Hycroft Mining Corp - FORM 10-Q/A

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EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - Hycroft Mining Corp	d244186dex322.htm
EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - Hycroft Mining Corp	d244186dex321.htm
EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - Hycroft Mining Corp	d244186dex312.htm
EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - Hycroft Mining Corp	d244186dex311.htm
EXCEL - IDEA: XBRL DOCUMENT - Hycroft Mining Corp	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-33119

ALLIED NEVADA GOLD CORP.

(Exact name of registrant as specified in its charter)


DELAWARE		20-5597115
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

9790 Gateway Drive, Suite 200 Reno, NV		89521
(Address of principal executive offices)		(Zip Code)

(775) 358-4455

(Registrant’s telephone no., including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,”“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

89,330,388 shares of Common Stock, $0.001 par value, outstanding at November 4, 2011

ALLIED NEVADA GOLD CORP.

FORM 10-Q/A

For the Quarter Ended June 30, 2011

INDEX

PART I - FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26

ITEM 4.	CONTROLS AND PROCEDURES	26

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	28

ITEM 1A.	RISK FACTORS	28

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	28

ITEM 4.	MINE SAFETY DISCLOSURE	28

ITEM 5.	OTHER INFORMATION	29

ITEM 6.	EXHIBITS	29

	SIGNATURES	30

EXPLANATORY NOTE

Overview

On November 4, 2011 we filed an amended Annual Report on Form 10-K/A for the year ended December 31, 2010. We are also amending herein our previously issued condensed consolidated financial statements for the quarter ended June 30, 2011 and 2010.

As described below and in Note 2, Allied Nevada Gold Corp. is filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, to reclassify our condensed consolidated statements of income and associated disclosures. This amendment is not a restatement and amends the following financial statements and disclosures:

•

Condensed consolidated statements of income for the quarter ended June 30, 2011 and 2010

We amended our disclosure contained in the following sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations:

•

Introductory paragraph,

•

Results of operations, and

•

Critical accounting policies

We modified our disclosure of the following notes to our condensed consolidated financial statements:

•

Note 2: Amendment,

•

Note 4: Inventories, and

•

Note 5: Ore on Leach Pads

There have been no changes from the original Form 10-Q other than those described above. This Amendment No. 1 does not reflect events occurring after the original filing of the Form 10-Q, or modify or update in any way disclosures made in the Form 10-Q other than as described above.

Background

During the fourth quarter of 2011, we determined that our financial statements and related disclosures required amendment to reclassify our income statement presentation and to provide additional information to the users of our financial statements. We determined that the disclosures related to our presentation of cost of sales and our critical accounting policies needed to be revised and expanded. Accordingly, we made the following changes;

•

We reclassified our income statement presentation to report total cost of sales which includes production costs and depreciation and amortization.

•

Stripping costs which had previously been reported separately have now been reclassified to production costs.

•

We enhanced our disclosures related to work-in-process inventories to discuss how we selected policies and made estimates and to discuss how selecting different policies and estimates would have impacted our financial statements.

•

We modified our disclosure in Note 5: Ore on Leach Pads, to indicate that all production phase stripping costs are included in inventory and that lower of cost or market principles are applied to inventory balances.

•

We enhanced our revenue recognition disclosures to discuss the point at which sales occur in the production process.

Consistent with the information above, we have revised the following items in this Form 10-Q/A:

Part I

Item 1 – Financial Statements (Unaudited) - As described in the explanatory note, we have amended our condensed consolidated income statements as of and for the quarters ended June 30, 2011 and 2010. We have also added Note 2, explaining the amendment, and renumbered the remaining notes. Conforming changes have also been made to Note 4 (Inventories) and Note 5 (Ore on leach pads).

Item 2 – Management’s Discussion and Analysis of Results of Operations and Financial Condition - We have added an introductory paragraph summarizing the effect of the amendment, we have expanded our discussion of our results of operations, and we have updated our critical accounting policies. Additionally, we removed our Outlook section and Non-GAAP measure and other conforming changes were made.

Part II

Item 6 – Exhibits and Financial Statement Schedules

We have provided new Rule 13a-14(a) and Section 1350 certifications from our chief executive officer and chief financial officer. Except to the extent relating to the amendment of our condensed consolidated financial statements described above, the condensed consolidated financial statements and other disclosures in this Form 10-Q/A are unchanged.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

ALLIED NEVADA GOLD CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(US dollars in thousands, except shares)


	(Unaudited)
	June 30, 2011			December 31, 2010
Assets:
Cash and cash equivalents	$	305,263		$	337,829
Inventories - Note 4		13,633			9,978
Ore on leach pads - Note 5		64,358			49,357
Prepaids and other		5,570			7,405
Deferred tax asset, current		4,477			4,655

Current assets		393,301			409,224

Plant and equipment, net - Note 6		91,030			66,081
Mine development - Note 7		32,153			18,874
Restricted cash - Note 8		18,942			15,020
Other assets, non-current		2,175			2,292
Mineral properties - Note 9		35,522			35,522
Deferred tax asset, non-current		19,556			20,339

Total assets	$	592,679		$	567,352

Liabilities:
Accounts payable	$	20,181		$	14,931
Other liabilities, current - Note 10		1,906			1,732
Capital lease obligations, current - Note 11		5,737			3,215
Asset retirement obligation, current - Note 12		463			463

Current liabilities		28,287			20,341

Capital lease obligations, non-current - Note 11		18,672			11,104
Asset retirement obligation, non-current - Note 12		6,365			6,303
Other accrued liabilities, non-current - Note 13		9,911			6,850

Total liabilities		63,235			44,598

Commitments and Contingencies - Note 20

Shareholders’ Equity:
Common stock - Note 14 ($0.001 par value, 100,000,000 shares authorized, shares issued and outstanding: 89,290,898 at June 30, 2011 and 88,958,989 at December 31, 2010)		89			89
Additional paid-in-capital		586,227			583,354
Accumulated deficit		(56,872	)		(60,689	)

Total shareholders’ equity		529,444			522,754

Total liabilities and shareholders’ equity	$	592,679		$	567,352

The accompanying notes are an integral part of these statements.

