<PAGE>
 
    As filed with the Securities and Exchange Commission on July 13, 1994
                                                           Registration No. 33-
                                                                                
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                              -------------------
                                 AMAX GOLD INC.
             (Exact name of registrant as specified in its charter)
                              -------------------


         Delaware                                             06-1199974
    (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                     Identification Number)

                          9100 East Mineral Circle
                         Englewood, Colorado  80112
                               (303) 643-5500
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


    Deferred Compensation Plan For Members of the Board of Directors of 
                               Amax Gold Inc.;
         Stock Grant Plan For Nonemployee Directors of Amax Gold Inc.;
  Amax Gold Inc. 1992 Stock Option Plan; Amax Gold Inc. Performance Share Plan
                              (Full title of plan)
                              -------------------
                          
      Paul J. Hemschoot, Jr.                          With copies to:
         Amax Gold Inc.                              Paul Hilton, Esq.
     9100 East Mineral Circle                     Davis, Graham & Stubbs
    Englewood, Colorado  80112             370 Seventeenth Street, Suite 4700
         (303) 643-5540                           Denver, Colorado 80202
                                                      (303) 892-9400

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              -------------------


<TABLE> 
<CAPTION> 
                                             CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                Proposed             Proposed
                                          Amount                maximum              maximum
      Title of each class of              to be              offering price         aggregate            Amount of
    securities to be registered        registered/1/          per share/2/       offering price/2/    registration fee
- ------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>             <C>                        <C>
Common Stock ($0.01 par value)......    4,200,000 shares         7.73         32,466,000.00              11,195.17
======================================================================================================================== 
</TABLE>
(1)  The Registration Statement covers 100,000 shares which are issuable
     pursuant to the Deferred Compensation Plan For Members of the Board of
     Directors of Amax Gold Inc.; 100,000 shares which are issuable pursuant to
     the Stock Grant Plan For Nonemployee Directors of Amax Gold Inc.; 525,650
     shares which are issuable pursuant to options outstanding under and
     2,474,350 which may be issuable pursuant to the Amax Gold Inc. 1992 Stock
     Option Plan and 850,000 shares which may be issuable pursuant to the Amax
     Gold Inc. Performance Shares Plan. The Registration Statement also covers
     150,000 shares which may be issued pursuant to awards of Dividend
     Equivalents under the Amax Gold Inc. Performance Share Plan.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee. The price per share and aggregate offering price are
     based upon the actual exercise price of shares to be issued pursuant to
     options previously granted under the Amax Gold Inc. 1992 Stock Option Plan;
     and the average of the high and low prices of the Company's Common Stock on
     July 8, 1994 as reported on the New York Stock Exchange for shares to be
     awarded or subject to options to be granted under the Deferred Compensation
     Plan For Members of the Board of Directors of Amax Gold Inc.; Stock Grant
     Plan For Nonemployee Directors of Amax Gold Inc.; Amax Gold Inc. 1992 Stock
     Option Plan and Amax Gold Inc. Performance Share Plan.

<PAGE>
 
REOFFER PROSPECTUS
 
                                  9,758 SHARES
 
                                 AMAX GOLD INC.
 
                                  COMMON STOCK
                                ($.01 PAR VALUE)
 
                               ----------------
 
  This Prospectus relates to the offer and sale by certain stockholders (the
"Selling Stockholders") for their respective accounts of shares of Common
Stock, par value $.01 per share (the "Common Stock") of Amax Gold Inc. (the
"Company" or "Amax Gold") which have been issued by the Company pursuant to
the Deferred Compensation Plan for members of the Board of Directors of Amax
Gold Inc. As of the date hereof, a total of 9,758 shares of Common Stock
granted to the Selling Stockholders pursuant to the employee benefit plan are
outstanding. All of such shares are offered hereby. See "Plan of Distribution."
 
  The Company will not receive any of the proceeds from sales of Common Stock
by the Selling Stockholders.
 
  THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE
PURCHASERS SHOULD CAREFULLY REVIEW THE MATTERS SET FORTH IN "RISK FACTORS."
 
                               ----------------
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
  ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
                                 ----------------
 
                  The date of this Prospectus is July 13, 1994
<PAGE>
 
                             AVAILABLE INFORMATION
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at its Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission, 450 Fifth Street,
N.W. Plaza, Washington, D.C. 20549. The Company is also subject to the
information and reporting requirements of the securities regulatory authorities
of certain provinces of Canada and files similar reports, proxy statements and
other information with such authorities. The Common Stock is listed on the New
York and Toronto Stock Exchanges and certain warrants to purchase Common Stock
are listed on the American and Toronto Stock Exchanges. Such reports, proxy
statements and other information can also be inspected and copied at the
respective offices of these exchanges at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, the Toronto Stock Exchange, 2 First Canadian
Place, Toronto, Ontario, Canada M5X 1J2, and the American Stock Exchange, 86
Trinity Place, New York, New York 10006-1881.
 
  The Company has filed with the Commission a Registration Statement on Form S-
8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, certain
parts of which have been omitted in accordance with the rules and regulations
of the Commission. Reference is hereby made to the Registration Statement and
the exhibits thereto for further information with respect to the Company and
the Common Stock. The Registration Statement and the exhibits thereto can be
obtained from or inspected and copied at the public reference facilities
maintained by the Commission as described in the prior paragraph.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents which have been filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
 
    (a) The Company's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1993 (No. 1-9620), filed with the Commission on March
        18, 1994, pursuant to Section 13(a) or 15(d) of the Exchange Act.
 
    (b) The Company's Quarterly Report on Form 10-Q for the period ended
        March 31, 1994 filed on May 16, 1994, (No. 1-9620) pursuant to
        Section 13(a) or 15(d) of the Exchange Act.
 
    (c) The Company's Current Report on Form 8-K, dated March 7, 1994.
 
    (d) The description of the Company's Common Stock contained in the
        Company's Registration Statement on Form 8A (No. 1-9617), filed
        with the Commission pursuant to the Exchange Act on July 9, 1987,
        as amended by filings on Form 8 constituting Amendment No. 1 to the
        Form 8A, filed with the Commission on July 28, 1987.
 
  All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock 
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
 
  Any statement contained herein, or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this
 
                                       2
<PAGE>
 
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
 
  The Company will furnish without charge to each person, including any
beneficial owner of Common Stock, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated by reference herein, except for the exhibits to such documents
(unless such exhibits are specifically incorporated by reference into such
documents). Requests should be directed to Investor Relations, 9100 East
Mineral Circle, Englewood, Colorado 80112. Telephone requests may be directed
to Investor Relations at (303) 643-5522.
 
                               ----------------
 
  NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
 
                                       3
<PAGE>
 
                                  THE COMPANY
 
  The Company is engaged in the mining and processing of gold and silver ore in
the United States and Chile, the sale of refined gold and silver bullion and
the exploration for, and acquisition and development of, gold-bearing
properties in North, Central and South America. The Company's operating
properties consist of a 100% interest in the Sleeper mine, an open pit gold
mine in Humboldt County, Nevada; a 100% interest in the Hayden Hill mine, an
open pit gold mine in Lassen County, California; an indirect 90% interest in
the Guanaco mine, an open pit gold mine in the Guanaco Mining District
approximately 145 miles southeast of Antofagasta, Chile; and a 100% interest in
the Wind Mountain mine, an open pit gold mine in Washoe County, Nevada, at
which mining ceased on January 30, 1992, although residual heap leach
production has continued. The Company, having realized all future economic
benefit from its 33.53% interest in the Waihi gold mine in New Zealand
effective April 30, 1993, retains a nominal interest in such mine. At December
31, 1993, the Company had proven/probable gold reserves of approximately 268
million tons of ore containing approximately 7.4 million ounces of gold. In
1993, the Company produced approximately 210,900 ounces of gold and
approximately 673,500 ounces of silver.
 
  The Company has two major gold development projects, Refugio and Fort Knox,
which are in advanced stages of development. The Refugio project is a large
scale, low grade gold deposit in central Chile in which the Company has an
indirect 50% interest. The Fort Knox project is a 100% owned, large scale, low
grade gold deposit located approximately 15 miles northeast of Fairbanks,
Alaska. Feasibility studies have been completed with respect to both
of these projects. In addition, the Company has a 62.5% joint venture interest
in the Haile gold project in Lancaster County, South Carolina, which is in the
evaluation stage. Since these development and evaluation projects are not on
federal lands, none of them would be subject to currently proposed legislation
in Congress to alter the General Mining Law. As a result of the Company's
ongoing exploration and development efforts, the Company also has the right to
earn a 60% interest in the Robertson property, an advanced-stage exploration
prospect in Crescent Valley, Nevada, by completing a bankable feasibility study
by November 1994.
 
  The Company was incorporated as a wholly-owned subsidiary of AMAX Inc., a New
York corporation ("Amax"), in April 1987 to acquire the gold interests of Amax
in the United States, Canada and the North Island of New Zealand. Amax sold
approximately 13% of the then outstanding shares of Common Stock of the Company
in the Company's initial public offering in July 1987. On November 15, 1993,
Amax was merged with and into Cyprus Minerals Company (the "Cyprus Amax
Merger"), which was renamed Cyprus Amax Minerals Company ("Cyprus Amax").
Immediately prior to the Cyprus Amax Merger, Amax, which at that time held
approximately 68% of the Company's outstanding Common Stock, distributed
approximately 21.8 million shares (approximately 28%) of the Company's Common
Stock (together with all of the outstanding shares of common stock of Alumax
Inc., a Delaware corporation that controlled Amax's aluminum business) in a
distribution to its stockholders. Immediately following the stock distribution
and the Cyprus Amax Merger, Cyprus Amax indirectly held approximately 31.3
million shares of the Company's Common Stock, which constituted approximately
40% of the then outstanding shares of Common Stock of the Company. Subsequent
to the Cyprus Amax Merger, the Company and Cyprus Amax entered into a $100
million double convertible revolving line of credit (the "DOCLOC Agreement"),
under which the Company could issue up to 12,099,213 shares of Common Stock to
Cyprus Amax, and a stock purchase agreement providing for the purchase of
3,000,000 shares of the Company's Common Stock by Cyprus Amax (the "Stock
Purchase Agreement"), both of which agreements are subject to stockholder
approval. The issuance of Common Stock under these two agreements with Cyprus
Amax could potentially increase Cyprus Amax's share of the outstanding shares
of the Company's Common Stock to approximately 46.4 million shares (or
approximately 49.7% prior to any sale of any Common Stock hereunder). See "Risk
Factors--Stock Ownership of Cyprus Amax."
 
