-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UTiB2rasusxwy8Q1w+VvvwBvL2xB1IVcG7Cb4MxCsALt0nmUsd5TA8vBAkrwmCV8 Sn7sU80YTucl1MIir0upVw== 0000914233-96-000102.txt : 19961106 0000914233-96-000102.hdr.sgml : 19961106 ACCESSION NUMBER: 0000914233-96-000102 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LA TEKO RESOURCES LTD CENTRAL INDEX KEY: 0000357281 STANDARD INDUSTRIAL CLASSIFICATION: 1040 IRS NUMBER: 870483319 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-81886 FILM NUMBER: 96611214 BUSINESS ADDRESS: STREET 1: 180 EAST 2100 SOUTH #204 CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: 8014661402 MAIL ADDRESS: STREET 1: 180 EAST 2100 SOUTH STREET 2: STE 204 CITY: SALT LAKE CITY STATE: UT ZIP: 84115 S-3/A 1 AS FILED: AUGUST 13, 1996 SEC FILE NO. 33-81886 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 10 TO REGISTRATION STATEMENT ON FORM S-3 UNDER THE SECURITIES ACT OF 1933 LA TEKO RESOURCES LTD. (Exact Name of Registrant as Specified in its Charter) BRITISH COLUMBIA, CANADA 1041 87-0483319 (State or other jurisdiction(Primary Standard Industrial IRS Employer of incorporation or organization Classification Code Number) Identification No.) 180 EAST 2100 SOUTH, SUITE 204, SALT LAKE CITY, UTAH 84115; TELEPHONE (801) 466-1437 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ROBERT W. GENTRY, 14785 PRESTON ROAD, SUITE 350, DALLAS, TEXAS 75240; TELEPHONE (214) 770-0007 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: JAMES R. KRUSE GORDON J. FRETWELL KRUSE, LANDA & MAYCOCK GORDON J. FRETWELL LAW CORPORATION 50 WEST BROADWAY, 8TH FLOOR 889 WEST PENDER STREET, SUITE 800 SALT LAKE CITY, UTAH 84101 VANCOUVER, B.C., CANADA V6C 3B2 TELEPHONE: (801) 531-7090 TELEPHONE: (604) 689-1200 TELECOPY: (801) 359-3954 TELECOPY: (604) 689-1288 APPROXIMATE DATE OF COMMENCEMENT SALE TO THE PUBLIC: As soon as practicable after the effective date of this post-effective amendment. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. " If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ---------------- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. ---------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933, AS AMENDED. LA TEKO RESOURCES LTD. 655,000 SHARES OF COMMON STOCK This amended Prospectus relates to the public offer and sale by certain shareholders (the "Selling Shareholders") of an aggregate of 655,000 currently outstanding shares of common stock, without par value (the "Common Stock"), of La Teko Resources Ltd., a British Columbia corporation (the "Company"). The Selling Shareholders will offer their Common Stock through or to securities brokers or dealers designated by them in the over-the-counter market or in other transactions negotiated by the Selling Shareholders. The Common Stock will be offered at current market price, which may vary through the period during which the securities may be offered. (See "PLAN OF DISTRIBUTION.") The Company will not receive any proceeds from the sale of Common Stock by the Selling Shareholders. The Company's Common Stock is included on the Nasdaq Small Cap Market ("Nasdaq") under the symbol "LAORF." In addition, the Company's Common Stock is traded on the Vancouver Stock Exchange ("VSE") under the symbol "LAO." On August 14, 1996, the closing sales price for the Company's Common Stock was U.S. $2.25 on Nasdaq and the VSE was Cdn $3.00. The Selling Shareholders and any broker, dealer, or agent that participates with the Selling Shareholders in the sale of the Common Stock offered hereby may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and any commissions or discounts received by them and any profit on the resale of the Common Stock purchased by them may be deemed to be underwriting commissions under the Securities Act. (See "SELLING SHAREHOLDERS" and "PLAN OF DISTRIBUTION.") Commissions or discounts paid in connection with the sale of securities by the Selling Shareholders will be determined by negotiations between them and the broker/dealer through or to which the securities are to be sold and may vary depending on the broker/dealer's commissions or mark up schedule, the size of the transaction, and other factors. In connection with this offering, the Company will incur costs of approximately $50,000. Any separate costs of the Selling Shareholders will be borne by them. (See "PLAN OF DISTRIBUTION.") IN CONNECTION WITH THE PURCHASE OF COMMON STOCK, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE MATTERS SET FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE 7. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER REGULATORY AUTHORITY, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR REGULATORY AUTHORITY PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this amended Prospectus is August __, 1996. The Company is a British Columbia, Canada, corporation. Certain of its directors and Bedford Curry, the Company's auditors, are residents of Canada. As a result, it may be difficult for the Company's shareholders who are residents of the United States to effect service of process within the United States upon the Company and such directors and experts who are not residents of the United States. It may also be difficult to realize in the United States upon judgments of courts of the United States predicated upon civil liability of the Company and such directors and experts under United States federal securities laws. The Company has been advised by Canadian counsel, Gordon Fretwell, who currently serves as a director of the Company, that there is substantial doubt as to whether Canadian courts would (i) enforce judgments of United States courts of competent jurisdiction obtained against the Company or such directors or experts predicated upon civil liability provisions of United States securities laws or (ii) impose liabilities in original actions against the Company or its directors and experts predicated solely upon such United States securities laws. Accordingly, United States shareholders may be forced to bring actions against the Company and its directors and experts under Canadian law and in Canadian courts in order to enforce any claims that they may have against the Company or its directors or experts. Subject to necessary registration under applicable provincial corporate statutes, in the case of a corporate shareholder, Canadian courts do not restrict the ability of non- resident persons to sue in their courts. All dollar amounts in this amended Prospectus are expressed in United States dollars (U.S. $x.xx ) or $x.xx (U.S.), unless otherwise indicated. All amounts expressed in Canadian dollars (Cdn. $x.xx) or $x.xx (Cdn.) have been converted at exchange rates prevailing at the time of the relevant transactions or, in the case of conversions as of the date of this amended Prospectus, at a rate of Cdn. $1.37 for each U.S. $1.00, the approximate currency cross-rate for late New York trading at August 12, 1996, as published in the Wall Street Journal. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of the Company are hereby incorporated by reference: 1.Information circular/proxystatement relating to the annual general meeting on June 5, 1996; 2.Annual report on Form 10-K for the year ended December 31, 1995; and 3.Quarterly report on Form 10-QSB for the quarter ended March 31, 1996 4.Quarterly report on Form 10-Q for the quarter ended June 30, 1996. All documents subsequently filed by the Company pursuant to section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 prior to termination of the offering shall be deemed to be incorporated by reference into this amended Prospectus. The Company will provide, without charge, to each person to whom a copy of this amended Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this amended Prospectus, other than certain exhibits to such documents. Requests for such copies should be directed to Shareholder Relations, La Teko Resources Ltd., 180 East 2100 South, Suite 204, Salt Lake City, Utah 84115, telephone number (801) 466-1437. ADDITIONAL INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the public reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade Center (13th Floor), New York, New York 10048. Copies of such materials can be obtained from the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Additional information regarding the Company and the securities offered hereby is contained in the registration statement and exhibits thereto, of which this amended Prospectus forms a part, filed with the Commission under the Securities Act. This amended Prospectus omits certain information contained in the registration statement. For further information, reference is made to the registration statement and to the exhibits and other schedules filed therewith. Statements contained in this amended Prospectus as to the contents of any contract or other document referred to are not necessarily complete, and where such contract or other document is an exhibit to the registration statement, each such statement is deemed to be qualified and amplified in all respects by the provisions of the exhibit. Copies of the complete registration statement, including exhibits, may be examined at, or copies obtained from the offices of, the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, on the payment of prescribed fees for reproduction. No person is authorized to give any information or make any representation not contained in this prospectus and, if given or made, such information or representation should not be relied on as having been authorized. SUMMARY AND INTRODUCTION The following summary is qualified in its entirety by the more detailed information, including the financial statements and notes thereto, appearing elsewhere in this amended Prospectus or incorporated by reference herein. As used in this amended Prospectus, the "Company" includes La Teko Resources Ltd. and its wholly owned subsidiaries, unless the context otherwise requires. EACH PROSPECTIVE INVESTOR IS URGED TO READ THIS AMENDED PROSPECTUS IN ITS ENTIRETY, PARTICULARLY THE MATTERS SET FORTH UNDER "RISK FACTORS." THE COMPANY The Company is a gold exploration and development company currently focusing its principal efforts on properties located near Fairbanks, Alaska. The Company has no producing properties in operation and has not realized any revenues from operations during the last three fiscal years, except for a total of $3.5 million received from Newmont pursuant to the arrangement with it to convey an interest in the True North Property as discussed below. True North Property The True North Property, acquired in 1993, is located approximately 17 miles northeast of Fairbanks, Alaska, and according to engineering studies, contained, as of February 1 1995, probable reserves of 6,870,000 tons of ore with an average of 0.065 ounces of gold per ton, for a total of 445,800 ounces of gold with an overburden-to-ore ratio of 2.14 to 1. Effective June 9, 1995, the Company's wholly-owned subsidiary holding the True North Property entered into a joint venture agreement with Newmont Exploration Ltd. ("Newmont") for further activities on the True North Property. As of December 31, 1995, the Company had received $3.5 million from Newmont, with an additional $2.5 million cash payment due by December 31, 1996, if Newmont continues with the project. In consideration of the initial cash payment, the Company conveyed to Newmont a 65% undivided interest in the True North Property. In addition to the cash payments aggregating $6 million, if Newmont elects to continue to proceed, it is to provide $3 million for property maintenance, further exploration and development, and the first $18 million required to place the property into production. After Newmont's expenditures, any additional funds required to place the property into production are to be borne by Newmont and the Company in proportion to their respective interests in the project. Newmont can terminate its obligation to fund property maintenance, exploration, and development, or costs of placing the property into production at any time by reconveying to the Company Newmont's interest in the property, without any obligation of the Company to return any amounts previously received, including the $3.5 million in cash payments received to date. During 1995, Newmont completed reverse circulation and core drilling, trenching, geochemical sampling, and aerial geophysical surveys on the True North Property to identify additional areas of potential mineralization and to expand gold resources. Newmont has advised the Company that it is planning substantial additional exploration and development work during 1996. Based on preliminary reports from Newmont of the results of its 1995 exploration program on the True North Property and the identification of new geophysical anomalies, it appears that mineralization is located in previously unexplored areas away from the proven ore bodies. There can be no assurance that such additional anomalies will result in the identification of additional reserves after further exploration. Ryan Lode Property The Company's Ryan Lode Property, located approximately seven miles northwest of Fairbanks, Alaska, contained, as of February 1994, proved and probable gold reserves of 14,576,000 tons of ore with an average grade of 0.056 ounces of gold per ton, for a total of 822,200 ounces of gold, according to independent engineering studies. The Company did not continue development drilling on the Ryan Lode Property during 1994 and 1995 as it focused its Ryan Lode activities on conducting baseline studies regarding the air and water quality, noise levels, and other environmental factors and initiating work to obtain permits required prior to placing the Ryan Lode Property into production. In August 1995, the Company entered into a letter agreement with KLS Enviro Resources ("KLS") whereby KLS was to undertake a pre-feasibility study by late November 1995, with the right to negotiate a joint venture in which KLS would provide certain property holding and permitting costs as well as the costs of placing the property into production in order to earn a 50% interest in