ALLIED NEVADA GOLD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(US dollars in thousands, except shares and per share amounts)


	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
Revenue - Note 15	$	33,580		$	37,112		$	65,506		$	60,571

Operating expenses:
Production costs		12,371			13,444			25,508			22,728
Depreciation and amortization		1,558			1,727			3,116			3,005

Total cost of sales		13,929			15,171			28,624			25,733

Exploration and land holding costs		8,889			4,978			16,949			8,829
Accretion		111			112			223			222
Corporate general and administrative		5,474			4,541			14,175			8,253

Income from operations		5,177			12,310			5,535			17,534

Interest income		114			34			129			46
Interest expense		(148	)		(93	)		(304	)		(188	)
Net foreign exchange gain		6			2,099			40			2,170
Other income		—			3			6			272

Income before income taxes		5,149			14,353			5,406			19,834

Income tax (expense) benefit - Note 16		(1,513	)		6,437			(1,589	)		4,610

Net income	$	3,636		$	20,790		$	3,817		$	24,444

Earnings per share:
Basic - Note 17	$	0.04		$	0.26		$	0.04		$	0.32
Diluted - Note 17	$	0.04		$	0.26		$	0.04		$	0.31

The accompanying notes are an integral part of these statements.

ALLIED NEVADA GOLD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(US dollars in thousands)


	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
Cash flows from operating activities:
Net income	$	3,636		$	20,790		$	3,817		$	24,444
Adjustments to reconcile net income for the period to net cash provided by operating activities:
Depreciation and amortization		1,558			1,727			3,116			3,005
Accretion		111			112			223			222
Stock-based compensation		1,091			1,187			5,175			2,217
Deferred tax asset		915			(6,930	)		961			(5,316	)
Gain on recognition of deferred income		—			—			—			(269	)

Change in operating assets and liabilities:
Inventories		(2,564	)		(429	)		(3,413	)		(2,428	)
Ore on leach pads		(8,249	)		(4,805	)		(12,988	)		(9,864	)
Prepaids and other assets		3,070			(2,308	)		2,311			(2,717	)
Accounts payable		5,056			554			5,250			793
Asset retirement obligation		—			(236	)		(161	)		(236	)
Accrued liabilities and other		(543	)		1,938			236			2,591

Net cash provided by operating activities		4,081			11,600			4,527			12,442

Cash flows from investing activities:
Additions to plant and equipment		(12,266	)		(7,006	)		(17,753	)		(10,193	)
Additions to mine development		(6,126	)		(1,522	)		(13,322	)		(3,891	)
Additions to mineral properties		(100	)		—			(100	)		—
Increase in restricted cash		(8	)		(10	)		(3,922	)		(928	)
Proceeds from other investing activities		60			55			100			60

Net cash used in investing activities		(18,440	)		(8,483	)		(34,997	)		(14,952	)

Cash flows from financing activities:
Proceeds on issuance of common stock		339			275,096			611			275,418
Refund (payment) of share issuance costs		15			(17,833	)		15			(17,833	)
Payment of loan costs		(476	)		—			(476	)		—
Repayments of principal on capital lease agreements		(1,336	)		(331	)		(2,246	)		(659	)

Net cash provided by (used in) financing activities		(1,458	)		256,932			(2,096	)		256,926

Net increase (decrease) in cash and cash equivalents		(15,817	)		260,049			(32,566	)		254,416

Cash and cash equivalents, beginning of period		321,080			85,948			337,829			91,581

Cash and cash equivalents, end of period	$	305,263		$	345,997		$	305,263		$	345,997

Supplemental cash flow disclosures:
Cash paid for interest	$	359		$	93		$	603		$	188
Cash paid for taxes		—			300			—			300
Non-cash financing and investing activities:
Mining equipment acquired by capital lease		1,069			—			12,336			—

The accompanying notes are an integral part of these statements.

ALLIED NEVADA GOLD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(US dollars in thousands, except share amounts)


	Common Stock				Additional Paid-in			Accumulated			Total Shareholders'
	Shares		Amount		Capital			Deficit			Equity
Balance, January 1, 2010		73,837,267	$	74	$	317,923		$	(94,817	)	$	223,180
Shares issued in public offering		13,500,000		13		272,174			—			272,187
Share issuance costs paid		—		—		(17,833	)		—			(17,833	)
Shares issued under stock option plans		667,667		1		3,229			—			3,230
Stock-based compensation and RSU plan share issuances		126,766		—		2,217			—			2,217
Net income		—		—		—			24,444			24,444

Balance, June 30, 2010		88,131,700	$	88	$	577,710		$	(70,373	)	$	507,425

Balance, January 1, 2011		88,958,989	$	89	$	583,354		$	(60,689	)	$	522,754
Shares issued under stock option plans		133,451		—		611			—			611
Stock-based compensation and RSU plan share issuances		198,458		—		2,247			—			2,247
Share issuance costs refunded		—		—		15			—			15
Net income		—		—		—			3,817			3,817

Balance, June 30, 2011		89,290,898	$	89	$	586,227		$	(56,872	)	$	529,444

The accompanying notes are an integral part of these statements.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all of the normal and recurring adjustments necessary to fairly present the interim financial information set forth herein have been included. The results of operations for interim periods are not necessarily indicative of the operating results of a full year or of future years.

The preparation of the Company’s Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to estimates of recoverable gold in leach pad inventories; net realizable value of ore on leach pads; the valuation allowances for deferred tax assets; mineral reserves that are the basis for future cash flow estimates utilized in impairment calculations and units of production amortization calculations; environmental, reclamation and closure obligations; and estimates of fair value for asset impairments. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States and, with the exception of the new accounting pronouncements described in Note 3, follow the same accounting policies and methods of their application as the most recent annual financial statements. These interim financial statements should be read in conjunction with the financial statements and related footnotes included in the Annual Report on Form 10-K of Allied Nevada for the year ended December 31, 2010.

2. Amendment

•

We reclassified our income statement presentation to report total cost of sales which includes production costs and depreciation and amortization.

•

Stripping costs which had previously been reported separately have now been reclassified to production costs.

•

We enhanced our revenue recognition disclosures to discuss the point at which sales occur in the production process.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

This amendment affects disclosure in Note 2 (Amendment), Note 4 (Inventories), and Note 5 (Ore on leach pads).