  The Company's Common Stock is listed on the New York and Toronto Stock
Exchanges and certain warrants to purchase the Company's Common Stock are
listed on the American and Toronto Stock Exchanges. The Company's executive
offices are located at 9100 East Mineral Circle, Englewood, Colorado 80112, and
its telephone number is (303) 643-5500.
 
                                       4
<PAGE>
 
                                  RISK FACTORS
 
  Prospective purchasers of Common Stock should carefully read this
Prospectus and the documents incorporated by reference herein. Ownership of
Common Stock involves certain risks. In determining whether to purchase Common
Stock, prospective investors should consider carefully the following risk
factors and the other information contained in this Prospectus.

PROJECT DEVELOPMENT RISKS
 
  The Company's principal development projects are an indirect 50% interest in
the Refugio gold project and a 100% interest in the Fort Knox gold project. In
addition, the Company has a 62.5% joint venture interest in the Haile gold
project. The Company has completed feasibility studies for the Refugio and Fort
Knox projects. There can be no assurance, however, that all of the remaining
permits and regulatory approvals required for development of these projects
will be issued in the time frame contemplated by the Company. Currently, the
Company estimates that the additional capital expenditures for the Refugio and
Fort Knox projects will total approximately $370 million to $410 million (of
which the Company's share is between $310 million and $340 million in addition
to capitalized acquisition and development costs of approximately $205 million
as of December 31, 1993). The Company's estimated capital expenditures for the
Refugio and Fort Knox projects are based upon currently available data and
could increase or decrease depending upon a number of factors beyond the
Company's control. In addition, the Company will not be able to commence
construction until financing has been arranged. There can be no assurance that
such financing can be arranged. Production will not commence until virtually
all of the capital expenditures have been incurred. If capital expenditures are
higher than currently estimated, additional financing may be required, and
there can be no assurance that such additional financing will be available.
 
  Development projects have no operating history upon which to base estimates
of future cash operating costs. Particularly for development projects,
estimates of reserves and cash operating costs are, to a large extent, based
upon the interpretation of geologic data obtained from drill holes and other
sampling techniques, and feasibility studies which derive estimates of cash
operating costs based upon anticipated tonnage and grades of ore to be mined
and processed, the configuration of the ore body, expected recovery rates of
the gold from the ore, comparable facility and equipment operating costs,
anticipated climatic conditions and other factors. As a result, it is possible
that actual cash operating costs and economic returns may differ significantly
from those currently estimated. It is not unusual in new mining operations to
experience unexpected problems during the start-up phase. For example, the
Company experienced such problems at its Hayden Hill mine during the second
half of 1992 and the first half of 1993. See "Reserve Estimates."
 
GOLD PRICE VOLATILITY
 
  The profitability of the Company's operations can be significantly affected
by changes in the market price of gold. The market price of gold has fluctuated
widely and is affected by numerous factors beyond the Company's control,
including international economic trends, currency exchange fluctuations,
expectations for inflation, speculative activities, consumption patterns (such
as purchases of gold jewelry and the development of gold coin programs),
purchases and sales of gold bullion holdings by central banks or other large
gold bullion holders or dealers and global or regional political events,
particularly in major gold-producing countries such as South Africa and some of
the countries that formerly comprised the Soviet Union. Gold market prices are
also affected by worldwide production levels, which have increased in recent
years. The aggregate effect of these factors, all of which are beyond the
Company's control, is impossible for the Company to predict. In addition, the
market price of gold has on occasion been subject to rapid short-term changes
because of market speculation. The following table sets forth for the years
indicated the high and low selling prices of gold, first position, as provided
by the Commodity Exchange, Inc. ("COMEX") in New York and the approximate
average selling price for such years:
 
                                       5
<PAGE>
 
<TABLE>
<CAPTION>
                                               YEAR ENDED DECEMBER 31,
                                      ------------------------------------------
                                      1994(1) 1993 1992 1991 1990 1989 1988 1987
                                      ------- ---- ---- ---- ---- ---- ---- ----
<S>                                   <C>     <C>  <C>  <C>  <C>  <C>  <C>  <C>
High.................................  $394   $407 $359 $403 $422 $419 $487 $497
Low..................................  $371   $326 $330 $344 $347 $358 $394 $392
Average..............................  $383   $360 $344 $362 $384 $382 $437 $447
</TABLE>
- --------
(1) Through June 30, 1994.
 
  If the gold price is below the Company's cash production costs and remains
below such level for any sustained period, the Company could experience
additional losses and could determine that it is not economically feasible to
continue commercial production at some or all of its operations or to continue
the development of some or all of its projects. While the Company has
historically used hedging techniques successfully to reduce the Company's
exposure to such volatility, there can be no assurance that it will be able to
do so effectively in the future.
 
RESERVE ESTIMATES
 
  While the Company's ore reserves have been reviewed by independent
consultants, the ore reserve estimates presented in this Prospectus or
incorporated herein by reference are necessarily imprecise and depend to some
extent on statistical inferences drawn from limited drilling, which may, on
occasion, prove unreliable. Should the Company encounter mineralization or
formations at any of its mines or projects different from those predicted by
drilling, sampling and similar examinations, reserve estimates may have to be
adjusted and mining plans may have to be altered in a way that might adversely
affect the Company's operations. Moreover, short-term operating factors
relating to the ore reserves, such as the need for sequential development of
ore bodies and the processing of new or different ore grades, may adversely
affect the Company's profitability in any particular accounting period.
 
  Declines in the market price of gold may also render ore reserves containing
relatively lower grades of gold mineralization, such as those currently
identified at the Company's Hayden Hill mine and at the Company's Refugio and
Fort Knox projects, uneconomic to exploit unless the utilization of forward
sales or other hedging techniques is sufficient to offset the effects of a drop
in the market price of the gold expected to be mined from such reserves.
Proven/probable reserves at the Company's mines and development projects were
calculated at December 31, 1993 based upon varying gold prices ranging from
$300 per ounce of gold for Refugio to $375 and $400 per ounce of gold for the
Company's other properties. If the Company's realized price per ounce of gold,
including hedging benefits, were to decline substantially below these levels
for an extended period, there could be material delays in the development of
new projects, increased net losses, reduced cash flow, reductions in reserves
and asset write-downs.
 
  In July 1993, the Company determined, as a result of its first year's mining
experience and a thorough reevaluation of geologic data, that the mill grade
ore at the Hayden Hill mine occurs in thinner, less continuous structures than
was originally interpreted. As a result, the Company restated its
proven/probable reserves at Hayden Hill to reclassify a significant portion of
the deposit as a mineralized material until such time, if ever, that additional
data from drilling and further mining establish otherwise. As a result of the
restatement of the Hayden Hill reserves and the decision to reconfigure the
mine as a heap leach operation and place the mill on standby status, the
Company recognized a $64.1 million pre-tax ($41.9 million after-tax) write-down
of the Hayden Hill asset as of June 30, 1993. In addition, after seven years of
operation, recent production experience and a reinterpretation of geologic and
metallurgical data at the Sleeper mine during the fourth quarter of 1993 led to
a reduction of the proven/probable ore reserves at that mine. As a result, Amax
Gold recognized a $23.6 million pre-tax ($15.6 million after-tax) write-down of
the Sleeper asset as of December 31, 1993. See Note 7 to Consolidated Financial
Statements in the Company's 1993 Form 10-K incorporated by reference herein.
 
                                       6
<PAGE>
 
ENVIRONMENTAL RISKS
 
  Mining is subject to potential risks and liabilities associated with
pollution of the environment and the disposal of waste products occurring as a
result of mineral exploration and production. While the Company currently has
insurance against environmental risks (including potential liability for
pollution or other hazards as a result of the disposal of waste products
occurring from exploration and production) through Cyprus Amax, such insurance
may not always be available at a reasonable price. To the extent the Company
is subject to environmental liabilities, the payment of such liabilities would
reduce funds otherwise available to the Company and could have a material
adverse effect on the Company. Should the Company be unable to fully fund the
cost of remedying an environmental problem, the Company might be required to
suspend operations or enter into interim compliance measures pending
completion of the required remedy. The potential exposure may be significant
and could have a material adverse effect on the Company.
 
  In the context of environmental permitting, including the approval of
reclamation plans, the Company must comply with standards, laws and regulations
which may entail greater or lesser costs and delays depending on the nature of
the activity to be permitted and how stringently the regulations are
implemented by the permitting authority. It is possible that the costs and
delays associated with compliance with such laws, regulations and permits could
become such that the Company would not proceed with the development of a
project or the operation or further development of a mine. Laws and regulations
involving the protection and remediation of the environment are constantly
changing and are generally becoming more restrictive. The Company has made, and
expects to make in the future, significant expenditures to comply with such
laws and regulations.
 
  Pending bills which affect environmental laws applicable to mining include
versions which may substantially alter the Clean Water Act, Safe Drinking Water
Act, Endangered Species Act and a bill which will introduce additional
protection of wetlands (Wetlands Protection and Management Act). Adverse
development and operating requirements in these acts could impair the ability
of the Company as well as others to develop mineral resources. Revisions to
current versions of these bills could occur prior to passage.
 
  The Environmental Protection Agency ("EPA") continues the development of a
solid waste regulatory program specific to mining operations under the Resource
Conservation and Recovery Act ("RCRA"). Of particular concern to the mining
industry is a proposal by EPA titled "Recommendations for a Regulatory Program
for Mining Waste and Materials Under Subtitle D of the Resource Conservation
and Recovery Act" ("Strawman II") which, if implemented, would create a system
of comprehensive federal regulation of the entire mine site. Many of these
requirements would be duplicative of existing state regulations. Strawman II as
currently proposed would regulate not only mine and mill wastes, but also
numerous production facilities and processes which could limit internal
flexibility in operating a mine. To implement Strawman II as proposed, the EPA
must seek additional statutory authority, which is expected to be requested in
connection with Congress' reauthorization of the RCRA.
 
  Operations at the Company's Guanaco mine and development of the Company's
Refugio project are subject to regulation under the laws of Chile. In March
1994, the country's first comprehensive environmental framework law became
effective. Among other things, this law (i) provides for the establishment of a
comprehensive program for the issuance of permits for future exploration and
mining activities, (ii) imposes the obligation to perform environmental impact
analyses for mining and exploration projects or activities, (iii) creates a
liability scheme for forms of environmental damage, and (iv) contemplates the
issuance of regulations which will impose operating standards. The full impact
of the new law on the mining industry in Chile is unclear at present.
 
OTHER GOVERNMENTAL REGULATION
 
  The Company's mining operations and exploration activities are subject to
extensive federal, state, local and foreign laws and regulations governing
exploration, development, production, exports, taxes, labor
 
                                       7
<PAGE>
 
standards, occupational health, mine safety and other matters. The Company
believes that it is in substantial compliance with all such material laws and
regulations. New laws and regulations, amendments to existing laws and
regulations, or more stringent implementation of existing laws and regulations
could have a material adverse impact on the Company, prohibit, reduce or delay
production at operating mines or prevent the development of new mining
properties.
 