the project. KLS did not complete its preliminary feasibilty study timely and requested an extension, informally indicating that KLS would seek to renegotiate terms more favorable to it. The Company declined the request for an extension. Soon thereafter, KLS' principal shareholder, who was to have provided funds for the Ryan Lode development, died and KLS did not pursue further proposals. The Company continues to review its alternatives for possible joint venture or project financing with a view toward placing the project into production by 1998 or as soon thereafter as is practicable, when permitting is completed and funding is obtained. Juniper Creek Property In early 1995, the Company located Alaska State prospecting sites on approximately 16,131 acres 31 miles northeast of Fairbanks. These state prospecting sites give the Company the exclusive right to prospect for up to one year with the right to renew for a second year, during which time it may elect to convert the sites into state mining claims. During 1995, the Company undertook initial exploration efforts on this property, including geochemical sampling, the results of which suggest to the Company that further exploration may be warranted. Limited exploration is planned for this property during 1996. The Company has reached an agreement with the University of Alaska respecting the Company's future exploration of the university's 12,640-acre Twin Butte property that is adjacent to the Juniper Creek site. The Company has obtained a non-exclusive exploration right, with an option to enter into a longer term mining lease, requiring annual payments of advance royalties, increasing in amount each successive year, to be applied against the net smelter return royalty on minerals extracted from the property. Margarita Property The Company holds unpatented federal lode mining claims on approximately 1,500 acres approximately 75 miles south of Tucson, Arizona, in the Oro Blanco Gold District on which the Company conducted limited general exploration during 1995. The Company completed a limited exploration drilling program in early 1996. Future Capital Requirements Although the Company has sufficient capital to meet its operating costs for the foreseeable future, it does not have sufficient funds for the capital costs that may be required to place the Ryan Lode Mine into production or for its share of the capital costs in excess of the capital to be provided by Newmont that may be required to place the True North Property into production in the event that a larger scale production facility than originally envisioned is determined by Newmont to be economically advisable. The Company, however, has no obligation to fund the True North project until Newmont has expended, in addition to the $6 million in payments to the Company, a total of $21 million towards property maintenance, exploration and development of the project. If such further capital is required, the Company will be dependent on obtaining such capital from the sale of securities, project financing, other joint venture arrangements, or other sources, none of which has been identified. Any such financing could result in dilution of the percentage interest of existing shareholders in the Company or in the Company's interest in such projects. There can be no assurance that the Company will be able to obtain any such capital that may be required. The Company has no producing properties in operation and has not realized any revenues from operations during the last three fiscal years, except for a total of $3.5 million received from Newmont pursuant to the arrangement with it to convey an interest in the True North Property as discussed above. Executive Offices The Company's principal executive offices are located at 180 East 2100 South, Suite 204, Salt Lake City, Utah 84115, and its telephone number is (801) 466-1437. THE OFFERING Securities to be Sold by Selling Shareholders: 655,000 shares of Common Stock now outstanding. The board of directors has authority to authorize the offer and sale of additional securities without the vote of or notice to existing shareholders, and it is likely that additional securities will be issued to provide future financing. The issuance of additional securities could dilute the percentage interest and per share book value of existing shareholders, including persons purchasing securities in this offering. (See "DESCRIPTION OF SECURITIES.") Common Stock Trading Symbols Nasdaq LAORF VSE LAO No Net Proceeds The Company will receive no net proceeds from the sale of Common Stock by the Selling Shareholders. NO DIVIDENDS The Company has not paid dividends. The Company seeks growth and expansion of its business through the reinvestment of profits, if any, and does not anticipate that it will pay dividends in the foreseeable future. RISK FACTORS The purchase of the Common Stock involves certain risks. Prospective purchasers should consider, in addition to the negative implications of the other information set forth herein, the following risk factors: NO ASSURANCE OF CONTINUED PARTICIPATION BY NEWMONT In December 1995, the Company received an additional $1 million cash payment as provided for under its agreement with Newmont and has been advised by Newmont that it is planning further exploration and field activities on the True North Property during 1996. The Company's agreement with Newmont provides, however, that Newmont can elect to terminate its agreement with the Company and discontinue any further obligation to provide funds for exploration, development, or placing the True North Property into production, including its obligation to make third-party property payments and to pay the Company $2.5 million in December 1996. If Newmont were to terminate its agreement, it would be required to pay all expenses and complete all reclamation to the date of termination and reconvey to the Company Newmont's 65% interest in the True North Property that the Company conveyed to Newmont when the agreement was signed, and the Company could retain all funds paid to it by Newmont to the date of termination, including the $3.5 million received to date. There can be no assurance that Newmont will continue its participation in the True North project. In the event that the Company regains control of the True North Property as a result of Newmont's election not to continue, the Company would pursue other alternatives for further exploration and development of the property and, if warranted, placing it into production. The Company would then become obligated to obtain the necessary funds to proceed through the sale of securities, other arrangements with third parties, project financing, or other alternatives that may then be available. NO REVENUE FROM OPERATIONS The Company has not received any revenue from operations for the preceding three fiscal years, although it did receive $3.5 million from Newmont in consideration of the sale of a 65% interest in the True North Property. The Company reported net losses from operations of $1,200,400, or $0.05 per share, for