3. New Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”).” This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and changes the disclosure requirements to include quantitative information about unobservable inputs used for level 3 fair value measurements. This pronouncement is effective for reporting periods beginning on or after December 15, 2011 (early adoption is prohibited). The Company is evaluating the potential impact of adopting this guidance on its consolidated financial position, results of operations, cash flows, and disclosures.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 (early adoption is permitted). The Company is evaluating the potential impact of adopting this guidance on its consolidated financial position, results of operations, cash flows, and disclosures.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

4. Inventories

The following table provides the components of inventories (in thousands):


	June 30, 2011		December 31, 2010
In-process inventory	$	8,300	$	6,159
Precious metals inventory		440		310
Materials and supplies inventory		4,893		3,509

	$	13,633	$	9,978

In-process inventory and precious metals are carried at the lower of average cost or market. Cost includes mining and process costs including mine site overhead, production phase stripping, and depreciation and amortization relating to mining and process operations.

Materials and supplies are valued at the lower of average cost or net realizable value. Cost includes applicable taxes and freight.

5. Ore on Leach Pads

The following table summarizes ore on leach pads and estimated recoverable gold ounces:


	June 30, 2011		December 31, 2010
Ore on leach pads (in thousands)	$	64,358	$	49,357
Estimated recoverable gold ounces		89,185		77,265

Ore on leach pads is carried at the lower of average cost or market. Cost includes mining and process costs including mine site overhead, production phase stripping costs, and depreciation and amortization relating to mining and process operations. Costs are removed from ore on leach pads as ounces are recovered based on the average cost per estimated recoverable ounce of gold on the leach pad.

6. Plant and Equipment, Net

The following table provides the components of plant and equipment (in thousands):


	Depreciable life or method	June 30, 2011			December 31, 2010
Mine equipment	3 -10 years	$	75,486		$	59,965
Buildings and leasehold improvements	3 - 10 years		6,070			4,410
Leach pads	Units of Production		20,241			19,094
Furniture, fixtures, and office equipment	2 - 3 years		1,268			1,049
Vehicles	3 - 5 years		1,732			1,447
Construction in progress and other			15,529			3,981

			120,326			89,946
Less: accumulated depreciation and amortization			(29,296	)		(23,865	)

		$	91,030		$	66,081

Construction in progress consists of capital items which are not yet completed and placed in service, which as of June 30, 2011, consisted primarily of $4.5 million in expenditures for a maintenance building, $3.7 million in expenditures for mobile mine equipment, $3.2 million in expenditures for leach pad expansion, $1.6 million in expenditures for process improvements, $1.3 million in expenditures for power and electrical equipment, and $1.2 million in expenditures for other capital items.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

Allied Nevada primarily depreciates its assets using a straight-line method over the useful lives of the assets ranging from two to ten years. The leach pads are depreciated on a units-of-production method based upon estimated recoverable gold ounces from proven and probable reserves.

7. Mine Development

The following table reflects the changes in mine development costs (in thousands):


	Six months ended June 30,
	2011			2010
Balance, beginning of year	$	18,874		$	10,389
Additions:
Reserve verification drilling and assaying		3,997			3,396
Condemnation drilling and assaying		2,434			—
Pre-production stripping costs		5,984			—
EIS and engineering costs		1,490			495

Amortization		(626	)		(1,024	)

Balance, end of period	$	32,153		$	13,256

Mine development costs are amortized using the units-of-production method based upon estimated recoverable gold ounces from proven and probable reserves. Projected recoverable ounces are determined by the Company based upon its proven and probable reserves and estimated metal recovery associated with those reserves.

8. Restricted Cash

Allied Nevada has collateralized obligations related to its reclamation liabilities. Restricted cash balances and changes during the periods are summarized below (in thousands):


	Six months ended June 30,
	2011		2010
Balance, beginning of year	$	15,020	$	14,066
Additions		3,909		909
Interest		13		19

Balance, end of period	$	18,942	$	14,994

In February 2011, we received a notification from the Bureau of Land Management (“BLM”) of a revised total reclamation cost estimate to expand mining operations and address exploration disturbances at the Hycroft Mine. This notification resulted in the Company increasing its surety bond for the benefit of the BLM by $3.9 million, which is collateralized by restricted cash in the same amount.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

9. Mineral Properties

The following table summarizes the Company’s mineral properties and changes during the periods (in thousands):


	Six months ended June 30,
	2011			2010
Balance, beginning of year	$	35,522		$	35,845
Additions		100			—
Amortization - royalty rights		(100	)		(260	)

Balance, end of period	$	35,522		$	35,585

The recoverability of the carrying values of the Company’s mineral properties is dependent upon commercial production from, or sale, or lease of, these properties and upon economic reserves being discovered or developed on the properties. The Company believes that the fair value of its mineral properties exceeds the carrying value; however, events and circumstances beyond the control of management may mean that a write-down in the carrying values of the Company’s properties may be required in the future as a result of evaluation of gold mineralized material and application of a ceiling test which is based on estimates of gold mineralized material, exploration land values, future advanced minimum royalty payments and gold prices. Royalty rights with a historical total cost of $3.5 million are amortized using the units-of-production method based upon estimated recoverable gold ounces from proven and probable reserves at the Hycroft Mine.

10. Other Liabilities, Current

The following table summarizes the components of other current liabilities (in thousands):


	June 30, 2011		December 31, 2010
Accrued liabilities and other
Accrued compensation	$	994	$	1,016
Contractor holdbacks		434		239
Employment taxes payable		358		395
Other		120		82

Total accrued liabilities and other	$	1,906	$	1,732

11. Revolving Credit Facility and Capital Lease Obligations

Revolving Credit Facility

In May 2011, the Company entered into a three-year $30.0 million revolving credit agreement that matures in May 2014. The revolving credit facility is collateralized by substantially all the assets of the Company. The interest rate on drawdowns is at either an applicable rate plus a base rate or an applicable rate plus LIBOR with the applicable rate determined by financial ratios of the Company. The Company has the ability to repay any borrowings under the facility in part or entirety at any time without penalty. The Company is required to pay a standby fee, dependent on financial ratios, on undrawn amounts under the revolving credit facility. The credit agreement contains various covenants related to net worth, interest coverage and leverage ratios, and contains limitations on dividends. The Company was in compliance with all covenants as of June 30, 2011.

The Company incurred loan origination fees of $0.5 million during the origination of the revolving credit facility, which are being amortized to interest expense using the straight-line method over the term of the loan. At June 30, 2011, no amount was outstanding on the revolving credit facility.