PROPOSED FEDERAL LEGISLATION
 
  The U.S. Congress is actively considering a proposed major revision of the
General Mining Law, which governs mining claims and related activities on
federal public lands. The Senate and House of Representatives each has passed a
separate bill for mining law revisions and following conference committee
action, a law may be enacted before the end of 1994. The Company anticipates
that when this law is effective, it will impose a royalty upon production of
minerals from federal lands and will contain new requirements for mined land
reclamation and similar environmental control and reclamation measures. It
remains unclear to what extent such new legislation will affect existing
mining claims and operations. The effect of any revision of the General Mining
Law on the Company's United States operations cannot be determined
conclusively until such revision is enacted; however, such legislation could
materially increase costs at Hayden Hill, which is primarily located on
federal lands, and could impair the Company's ability to develop future
mineral prospects on unpatented mining claims. Because the Refugio, Fort Knox
and Haile projects are not on federal lands, none of these projects would be
subject to such currently proposed federal legislation.
 
FOREIGN OPERATIONS
 
  Foreign operations and investments are subject to the risks normally
associated with conducting business in foreign countries, including foreign
exchange controls and currency fluctuations, limitations on repatriation of
earnings, foreign taxation, laws or policies of particular countries, labor
disputes and uncertain political and economic environments as well as risks of
war and civil disturbances or other risks which could cause production
difficulties or stoppages, restrict the movement of funds or result in the
deprivation or loss of contract rights or the taking of property by
nationalization or expropriation without fair compensation. Foreign operations
could also be impacted by laws and policies of the United States affecting
foreign trade, investment and taxation. The Company currently has significant
operations and a significant development project in Chile, a nominal interest
in a mine in New Zealand and an option on an exploration prospect in Panama.
 
EXPLORATION RISKS
 
  Mineral exploration, particularly for gold, is highly speculative in nature,
involves many risks and frequently is nonproductive. There can be no assurance
that the Company's mineral exploration efforts will be successful. Once
mineralization is discovered, it usually takes a number of years from the
initial phases of exploration until production is possible, during which time
the economic feasibility of production may change. Substantial expenditures are
required to establish ore reserves through drilling, to determine metallurgical
processes to extract the metal from the ore and, in the case of new properties,
to construct mining and processing facilities. As a result of these
uncertainties, no assurance can be given that the Company's exploration
programs will result in the expansion or replacement of existing reserves, some
of which are being depleted by current production.
 
  The Company expects to enter into an Exploration Joint Venture Agreement (the
"Exploration JV") with Cyprus Amax effective January 1, 1994, under which the
Company and Cyprus Amax will pool their efforts for the principal purpose of
discovering and developing future gold prospects, with Cyprus Amax providing
75% and the Company providing 25% of the initial exploration funding for such
prospects. Such Exploration JV is expected to broaden the geographic reach of
the Company's gold exploration program and reduce its cost by sharing key
personnel and spreading the high risks associated with exploration.
Nevertheless, the Company will initially have only a 25% interest in any
prospects discovered through the
 
                                       8
<PAGE>
 
Exploration JV. Cyprus Amax's 75% interest in gold prospects developed through
the Exploration JV will be available for Amax Gold to purchase prior to a
decision to place such prospect in production, but only at the then fair market
value for such interest (which may be determined by mutual agreement). This
could ultimately increase the Company's cost of acquiring such prospects.
 
MINING RISKS AND INSURANCE
 
  The business of gold mining generally is subject to a number of risks and
hazards, including environmental hazards, industrial accidents and rock falls,
labor disputes, flooding, interruptions due to inclement or hazardous weather
conditions and other acts of God. Such risks could result in damage to, or
destruction of, mineral properties or production facilities, personal injury,
environmental damage, process and production delays, monetary losses and
possible legal liability. While the Company maintains through Cyprus Amax, and
intends to continue to maintain, insurance consistent with industry practice,
no assurance can be given that such insurance will continue to be available, be
available at economically acceptable premiums or be adequate to cover any
resulting liability.
 
TITLE TO PROPERTIES
 
  The validity of unpatented mining claims, which constitute a significant
portion of the Company's property holdings in the United States, is often
uncertain and may be contested. Three of the Company's properties--the Sleeper
mine, the Wind Mountain mine and a portion of the Hayden Hill mine--are located
on unpatented federal lode and placer mining claims. In addition, most of the
Company's exploration properties in the United States also consist of
unpatented federal mining claims or leases of such claims. Unpatented mining
claims are unique property interests and are generally considered subject to
greater title risk than patented mining claims and real property interests
owned in fee simple. Substantially all of the Fort Knox property is located on
Alaska State mining claims which are subject to certain title risks similar to
those affecting federal unpatented mining claims. In addition, these lands have
been included in a list of lands submitted to the Alaska State Legislature to
help reconstitute the Alaska Mental Health Trust (the "Trust") pursuant to
legislation enacted in May 1994 amending legislation enacted in June 1991. If
the Fort Knox lands are conveyed to the Trust, the conveyance would be subject
to all encumbrances or interests of record, including the upland mining lease,
millsite permit and other permits already issued by the State of Alaska, and
rentals and royalties would be payable to the Trust rather than to the State of
Alaska. The Trust could potentially assert its interests with respect to any
applications for future permits or rights (or applications for material
modifications, if any, to existing permits or rights) and could at some time
attempt to increase the amount of royalties payable with respect to production
from the Fort Knox property.
 
  The Company has filed a patent application with the United States Bureau of
Land Management ("BLM") for certain claims at its Sleeper mine, and the BLM has
issued a Mineral Entry Final Certificate for these claims; however, there can
be no assurance that the BLM will grant a patent for such claims. The Company
has not filed a patent application for any of its other properties and, under
proposed legislation to change the General Mining Law, patents may not be
obtainable for such other properties. Although the Company has attempted to
acquire satisfactory title to its undeveloped properties, the Company does not
generally obtain title opinions until financing is sought to develop a
property, with the attendant risk that title to some properties, particularly
title to undeveloped properties, may be defective. Mining operations in Chile
are conducted under concession or mining leases issued pursuant to applicable
laws.
 
STOCK OWNERSHIP OF CYPRUS AMAX
 
  As of June 30, 1994, Cyprus Amax held approximately 40% of the outstanding
shares of the Company's Common Stock. As a result of the DOCLOC Agreement and
the Stock Purchase Agreement, Cyprus Amax's share of outstanding shares of the
Company's Common Stock could potentially increase to approximately 49.7% prior
to any sale of Common Stock hereunder. Directors and officers of Cyprus Amax
comprise four of the six members of the Company's Board of Directors. Milton H.
Ward, Co-Chairman of
 
                                       9
<PAGE>
 
the Board, President and Chief Executive Officer of Cyprus Amax, is the
Chairman of the Board, President and Chief Executive Officer of Amax Gold;
Gerald J. Malys, Senior Vice President and Chief Financial Officer of Cyprus
Amax, is a director of Amax Gold; Allen Born, Co-Chairman of Cyprus Amax, is a
director of Amax Gold; and Rockwell A. Schnabel, a director of Cyprus Amax, is
a director of Amax Gold.
 
  The Company is also dependent upon Cyprus Amax with respect to the provision
of certain services to the Company including exploration, insurance,
accounting, cash management and other administrative services. These services
are provided by Cyprus Amax under agreements, some of which may be terminated
on 180 days prior notice. New agreements are currently being negotiated between
the Company and Cyprus Amax to replace certain agreements in place with Amax at
the time of the Cyprus Amax Merger. In addition, the Company rents its
principal offices from Cyprus Amax. As of March 31, 1994, the Company owed
$25.4 million to Cyprus Amax, primarily as a result of advances that were made
by Amax to the Company prior to the Cyprus Amax Merger, and Cyprus Amax had
guaranteed $53.7 million of the Company's indebtedness. In addition, pursuant
to the Stock Purchase Agreement, Cyprus Amax will purchase 3,000,000 shares of
Common Stock at a purchase price of $6.888 per share, the average closing price
per share of Common Stock for the ten-day period prior to the signing of the
commitment letter. The proceeds of the sale will be used to retire indebtedness
owed by Amax Gold to Cyprus Amax. Cyprus Amax has also entered into the DOCLOC
Agreement to make available to the Company a $100 million double convertible
revolving line of credit. Outstanding indebtedness under the DOCLOC Agreement
may be repaid by the Company issuing a like amount of its newly created $2.25
Series A Convertible Preferred Stock, which may be converted by Cyprus Amax
into a maximum of 12,099,213 shares of the Company's Common Stock at $8.265 per
share, a 20% premium over the average closing price per share of Common Stock
for the ten-day period prior to the signing of the commitment letter. The
Company will have the right to redeem such Convertible Preferred Stock with the
Company's Common Stock at a price per share equal to the greater of $5.854 or
the average closing price per share (up to $8.265) for a predetermined period
prior to redemption. The ability of the Company to issue its Series A
Convertible Preferred Stock to repay indebtedness owed to Cyprus Amax under the
DOCLOC Agreement and to issue Common Stock upon conversion or redemption of
such Series A Convertible Preferred Stock and the issuance of the shares of
Common Stock to Cyprus Amax under the Stock Purchase Agreement are conditioned
upon the Company's obtaining the approval of its stockholders by the
affirmative vote of 66 2/3% of the shares of the Company's outstanding Common
Stock which are not owned by Cyprus Amax and the affirmative vote of 50% of all
outstanding shares of the Company's Common Stock at a special meeting of
stockholders. The acquisition by Cyprus Amax of 3,000,000 shares of Common
Stock under the Stock Purchase Agreement, combined with the potential issuance
of up to 12,099,213 shares of Common Stock under the DOCLOC Agreement, could
increase Cyprus Amax's ownership of the Company's outstanding shares of Common
Stock to approximately 49.7%.
 
                                       10
<PAGE>
 
                             SELLING STOCKHOLDERS
 
  The following table shows the names of the Selling Stockholders, the number
of shares of Company Common Stock owned beneficially by each of them, or their
nominees, as of July 11, 1994, and the number of shares which may be offered
pursuant to this Prospectus (such offered shares shall be referred to herein
as the "Stockholder Securities"). This information is based on information
provided by the Selling Stockholders or their representatives. Because the
Selling Stockholders may offer all, some or none of the Stockholder Securities
which they hold, no definitive estimate can be given as to the number of
Stockholder Securities that will be held by the Selling Stockholders upon
termination of such offering. Shares of Common Stock held by Selling Stock-
holders may be sold either pursuant to the Registration Statement of which this
Prospectus is a part or pursuant to Rule 144 under the Securities Act.
 
