1
UNITED STATES -----------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 -----------------------
OMB NUMBER: 3235-0058
FORM 12b-25 EXPIRES: JUNE 30, 1994
Estimated average burden
NOTIFICATION OF LATE FILING hours per response..2.50
------------------------
------------------------
SEC FILE NUMBER
33-0773-A
------------------------
------------------------
CUSIP NUMBER
35728C 10 0
------------------------
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1996
--------------------------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
-----------------------------------------
- ------------------------------------------------------------------------------
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
- ------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- ------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
Fremont Gold Corporation
- ------------------------------------------------------------------------------
Full Name of Registrant
- ------------------------------------------------------------------------------
Former Name if Applicable
777 Hornby Street, Suite 2000
- ------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Vancouver, B.C. Canada V6Z 1S4
- ------------------------------------------------------------------------------
City, State and Zip Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth
calendar day following the prescribed due
date; or the subject quarterly report of
transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth
calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
(ATTACH EXTRA SHEETS IF NEEDED)
2
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Edward M. Topham 602 264-0018
--------------------------------------- ----------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months (or for such shorter) period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
------------------------------------------------
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
- ------------------------------------------------------------------------------
Fremont Gold Corporation
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 14, 1996 By: /s/ Edward M. Topham
--------------------------- -------------------------------------
Chief Financial Officer, Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
- --------------------------------------------------------------------------------
ATTENTION
INTENTIONAL MISSTATEMENTS OF OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
3
FREMONT GOLD CORPORATION
ATTACHMENT TO
FORM 12b-25
NOTIFICATION OF LATE FILING
FOR QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDING September 30, 1996
CUSIP NO: Common Stock 35728C 10 0
PART III -- NARRATIVE
The last day for the Company to timely file its Form 10-Q for the
quarter ended September 30, 1996 (the "Form 10-Q"), without filing a Form
12b-25, was November 14, 1996.
On July 31, 1996, by means of a share exchange, the Company acquired
Flagship Holding Ltd., a Barbados corporation ("FHL"). The primary reason for
this acquisition was to acquire FHL's 99% subsidiary, Inversiones Mineras Ayl
S.A., a Chilean corporation ("IMSA"). IMSA owns mineral exploration properties
located in Chile and is the Company's primary operating subsidiary. Because of
the timing of this acquisition, the Form 10-Q will be the first periodic report
containing IMSA's financial results in the Company's consolidated financial
statements. Because of difficulties in translating and integrating IMSA's
financial information, the Company has been unavoidably delayed in filing the
Form 10-Q.
The Company believes that all accounting translations will be finalized
prior to November 19, 1996 and the Company will file its Form 10-Q with the
Securities and Exchange Commission no later than November 19, 1996, as
determined by Rule 12b-25(b)(2)(ii) under the Securities Exchange Act of 1934,
as amended.
4
FREMONT GOLD CORPORATION
ATTACHMENT TO
FORM 12B-25
NOTIFICATION OF LATE FILING
FOR QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDING September 30, 1996
CUSIPNO: Common Stock 35728C 10 0
PART IV - OTHER INFORMATION
It is anticipated that significant changes in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report.
During the corresponding period of the last fiscal year the Company was
inactive and incurred insignificant operating expenses. In addition, the
Company had insignificant assets and liabilities reflected on its balance sheet
as of September 30, 1995.
During this reporting period the Company completed the acquisition of
Flagship Holding Ltd., a Barbados corporation ("FHL"). The primary reason for
this acquisition was to acquire FHL's 99% subsidiary, Inversiones Mineras Ayl
S.A., a Chilean corporation ("IMSA").
During this reporting period the Company implemented its business plan
and engaged in the acquisition, exploration and development of mineral
properties, primarily gold and copper properties located in Latin America. The
Company incurred approximately $160,000 in operating expenses. At September 30,
1996, the Company had assets of approximately $1,167,000 primarily comprised of
$752,000 in cash and $387,000 in investments in mineral properties. At
September 30, 1996, the Company had $1,100,000 in current liabilities,
primarily comprised of $740,000 principal amount of Series A Senior Convertible
Notes and $323,000 amounts due to related parties. In addition, the Company
completed placements of its Common Stock in consideration of $340,000.