Capital Lease Obligations

During the six months ended June 30, 2011, the Company entered into four capital leases for the purchase of mining equipment and now has a total of fourteen capital leases, most of which have 60-month terms. The weighted average implicit interest rate for these capital leases is approximately six percent.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

Assets under capital leases are included in Plant and Equipment (Note 6) and are summarized in the table below (in thousands):


	June 30, 2011			December 31, 2010
Mine equipment	$	30,148		$	17,212
Less: accumulated depreciation		(4,347	)		(2,471	)

Net assets under capital leases	$	25,801		$	14,741

During the six months ended June 30, 2011, the Company capitalized $0.3 million of interest expense from capital leases.

The following is a summary of the future minimum lease payments under capital leases, together with the present value of the net minimum lease payments as of June 30, 2011 (in thousands):


Fiscal Year	Minimum Lease Payment
2011	$	3,504
2012		6,902
2013		6,622
2014		5,850
2015		4,330
2016		292
Less: interest		(3,091	)

Net minimum lease payments under capital leases		24,409
Less: current portion		(5,737	)

Non-current portion of net minimum lease payments	$	18,672

12. Asset Retirement Obligation

Changes to the Company’s asset retirement obligation are summarized below (in thousands):


	Six months ended June 30,
	2011			2010
Balance, beginning of year	$	6,766		$	6,643
Accretion		223			222
Reclamation expenditures		(161	)		(236	)

Balance, end of period		6,828			6,629
Less: current portion		(463	)		(476	)

Non-current portion	$	6,365		$	6,153

Reclamation obligations are secured by surety bonds or irrevocable standby letters of credit in amounts determined by applicable federal and state regulatory agencies. These surety bonds and irrevocable standby letters of credit are in turn secured by cash collateral. See Note 8 “Restricted Cash”.

13. Other Accrued Liabilities, Non-Current

As of June 30, 2011, other accrued liabilities totaled $9.9 million, of which $9.2 million was for the Company’s Deferred Phantom Unit Plan (the “DPU Plan”).

The DPU Plan was adopted by the Board of Directors in April 2009. Under the DPU Plan, non-executive directors receive a portion of their annual compensation in DPUs quarterly. Each DPU has the same value as one Allied Nevada common share. DPUs must be retained until the director leaves the Board, at which time the value of the DPU will be paid out in cash. In the event dividends are declared and paid, additional DPUs would be credited to reflect dividends paid on Allied Nevada’s common shares.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table summarizes the number of the Company’s DPUs and changes during the periods:


	Six months ended June 30,
	2011		2010
Outstanding, beginning of year		238,000		131,250
Granted		21,000		64,750

Outstanding, end of period		259,000		196,000

DPUs are recorded at fair value on the quarterly award date and are adjusted for changes in fair value. The fair value of amounts granted each period, together with the change in fair value, is expensed. DPU expense recognized during the three and six month periods ended June 30, 2011 totaled $nil and $2.9 million, respectively. DPU expense recognized during the three and six month periods ended June 30, 2010 totaled $1.0 million and $1.9 million, respectively. The aggregate fair value of the 259,000 DPUs outstanding at June 30, 2011 totaled $9.2 million.

14. Shareholders’ Equity

Allied Nevada 2007 Stock Option Plan

The table below is a summary of changes to the 2007 Stock Option Plan for the periods indicated:


	Six months ended June 30,
	2011							2010
	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding on January 1,		931,930		$	4.71				2,358,143		$	4.80
Canceled/expired		(2,000	)		2.43				—
Exercised		(120,887	)		4.38				(642,303	)		4.99

Outstanding, end of period		809,043			4.79		4.7		1,715,840			4.73		5.9

Exercisable, end of period		798,043		$	4.81		4.8		793,449		$	5.14		4.9

During the six months ended June 30, 2011 and 2010, a total of 48,001 and 329,504 options vested, respectively. During the six months ended June 30, 2011 and 2010, the Company recognized stock-based compensation expense of $37,000 and $1.3 million, respectively, for options granted pursuant to the 2007 Stock Option Plan. At June 30, 2011 and 2010, there was approximately $6,000 and $0.3 million, respectively, of unrecognized stock-based compensation cost relating to outstanding unvested options. No options were granted in either of the six months ended June 30, 2011 or 2010.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

Restricted Share Plan

The table below is a summary of changes to the Restricted Share Plan for the periods indicated:


	Six months ended June 30,
	2011					2010
	Number of RSUs			Weighted Average Remaining Restricted Period (years)		Number of RSUs			Weighted Average Remaining Restricted Period (years)
Outstanding on January 1,		957,901					827,500
Granted		239,562					216,400
Vested/issued		(198,458	)				(126,766	)
Canceled/expired		(11,000	)				(93,733	)

Outstanding, end of period		988,005			2.2		823,401			1.4

Vested, end of period		300,000			—		200,000			—

The RSU values are based upon the fair value of the Company’s stock on the date of grant, less estimated forfeitures. The restricted share units are expensed over the requisite service periods. The total stock-based compensation expense recognized under the RSU Plan during the six month periods ended June 30, 2011 and 2010, was $2.2 million and $1.0 million, respectively. At June 30, 2011 and 2010, there was approximately $11.9 million and $6.1 million, respectively, of unrecognized stock-based compensation cost relating to outstanding restricted share units.

RSUs

Restricted share units vest annually over three years, until fully vested on the third anniversary of the grant date. 43,300 RSUs were granted during the six months ended June 30, 2011.

Performance RSUs

Performance restricted share units generally vest over three years and are subject to performance based vesting criteria determined in advance for each year by the Compensation Committee of the Board of Directors. 196,262 performance RSUs were granted during the six months ended June 30, 2011.

Special Stock Option Plan

The table below is a summary of changes in the Special Stock Option Plan for the periods indicated:


	Six months ended June 30,
	2011							2010
	Number of Special Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Number of Special Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding on January 1,		26,728		$	5.28				60,138		$	4.41
Exercised		(15,035	)		5.46				(13,364	)		3.20

Outstanding, end of period		11,693			5.10		0.1		46,774			4.73		1.1

Exercisable, end of period		11,693		$	5.10		0.1		46,774		$	4.73		1.1

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

Common Stock

The authorized share capital of Allied Nevada consists of 100,000,000 shares of common stock with a par value of $0.001 per share. As of June 30, 2011, there were 89,290,898 shares of common stock issued and outstanding.

Preferred Stock

The authorized share capital of Allied Nevada includes 10,000,000 shares of undesignated preferred stock with a par value of $0.001 per share. As of June 30, 2011, no shares of preferred stock have been issued.