<TABLE>
<CAPTION>
                             SHARES BENEFICIALLY               SHARES               SHARES BENEFICIALLY
                             OWNED BEFORE SALES         OFFERED FOR SELLING          OWNED AFTER SALES
                            UNDER THIS PROSPECTUS     STOCKHOLDER'S ACCOUNT(1)    UNDER THIS PROSPECTUS(2)
                         ---------------------------- ------------------------ -----------------------------
SELLING STOCKHOLDER          NUMBER      PERCENTAGE            NUMBER              NUMBER       PERCENTAGE
- -------------------      ------------- --------------          ------          -------------  --------------
<S>                      <C>           <C>            <C>                      <C>            <C>
Paul W. MacAvoy.........         2,533            **           2,509                      24              **
Emil Mosbacher Jr.......        10,542            **           7,249                   3,293              **
</TABLE>
- --------
 ** Less than one percent (1%) of Common Stock outstanding June 30, 1994.
(1) Figures in this column consist of shares issued pursuant to employee 
    benefit plans, as that term is defined under Rule 405 of the Securities Act.
(2) Figures in this column assume the sale by the Selling Stockholders of all
    of their Stockholder Securities.
 
                             PLAN OF DISTRIBUTION
 
  The shares of Common Stock covered by this Prospectus may be offered or sold
from time to time by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on the New
York Stock Exchange and/or the Toronto Stock Exchange, in block trades,
pursuant to purchases by a broker or a dealer as principal, in private
transactions or otherwise, at prices then prevailing in the market or at
negotiated prices. The Company will not receive any of the proceeds from sales
by Selling Stockholders.
 
  Any broker or dealer involved in the offer or sale of the shares included
herein may receive brokerage commissions or discounts. To the knowledge of the
Company, there is currently no agreement with any broker or dealer respecting
such transactions. Upon sale of such shares, any or all of the Selling
Stockholders or anyone effecting sales on behalf of the Selling Stockholders
may be deemed an underwriter, as that term is defined in the Securities Act.
None of the Selling Stockholders believes he is an underwriter within the
meaning of the Securities Act. All expenses of the registration of the Common
Stock covered by this Prospectus are to be borne by the Company.
 
                                 LEGAL MATTERS
 
  The validity of the issuance of the shares of Common Stock described herein
will be passed upon by Paul J. Hemschoot Jr., Vice President, Secretary and
General Counsel of the Company.
 
                                    EXPERTS
 
  The financial statements and schedules incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Coopers and Lybrand, independent accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the authority
of said firm as experts in giving said reports.
 
                                      11
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.  Incorporation of Documents by Reference.

    Amax Gold Inc. (the "Company" or "Registrant"), hereby states that the
following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference as of their date of filing with the
Commission:

   (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (No. 1-9620), filed with the Commission on March 18,
1994, pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 (the
"Exchange Act").

   (b)  The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1994 filed on May 16, 1994, (No. 1-9620) pursuant to Section 13(a) or
15(d) of the Exchange Act. 

   (c)  The Company's Current Report on Form 8-k, dated March 7, 1994.

   (d)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8A (No. 1-9617), filed with the
Commission pursuant to the Exchange Act on July 9, 1987, as amended by filings
on Form 8 constituting Amendment No. 1 to the Form 8A, filed with the Commission
on July 28, 1987.

    All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a Post-Effective
Amendment to this Registration Statement indicating that all securities offered
under the Registration Statement have been sold, or deregistering all securities
then remaining unsold, are also incorporated herein by reference and shall be a
part hereof from the date of filing of such documents.

    Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

4.  Description of Securities.

    Not applicable.

                                     II-1
<PAGE>
 
5.   Interests of Named Experts and Counsel.

     Mr. Paul J. Hemschoot, Jr. is Vice President, Secretary and General Counsel
to the Company and is providing the opinion filed as Exhibit 5.1 to the
Registration Statement.  Mr. Hemschoot is beneficial owner of 8,432 shares of
Common Stock of the Company, including shares beneficially owned under benefit 
plans of the Company and shares issuable pursuant to options exercisable 
within 60 days.

6.   Indemnification of Directors and Officers.
 
     Article SIXTH of the Company's Restated Certificate of Incorporation and
Article VI of the Company's Bylaws (collectively the "Governance Documents")
confers on the Company's officers and directors indemnification rights.
 
     Section 102 of the Delaware General Corporation Law (the "Delaware Law")
allows a corporation to eliminate the personal liability of a director of a
corporation to the corporation or to any of its stockholders for monetary
damage for a breach of his fiduciary duty as a director, except in the case
where the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware
corporate law or obtained an improper personal benefit. Article SIXTH of the
Company's Restated Certificate of Incorporation eliminates directors' personal
liability in accordance with such Section 102 of the Delaware Law.
 
     Section 145 of the Delaware Law authorizes corporations to indemnify
directors and officers against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement reasonably incurred in connection with
civil, criminal, administrative, or investigative actions, suits or proceedings
to which such persons are parties or threatened to be made a party by reason of
their corporate position (other than actions by or in the right of the
corporation to procure a judgment in its favor--so called "derivative suits")
if such persons acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. With respect to derivative suits, Section
145 prescribes a similar standard of care but limits the available
indemnification to expenses (including attorneys' fees) reasonably incurred in
connection with the defense or settlement of such action or suit and further
provides that if the derivative suit results in a judgment that the person
seeking indemnification is liable to the corporation, no such indemnification
is to be made without court approval. Section 145(f) of the Delaware Law also
specifically permits corporations to provide their officers, directors,
employees and agents with indemnification and advancement of expenses in
addition to those specifically required and/or permitted to be provided
pursuant to other provisions of such Section 145.
 
     Under the provisions of the Governance Documents, each person who was or is
made a party to, or is threatened to be made a party to or is involved in, any
action, suit or other legal proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person is or was a director
or officer of the Company, or is or was performing services at the Company's
request for another entity, including service with respect to employee benefit
plans, shall be indemnified to the full extent permitted by Delaware Law as in
effect or as it may be amended against all costs, charges, expenses,
liabilities and losses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred by such person in connection with such proceeding. The
rights to indemnification conferred pursuant to the Governance Documents are
contract rights and include the right to receive payment for expenses of
defending a proceeding as to which there may be a right to indemnification
prior to its final disposition, provided that if the Delaware Law requires (and
it currently does), such advance payment shall be made only upon receipt by the
Company of an undertaking to the effect that all amounts so advanced will be
repaid if it is ultimately found that the party who received such amounts is
not entitled to be indemnified. The effect of providing that the
indemnification rights are contract rights is to permit indemnified individuals
to enforce such provisions directly against the Company. In addition, the
Governance Documents authorize the Company to provide other permissible
indemnification. Finally, the Governance Documents provide that the Company may
(and it does) maintain insurance to protect itself and any of its officers,
directors, employees or agents, to the limit of such coverage, against any
expense, liability or loss, even if the Company would not have the power itself
to indemnify such person against such expense, liability or loss under the
Delaware Law.
 
                                      II-2



<PAGE>
 
7.   Exemption from Registration Claimed.

     Not applicable.

8.   Exhibits

     4.1 Deferred Compensation Plan For Members of the Board of Directors of
         Amax Gold Inc.

     4.2 Stock Grant Plan For Nonemployee Directors of Amax Gold Inc.

     4.3 Amax Gold Inc. 1992 Stock Option Plan.

     4.4 Amax Gold Inc. Performance Share Plan.

     4.5 Specimen Director Deferral Agreement for Deferred Compensation Plan 
         for Members of the Board of Directors of Amax Gold Inc.

     4.6 Specimen Option Agreement For Grant of Incentive and/or NonQualified 
         Stock Option.

     5.1 Opinion and Consent of Paul Hemschoot Jr., Esq., General Counsel of
         Amax Gold Inc.

    23.1 Consent of General Counsel.  See Exhibit 5.1.

    23.2 Consent of Coopers & Lybrand.

9.     Undertakings

       A. The undersigned Registrant hereby undertakes:  (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement,
or any material change to such information in the Registration Statement; (2)
that, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment 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; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

                                     II-3
<PAGE>
 
       B. 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 (the "Exchange Act") 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.

       C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 Act and will
be governed by the final adjudication of such issue.

                                     II-4
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, County of Arapahoe, State of Colorado, on
the 13th day of July, 1994.

                                 AMAX GOLD INC.


                                By:/s/ Paul J. Hemschoot 
                                   --------------------------------------------
                                   Paul J. Hemschoot, Jr.
                                   Vice President, Secretary and General Counsel


          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

          Signature                    Title                           Date
          ---------                  ---------                       --------


/s/ Milton H. Ward             Chairman of the Board, President    July 13, 1994
- ---------------------------    Chief Executive Officer and Director
Milton H. Ward                 (Principal Executive Officer)

            
/s/ Mark A. Lettes             Vice President - Finance            July 13, 1994
- ---------------------------    and Chief Financial Officer  
Mark A. Lettes                 (Principal Financial Officer) 
                             

/s/ Pamela L. Saxton           Vice President and Controller       July 13, 1994
- ---------------------------    (Principal Accounting Officer) 
Pamela L. Saxton           

/s/ Allen Born                 Director                            July 13, 1994
- ---------------------------                              
Allen Born


/s/ Gerald J. Malys            Director                            July 13, 1994
- ---------------------------                       
Gerald J. Malys


                                     II-5
<PAGE>
 
/s/ Rockwell A. Schnabel       Director                            July 13, 1994
- --------------------------
Rockwell A. Schnabel


/s/ Vernon F. Taylor, Jr.      Director                            July 13, 1994
- ---------------------------                          
Vernon F. Taylor, Jr.


/s/ Russell L. Wood            Director                            July 13, 1994
- ---------------------------
Russell L. Wood

                                     II-6
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit                                                              Sequential
  No.     Description                                                Page No.
- --------------------------------------------------------------------------------

 4.1    Deferred Compensation Plan For Members of the Board of Directors of
        Amax Gold Inc.

 4.2    Stock Grant Plan For Nonemployee Directors of Amax Gold Inc.

 4.3    Amax Gold Inc. 1992 Stock Option Plan.

 4.4    Amax Gold Inc. Performance Share Plan.

 4.5    Specimen Director Deferral Agreement for Deferred Compensation Plan 
        for Members of the Board of Directors of Amax Gold Inc.

