing.  The Commission  Administrative  Law
Judge may vacate the  penalties,  reduce them, or increase  them, but in no case
will  the  maximum  exceed  $0.3  million.  MSHA is also  conducting  a  special
investigation to determine whether knowing and/or willful violations on the part
of the Company or any agent,  officer or director of the Company  occurred.  The
result of that investigation is unknown,  but could result in 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 material  adverse  effect on the
Company,  no assurance can be given that the outcome of this  investigation will
not have such an effect.

 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 (xi)
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 the Company's, whose mineral extraction and beneficiation wastes are not
regulated as hazardous  wastes under the Resource  Conservation and Recovery Act
("RCRA").  In  September  1997,  the EPA issued  its  National  Hardrock  Mining
Framework.  The Framework  focuses on the EPA's use of its existing  authorities
other than RCRA to address environmental  concerns posed by hardrock mining. The

                                    Page 18
<PAGE>
Company does not  anticipate  that the  Framework  will have a material  adverse
effect on the Company.

     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
April 28, 1998, 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.   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  also occur on both  private  and federal  lands.  Other
legislative initiatives relating to environmental laws potentially applicable to
mining include  proposals to  substantially  alter CERCLA,  the Clean Water Act,
Safe  Drinking  Water  Act,  and  the  ESA,  bills  which  introduce  additional
protection  of wetlands  and various  initiatives  to  increase  the  regulatory
control  over  exploration  and  mining  activities.  Adverse  developments  and
operating  requirements  resulting from these  initiatives  could  substantially
impair the  economic  ability  of the  Company,  as well as  others,  to develop
mineral resources. Because none of these bills have passed and because revisions
to current  versions of these bills could occur prior to passage,  the potential
impact on the Company of such legislative initiatives is not known at this time.

                                    Page 19
<PAGE>
Environmental Matters
 Environmental  Liability.  The  Company  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.

     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,  but not limited to, sodium cyanide,  sodium  hydroxide,
sulfuric acid and nitric acid.

     Environmental   liability  also  may  result  from  mining   activities
conducted by others  prior to the  Company's  ownership of a property.  Historic
mining  disturbances,  facilities,  waste  materials and other discrete areas of
potential   contamination   associated  with  gold,  tungsten,   and  molybdenum
production   between  1937  and  1969  by  previous  owners  and  operators  are
encompassed within the area of the Company's Getchell Property operations. 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 such  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 its current or prior ownership or operation
of property or facilities,  the Company may be  potentially  liable for any such
costs or  liabilities.  Although  the  Company  is  currently  not  aware of any
material environmental claims pending or threatened against it, no assurance can
be given that a material  environmental  claim will not be asserted  against the
Company.

     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.  Such restoration will not necessarily result in removal
of all hazardous substances located on the Getchell Property nor will it relieve
the Company of all  potential  liability  for such  substances  under  CERCLA or
similar laws.

     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. 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.

                                    Page 20
<PAGE>
 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.  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 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 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 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.  The technologies for restoration
are evolving.  Periodic review of the activities and costs for restoration,  and
consequent  adjustments to the ongoing accrual,  are conducted.  The Company has
programs  of  evaluating  various  restoration  technologies  during  mining and
milling operations.  The Company has begun restoration of the Getchell property,
conducts concurrent restoration and anticipates an ongoing program of concurrent
restoration  over the  productive  life of the  mining  operations.  Restoration
activities  have  included  regrading,  fertilizing,   mulching,  seeding,  live
planting, monitoring and restoration research.

     In accordance with  applicable  State and Federal laws, the Company has
posted a reclamation  bond of $4.5 million to cover the costs for reclamation of
the  Getchell  property.  Current  submittals  to expand  the  existing  tailing
facility are expected to increase the bond  requirements to  approximately  $9.0
million.  As of March 31, 1998, the total  estimated  restoration  costs for the
Getchell  Property  were $8.7  million,  of which the Company  had accrued  $2.7
million. The amount of total estimated restoration costs has increased over time
due to

                                    Page 21
<PAGE>
expanded mining activities, requirements for restoring expanded tailing disposal
areas,  and more stringent  regulatory  requirements.  Additional  increases may
occur in the future for the same reasons.

Mining Risk and Insurance
     The gold ore located on the Getchell Property and the existing tailings
ponds and waste dumps located on the Getchell  Property contain  relatively high
levels of arsenic,  and the milling of such ore  involves the use of other toxic
substances, including sodium cyanide, sodium hydroxide, sulfuric acid and nitric
acid. In addition,  the business of gold mining is generally subject to a number
of risks and hazards,  including  environmental  hazards,  industrial accidents,
labor disputes,  the encounter of unusual or unexpected  geological  conditions,
slope failures, changes in the regulatory environment and natural phenomena such
as  inclement  weather  conditions,  floods,  blizzards  and  earthquakes.  Such
occurrences could result in damage to, or destruction of, mineral  properties or
production facilities, personal injury or death, environmental damage, delays in
mining,  monetary  losses and possible legal  liability.  The Company  maintains
insurance  against  risks that are  typical in the gold mining  industry  and in
amounts that the Company  believes to be  reasonable,  but which may not provide
adequate  coverage  in  certain  unforeseen  circumstances.  However,  insurance
against certain risks (including certain liabilities for environmental pollution
or other  hazards  as a  result  of  exploration  and  production)  has not been
purchased  by the  Company as such  coverage  is not  generally  available  at a
reasonable price 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.


                                     Page 22
<PAGE>
PART II.  OTHER INFORMATION
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
27.  -  Financial Data Schedule.

Reports on Form 8-K
     A  report  on Form 8-K was  filed by the  registrant  on  March  12,  1998,
regarding the completion of the Company's underwritten offering of common stock.

                                     Page 23
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                  Getchell Gold Corporation

April 30, 1998    By:  /s/ G. W. Thompson
    Date          G.W. Thompson, President, Chief Executive Officer and Director


April 30, 1998    By: /s/ Donald S. Robson
    Date          Donald S. Robson, Vice President and Chief Financial Officer
                  (Principal Financial Officer)








                                     Page 24