15. Revenue

All doré produced to date from the Hycroft Mine has been transported to an independent refinery. The doré and contained precious metals remain the property of the Company until it is sold to a buyer. The sales process commences when a sales order is placed with a buyer pursuant to a written agreement. Physical transfer of doré to the independent refiner precedes the transfer of title and risk of loss, which is accomplished by an irrevocable pledge of the precious metals to the buyer. Historically cash for the sale of precious metals has been received in the same accounting period as revenue is recognized assuring collectibility of the amount of the underlying sales agreement. The Company recognizes revenue on gold and silver sales when persuasive evidence of an arrangement exists, the price is fixed or determinable, the metal is delivered, the title has transferred to the customer, and collectibility is reasonably assured.

The table below is a summary of the Company’s gold and silver sales for the three and six months ended June 30, 2011 and 2010 (in thousands).


	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010
Gold Sales	$	30,519	$	35,936	$	60,426	$	58,540
Silver Sales		3,061		1,176		5,080		2,031

Total	$	33,580	$	37,112	$	65,506	$	60,571

16. Income Tax Expense

Allied Nevada accounts for interim income taxes in accordance with ASC 740. For the six months ended June 30, 2011, Allied Nevada recorded an estimated tax expense of approximately $1.6 million, based on an effective rate of 29.4%. Estimated tax benefit during the same period of 2010 was $4.6 million based on an effective tax rate of 34.2%. The effective tax rate for 2011 is different than the United States statutory rate of 35% primarily due to permanent differences between income tax and financial reporting treatment of certain transactions. The effective tax rate for 2010 is different than the United States statutory rate of 35% primarily due to permanent differences between income tax and financial reporting treatment of certain transactions and a decrease in the valuation allowance on Alternative Minimum Tax (AMT) credits generated during the period.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

17. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):


	Six months ended June 30,
	2011		2010
Net income available to common shareholders	$	3,817	$	24,444

Basic:
Weighted average number of shares outstanding		89,427		76,423
Earnings per share	$	0.04	$	0.32

Diluted:
Weighted average number of shares outstanding		90,742		78,317
Earnings per share	$	0.04	$	0.31

The computation of the basic earnings per share includes within the weighted average number of shares outstanding 300,000 and 200,000 vested restricted share units that were not issued as of June 30, 2011 and 2010, respectively.

At June 30, 2011, there were 809,043 options granted under the Allied Nevada Stock Option Plan outstanding, 11,693 options granted under the Allied Nevada Special Stock Option plan outstanding, and 688,005 unvested restricted share units outstanding that were included in the diluted earnings per share for the six months ended June 30, 2011.

At June 30, 2010, there were 1,715,840 options granted under the Allied Nevada Stock Option Plan outstanding, 46,774 options granted under the Allied Nevada Special Stock Option plan outstanding, and 623,401 unvested restricted share units outstanding that were included in the diluted earnings per share for the six months ended June 30, 2010.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

18. Segment Information

Allied Nevada is currently engaged in the operation of the Hycroft Mine and the evaluation, acquisition, exploration, and advancement of gold exploration and development projects in Nevada. The Company identifies its reportable segments as those consolidated mining operations or functional groups that represent more than 10% of the combined revenue, profit or loss or total assets of all reported operating segments. Consolidated mining operations or functional groups not meeting this threshold are aggregated at the corporate level for segment reporting purposes. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance. Segment information as of and for the three and six months ended June 30, 2011 and 2010 is as follows (in thousands):


As of and for the three months ended June 30,	Hycroft Mine			Exploration			Corporate and Other			Total
2011
Sales	$	33,580		$	—		$	—		$	33,580
Income (loss) from operations		19,596			(8,889	)		(5,530	)		5,177
Interest income		7			—			107			114
Interest expense		(93	)		—			(55	)		(148	)
Gain on foreign exchange		—			—			6			6

Income (loss) before taxes		19,510			(8,889	)		(5,472	)		5,149
Total assets		238,090			34,193			320,396			592,679
Capital expenditures		19,332			10			119			19,461

2010
Sales	$	37,112		$	—		$	—		$	37,112
Income (loss) from operations		21,868			(4,978	)		(4,580	)		12,310
Interest income		10			—			24			34
Interest expense		(93	)		—			—			(93	)
Gain on foreign exchange		—			—			2,099			2,099
Other income		—			—			3			3

Income (loss) before taxes		21,785			(4,978	)		(2,454	)		14,353
Total assets		145,259			33,313			360,600			539,172
Capital expenditures		8,311			88			129			8,528

As of and for the six months ended June 30,	Hycroft Mine			Exploration			Corporate and Other			Total
2011
Sales	$	65,506		$	—		$	—		$	65,506
Income (loss) from operations		36,768			(16,949	)		(14,284	)		5,535
Interest income		13			—			116			129
Interest expense		(249	)		—			(55	)		(304	)
Gain on foreign exchange		—			—			40			40
Other income		6			—			—			6

Income (loss) before taxes		36,538			(16,949	)		(14,183	)		5,406
Total assets		238,090			34,193			320,396			592,679
Capital expenditures		43,199			56			156			43,411

2010
Sales	$	60,571			—			—		$	60,571
Income (loss) from operations		34,689			(8,829	)		(8,326	)		17,534
Interest income		19			—			27			46
Interest expense		(188	)		—			—			(188	)
Gain on foreign exchange		—			—			2,170			2,170
Other income		—			269			3			272

Income (loss) before taxes		34,520			(8,560	)		(6,126	)		19,834
Total assets		145,259			33,313			360,600			539,172
Capital expenditures		13,828			95			161			14,084

19. Fair Value Measurements

The Company’s financial instruments, including cash and cash equivalents and accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these instruments.

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. During the six months ended June 30, 2011 and 2010, the Company did not have any assets or liabilities measured under the fair value hierarchy.

20. Commitments and Contingencies

The Company is from time to time involved in various legal proceedings related to its business. Management does not believe that adverse decisions are likely in any pending or threatened proceeding, or that amounts that may be required to be paid by reason thereof will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As discussed in the explanatory note to this Form 10-Q/A and in Note 2 to our condensed consolidated financial statements, we are amending our condensed consolidated income statement presentation for the quarter ended June 30, 2011 and 2010. We amended our income statement presentation of cost of sales and enhanced our critical accounting policy disclosures related to work-in-process inventories and revenue recognition.