 4.6    Specimen Option Agreement For Grant of Incentive and/or NonQualified 
        Stock Option.

 5.1    Opinion and Consent of Paul Hemschoot Jr., Esq., General Counsel of Amax
        Gold Inc.

23.1    Consent of General Counsel.  See Exhibit 5.1.

23.2    Consent of Coopers & Lybrand.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 62582}]
{"company-data": {"conformed-name": "AMAX GOLD INC", "cik": "0000814577", "assigned-sic": "1040", "irs-number": "061199974", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54553", "film-number": "94538714"}, "business-address": {"street1": "9100 EAST MINERAL CIRCLE", "city": "ENGLEWOOD", "state": "CO", "zip": "80155", "phone": "3036435500"}, "mail-address": {"street1": "AMAX GOLD INC", "street2": "9100 EAST MINERAL CIRCLE", "city": "ENGLEWOOD", "state": "CO", "zip": "80155"}}
As filed with the Securities and Exchange Commission on July 13, 1994
                                                           Registration No. 33-
                                                                                
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                              -------------------
                                 AMAX GOLD INC.
             (Exact name of registrant as specified in its charter)
                              -------------------

         Delaware                                             06-1199974
    (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                     Identification Number)

                          9100 East Mineral Circle
                         Englewood, Colorado  80112
                               (303) 643-5500
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

    Deferred Compensation Plan For Members of the Board of Directors of 
                               Amax Gold Inc.;
         Stock Grant Plan For Nonemployee Directors of Amax Gold Inc.;
  Amax Gold Inc. 1992 Stock Option Plan; Amax Gold Inc. Performance Share Plan
                              (Full title of plan)
                              -------------------
                          
      Paul J. Hemschoot, Jr.                          With copies to:
         Amax Gold Inc.                              Paul Hilton, Esq.
     9100 East Mineral Circle                     Davis, Graham & Stubbs
    Englewood, Colorado  80112             370 Seventeenth Street, Suite 4700
         (303) 643-5540                           Denver, Colorado 80202
                                                      (303) 892-9400

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              -------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                Proposed             Proposed
                                          Amount                maximum              maximum
      Title of each class of              to be              offering price         aggregate            Amount of
    securities to be registered        registered/1/          per share/2/       offering price/2/    registration fee
- ------------------------------------------------------------------------------------------------------------------------
Common Stock ($0.01 par value)......    4,200,000 shares         7.73         32,466,000.00              11,195.17
========================================================================================================================
(1)  The Registration Statement covers 100,000 shares which are issuable
     pursuant to the Deferred Compensation Plan For Members of the Board of
     Directors of Amax Gold Inc.; 100,000 shares which are issuable pursuant to
     the Stock Grant Plan For Nonemployee Directors of Amax Gold Inc.; 525,650
     shares which are issuable pursuant to options outstanding under and
     2,474,350 which may be issuable pursuant to the Amax Gold Inc. 1992 Stock
     Option Plan and 850,000 shares which may be issuable pursuant to the Amax
     Gold Inc. Performance Shares Plan. The Registration Statement also covers
     150,000 shares which may be issued pursuant to awards of Dividend
     Equivalents under the Amax Gold Inc. Performance Share Plan.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee. The price per share and aggregate offering price are
     based upon the actual exercise price of shares to be issued pursuant to
     options previously granted under the Amax Gold Inc. 1992 Stock Option Plan;
     and the average of the high and low prices of the Company's Common Stock on
     July 8, 1994 as reported on the New York Stock Exchange for shares to be
     awarded or subject to options to be granted under the Deferred Compensation
     Plan For Members of the Board of Directors of Amax Gold Inc.; Stock Grant
     Plan For Nonemployee Directors of Amax Gold Inc.; Amax Gold Inc. 1992 Stock
     Option Plan and Amax Gold Inc. Performance Share Plan.
REOFFER PROSPECTUS
 
                                  9,758 SHARES
 
                                 AMAX GOLD INC.
 
                                  COMMON STOCK
                                ($.01 PAR VALUE)
 
                               ----------------
 
  This Prospectus relates to the offer and sale by certain stockholders (the
"Selling Stockholders") for their respective accounts of shares of Common
Stock, par value $.01 per share (the "Common Stock") of Amax Gold Inc. (the
"Company" or "Amax Gold") which have been issued by the Company pursuant to
the Deferred Compensation Plan for members of the Board of Directors of Amax
Gold Inc. As of the date hereof, a total of 9,758 shares of Common Stock
granted to the Selling Stockholders pursuant to the employee benefit plan are
outstanding. All of such shares are offered hereby. See "Plan of Distribution."
 
  The Company will not receive any of the proceeds from sales of Common Stock
by the Selling Stockholders.
 
  THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE
PURCHASERS SHOULD CAREFULLY REVIEW THE MATTERS SET FORTH IN "RISK FACTORS."
 
                               ----------------
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
  ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
                                 ----------------
 
                  The date of this Prospectus is July 13, 1994
AVAILABLE INFORMATION
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at its Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission, 450 Fifth Street,
N.W. Plaza, Washington, D.C. 20549. The Company is also subject to the
information and reporting requirements of the securities regulatory authorities
of certain provinces of Canada and files similar reports, proxy statements and
other information with such authorities. The Common Stock is listed on the New
York and Toronto Stock Exchanges and certain warrants to purchase Common Stock
are listed on the American and Toronto Stock Exchanges. Such reports, proxy
statements and other information can also be inspected and copied at the
respective offices of these exchanges at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, the Toronto Stock Exchange, 2 First Canadian
Place, Toronto, Ontario, Canada M5X 1J2, and the American Stock Exchange, 86
Trinity Place, New York, New York 10006-1881.
 
  The Company has filed with the Commission a Registration Statement on Form S-
8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, certain
parts of which have been omitted in accordance with the rules and regulations
of the Commission. Reference is hereby made to the Registration Statement and
the exhibits thereto for further information with respect to the Company and
the Common Stock. The Registration Statement and the exhibits thereto can be
obtained from or inspected and copied at the public reference facilities
maintained by the Commission as described in the prior paragraph.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents which have been filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
 
    (a) The Company's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1993 (No. 1-9620), filed with the Commission on March
        18, 1994, pursuant to Section 13(a) or 15(d) of the Exchange Act.
 
    (b) The Company's Quarterly Report on Form 10-Q for the period ended
        March 31, 1994 filed on May 16, 1994, (No. 1-9620) pursuant to
        Section 13(a) or 15(d) of the Exchange Act.
 
    (c) The Company's Current Report on Form 8-K, dated March 7, 1994.
 
    (d) The description of the Company's Common Stock contained in the
        Company's Registration Statement on Form 8A (No. 1-9617), filed
        with the Commission pursuant to the Exchange Act on July 9, 1987,
        as amended by filings on Form 8 constituting Amendment No. 1 to the
        Form 8A, filed with the Commission on July 28, 1987.
 
  All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock 
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
 
  Any statement contained herein, or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this
 
                                       2
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
 
  The Company will furnish without charge to each person, including any
beneficial owner of Common Stock, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated by reference herein, except for the exhibits to such documents
(unless such exhibits are specifically incorporated by reference into such
documents). Requests should be directed to Investor Relations, 9100 East
Mineral Circle, Englewood, Colorado 80112. Telephone requests may be directed
to Investor Relations at (303) 643-5522.
 
                               ----------------
 
  NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
 
                                       3
THE COMPANY
 
  The Company is engaged in the mining and processing of gold and silver ore in
the United States and Chile, the sale of refined gold and silver bullion and
the exploration for, and acquisition and development of, gold-bearing
properties in North, Central and South America. The Company's operating
properties consist of a 100% interest in the Sleeper mine, an open pit gold
mine in Humboldt County, Nevada; a 100% interest in the Hayden Hill mine, an
open pit gold mine in Lassen County, California; an indirect 90% interest in
the Guanaco mine, an open pit gold mine in the Guanaco Mining District
approximately 145 miles southeast of Antofagasta, Chile; and a 100% interest in
the Wind Mountain mine, an open pit gold mine in Washoe County, Nevada, at
which mining ceased on January 30, 1992, although residual heap leach
production has continued. The Company, having realized all future economic
benefit from its 33.53% interest in the Waihi gold mine in New Zealand
effective April 30, 1993, retains a nominal interest in such mine. At December
31, 1993, the Company had proven/probable gold reserves of approximately 268
million tons of ore containing approximately 7.4 million ounces of gold. In
1993, the Company produced approximately 210,900 ounces of gold and
approximately 673,500 ounces of silver.
 
  The Company has two major gold development projects, Refugio and Fort Knox,
which are in advanced stages of development. The Refugio project is a large
scale, low grade gold deposit in central Chile in which the Company has an
indirect 50% interest. The Fort Knox project is a 100% owned, large scale, low
grade gold deposit located approximately 15 miles northeast of Fairbanks,
Alaska. Feasibility studies have been completed with respect to both
of these projects. In addition, the Company has a 62.5% joint venture interest
in the Haile gold project in Lancaster County, South Carolina, which is in the
evaluation stage. Since these development and evaluation projects are not on
federal lands, none of them would be subject to currently proposed legislation
in Congress to alter the General Mining Law. As a result of the Company's
ongoing exploration and development efforts, the Company also has the right to
earn a 60% interest in the Robertson property, an advanced-stage exploration
prospect in Crescent Valley, Nevada, by completing a bankable feasibility study
by November 1994.
 
  The Company was incorporated as a wholly-owned subsidiary of AMAX Inc., a New
York corporation ("Amax"), in April 1987 to acquire the gold interests of Amax
in the United States, Canada and the North Island of New Zealand. Amax sold
approximately 13% of the then outstanding shares of Common Stock of the Company
in the Company's initial public offering in July 1987. On November 15, 1993,
Amax was merged with and into Cyprus Minerals Company (the "Cyprus Amax
Merger"), which was renamed Cyprus Amax Minerals Company ("Cyprus Amax").
Immediately prior to the Cyprus Amax Merger, Amax, which at that time held
approximately 68% of the Company's outstanding Common Stock, distributed
approximately 21.8 million shares (approximately 28%) of the Company's Common
Stock (together with all of the outstanding shares of common stock of Alumax
Inc., a Delaware corporation that controlled Amax's aluminum business) in a
distribution to its stockholders. Immediately following the stock distribution
and the Cyprus Amax Merger, Cyprus Amax indirectly held approximately 31.3
million shares of the Company's Common Stock, which constituted approximately
40% of the then outstanding shares of Common Stock of the Company. Subsequent
to the Cyprus Amax Merger, the Company and Cyprus Amax entered into a $100
million double convertible revolving line of credit (the "DOCLOC Agreement"),
under which the Company could issue up to 12,099,213 shares of Common Stock to
Cyprus Amax, and a stock purchase agreement providing for the purchase of
3,000,000 shares of the Company's Common Stock by Cyprus Amax (the "Stock
Purchase Agreement"), both of which agreements are subject to stockholder
approval. The issuance of Common Stock under these two agreements with Cyprus
Amax could potentially increase Cyprus Amax's share of the outstanding shares
of the Company's Common Stock to approximately 46.4 million shares (or
approximately 49.7% prior to any sale of any Common Stock hereunder). See "Risk
Factors--Stock Ownership of Cyprus Amax."
 
