1 MAXAM GOLD CORPORATION 528 Fon Du Lac Drive East Peoria, Illinois 61611 (309) 699-8725 May 27, 1998 United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Mr. Richard Wulff Branch Chief, Office of Small Business Review RE: Maxam Gold Corporation, Form No. SB-2, File No. 333-38577 Dear Mr. Wulff: Pursuant to the provision of the Regulation 477 of the Securities Act of 1933, as amended, the registrant, Maxam Gold Corporation (the "Company"), hereby requests that the Securities and Exchange Commission (the "Commission") enter an order permitting the Company to withdraw its registration statement as filed with the Commission, in the above captioned matter. The Company hereby requests permission to withdraw said registration statement for the reason that the warrants proposed to be registered are out-of-the-money and accordingly it is not economical or reasonable to distribute or register the same at this time. The Company has not offered or sold any securities pursuant to the pending registration statement. Based upon the foregoing, the Company does not believe that it will again seek registration of the warrants or underlying shares in the near future. Thank you for your cooperation. Yours truly, MAXAM GOLD CORPORATION BY: /s/ Alan Hubbard, President