the year ended December 31, 1995. The Company had an accumulated deficit of $5,249,313 at December 31, 1995. It is anticipated that the Company will continue to incur substantial operating losses until one of its properties is placed into production, even though the Company may receive additional cash from Newmont for the disposition of a 65% interest in the True North Property or from others if the Company reaches an agreement to convey an interest in the Ryan Lode Property in connection with obtaining funds for future activities on that project. The Company has no arrangements or commitments for obtaining the capital required to place the Ryan Lode Property into production or to provide capital for its share of costs in excess of the amount to be provided by Newmont if it elects to proceed with large scale facilities that are not funded with amounts to be provided by Newmont. Therefore, the Company may continue to be dependent on the success of future fund raising efforts. Even after all permits and funding are obtained and mining operations commence, it is possible that the Company will initially incur additional operating losses. There can be no assurances that the mining activities in which the Company may participate will be profitable. POSSIBLE DILUTION TO INTEREST IN THE TRUE NORTH PROPERTY Under the Company's arrangement with Newmont, the Company will be required to bear its 35% share of costs in excess of $21 million to explore, develop, and place into production the True North Property. If it continues with the True North project, Newmont, as operator, will have discretion respecting the size, nature, and costs of the production facility based on Newmont's analysis of an independent feasibility study of the nature and extent of the True North reserves, its financial resources, and other factors relevant to it and over which the Company will have no control. If Newmont elects to proceed with a large scale production facility costing millions of dollars in excess of the first $21 million to be contributed by Newmont for exploration, development, property maintenance, permitting, construction, and placing the property into production, and the Company were unable to provide its share of costs over the first funds to be provided by Newmont, the Company's interest would be subject to dilution according to a calculation based on the amount of the Company's share of funding that it did not provide, thereby reducing its interest in ongoing revenues from production. NO CURRENT MINING OPERATIONS--NO COMMERCIAL PRODUCTION OF GOLD Although the Company had established total proven and probable reserves on the Ryan Lode Property of approximately 822,200 ounces and proven and probable reserves at the True North Property of approximately 446,000 ounces prior to entering into the venture with Newmont, which has continued drilling on the True North Property, none of the Company's properties is in production, and there can be no assurance whether or when production will commence or any mining operation will be commercially successful. It is impossible to estimate whether additional reserves may be proven through additional drilling or other expenditures, whether any reserves will be recoverable, or when any of the Company's properties may be placed into production. GOVERNMENT AND ENVIRONMENTAL PERMITTING--POSSIBLE INABILITY TO CONTINUE OPERATIONS Prior to commencing gold mining and producing activities on the properties which the Company owns or in which it has an interest, the operator will be required to obtain a number of permits from various federal and state agencies, including the U.S. Army Corps of Engineers, the Environmental Protection Agency, or the Bureau of Land Management, respecting operations on federal lands, and the Alaska Department of Environmental Conservation ("ADEC"), for activities on state lands. The True North Property, now operated by Newmont, is on state lands; and the Ryan Lode Property includes both federal and state lands. In order to obtain such permits, the operator will need to obtain baseline data respecting the current status of the environment, including air quality, ground water and surface water quality, noise levels, community comments and involvement, submit a detailed proposed plan of operations, prepare an environmental impact statement or other assessment containing a description of possible environmental impacts, submit the proposed plan of operations for review by governmental agencies and public scrutiny, and revise the proposed plan and related capital expenditures and method of operation in order to accommodate the requirements resulting from the permitting process. There can be no assurance as to when the required permitting can be completed or when production can commence. Similarly, there can be no assurance that initial plans may not have to be altered in response to governmental agency review or public comment, which could adversely affect the financial return to the Company from proposed activities. Since 1993 the Company has been collecting baseline data necessary to support its applications for required permits for the Ryan Lode project, which may require the preparation of a full environmental impact statement that will be coordinated with the development of the operating plan. The Company expects that obtaining required permits for proposed activities on the Ryan Lode Property may be adversely affected because of its location less than seven miles from the city of Fairbanks, Alaska, and approximately one-half mile from rural homes, which exposes the Company's proposed activities to greater public interest and scrutiny and increases the potential adverse impacts on humans resulting from the use, storage, or discharge of hazardous materials. The True North Property is located in an uninhabited area approximately 17 miles northeast of Fairbanks, Alaska. In May 1994, an unrelated third-party obtained permits for an approximately 35,000 tons-per-day surface mine and mill for its project located approximately seven miles from the True North Property, after having completed an environmental assessment but with without having to prepare a full environmental impact statement. Newmont is responsible for applying for the necessary permits respecting the joint venture activities with the Company. Newmont has not yet applied for such permits, and there is no assurance that Newmont will be successful in obtaining the necessary permits; although, based on the aforementioned success of an unrelated third party in obtaining similar permits, the Company believes Newmont will be able to secure the necessary permits. Management of the Company believes that the Company is in compliance with all material federal and state environmental regulations. LIMITED TITLE ON UNPATENTED MINING CLAIMS The Ryan Lode and True North Properties include federal and Alaska state unpatented mining claims, the Juniper Creek Property is on Alaska state exploration sites, and the Margarita claim group includes federal unpatented mining claims, all of which