  The Company's Common Stock is listed on the New York and Toronto Stock
Exchanges and certain warrants to purchase the Company's Common Stock are
listed on the American and Toronto Stock Exchanges. The Company's executive
offices are located at 9100 East Mineral Circle, Englewood, Colorado 80112, and
its telephone number is (303) 643-5500.
 
                                       4
RISK FACTORS
 
  Prospective purchasers of Common Stock should carefully read this
Prospectus and the documents incorporated by reference herein. Ownership of
Common Stock involves certain risks. In determining whether to purchase Common
Stock, prospective investors should consider carefully the following risk
factors and the other information contained in this Prospectus.

PROJECT DEVELOPMENT RISKS
 
  The Company's principal development projects are an indirect 50% interest in
the Refugio gold project and a 100% interest in the Fort Knox gold project. In
addition, the Company has a 62.5% joint venture interest in the Haile gold
project. The Company has completed feasibility studies for the Refugio and Fort
Knox projects. There can be no assurance, however, that all of the remaining
permits and regulatory approvals required for development of these projects
will be issued in the time frame contemplated by the Company. Currently, the
Company estimates that the additional capital expenditures for the Refugio and
Fort Knox projects will total approximately $370 million to $410 million (of
which the Company's share is between $310 million and $340 million in addition
to capitalized acquisition and development costs of approximately $205 million
as of December 31, 1993). The Company's estimated capital expenditures for the
Refugio and Fort Knox projects are based upon currently available data and
could increase or decrease depending upon a number of factors beyond the
Company's control. In addition, the Company will not be able to commence
construction until financing has been arranged. There can be no assurance that
such financing can be arranged. Production will not commence until virtually
all of the capital expenditures have been incurred. If capital expenditures are
higher than currently estimated, additional financing may be required, and
there can be no assurance that such additional financing will be available.
 
  Development projects have no operating history upon which to base estimates
of future cash operating costs. Particularly for development projects,
estimates of reserves and cash operating costs are, to a large extent, based
upon the interpretation of geologic data obtained from drill holes and other
sampling techniques, and feasibility studies which derive estimates of cash
operating costs based upon anticipated tonnage and grades of ore to be mined
and processed, the configuration of the ore body, expected recovery rates of
the gold from the ore, comparable facility and equipment operating costs,
anticipated climatic conditions and other factors. As a result, it is possible
that actual cash operating costs and economic returns may differ significantly
from those currently estimated. It is not unusual in new mining operations to
experience unexpected problems during the start-up phase. For example, the
Company experienced such problems at its Hayden Hill mine during the second
half of 1992 and the first half of 1993. See "Reserve Estimates."
 
GOLD PRICE VOLATILITY
 
  The profitability of the Company's operations can be significantly affected
by changes in the market price of gold. The market price of gold has fluctuated
widely and is affected by numerous factors beyond the Company's control,
including international economic trends, currency exchange fluctuations,
expectations for inflation, speculative activities, consumption patterns (such
as purchases of gold jewelry and the development of gold coin programs),
purchases and sales of gold bullion holdings by central banks or other large
gold bullion holders or dealers and global or regional political events,
particularly in major gold-producing countries such as South Africa and some of
the countries that formerly comprised the Soviet Union. Gold market prices are
also affected by worldwide production levels, which have increased in recent
years. The aggregate effect of these factors, all of which are beyond the
Company's control, is impossible for the Company to predict. In addition, the
market price of gold has on occasion been subject to rapid short-term changes
because of market speculation. The following table sets forth for the years
indicated the high and low selling prices of gold, first position, as provided
by the Commodity Exchange, Inc. ("COMEX") in New York and the approximate
average selling price for such years:
 
                                       5
YEAR ENDED DECEMBER 31,
                                      ------------------------------------------
                                      1994(1) 1993 1992 1991 1990 1989 1988 1987
                                      ------- ---- ---- ---- ---- ---- ---- ----
High.................................  $394   $407 $359 $403 $422 $419 $487 $497
Low..................................  $371   $326 $330 $344 $347 $358 $394 $392
Average..............................  $383   $360 $344 $362 $384 $382 $437 $447
- --------
(1) Through June 30, 1994.
 
  If the gold price is below the Company's cash production costs and remains
below such level for any sustained period, the Company could experience
additional losses and could determine that it is not economically feasible to
continue commercial production at some or all of its operations or to continue
the development of some or all of its projects. While the Company has
historically used hedging techniques successfully to reduce the Company's
exposure to such volatility, there can be no assurance that it will be able to
do so effectively in the future.
 
RESERVE ESTIMATES
 
  While the Company's ore reserves have been reviewed by independent
consultants, the ore reserve estimates presented in this Prospectus or
incorporated herein by reference are necessarily imprecise and depend to some
extent on statistical inferences drawn from limited drilling, which may, on
occasion, prove unreliable. Should the Company encounter mineralization or
formations at any of its mines or projects different from those predicted by
drilling, sampling and similar examinations, reserve estimates may have to be
adjusted and mining plans may have to be altered in a way that might adversely
affect the Company's operations. Moreover, short-term operating factors
relating to the ore reserves, such as the need for sequential development of
ore bodies and the processing of new or different ore grades, may adversely
affect the Company's profitability in any particular accounting period.
 
  Declines in the market price of gold may also render ore reserves containing
relatively lower grades of gold mineralization, such as those currently
identified at the Company's Hayden Hill mine and at the Company's Refugio and
Fort Knox projects, uneconomic to exploit unless the utilization of forward
sales or other hedging techniques is sufficient to offset the effects of a drop
in the market price of the gold expected to be mined from such reserves.
Proven/probable reserves at the Company's mines and development projects were
calculated at December 31, 1993 based upon varying gold prices ranging from
$300 per ounce of gold for Refugio to $375 and $400 per ounce of gold for the
Company's other properties. If the Company's realized price per ounce of gold,
including hedging benefits, were to decline substantially below these levels
for an extended period, there could be material delays in the development of
new projects, increased net losses, reduced cash flow, reductions in reserves
and asset write-downs.
 
  In July 1993, the Company determined, as a result of its first year's mining
experience and a thorough reevaluation of geologic data, that the mill grade
ore at the Hayden Hill mine occurs in thinner, less continuous structures than
was originally interpreted. As a result, the Company restated its
proven/probable reserves at Hayden Hill to reclassify a significant portion of
the deposit as a mineralized material until such time, if ever, that additional
data from drilling and further mining establish otherwise. As a result of the
restatement of the Hayden Hill reserves and the decision to reconfigure the
mine as a heap leach operation and place the mill on standby status, the
Company recognized a $64.1 million pre-tax ($41.9 million after-tax) write-down
of the Hayden Hill asset as of June 30, 1993. In addition, after seven years of
operation, recent production experience and a reinterpretation of geologic and
metallurgical data at the Sleeper mine during the fourth quarter of 1993 led to
a reduction of the proven/probable ore reserves at that mine. As a result, Amax
Gold recognized a $23.6 million pre-tax ($15.6 million after-tax) write-down of
the Sleeper asset as of December 31, 1993. See Note 7 to Consolidated Financial
Statements in the Company's 1993 Form 10-K incorporated by reference herein.
 
                                       6
ENVIRONMENTAL RISKS
 
  Mining is subject to potential risks and liabilities associated with
pollution of the environment and the disposal of waste products occurring as a
result of mineral exploration and production. While the Company currently has
insurance against environmental risks (including potential liability for
pollution or other hazards as a result of the disposal of waste products
occurring from exploration and production) through Cyprus Amax, such insurance
may not always be available at a reasonable price. To the extent the Company
is subject to environmental liabilities, the payment of such liabilities would
reduce funds otherwise available to the Company and could have a material
adverse effect on the Company. Should the Company be unable to fully fund the
cost of remedying an environmental problem, the Company might be required to
suspend operations or enter into interim compliance measures pending
completion of the required remedy. The potential exposure may be significant
and could have a material adverse effect on the Company.
 
  In the context of environmental permitting, including the approval of
reclamation plans, the Company must comply with standards, laws and regulations
which may entail greater or lesser costs and delays depending on the nature of
the activity to be permitted and how stringently the regulations are
implemented by the permitting authority. It is possible that the costs and
delays associated with compliance with such laws, regulations and permits could
become such that the Company would not proceed with the development of a
project or the operation or further development of a mine. Laws and regulations
involving the protection and remediation of the environment are constantly
changing and are generally becoming more restrictive. The Company has made, and
expects to make in the future, significant expenditures to comply with such
laws and regulations.
 
  Pending bills which affect environmental laws applicable to mining include
versions which may substantially alter the Clean Water Act, Safe Drinking Water
Act, Endangered Species Act and a bill which will introduce additional
protection of wetlands (Wetlands Protection and Management Act). Adverse
development and operating requirements in these acts could impair the ability
of the Company as well as others to develop mineral resources. Revisions to
current versions of these bills could occur prior to passage.
 
  The Environmental Protection Agency ("EPA") continues the development of a
solid waste regulatory program specific to mining operations under the Resource
Conservation and Recovery Act ("RCRA"). Of particular concern to the mining
industry is a proposal by EPA titled "Recommendations for a Regulatory Program
for Mining Waste and Materials Under Subtitle D of the Resource Conservation
and Recovery Act" ("Strawman II") which, if implemented, would create a system
of comprehensive federal regulation of the entire mine site. Many of these
requirements would be duplicative of existing state regulations. Strawman II as
currently proposed would regulate not only mine and mill wastes, but also
numerous production facilities and processes which could limit internal
flexibility in operating a mine. To implement Strawman II as proposed, the EPA
must seek additional statutory authority, which is expected to be requested in
connection with Congress' reauthorization of the RCRA.
 
  Operations at the Company's Guanaco mine and development of the Company's
Refugio project are subject to regulation under the laws of Chile. In March
1994, the country's first comprehensive environmental framework law became
effective. Among other things, this law (i) provides for the establishment of a
comprehensive program for the issuance of permits for future exploration and
mining activities, (ii) imposes the obligation to perform environmental impact
analyses for mining and exploration projects or activities, (iii) creates a
liability scheme for forms of environmental damage, and (iv) contemplates the
issuance of regulations which will impose operating standards. The full impact
of the new law on the mining industry in Chile is unclear at present.
 