Except as described above, the condensed consolidated financial statements and other disclosures in this Form 10-Q/A are unchanged and do not reflect any events that have occurred after its initial filing on August 4, 2011.

The following management’s discussion and analysis of the consolidated operating results and financial condition of Allied Nevada Gold Corp. (“Allied Nevada”) for the three and six month periods ended June 30, 2011 has been prepared based on information available to us as of August 4, 2011. This discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of the Company for the year ended December 31, 2010 and the related notes thereto filed with the Company’s annual report on Form 10-K, which have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States. All amounts stated herein are in U.S. dollars, unless otherwise noted.

Operations

Key operating statistics for the three and six months ended June 30, 2011, compared with the same periods in 2010, are as follows:


	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010
Total material mined (thousands of tons)		7,895		7,080		15,675		12,399

Ore grade - gold (oz/ton)		0.014		0.024		0.014		0.024
Ore grade - silver (oz/ton)		0.406		0.292		0.320		0.320
Ounces produced - gold		22,783		31,419		43,501		54,123
Ounces produced - silver		93,221		62,008		154,972		115,499
Ounces sold - gold		20,293		29,560		41,634		49,999
Ounces sold - silver		85,092		63,859		144,658		114,796
Average realized price - gold ($/oz)	$	1,504	$	1,216	$	1,451	$	1,171
Average realized price - silver ($/oz)	$	36	$	18	$	35	$	18
Average spot price - gold ($/oz)	$	1,504	$	1,197	$	1,456	$	1,152
Average spot price - silver ($/oz)	$	38	$	18	$	35	$	18

Second quarter gold production of 22,783 ounces was as expected, while silver production for the second quarter exceeded expectations with 93,221 ounces produced. Year to date gold production is in-line with expectations and silver exceeded expectations. Per previously stated guidance, production is expected to increase in the second half of 2011 as the impact of mining more ore tons begins to take effect. The mine reported no safety or environmental incidents in the first half of 2011.

Hycroft mined 7.9 million tons of material in the second quarter of 2011, including 4.2 million tons of ore at average grades of 0.014 opt gold and 0.406 opt silver. Average gold grades mined during the second quarter of 2011 were as expected, but lower compared to the second quarter of 2010 as mining activities continue to move through a lower grade phase of the Brimstone pit. Average silver grades were significantly better than expected and higher when compared with the same period in 2010. Historical drilling, which makes up a large component of the Brimstone deposit database, had limited silver assay data and thus the model continues to underestimate the grades. The mine placed approximately 98,336 contained ounces of gold (recoverable – 55,700 ounces) and 2,291,083 ounces of silver (recoverable – 229,100 ounces) on the leach pads in the first half of 2011.

Implementation of the accelerated heap leach mining expansion plan is progressing well. Expansion of the Merrill-Crowe plant to increase solution processing capacity from 3,500 gpm to 5,000 gpm is expected to be completed and operating in the third quarter of 2011. Construction of the new truck shop capable of servicing the larger mining equipment is on track to be completed by the end of 2011. To date, five of the 320-ton trucks and two hydraulic shovels are operating as part of the accelerated heap leach mining expansion.

Exploration

At Hycroft, the Company completed 88,531 feet of drilling in 82 holes in the second quarter of 2011. The primary focus for the second quarter program was to continue infill and engineering drilling in support of the milling feasibility study. Results of the second quarter drill program continue to include long intervals of at or above average resource grade mineralization. The Company has begun step out drilling to the south of the Vortex Zone to test for continuity of mineralization. Drilling for the remainder of 2011 will be focused on infill, limited step out drilling and condemnation drilling related to the milling study.

At Hasbrouck, the Company drilled 39 holes in the second quarter of 2011 totaling 33,584 feet. Drilling in the second quarter focused on understanding the extent of the mineralization in the high-grade Saddle Zone and following up on suspected higher grade targets. This drilling was successful in expanding the Saddle Zone to the south, while the zone remains open along a northeast-southwest trend and at depth. New higher grade zones of mineralization were also identified through drilling in the second quarter, including the discovery of the Franco Zone to the east, as were announced in the July 19, 2011 press release.

The Company increased its land position in the Hasbrouck district from 2 square miles to approximately 17 square miles in the first quarter of 2011 to encompass geophysical anomalies identified through recent gravity surveying, zones of epithermal alteration, and sites of historical mining. The Company completed initial field work and sampling of this newly acquired Klondike Flats area, located south of the current known resource, in the second quarter. The Company has commenced the first phase of the Klondike Flats drill program focusing on outcropping zones of epithermal alteration, which is coincident with geophysical anomalies.

Results of Operations

Three Months Ended June 30, 2011 Compared with Three Months Ended June 30, 2010

Allied Nevada had net income during the three months ended June 30, 2011 of $3.6 million compared to $20.8 million during the same period in 2010. The decrease in net income of $17.2 million is largely due to an increase of $7.9 million in income tax expense, an increase of $3.9 million in exploration and land holding costs, a decrease of $3.5 million from the sale of gold and silver, a decrease of $2.1 million in net foreign exchange gains, and an increase of $1.0 million in corporate general and administrative costs compared to the same period in 2010, which was partially offset by a decrease of $1.2 million in cost of sales compared to the same period in 2010.

Revenue

Revenue decreased $3.5 million to $33.6 million compared to $37.1 million in the same period of 2010. The decrease was attributable to a $5.4 million decrease in gold sales due to a 9,267 ounce decrease in gold ounces sold compared to the 2010 period which was offset by a $288 increase in the average realized price for gold to $1,504 per ounce compared to $1,216 per ounce in 2010. Additionally, we experienced a $1.9 million increase in silver sales due to a 21,233 ounce increase in silver ounces sold compared to the 2010 period and an $18 increase in the average realized price for silver to $36 per ounce compared to $18 per ounce in the same period of 2010.

Cost of sales

Cost of sales consists of production costs and depreciation and amortization. Cost of sales decreased $1.3 million in the three month period ending June 30, 2011 to $13.9 million compared to $15.2 million in the same period of 2010.

Production costs decreased $1.0 million to $12.4 million in three month period ending June 30, 2011 compared to $13.4 million in the same period of 2010. The decrease in productions costs was attributable to a 9,267 decrease in gold ounces sold in the three months ended June 30, 2011 compared to the same period in 2010, which was offset by a $173 per ounce increase in the average production costs in beginning inventory at March 31, 2011 compared to 2010.

