Registration No. 33-62449 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Registration Statement under The Securities Act of 1933 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 Number) 5460 South Quebec Street, Suite 240 Englewood, Colorado 80111 (303) 771-9000 (Address of principal executive offices) __________________ Donald S. Robson Vice President and Chief Financial Officer Getchell Gold Corporation 5460 South Quebec Street, Suite 240 Englewood, Colorado 80111 (303) 771-9000 (Name, address and telephone number, including area code, of agent for service) Copies to: Tad J. Freese, Esq. Latham & Watkins 505 Montgomery Street, Suite 1900 San Francisco, CA 94111-2586 (415) 391-0600 ____________________ On June 13, 1996, the stockholders of FirstMiss Gold, Inc., a Nevada Corporation ("FirstMiss Gold"), approved the reincorporation in Delaware via merger of FirstMiss Gold with and into its newly formed Delaware subsidiary, Getchell Gold Corporation ("Getchell Gold"), which merger was effected on June 25, 1996. By this amendment, Getchell Gold hereby adopts this Registration Statement No. 33-62449 on Form S-3 as its own for all purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934. This adoption is made pursuant to rule 414(d) as promulgated under the Securities Act of 1933. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 25TH DAY OF JUNE, 1996. GETCHELL GOLD CORPORATION /s/ G.W. Thompson ------------------------------------- By G.W. Thompson President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE --------- ----- ---- /s/ G.W. Thompson President and Chief Executive June 25, 1996 - ----------------------------- Officer (Principal Executive (G.W. Thompson) Officer) and Director /s/ Donald S. Robson Vice President and Chief June 25, 1996 - ----------------------------- Financial Officer (Principal (Donald S. Robson) Financial Officer) /s/ Roger D. Palmer Controller (Principal June 25, 1996 - ----------------------------- Accounting Officer) (Roger D. Palmer) /s/ J. Kelley Williams Director and Chairman June 25, 1996 - ----------------------------- of the Board of Directors (J. Kelley Williams) /s/ Walter A. Drexel Director June 25, 1996 - ----------------------------- (Walter A. Drexel) /s/ Robert C. Horton Director June 25, 1996 - ----------------------------- (Robert C. Horton) /s/ Pete Ingersoll Director June 25, 1996 - ----------------------------- (Pete Ingersoll) /s/ John Racich Director June 25, 1996 - ----------------------------- (John Racich) /s/ Charles E. Stott, Jr. Director June 25, 1996 - ----------------------------- (Charles E. Stott, Jr.) /s/ R. Michael Summerford Director June 25, 1996 - ----------------------------- (R. Michael Summerford) /s/ Al Winters Director June 25, 1996 - ----------------------------- (Al Winters) /s/ Robert L. Zerga Director June 25, 1996 - ----------------------------- (Robert L. Zerga)