OTHER GOVERNMENTAL REGULATION
 
  The Company's mining operations and exploration activities are subject to
extensive federal, state, local and foreign laws and regulations governing
exploration, development, production, exports, taxes, labor
 
                                       7
standards, occupational health, mine safety and other matters. The Company
believes that it is in substantial compliance with all such material laws and
regulations. New laws and regulations, amendments to existing laws and
regulations, or more stringent implementation of existing laws and regulations
could have a material adverse impact on the Company, prohibit, reduce or delay
production at operating mines or prevent the development of new mining
properties.
 
PROPOSED FEDERAL LEGISLATION
 
  The U.S. Congress is actively considering a proposed major revision of the
General Mining Law, which governs mining claims and related activities on
federal public lands. The Senate and House of Representatives each has passed a
separate bill for mining law revisions and following conference committee
action, a law may be enacted before the end of 1994. The Company anticipates
that when this law is effective, it will impose a royalty upon production of
minerals from federal lands and will contain new requirements for mined land
reclamation and similar environmental control and reclamation measures. It
remains unclear to what extent such new legislation will affect existing
mining claims and operations. The effect of any revision of the General Mining
Law on the Company's United States operations cannot be determined
conclusively until such revision is enacted; however, such legislation could
materially increase costs at Hayden Hill, which is primarily located on
federal lands, and could impair the Company's ability to develop future
mineral prospects on unpatented mining claims. Because the Refugio, Fort Knox
and Haile projects are not on federal lands, none of these projects would be
subject to such currently proposed federal legislation.
 
FOREIGN OPERATIONS
 
  Foreign operations and investments are subject to the risks normally
associated with conducting business in foreign countries, including foreign
exchange controls and currency fluctuations, limitations on repatriation of
earnings, foreign taxation, laws or policies of particular countries, labor
disputes and uncertain political and economic environments as well as risks of
war and civil disturbances or other risks which could cause production
difficulties or stoppages, restrict the movement of funds or result in the
deprivation or loss of contract rights or the taking of property by
nationalization or expropriation without fair compensation. Foreign operations
could also be impacted by laws and policies of the United States affecting
foreign trade, investment and taxation. The Company currently has significant
operations and a significant development project in Chile, a nominal interest
in a mine in New Zealand and an option on an exploration prospect in Panama.
 
EXPLORATION RISKS
 
  Mineral exploration, particularly for gold, is highly speculative in nature,
involves many risks and frequently is nonproductive. There can be no assurance
that the Company's mineral exploration efforts will be successful. Once
mineralization is discovered, it usually takes a number of years from the
initial phases of exploration until production is possible, during which time
the economic feasibility of production may change. Substantial expenditures are
required to establish ore reserves through drilling, to determine metallurgical
processes to extract the metal from the ore and, in the case of new properties,
to construct mining and processing facilities. As a result of these
uncertainties, no assurance can be given that the Company's exploration
programs will result in the expansion or replacement of existing reserves, some
of which are being depleted by current production.
 
  The Company expects to enter into an Exploration Joint Venture Agreement (the
"Exploration JV") with Cyprus Amax effective January 1, 1994, under which the
Company and Cyprus Amax will pool their efforts for the principal purpose of
discovering and developing future gold prospects, with Cyprus Amax providing
75% and the Company providing 25% of the initial exploration funding for such
prospects. Such Exploration JV is expected to broaden the geographic reach of
the Company's gold exploration program and reduce its cost by sharing key
personnel and spreading the high risks associated with exploration.
Nevertheless, the Company will initially have only a 25% interest in any
prospects discovered through the
 
                                       8
Exploration JV. Cyprus Amax's 75% interest in gold prospects developed through
the Exploration JV will be available for Amax Gold to purchase prior to a
decision to place such prospect in production, but only at the then fair market
value for such interest (which may be determined by mutual agreement). This
could ultimately increase the Company's cost of acquiring such prospects.
 
MINING RISKS AND INSURANCE
 
  The business of gold mining generally is subject to a number of risks and
hazards, including environmental hazards, industrial accidents and rock falls,
labor disputes, flooding, interruptions due to inclement or hazardous weather
conditions and other acts of God. Such risks could result in damage to, or
destruction of, mineral properties or production facilities, personal injury,
environmental damage, process and production delays, monetary losses and
possible legal liability. While the Company maintains through Cyprus Amax, and
intends to continue to maintain, insurance consistent with industry practice,
no assurance can be given that such insurance will continue to be available, be
available at economically acceptable premiums or be adequate to cover any
resulting liability.
 
TITLE TO PROPERTIES
 
  The validity of unpatented mining claims, which constitute a significant
portion of the Company's property holdings in the United States, is often
uncertain and may be contested. Three of the Company's properties--the Sleeper
mine, the Wind Mountain mine and a portion of the Hayden Hill mine--are located
on unpatented federal lode and placer mining claims. In addition, most of the
Company's exploration properties in the United States also consist of
unpatented federal mining claims or leases of such claims. Unpatented mining
claims are unique property interests and are generally considered subject to
greater title risk than patented mining claims and real property interests
owned in fee simple. Substantially all of the Fort Knox property is located on
Alaska State mining claims which are subject to certain title risks similar to
those affecting federal unpatented mining claims. In addition, these lands have
been included in a list of lands submitted to the Alaska State Legislature to
help reconstitute the Alaska Mental Health Trust (the "Trust") pursuant to
legislation enacted in May 1994 amending legislation enacted in June 1991. If
the Fort Knox lands are conveyed to the Trust, the conveyance would be subject
to all encumbrances or interests of record, including the upland mining lease,
millsite permit and other permits already issued by the State of Alaska, and
rentals and royalties would be payable to the Trust rather than to the State of
Alaska. The Trust could potentially assert its interests with respect to any
applications for future permits or rights (or applications for material
modifications, if any, to existing permits or rights) and could at some time
attempt to increase the amount of royalties payable with respect to production
from the Fort Knox property.
 
  The Company has filed a patent application with the United States Bureau of
Land Management ("BLM") for certain claims at its Sleeper mine, and the BLM has
issued a Mineral Entry Final Certificate for these claims; however, there can
be no assurance that the BLM will grant a patent for such claims. The Company
has not filed a patent application for any of its other properties and, under
proposed legislation to change the General Mining Law, patents may not be
obtainable for such other properties. Although the Company has attempted to
acquire satisfactory title to its undeveloped properties, the Company does not
generally obtain title opinions until financing is sought to develop a
property, with the attendant risk that title to some properties, particularly
title to undeveloped properties, may be defective. Mining operations in Chile
are conducted under concession or mining leases issued pursuant to applicable
laws.
 
STOCK OWNERSHIP OF CYPRUS AMAX
 
  As of June 30, 1994, Cyprus Amax held approximately 40% of the outstanding
shares of the Company's Common Stock. As a result of the DOCLOC Agreement and
the Stock Purchase Agreement, Cyprus Amax's share of outstanding shares of the
Company's Common Stock could potentially increase to approximately 49.7% prior
to any sale of Common Stock hereunder. Directors and officers of Cyprus Amax
comprise four of the six members of the Company's Board of Directors. Milton H.
Ward, Co-Chairman of
 
                                       9
the Board, President and Chief Executive Officer of Cyprus Amax, is the
Chairman of the Board, President and Chief Executive Officer of Amax Gold;
Gerald J. Malys, Senior Vice President and Chief Financial Officer of Cyprus
Amax, is a director of Amax Gold; Allen Born, Co-Chairman of Cyprus Amax, is a
director of Amax Gold; and Rockwell A. Schnabel, a director of Cyprus Amax, is
a director of Amax Gold.
 
  The Company is also dependent upon Cyprus Amax with respect to the provision
of certain services to the Company including exploration, insurance,
accounting, cash management and other administrative services. These services
are provided by Cyprus Amax under agreements, some of which may be terminated
on 180 days prior notice. New agreements are currently being negotiated between
the Company and Cyprus Amax to replace certain agreements in place with Amax at
the time of the Cyprus Amax Merger. In addition, the Company rents its
principal offices from Cyprus Amax. As of March 31, 1994, the Company owed
$25.4 million to Cyprus Amax, primarily as a result of advances that were made
by Amax to the Company prior to the Cyprus Amax Merger, and Cyprus Amax had
guaranteed $53.7 million of the Company's indebtedness. In addition, pursuant
to the Stock Purchase Agreement, Cyprus Amax will purchase 3,000,000 shares of
Common Stock at a purchase price of $6.888 per share, the average closing price
per share of Common Stock for the ten-day period prior to the signing of the
commitment letter. The proceeds of the sale will be used to retire indebtedness
owed by Amax Gold to Cyprus Amax. Cyprus Amax has also entered into the DOCLOC
Agreement to make available to the Company a $100 million double convertible
revolving line of credit. Outstanding indebtedness under the DOCLOC Agreement
may be repaid by the Company issuing a like amount of its newly created $2.25
Series A Convertible Preferred Stock, which may be converted by Cyprus Amax
into a maximum of 12,099,213 shares of the Company's Common Stock at $8.265 per
share, a 20% premium over the average closing price per share of Common Stock
for the ten-day period prior to the signing of the commitment letter. The
Company will have the right to redeem such Convertible Preferred Stock with the
Company's Common Stock at a price per share equal to the greater of $5.854 or
the average closing price per share (up to $8.265) for a predetermined period
prior to redemption. The ability of the Company to issue its Series A
Convertible Preferred Stock to repay indebtedness owed to Cyprus Amax under the
DOCLOC Agreement and to issue Common Stock upon conversion or redemption of
such Series A Convertible Preferred Stock and the issuance of the shares of
Common Stock to Cyprus Amax under the Stock Purchase Agreement are conditioned
upon the Company's obtaining the approval of its stockholders by the
affirmative vote of 66 2/3% of the shares of the Company's outstanding Common
Stock which are not owned by Cyprus Amax and the affirmative vote of 50% of all
outstanding shares of the Company's Common Stock at a special meeting of
stockholders. The acquisition by Cyprus Amax of 3,000,000 shares of Common
Stock under the Stock Purchase Agreement, combined with the potential issuance
of up to 12,099,213 shares of Common Stock under the DOCLOC Agreement, could
increase Cyprus Amax's ownership of the Company's outstanding shares of Common
Stock to approximately 49.7%.
 