are subject to inherent uncertainties. Unpatented mining claims, when properly located, staked, and posted according to regulation, give the claimant possessory rights only. Possessory title to an unpatented mining claim, when validly initiated, endures unless lost through abandonment due to failure to perform and file proof of annual assessment work, make annual payments, or an adverse location made while the prior location is in default with respect to the performance of annual assessment work or payments. Because many of these factors involve findings of fact, title validity cannot be determined solely from an examination of the public records. The continuing validity of these claims is subject to many contingencies, including the availability of land for location at the time the location was made, compliance with federal and state regulations for locating claims, whether the claims were properly located as federal or state claims, the payment of annual rental fees, and the making of required annual filings with federal and state authorities. Failure to pay required annual rental constitutes a statutory abandonment of the mining claim or site. UNINSURED HAZARDS The Company does not maintain insurance for environmental pollution relating to its exploration and development activities or the ownership of its mineral properties. In addition, it is not anticipated that the Company would obtain insurance with respect to all hazards such as mine cave-ins, floods, earthquakes, and other possible natural hazards if mining operations should be commenced. Similarly, the Company will likely not insure against hazards or governmental assessments or penalties relating to environmental matters. Although the Company maintains insurance for machinery, equipment, and motor vehicles and comprehensive general liability coverage, there can be assurance that any claims will be covered by any policy currently in force or that may be obtained. A partially or completely uninsured claim, if successful and of sufficient magnitude, could have a material adverse effect on the Company. POSSIBLE JOINT VENTURE ARRANGEMENT OR SALE OF PROPERTIES As one alternative method of obtaining the capital required to place its Ryan Lode Property into production, the Company will explore a number of possible joint venture or other sharing arrangements with mining companies in which the other firm would provide all or an agreed portion of the capital required to place the property in production in order to earn an interest in the property. While such an arrangement would reduce the amount of capital required to be provided by the Company and spread the risks of the proposed operations, it would also dilute the interest of the Company in the jointly developed and produced property and decrease the revenues derived from operations. In addition, it is likely that any such arrangement would reduce or eliminate the Company's operating control of the project, placing it merely in a position of monitoring the results of operations. NO NET PROCEEDS The Company will receive no net proceeds from the sale by the Selling Shareholders of the Common Stock. THE COMPANY For information regarding the Company, reference is made to the Company's annual report on Form 10-K for the year ended December 31, 1995, the quarterly report on form 10-QSB for the quarter ended March 31, 1996 and the Company's proxy statement relating to its annual 1996 general meeting of members/shareholders, as updated by the following. General The Company was formed as a British Columbia corporation in 1968 to engage in natural resources exploration and development, principally in Alaska. During the 1980s, the Company acquired through a wholly-owned subsidiary the Ryan Lode property which it developed produced on a limited basis in 1988 and 1989. Mining operations were discontinued in 1990, and thereafter efforts have been focused on continued exploration and development of that property as well as the acquisition and exploration of additional properties, leading to the acquisition in 1993 of the True North property. Both the Ryan Lode and True North properties are located near Juneau, Alaska. The Company also holds the Margarita property in Arizona near the Mexican border. As of March 31, 1996, the Company had gross assets of $13,484,000 and stockholders' equity of $12,404,000, with an accumulated deficit of $5,521,000. At March 31, 1996, the Company had 23,328,000 shares issued and outstanding. The Company reported a net loss of $272,000 and $260,000 in the quarters ended March 31, 1996 and 1995, respectively, and $364,857 and $1,370,000 in the years ended December 31, 1995, and 1994, respectively. During 1995, the Company received $3,500,000 in cash in connection with the joint venture with Newmont involving the True North property. True North Property Activities on the True North Property, now owned 35% by the Company and 65% by Newmont, are being undertaken by the Company and Newmont pursuant to a joint venture agreement which names Newmont as the operator. In consideration of the Company's conveyance to Newmont of a 65% interest in the True North Property, Newmont has paid the Company cash of $3.5 million and is obligated, if it continues with the venture, to pay the Company an additional $2.5 million in cash by December 31, 1996. In addition to such cash payments to the Company in consideration of its transfer of an undivided interest in the property, Newmont is to provide $3 million for property maintenance, further exploration, and development and the first $18 million required to place the property into production, if it proceeds. Newmont can terminate any obligation to fund property maintenance, exploration, and development, or costs of placing the property into production at any time by reconveying to the Company Newmont's interest in the property, without any obligation of the Company to return any amounts received, including the $3.5 million in cash payments received to date. Following entering into the joint venture agreement with the Company in June 1995, Newmont proceeded with additional exploration on the property, including 14,945 feet of reverse circulation and 13,104 feet of core drilling, 5,673 feet of trenching, and geochemical sampling as well as aerial geophysical surveys, and other items, generally directed toward ascertaining the possible nature and extent of the mineral resource as distinguished from expanding proved reserves. Newmont advises that it spent approximately $1.9 million in expenditures under the joint venture during 1995 for exploration, property maintenance, supervision, and other costs associated with the True North property. As a result of its 1995 exploration program, Newmont has advised the Company preliminarily that there appear to be additional geophysical anomalies on the True North Property consistent with gold mineralization at additional locations at a distance from the Hindenberg and Shepherd ore bodies and that a further expanded exploration program may be warranted. In addition, Newmont has advised