Depreciation and amortization decreased $0.1 million to $1.6 million in the three month period ended June 30, 2011 compared to $1.7 million in the same period of 2010. The decrease in depreciation and amortization was attributable to a 9,267 decrease in gold ounces sold in the three months ended June 30, 2011 compared to the same period in 2010, which was offset by an approximate $11 ounce increase in average depreciation and amortization costs in beginning inventory at March 31, 2011 compared to 2010.

Exploration and land holding costs

Exploration and land holding costs increased $3.9 million to $8.9 million compared to $5.0 million during the same period of 2010. The increase is primarily due to activity for exploration and drilling programs at Hasbrouck, which is an Advanced Exploration Property. Hasbrouck drilling and exploration programs in the 2011 period consisted of approximately 39 drill holes (33,584 feet drilled) at a cost of $4.2 million compared to the 2010 period which consisted of 3 drill holes (2,017 feet drilled) at a cost of $0.5 million, an increase of $3.7 million compared to the same period of 2010.

Accretion

Allied Nevada recorded accretion expenses of $0.1 million during each of the three months ended June 30, 2011 and 2010. Accretion expense in the three months ended June 30, 2011 was based upon a credit adjusted risk-free rate of 6.8%.

Corporate general and administrative costs

Corporate general and administrative costs increased $1.0 million to $5.5 million compared to $4.5 million for the same period of 2010. The increase was largely due to an additional $1.2 million of consulting fees for engineering and metallurgical services, an additional $0.4 million of compensation and benefit costs for employees associated with increased staffing levels at the corporate office, and an additional $0.3 million of professional services fees which was partially offset by a decrease of $1.1 million of stock-based compensation costs for employees and directors compared to the same period of 2010.

Interest income

Interest income from both our liquid savings and restricted cash accounts increased $0.1 million to $0.1 million compared to $34,000 during the same period of 2010, due to an increased interest rate earned in the 2011 period on our cash equivalent deposits.

Interest expense

Interest expense increased $0.1 million to $0.2 million compared to $0.1 million during the same period in 2010. Interest expense in both periods was primarily attributable to capital lease obligations with additional interest expense recorded in the 2011 period from an additional eight capital leases the Company had entered into compared to the 2010 period and the payment of standby fees associated with the line of credit entered into in May of 2011.

Net foreign exchange gain

For the three months ended June 30, 2011, the Company recognized a foreign exchange gain of $6,000 compared to $2.1 million in the same period of 2010, a decrease of $2.1 million. Foreign exchange gains in the 2011 period are a result of a favorable change in exchange rates between the Canadian dollar and U.S. dollar as the Company’s net Canadian dollar asset position remained comparable to the March 31, 2011 position. Foreign exchange gains in the 2010 period were attributable to converting net proceeds received from the June 2010 offering of approximately CDN $265.6 million to U.S. dollars due to the average Canadian dollar to U.S. dollar exchange rate on conversions being approximately 1% higher than the exchange rate on the date the offering proceeds were received.

Other income

The Company recognized no other income during the three months ended June 30, 2011 compared to a nominal amount for the same period of 2010.

Income tax (expense) benefit

Income tax expense increased $7.9 million to $1.5 million compared to a $6.4 million benefit in the same period of 2010. In the 2011 period, $0.9 million of tax expense represents a non-cash charge relating to a reduction of deferred tax assets and $0.6 million represents the reduction of a prepaid tax asset. In the 2010 period, the Company recorded a $5.0 million provision for income taxes which was offset by an $11.4 million reduction in the Company’s valuation allowance for deferred tax assets.

Net income

For the reasons described above, we reported net income of $3.6 million for the three months ended June 30, 2011 compared to $20.8 million for the same period of 2010.

Six Months Ended June 30, 2011 Compared with Six Months Ended June 30, 2010

Allied Nevada had net income during the six months ended June 30, 2011 of $3.8 million compared to $24.4 million during the same period in 2010. The decrease in net income of $20.6 million is largely due to an increase of $8.1 million in exploration and land holding costs, an increase of $6.2 million in income tax expense, an increase of $5.9 million in corporate general and administrative costs, an increase of $2.9 million in cost of sales, and a decrease of $2.1 million in net foreign exchange gains compared to the same period in 2010, which was partially offset by an increase of $4.9 million in revenue from the sale of gold and silver compared to the same period in 2010.

Revenue

Revenue increased $4.9 million to $65.5 million compared to $60.6 million in the same period of 2010. $1.9 million of the increase was attributable to a $280 increase in the average realized price for gold to $1,451 per ounce compared to $1,171 per ounce in 2010, which was offset by an 8,365 ounce decrease in gold ounces sold. Additionally, $3.0 million of the increase was attributable to a 29,862 ounce increase in silver sales and a $17 increase in the average realized price for silver to $35 per ounce compared to $18 per ounce in the same period of 2010.

Cost of sales

Cost of sales consists of production costs and depreciation and amortization. Cost of sales increased $2.9 million in the six month period ended June 30, 2011 to $28.6 million compared to $25.7 million in the same period of 2010.

Production costs increased $2.8 million to $25.5 million in the six months ended June 30, 2011 compared to $22.7 million in the same period of 2010. The increase in production costs was attributable to an approximate $150 per ounce increase in average production costs in beginning inventory at December 31, 2010 compared to 2009, which was partially offset by a 8,365 decrease in gold ounces sold in the six month period ended June 30, 2011 compared to the same period in 2010.

Depreciation and amortization increased $0.1 million to $3.1 million in the six months ended June 30, 2011 compared to $3.0 million in the same period of 2010. The increase in depreciation and amortization was primarily attributable to an approximate $23 per ounce increase in the average depreciation and amortization cost in beginning inventory at December 31, 2010 compared to 2009, which was offset by a 8,365 increase in gold ounces sold in the 2011 period compared to the same period of 2010.

Exploration and land holding costs

Exploration and land holding costs increased $8.1 million to $16.9 million compared to $8.8 million during the same period of 2010. The increase is primarily due to activity for exploration and drilling programs at Hasbrouck, which is an Advanced Exploration Property. Hasbrouck drilling and exploration programs in the 2011 period consisted of approximately 66 drill holes (54,595 feet drilled) at a cost of $7.2 million compared to the 2010 period which consisted of 3 drill holes (2,017 feed drilled) at a cost of $0.5 million, an increase of $6.7 million compared to the same period of 2010. Hycroft drilling and exploration programs in the 2011 period consisted of an additional 24,300 feet drilled at a cost of $4.3 million compared to the same period in 2010, of which $3.1 million was capitalized for condemnation drilling and reserve verification and $1.2 was expensed.