                                       10
SELLING STOCKHOLDERS
 
  The following table shows the names of the Selling Stockholders, the number
of shares of Company Common Stock owned beneficially by each of them, or their
nominees, as of July 11, 1994, and the number of shares which may be offered
pursuant to this Prospectus (such offered shares shall be referred to herein
as the "Stockholder Securities"). This information is based on information
provided by the Selling Stockholders or their representatives. Because the
Selling Stockholders may offer all, some or none of the Stockholder Securities
which they hold, no definitive estimate can be given as to the number of
Stockholder Securities that will be held by the Selling Stockholders upon
termination of such offering. Shares of Common Stock held by Selling Stock-
holders may be sold either pursuant to the Registration Statement of which this
Prospectus is a part or pursuant to Rule 144 under the Securities Act.
SHARES BENEFICIALLY               SHARES               SHARES BENEFICIALLY
                             OWNED BEFORE SALES         OFFERED FOR SELLING          OWNED AFTER SALES
                            UNDER THIS PROSPECTUS     STOCKHOLDER'S ACCOUNT(1)    UNDER THIS PROSPECTUS(2)
                         ---------------------------- ------------------------ -----------------------------
SELLING STOCKHOLDER          NUMBER      PERCENTAGE            NUMBER              NUMBER       PERCENTAGE
- -------------------      ------------- --------------          ------          -------------  --------------
Paul W. MacAvoy.........         2,533            **           2,509                      24              **
Emil Mosbacher Jr.......        10,542            **           7,249                   3,293              **
- --------
 ** Less than one percent (1%) of Common Stock outstanding June 30, 1994.
(1) Figures in this column consist of shares issued pursuant to employee 
    benefit plans, as that term is defined under Rule 405 of the Securities Act.
(2) Figures in this column assume the sale by the Selling Stockholders of all
    of their Stockholder Securities.
 
                             PLAN OF DISTRIBUTION
 
  The shares of Common Stock covered by this Prospectus may be offered or sold
from time to time by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on the New
York Stock Exchange and/or the Toronto Stock Exchange, in block trades,
pursuant to purchases by a broker or a dealer as principal, in private
transactions or otherwise, at prices then prevailing in the market or at
negotiated prices. The Company will not receive any of the proceeds from sales
by Selling Stockholders.
 
  Any broker or dealer involved in the offer or sale of the shares included
herein may receive brokerage commissions or discounts. To the knowledge of the
Company, there is currently no agreement with any broker or dealer respecting
such transactions. Upon sale of such shares, any or all of the Selling
Stockholders or anyone effecting sales on behalf of the Selling Stockholders
may be deemed an underwriter, as that term is defined in the Securities Act.
None of the Selling Stockholders believes he is an underwriter within the
meaning of the Securities Act. All expenses of the registration of the Common
Stock covered by this Prospectus are to be borne by the Company.
 
                                 LEGAL MATTERS
 
  The validity of the issuance of the shares of Common Stock described herein
will be passed upon by Paul J. Hemschoot Jr., Vice President, Secretary and
General Counsel of the Company.
 
                                    EXPERTS
 
  The financial statements and schedules incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Coopers and Lybrand, independent accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the authority
of said firm as experts in giving said reports.
 
                                      11
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.  Incorporation of Documents by Reference.

    Amax Gold Inc. (the "Company" or "Registrant"), hereby states that the
following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference as of their date of filing with the
Commission:

   (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (No. 1-9620), filed with the Commission on March 18,
1994, pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 (the
"Exchange Act").

   (b)  The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1994 filed on May 16, 1994, (No. 1-9620) pursuant to Section 13(a) or
15(d) of the Exchange Act. 

   (c)  The Company's Current Report on Form 8-k, dated March 7, 1994.

   (d)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8A (No. 1-9617), filed with the
Commission pursuant to the Exchange Act on July 9, 1987, as amended by filings
on Form 8 constituting Amendment No. 1 to the Form 8A, filed with the Commission
on July 28, 1987.

    All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a Post-Effective
Amendment to this Registration Statement indicating that all securities offered
under the Registration Statement have been sold, or deregistering all securities
then remaining unsold, are also incorporated herein by reference and shall be a
part hereof from the date of filing of such documents.

    Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

4.  Description of Securities.

    Not applicable.

                                     II-1
5.   Interests of Named Experts and Counsel.

     Mr. Paul J. Hemschoot, Jr. is Vice President, Secretary and General Counsel
to the Company and is providing the opinion filed as Exhibit 5.1 to the
Registration Statement.  Mr. Hemschoot is beneficial owner of 8,432 shares of
Common Stock of the Company, including shares beneficially owned under benefit 
plans of the Company and shares issuable pursuant to options exercisable 
within 60 days.

6.   Indemnification of Directors and Officers.
 
     Article SIXTH of the Company's Restated Certificate of Incorporation and
Article VI of the Company's Bylaws (collectively the "Governance Documents")
confers on the Company's officers and directors indemnification rights.
 
     Section 102 of the Delaware General Corporation Law (the "Delaware Law")
allows a corporation to eliminate the personal liability of a director of a
corporation to the corporation or to any of its stockholders for monetary
damage for a breach of his fiduciary duty as a director, except in the case
where the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware
corporate law or obtained an improper personal benefit. Article SIXTH of the
Company's Restated Certificate of Incorporation eliminates directors' personal
liability in accordance with such Section 102 of the Delaware Law.
 
     Section 145 of the Delaware Law authorizes corporations to indemnify
directors and officers against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement reasonably incurred in connection with
civil, criminal, administrative, or investigative actions, suits or proceedings
to which such persons are parties or threatened to be made a party by reason of
their corporate position (other than actions by or in the right of the
corporation to procure a judgment in its favor--so called "derivative suits")
if such persons acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. With respect to derivative suits, Section
145 prescribes a similar standard of care but limits the available
indemnification to expenses (including attorneys' fees) reasonably incurred in
connection with the defense or settlement of such action or suit and further
provides that if the derivative suit results in a judgment that the person
seeking indemnification is liable to the corporation, no such indemnification
is to be made without court approval. Section 145(f) of the Delaware Law also
specifically permits corporations to provide their officers, directors,
employees and agents with indemnification and advancement of expenses in
addition to those specifically required and/or permitted to be provided
pursuant to other provisions of such Section 145.
 
     Under the provisions of the Governance Documents, each person who was or is
made a party to, or is threatened to be made a party to or is involved in, any
action, suit or other legal proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person is or was a director
or officer of the Company, or is or was performing services at the Company's
request for another entity, including service with respect to employee benefit
plans, shall be indemnified to the full extent permitted by Delaware Law as in
effect or as it may be amended against all costs, charges, expenses,
liabilities and losses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred by such person in connection with such proceeding. The
rights to indemnification conferred pursuant to the Governance Documents are
contract rights and include the right to receive payment for expenses of
defending a proceeding as to which there may be a right to indemnification
prior to its final disposition, provided that if the Delaware Law requires (and
it currently does), such advance payment shall be made only upon receipt by the
Company of an undertaking to the effect that all amounts so advanced will be
repaid if it is ultimately found that the party who received such amounts is
not entitled to be indemnified. The effect of providing that the
indemnification rights are contract rights is to permit indemnified individuals
to enforce such provisions directly against the Company. In addition, the
Governance Documents authorize the Company to provide other permissible
indemnification. Finally, the Governance Documents provide that the Company may
(and it does) maintain insurance to protect itself and any of its officers,
directors, employees or agents, to the limit of such coverage, against any
expense, liability or loss, even if the Company would not have the power itself
to indemnify such person against such expense, liability or loss under the
Delaware Law.
 
                                      II-2
7.   Exemption from Registration Claimed.

     Not applicable.

8.   Exhibits

     4.1 Deferred Compensation Plan For Members of the Board of Directors of
         Amax Gold Inc.

     4.2 Stock Grant Plan For Nonemployee Directors of Amax Gold Inc.

     4.3 Amax Gold Inc. 1992 Stock Option Plan.

     4.4 Amax Gold Inc. Performance Share Plan.

     4.5 Specimen Director Deferral Agreement for Deferred Compensation Plan 
         for Members of the Board of Directors of Amax Gold Inc.

     4.6 Specimen Option Agreement For Grant of Incentive and/or NonQualified 
         Stock Option.

     5.1 Opinion and Consent of Paul Hemschoot Jr., Esq., General Counsel of
         Amax Gold Inc.

    23.1 Consent of General Counsel.  See Exhibit 5.1.

    23.2 Consent of Coopers & Lybrand.

9.     Undertakings

       A. The undersigned Registrant hereby undertakes:  (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement,
or any material change to such information in the Registration Statement; (2)
that, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment 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; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

                                     II-3
B. 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 (the "Exchange Act") 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.

       C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 Act and will
be governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, County of Arapahoe, State of Colorado, on
the 13th day of July, 1994.

                                 AMAX GOLD INC.

                                By:/s/ Paul J. Hemschoot 
                                   --------------------------------------------
                                   Paul J. Hemschoot, Jr.
                                   Vice President, Secretary and General Counsel

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

          Signature                    Title                           Date
          ---------                  ---------                       --------

/s/ Milton H. Ward             Chairman of the Board, President    July 13, 1994
- ---------------------------    Chief Executive Officer and Director
Milton H. Ward                 (Principal Executive Officer)

            
/s/ Mark A. Lettes             Vice President - Finance            July 13, 1994
- ---------------------------    and Chief Financial Officer  
Mark A. Lettes                 (Principal Financial Officer) 
                             

/s/ Pamela L. Saxton           Vice President and Controller       July 13, 1994
- ---------------------------    (Principal Accounting Officer) 
Pamela L. Saxton           

/s/ Allen Born                 Director                            July 13, 1994
- ---------------------------                              
Allen Born

/s/ Gerald J. Malys            Director                            July 13, 1994
- ---------------------------                       
Gerald J. Malys

                                     II-5
/s/ Rockwell A. Schnabel       Director                            July 13, 1994
- --------------------------
Rockwell A. Schnabel

/s/ Vernon F. Taylor, Jr.      Director                            July 13, 1994
- ---------------------------                          
Vernon F. Taylor, Jr.

/s/ Russell L. Wood            Director                            July 13, 1994
- ---------------------------
Russell L. Wood

                                     II-6
EXHIBIT INDEX

Exhibit                                                              Sequential
  No.     Description                                                Page No.
- --------------------------------------------------------------------------------

 4.1    Deferred Compensation Plan For Members of the Board of Directors of
        Amax Gold Inc.

 4.2    Stock Grant Plan For Nonemployee Directors of Amax Gold Inc.

 4.3    Amax Gold Inc. 1992 Stock Option Plan.

 4.4    Amax Gold Inc. Performance Share Plan.

 4.5    Specimen Director Deferral Agreement for Deferred Compensation Plan 
        for Members of the Board of Directors of Amax Gold Inc.

 4.6    Specimen Option Agreement For Grant of Incentive and/or NonQualified 
        Stock Option.

 5.1    Opinion and Consent of Paul Hemschoot Jr., Esq., General Counsel of Amax
        Gold Inc.

23.1    Consent of General Counsel.  See Exhibit 5.1.

23.2    Consent of Coopers & Lybrand.