content: <PAGE>  1
  
  ==============================================================================
  
  
  
  
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C.  20549
  
  
                                     FORM 8-K
  
  
                                  CURRENT REPORT
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
        Date of Report (Date of earliest event reported): October 20, 1998
  
  
                              ICHOR CORPORATION
              (Exact name of Registrant as specified in its charter)
  
  
                                     Delaware
                             (State of Incorporation)
  
  
             000-25132                                    25-1741849
     (Commission File Number)               (I.R.S. Employer Identification No.)
  
  
       Suite 1250, 400 Burrard Street, Vancouver, British Columbia  V6C 3A6
         (Address of principal executive offices, including postal code)
  
  
                                  (604) 683-5767
                (Registrant's telephone number, including area code)
  
  
  
  
  ==============================================================================
  
  
  <PAGE>  2
  
  
                                       -2-
  
  ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.
  
  On October 20, 1998 ICHOR Corporation (the "Corporation") acquired all of the 
  issued and outstanding shares of Nazca Holdings Ltd. ("NHL") a corporation 
  organized under the laws of the Bahamas from eight shareholders (the 
  "Vendors").  NHL, through its subsidiary, Nazca S.A. ("Nazca") a Chilean 
  company, is in the business of the exploration for and development of ground 
  water resources in Chile.  Nazca is seeking to develop a water utility to 
  provide bulk water supplies to mining, agricultural and public sectors in 
  Chile.
  
  Nazca has applied for eight exploration concessions (the "Concessions") in 
  Chile, six of which are pending and two of which are granted.  Nazca is in the 
  process of conducting exploration and development work on the granted 
  Concessions.  Economic quantities of water have been located on the granted 
  Concession sites.
  
  The consideration payable by the Corporation to the Vendors consists of:
  
        (i)     $200,000 per Concession payable upon receipt of regulatory
                approval allowing a perpetual right of access to and removal of
                ground water from the Concession.  The payments shall be made by
                delivery of shares of the Corporation having an attributed value
                of between $1.00 and $1.75 per share, depending upon the fair
                market value of the shares at the time that the approval is
                granted.  The Corporation has the option of allowing its
                interest in a Concession to revert to the original Vendors
                rather than making a payment, if it determines not to proceed
                with the development of a Concession;
  
        (ii)    One share of the Corporation for each $1.00 of net after tax
                income earned by the Corporation from the Concessions, to a
                maximum of 1,500,000 shares of the Corporation.
  
  The Corporation's obligation to issue shares is subject to receipt of any 
  required shareholder approvals.  The Corporation may make the payments or 
  equivalent payments in cash, rather than by the issue of shares, in the event 
  that all required shareholder approvals are not obtained.
  
  Drummond Financial Corporation and Logan International Corp., two major 
  shareholders of the Corporation, have entered into an agreement with the 
  Vendors pursuant to which they have agreed to transfer 599,565 shares and 
  1,400,435 shares of the Corporation, respectively, to the Vendors as partial 
  consideration for the Vendors entering into the purchase agreement with the 
  Corporation.  The obligation to transfer the shares is contingent upon Nazca 
  meeting certain performance criteria on or before March 31, 1999.
  
  
  <PAGE>  3
  
  
                                       -3-
  
  The consideration payable by the Corporation in connection with the 
  acquisition resulted from arms-length negotiations with the Vendors.  The 
  Corporation sought to tie the consideration payable to the Vendors to the 
  productivity and yields from the Concessions over time.  
  
  Financial statements of Nazca are not included in this initial report and 
  shall be filed within 60 days after the date that this initial report is 
  required to be filed.
  
  
  <PAGE>  4
  
  
                                       -4-
  
  ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)   Exhibits.
  
  Exhibit
  Number                          Description
  -------                         -----------
  
  2.1             Purchase Agreement between ICHOR Corporation and Nazca
                  Holdings Ltd.
  
  
  <PAGE>  5
  
  
                                       -5-
  
                                    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.
  
  
  
  
                                            ICHOR CORPORATION
  
                                            By:  /s/ Roy Zanatta
                                                 ----------------------
                                                 Roy Zanatta
                                                 Secretary and Director
  
  
  Date:  October 20, 1998  
  
  
  <PAGE>  6
  
  
                                ICHOR CORPORATION
                                     FORM 8-K
  
                                  EXHIBIT INDEX
  
  
  Exhibit
  Number                          Description
  -------                         -----------
  