the Company that it intends to continue drilling and other geological and geophysical exploration on the True North Property during 1996 and to combine the exploration drilling with development drilling. The Company has also been informed that the Newmont personnel responsible for the True North project will be experienced in development as well as exploration. The nature and scope of further exploration on the True North Property is under the sole discretion of Newmont, and there can be no assurance that such exploration will continue or that additional resources or reserves will be discovered as a result. As noted above, Newmont has the right to terminate its further obligation at any time by reconveying to the Company Newmont's interest in the property. If, following the completion of additional exploration and such development and feasibility analysis as Newmont may determine, it proceeds to place the True North Property into production, as operator of the property Newmont will have sole discretion in determining the size and nature of the facilities and, in turn, the costs thereof. Newmont, as a subsidiary of a large, international resources firm that produced approximately 1.86 million ounces of gold during 1995 and that reported 1995 revenue of $791 million, net income of $124 million, and gross assets of $1.77 billion, will have financial resources well in excess of those of the Company If Newmont were to select a production and ore processing facility costing in excess of its 100% funding obligation under the joint venture, the Company would be responsible for its 35% share of such additional costs. In such circumstances, the Company would then seek requisite capital through product financing, the sale of additional securities, borrowings, further joint venture arrangements, or such other sources, if any, as may then be available. In the event that the Company is unable to provide its required share of funding, its interest in the True North Property, the entire project, and revenues therefrom would be diluted. In the event that the Company's participating interest is diluted below 10%, its interest would be converted to a 2% net smelter return royalty payable until the Company has received distributions equal to the amount that it contributed to the joint venture, after which the Company would have no further interest in the joint venture or the True North Property. The Company and Newmont have discussed very preliminarily the concept of a possible business transaction with Newmont whereby Newmont could increase its equity interest in the True North Property or acquire an ownership interest in the Company. It is emphasized that these discussions have been broad and conceptual in nature; there is no understanding, arrangement, or agreement between such companies respecting any such matters; and there is no assurance that any further discussions will occur or that any agreement whatsoever will be reached. Ryan Lode Property In August 1995, the Company entered into an agreement with KLS providing for joint participation in further developing and placing the Ryan Lode Property into production. Under the agreement, KLS had the option, exercisable through late November 1995, in which to complete a pre-feasibility study on the Ryan Lode Property respecting a mine designed to produce a shallow, restricted deposit of 3,000,000 tons of ore grading 0.10 ounces per ton and containing approximately 300,000 ounces of gold. If KLS elected to proceed following the pre-feasibility study, it would have been obligated to pay the $150,000 Ryan Lode Property royalty payment due in December 1995 and thereafter proceed with further feasibility studies, permitting, and funding to construct a production facility on the Ryan Lode Property in order to earn a 50% interest in the property. The Company is now reviewing its options respecting the Ryan Lode Property, including the feasibility of seeking required funds to begin a small mine itself, the possibility of a joint participation arrangement with another party, project financing, or other alternatives. No specific course of action has been selected as the Company continues with its overall review of the project. SELLING SHAREHOLDERS The following table provides certain information, as of the date of this amended Prospectus, respecting the Selling Shareholders, the shares of Common Stock held by them, to be sold, and to be held following the offering, assuming the sale by such Selling Shareholders of all shares of Common Stock offered.
Now Owned Securities After Offering Selling Shareholders Number Percent To Be Sold Number Percent James P. Delellis IRA 30,000 * 30,000 -- -- Account W. Grady Evans(1) 846,860 3.6 120,000 726,860 3.1 Hayden R. Fleming, 30,000 * 30,000 -- -- custodian for Jennifer L. and Jessica A. Fleming Hayden R. Fleming/LaDonna 240,000 1.0 240,000 -- -- M. Fleming Patrick A. Fleming IRA 60,000 * 60,000 -- -- Account John R. Hardesty 60,000 * 60,000 -- -- Jerry B. Karnell IRA 12,500 * 12,500 -- -- Account Jack Layne 345,984 1.5 30,000 315,984 1.4 Greg W. Smith IRA Account 12,500 * 12,500 -- -- Robert Thigpen, Jr. 60,000 * 60,000 -- --
*Less than one percent. (1) Includes 18,300 shares of Common Stock and 18,300 Warrants owned by Mr. Evans' IRA account. During 1993, Mr. Evans provided services to Gateway Mining Company, which the Company thereafter acquired, for which he received compensation aggregating $301,924.50. MANAGEMENT At the annual general meeting of the shareholders/members of the Company held on June 5, 1996, incumbent directors, Robert Gentry, Gordon Fretwell and John Hardesty, and new nominees, John S. Auston and Douglas R. Beaumont were elected directors, to serve until the next annual meeting and until their respective successors are elected and qualified. DESCRIPTION OF SECURITIES COMMON STOCK The Company is authorized to issue 100,000,000 shares of Common Stock, without par value. The holders of the Company's Common Stock are entitled to one vote per share on each matter submitted to vote at any meeting of shareholders. Shares of Common Stock do not carry cumulative voting rights, and therefore, a majority of the shares of outstanding Common Stock is able to elect the entire board of directors, and if they do so, minority shareholders would not be able to elect any persons to the board of directors. The Company's bylaws provide that one-third of the issued and outstanding shares of the Company shall constitute a quorum for shareholders' meetings, except with respect to certain matters for which a greater percentage quorum is required. Shareholders of the Company have no preemptive right to acquire additional shares of Common Stock or other securities. The Common Stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of the Company, the shares of Common Stock are entitled to share equally in corporate assets after satisfaction of all liabilities. The shares of Common Stock, when issued, are fully paid and nonassessable. Holders of Common Stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. The