  2.1             Purchase Agreement between ICHOR Corporation and Nazca
                  Holdings Ltd.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K OF ICHOR CORPORATION", "secsgml_size_bytes": 5859}]
metadata_filer: {"company-data": {"conformed-name": "ICHOR CORP", "cik": "0000927761", "assigned-sic": "4955", "irs-number": "251741849", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25132", "film-number": "98728782"}, "business-address": {"street1": "300 OXFORD DR", "street2": "PO BOX 10354 PACIFIC CENTRE", "city": "MONROEVILLE", "state": "PA", "zip": "15146", "phone": "6046835767"}, "mail-address": {"street1": "300 OXFORD DR", "city": "MONROEVILLE", "state": "PA", "zip": "15146"}, "former-company": {"former-conformed-name": "PDG REMEDIATION INC", "date-changed": "19940801"}}
text: 1
  
  ==============================================================================
  
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C.  20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
        Date of Report (Date of earliest event reported): October 20, 1998
  
                              ICHOR CORPORATION
              (Exact name of Registrant as specified in its charter)
  
                                     Delaware
                             (State of Incorporation)
  
             000-25132                                    25-1741849
     (Commission File Number)               (I.R.S. Employer Identification No.)
  
       Suite 1250, 400 Burrard Street, Vancouver, British Columbia  V6C 3A6
         (Address of principal executive offices, including postal code)
  
                                  (604) 683-5767
                (Registrant's telephone number, including area code)
  
  ==============================================================================
  2
  
                                       -2-
  
  ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.
  
  On October 20, 1998 ICHOR Corporation (the "Corporation") acquired all of the 
  issued and outstanding shares of Nazca Holdings Ltd. ("NHL") a corporation 
  organized under the laws of the Bahamas from eight shareholders (the 
  "Vendors").  NHL, through its subsidiary, Nazca S.A. ("Nazca") a Chilean 
  company, is in the business of the exploration for and development of ground 
  water resources in Chile.  Nazca is seeking to develop a water utility to 
  provide bulk water supplies to mining, agricultural and public sectors in 
  Chile.
  
  Nazca has applied for eight exploration concessions (the "Concessions") in 
  Chile, six of which are pending and two of which are granted.  Nazca is in the 
  process of conducting exploration and development work on the granted 
  Concessions.  Economic quantities of water have been located on the granted 
  Concession sites.
  
  The consideration payable by the Corporation to the Vendors consists of:
  
        (i)     $200,000 per Concession payable upon receipt of regulatory
                approval allowing a perpetual right of access to and removal of
                ground water from the Concession.  The payments shall be made by
                delivery of shares of the Corporation having an attributed value
                of between $1.00 and $1.75 per share, depending upon the fair
                market value of the shares at the time that the approval is
                granted.  The Corporation has the option of allowing its
                interest in a Concession to revert to the original Vendors
                rather than making a payment, if it determines not to proceed
                with the development of a Concession;
  
        (ii)    One share of the Corporation for each $1.00 of net after tax
                income earned by the Corporation from the Concessions, to a
                maximum of 1,500,000 shares of the Corporation.
  
  The Corporation's obligation to issue shares is subject to receipt of any 
  required shareholder approvals.  The Corporation may make the payments or 
  equivalent payments in cash, rather than by the issue of shares, in the event 
  that all required shareholder approvals are not obtained.
  
  Drummond Financial Corporation and Logan International Corp., two major 
  shareholders of the Corporation, have entered into an agreement with the 
  Vendors pursuant to which they have agreed to transfer 599,565 shares and 
  1,400,435 shares of the Corporation, respectively, to the Vendors as partial 
  consideration for the Vendors entering into the purchase agreement with the 
  Corporation.  The obligation to transfer the shares is contingent upon Nazca 
  meeting certain performance criteria on or before March 31, 1999.
  3
  
                                       -3-
  
  The consideration payable by the Corporation in connection with the 
  acquisition resulted from arms-length negotiations with the Vendors.  The 
  Corporation sought to tie the consideration payable to the Vendors to the 
  productivity and yields from the Concessions over time.  
  
  Financial statements of Nazca are not included in this initial report and 
  shall be filed within 60 days after the date that this initial report is 
  required to be filed.
  4
  
                                       -4-
  
  ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)   Exhibits.
  
  Exhibit
  Number                          Description
  -------                         -----------
  
  2.1             Purchase Agreement between ICHOR Corporation and Nazca
                  Holdings Ltd.
  5
  
                                       -5-
  
                                    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.
  
                                            ICHOR CORPORATION
  
                                            By:  /s/ Roy Zanatta
                                                 ----------------------
                                                 Roy Zanatta
                                                 Secretary and Director
  
  Date:  October 20, 1998
  6
  
                                ICHOR CORPORATION
                                     FORM 8-K
  
                                  EXHIBIT INDEX
  
  Exhibit
  Number                          Description
  -------                         -----------
  
  2.1             Purchase Agreement between ICHOR Corporation and Nazca
                  Holdings Ltd.