Company seeks growth and expansion of its business through the reinvestment of profits, if any, and does not anticipate that it will pay dividends in the foreseeable future. The board of directors has the authority to issue the authorized but unissued shares without action by the shareholders. The issuance of such shares would reduce the percentage ownership held by persons purchasing stock in this offering and may dilute the book value of the then existing shareholders. PLAN OF DISTRIBUTION GENERAL This amended Prospectus relates to the public offer and sale by certain shareholders (the "Selling Shareholders") of an aggregate of 655,000 shares of Common Stock of the Company now held by them. (See "SELLING SHAREHOLDERS" and "DESCRIPTION OF SECURITIES.") SALE OF COMMON STOCK The Common Stock to be sold by the Selling Shareholders may be sold by them from time to time directly to purchasers. Alternatively, the Selling Shareholders may, from time to time, offer the Common Stock for sale in the over-the-counter market through or to securities brokers or dealers that may receive compensation in the form of discounts, concessions, or commissions from the Selling Shareholders and/or the purchasers of Common Stock for whom they may act as agent. The Selling Shareholders, and any dealers or brokers that participate in the distribution of the Common Stock, may be deemed to be "underwriters" as that term is defined in the Securities Act, and any profit on the sale of Common Stock by them and any discounts, commissions, or concessions received by any such dealers or brokers may be deemed to be underwriting discounts and commissions under the Securities Act. The Common Stock may be sold by the Selling Shareholders from time to time in one or more transactions at a fixed offering price, which may be changed, or at varying prices determined at the time of sale or at negotiated prices. LEGALITY OF SECURITIES The validity under the Companies Act (British Columbia) of the issuance of the Common Stock and the material on page 2 respecting the rights and remedies of certain U.S. persons against the Company and certain directors and residents who are not U.S. residents have been passed on for the Company by Gordon J. Fretwell Law Corporation, British Columbia, Canada. Mr. Fretwell is a director of the Company and was a director at the time such opinion was rendered. EXPERTS The consolidated financial statements and the related supplemental schedules incorporated in this amended Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1995, have been audited by Bedford Curry & Co., chartered accountants, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon such reports given on the authority of that firm as experts in accounting and auditing. The reports dated March 29, 1994, entitled "Resources and Reserves, Ryan Lode Areas near Fairbanks, Alaska, for La Teko Resources Ltd.," dated February 29, 1994, entitled "Resources and Reserves, for the True North Project near Fairbanks, Alaska," and dated February 2, 1995, entitled "Resources and Reserves for the Ryan Lode Project" incorporated by reference into this amended Prospectus by reference from the Company's Annual Report on Form 10-KSB, as amended, for the year ended December 31, 1994, have been prepared by the firm of Mine Development Associates, Mining Engineers, Reno, Nevada, as stated in its report, which are incorporated by reference and have been so incorporated by reference in reliance and upon such reports given on the authority of that firm as experts in mining engineering. TABLE OF CONTENTS SECTION PAGE SUMMARY AND INTRODUCTION...4 RISK FACTORS...............7 NO NET PROCEEDS............9 THE COMPANY...............10 SELLING SHAREHOLDERS......12 MANAGEMENT................12 DESCRIPTION OF SECURITIES.13 PLAN OF DISTRIBUTION......13 LEGALITY OF SECURITIES....14 EXPERTS...................15 No dealer, salesman, or other person has been authorized in connection with this offering to give any information or to make any representation other than as contained in this amended Prospectus and, if made, such information or repre- sentation must not be relied on as having been authorized by the company. This amended Prospectus does not con- stitute an offer to buy any securities coverd by this amended Prospectus in any state or othe rjurisdiciton to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. LA TEKO RESOURCES LTD. AMENDED PROSPECTUS SHARES OF COMMON STOCK AUGUST , 1996 --- PART II ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following are the estimated expenses in connection with the securities being registered: Securities and Exchange Commission registration fee $ 2,919 Attorneys' fees 40,000 State "blue sky" fees and expenses (including attorneys' fees) 7,500 Printing expenses 1,500 Miscellaneous 856 ------- Total $52,775 All expenses except the Securities and Exchange Commission registration fee are estimates. ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS There is no statute, charter provision, bylaw, contract, or other arrangement under which controlling persons, directors, or officers are insured or indemnified in any manner against liability. ITEM 16. EXHIBITS EXHIBIT INDEX The following exhibits are included as part of this registration statement: SEC EXHIBIT REFERENCE NUMBER NUMBER TITLE OF DOCUMENTS LOCATION* Item 4. Instruments Defining the Rights of Security Holders 4.01 4 Stock Purchase Warrants This Filing, Amend. 1 4.02 4 Form of $2.51 Warrant This Filing, Amend. 1 4.03 4 Form of $2.89 Warrant This Filing, Amend. 1 Item 5. Opinion Regarding Legality 5.01 5 Opinion and Consent of Gordon J. Fretwell This Filing Law Corporation Post- Effective Amendment 9 Item 10. Material Contracts 10.01 10 Mining Lease respecting the Mohawk claims Incorporated acquired from Thomas McGinn Smith, et al. by Reference(2) 10.02 10 Unit Purchase Agreement dated May 17, 1993, Incorporated between La Teko Resources, seller and by Gateway Mining Company, buyer relating to Reference(1) La Teko sale of 1,075,000 units 10.03 10 Mining Lease dated May 6, 1993 respecting Incorporated the Ace claims acquired from Stein, by Swainback,and byLosonsky Reference(3) 10.04 10 Purchase Agreement respecting the Long Incorporated Associates placer claim acquired from the by University of Alaska Foundation and the Reference(3) Nature Conservancy July 20, 1993 10.05 10 Evaluation and Earn-In Agreement between Incorporated AMAX Gold Exploration, Inc., and La by Teko Resources Ltd., respecting the True Reference(3) North property, August 30, 1993 10.06 10 Mining Property Transfer Agreement of Incorporated December 6, 1993, between AMAX Gold by Exploration, Inc., and La Teko Resources, Reference(3) Inc., respecting the True North property 10.07 10 Mining Property Transfer Agreement, Incorporated Amendment No. 1, dated January 10, 1994, by between AMAX Gold Exploration, Inc., and Reference(3) La Teko Resources, Inc. 10.08 10 Mining Sublease dated December 24, 1990, Incorporated between Roger Charles Cope and AMAX Gold by Exploration,Inc., respecting the True North Reference(3) Property 10.09 10 Amendment to Mining Sublease dated May 23, Incorporated 1991 between Roger Charles Cope and AMAX by Gold Exploration, Inc. Reference(3) 10.10 10 Amendment No. 2 to Mining Sublease dated Incorporated August 25, 1993, between Roger Charles Cope by and AMAX Gold Exploration, Inc. Reference(3) 10.11 10 Mining Lease dated January 1, 1992, between Incorporated M. Dennis Shepard and AMAX Gold Exploration, by Inc. respecting the True North property Reference(3) 10.12 10 Amendment No. 1 to Standard Mining Lease Incorporated dated August 25, 1993, between M. Dennis by Shepard and AMAX Gold Exploration, Inc. Reference(3) 10.13 10 Mining Lease dated effective January 1, Incorporated 1993 between Sara L. Bartholomae and La Teko by Resources, Inc., relating to Ryan Lode claim Reference(1) group 10.14 10 Agreement dated May 11, 1979, between Sara Incorporated L. Bartholomae and St. Joe American by Corporation regarding Ryan Lode claim group Reference(1) 10.15 10 Assignment Agreement dated May 10, 1985, Incorporated between St. Joe American Corporation and by Citigold Mining Company Ltd., regarding Reference(1) Ryan Lode claim group 10.16 10 Letter Agreement dated January 12, 1990, Incorporated between La Teko Resources Ltd. and Robert by Clifford Emerson regarding St. Patrick claim Reference(1) group 10 Mineral Claim Purchase Agreement dated Incorporated January 31, 1987, between James Sorrell, by 10.17 Newfields Minerals, (U.S.), Inc., relating Reference(1) to Margarita claims 10.18 10 Letter Agreement dated March 18, 1988, Incorporated amending Mineral Claim Purchase Agreement by between James Sorrell and Newfields Minerals, Reference(1) Inc., relating to Margarita claims 10.19 10 Purchase Agreement between the University of Incorporated Alaska and La Teko Resources, Inc., relating by to the Bluebird claims Reference(1) 10.20 10 Mining Lease by and among Thomas McGinn Incorporated Smith, both for himself and as Trustee for by the estate of Laura M. Smith, and Norma Reference(1) Story, as lessors, and La Teko Resources, Inc., as lessee relating to the Mohawk claims 10.21 10 Letter Agreement dated July 19, 1994, This Filing between International Freegold Mineral Amend. 1 Development, Inc., and La Teko Resources Ltd., regarding Private Placement of securities 10.22 10 Subscription for the Private Placement of This Filing, Securities of International Freegold Mineral Amend. 1 Development, Inc., dated July 27, 1994. 10.23 10 Form of Stock Option Agreement, with related This Filing, schedule of options Amend. 1 10.24 10 Form of Promissory Note due November 30, This Filing, 4, with related Stock Pledge Agreement Amend. 1 and schedule of lenders 10.25 10 Letter dated March 6, 1995, from Newmont This Filing, Exploration Limited, to La Teko Resources, Post- Inc., and Ryan Lode Mines, Inc., accepted by Effective them March 6, 1995 Amend. 2 10.26 10 Second Amended Letter Agreement dated as of This Filing, June 6, 1995, from Newmont Exploration Post- Limited, to La Teko Resources Inc., and Ryan Effective Lode Mines, Inc. Amend. 4 10.27 10 Venture Agreement dated as of June 9, 1995, This Filing, May 24, 1995, between La Teko Resources Inc. Post- and Newmont Exploration Limited organizing Effective the True North Joint Venture Amend. 4 10.28 10 Letter Agreement dated August 28, 1995, This Filing, between KLS Enviro Resources, Inc., and Post- Resources, Inc., related to the Ryan Lode Effective Mine Amend 5 10.29 10 Letter Agreement dated August 28, 1995, Incorporated between KLS Enviro Resources, Inc. and La by Teko Resources regarding the Ryan Lode Reference(4) property 10.30 10 Mining Lease and agreement dated August 1, Incorporated 1995 between Vincent F. Howard and Newmont by Exploration Limited regarding additional Reference(5) True North claims in which La Teko participates 35% 10.31 10 Mining Lease and agreement dated August 1, Incorporated 1995 between Charles B. Woodruff and Newmont by Exploration Limited regarding additional True Reference(5) North claims in which La Teko participates 35% 10.32 10 Mining Lease and agreement dated August 1, Incorporated 1995 between M. Dennis Shepard and Ronda by D. Benish Sheppard and Newmont Exploration Reference(5) Limited regarding additional True North claims in which La Teko participates 35% Item 23. Consents of Experts and Counsel 23.01 23 Consent of Bedford Curry & Co. This Filing, Post- Effective Amend. 9 23.02 23 Consent of Gordon J. Fretwell Law See Item 5 Corporation 23.03 23 Consent of Mine Development Associates This Filing, Post- Effective Amend. 5 Item 24. Powers of Attorney 24.01 24 Power of Attorney of John R. Hardesty, This Filing Director Post- Effective Amend. 9 24.02 24 Power of Attorney of John S. Auston, This Filing, Director Post- Effective Amend. 9 24.03 24 Power of Attorney of Douglas R. Beaumont, This Filing, Director Post- Effective Amend.9 * "This Filing" refers to the registration statement on Form S-2, SEC no. 33- 81885, amended for form S-3 by post-effective amendment no. 6. Where no reference is made to an amendment number, the exhibit was included in the original filing of this registration statement. (1) Incorporated by reference from the Company's registration statement on form S-4 filed with the Commission, SEC File Number 33-56606. (2) Incorporated by reference from the Company's annual report on form 10- KSB for the year ended December 31, 1992. (3) Incorporated by reference from the Company's annual report on form 10- KSB for the year ended December 31, 1993. (4) Incorporated by reference from the Company's annual report on form 10- KSB for the year ended December 31, 1995. (5) Incorporated by reference from the Company's quarterly report on form 10-Q for the period ended March 31, 1996. ITEM 17. UNDERTAKINGS FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. INCORPORATED ANNUAL AND QUARTERLY REPORTS The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of rule 14a-3 or rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by article 3 of regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. RULE 415 OFFERINGS: POST-EFFECTIVE AMENDMENTS (Regulation S-B, Item 512(a)) The undersigned Registrant will: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to include any additional or changed material information in the plan of distribution. (2) For the purpose of determining liability under the Securities Act, treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time to be the initial bona fide offering thereof. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the termination of the offering. INDEMNIFICATION (REGULATION S-B, ITEM 512(E)) Insofar are indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers, and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer, or controlling person of the small business issuer in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Denton, state of Texas, on the 8th day of August, 1996. LA TEKO RESOURCES LTD. (Registrant) By: /s/ Robert W. Gentry, President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----