Accretion

Allied Nevada recorded accretion expense of $0.2 million during each of the six months ended June 30, 2011 and 2010. Accretion expense in the six months ended June 30, 2011 was based upon a credit adjusted risk-free rate of 6.8%.

Corporate general and administrative costs

Corporate general and administrative costs increased $5.9 million to $14.2 million compared to $8.3 million for the same period of 2010. The increase was largely due to an additional $2.8 million of consulting fees for engineering and metallurgical services, an additional $1.0 million of stock-based compensation costs for employees and directors, an additional $1.2 million of compensation and benefit costs for employees associated with increased staffing levels at the corporate office, and an additional $0.7 million for professional services fees compared to the same period of 2010.

Interest income

Allied Nevada earned $0.1 million in interest income from both our liquid savings and restricted cash accounts during the six months ended June 30, 2011 compared to $46,000 in interest income in 2010, an increase of $0.1 million compared to the 2010 period due to an increased interest rate earned in the 2011 period on our cash equivalent deposits.

Interest expense

Interest expense increased $0.1 million to $0.3 million compared to $0.2 million during the same period in 2010. Interest expense in both periods was primarily attributable to capital lease obligations with additional interest expense recorded in the 2011 period from an additional eight capital leases the Company had entered into compared to the 2010 period and the payment of standby fees associated with the line of credit entered into in May of 2011.

Net foreign exchange gain

For the six months ended June 30, 2011, the Company recognized a foreign exchange gain of $40,000 compared to $2.2 million in the same period of 2010, a decrease of $2.1 million. Foreign exchange gains in the 2011 period are a result of an 8% favorable change in exchange rates between the Canadian dollar and U.S. dollar which was offset by a $0.3 million decrease in the Company’s net Canadian dollar asset position compared to the December 31, 2010 position. Foreign exchange gains in the 2010 period were attributable to converting net proceeds received from the June 2010 offering of approximately CDN $265.6 million to U.S. dollars due to the average Canadian dollar to U.S. dollar exchange rate on conversions being approximately 1% higher than the exchange rate on the date the offering proceeds were received.

Other income

The Company recognized a minimal amount of other income during the six months ended June 30, 2011 compared to $0.3 million for the same period of 2010. The Company recorded no gains from recognition of advanced minimum royalties after exploration rights were returned to the Company by joint venture partners in the six months ended June 30, 2011 compared to $0.3 million in the same period of 2010.

Income tax (expense) benefit

Income tax expense increased $6.2 million to $1.6 million compared to a $4.6 million benefit in the same period of 2010. In the 2011 period, $1.0 million of tax expense represents a non-cash charge relating to a reduction of deferred tax assets and $0.6 million represents the reduction of a prepaid tax asset. In the 2010 period, the Company recorded a $6.8 million provision for income taxes which was offset by an $11.4 million reduction in the Company’s valuation allowance for deferred tax assets.

Net income

For the reasons described above, we reported net income of $3.8 million for the six months ended June 30, 2011 compared to $24.4 million for the same period of 2010.

Financial Position, Liquidity and Capital Resources

Cash provided by operating activities

Cash provided by operating activities during the six months ended June 30, 2011, was $4.5 million compared to $12.4 million during the same period in 2010. The net decrease of $7.9 million of cash provided by operating activities was primarily attributable to the following:

•

The Company had $3.8 million in net income compared to $24.4 million in the same period of 2010. This amounted to a net decrease in cash provided by operating activities of $20.6 million for reasons described in Results of Operations above.

•

The Company recorded a $1.0 million non-cash reduction to deferred tax assets compared a net $5.3 million non-cash increase to deferred tax assets in the same period of 2010, resulting in a $6.3 million increase in cash provided by operating activities.

•

The change in prepaids and other resulted in a $2.3 million source of cash compared to a $2.7 million use of cash in the same period of 2010, resulting in a $5.1 million increase in cash provided by operating activities.

•

The change in accounts payable resulted in a $5.3 million source of cash in 2011 compared to a $0.8 million source of cash in the same period of 2010, resulting in a $4.5 million increase in cash provided by operating activities.

•

The Company recorded a $5.2 million non-cash expense for stock-based compensation in 2011 compared to $2.2 million for the same period of 2010, resulting in a $3.0 million increase in cash provided by operating activities.

•

The change in ore on leachpads resulted in a $13.0 million use of cash in 2011 compared to a $9.9 million use of cash in the same period of 2010, resulting in a $3.1 million increase in cash used in operating activities. The $3.1 million increase in cash used was attributable to ounces being placed on the leach pad at a higher average cost than ounces placed in the same period of 2010.

•

The change in accrued liabilities and other resulted in a $0.2 million source of cash in 2011 compared to a $2.6 million source of cash in the same period of 2010, resulting in a $2.4 million decrease in cash provided by operating activities.

Cash used in investing activities

Cash used in investing activities during the six months ended June 30, 2011, was $35.0 million compared to $15.0 million during the same period in 2010. The net increase of $20.0 million of cash used in investing activities is largely due to the following:

•

Additions to plant and equipment in 2011 totaled $17.7 million compared to $10.2 million during the same period in 2010, resulting in an increase in cash used in investing activities of $7.5 million. In the six months ended June 30, 2011 the Company had cash purchases of $4.3 million for truck shop construction, $4.1 million for leach pad expansions, $2.2 million for mobile mine equipment, $2.0 million for drilling equipment, $1.5 million for the mill construction, $0.6 million for process improvements, and $3.0 million of other plant and equipment additions.

•

The Company contributed an additional $3.9 million to its restricted cash collateral account in 2011 to support an additional surety bond for the benefit of the Bureau of Land Management (BLM) compared to $0.9 million of additional collateral established during the same period of 2010, resulting in an increase in cash used in investing activities of $3.0 million.

•

Additions to mine development costs in 2011 totaled $13.3 million compared to $3.9 million during the same period in 2010, resulting in an increase in cash used in investing activities of $9.4 million. In the six months ended June 30, 2011 the Company had cash mine development additions of $5.4 million for pre-production stripping costs, $4.0 million for reserve verification drilling and assaying, $2.4 million for condemnation drilling and assaying, and $1.5 million for environmental impact statements for major permitting actions associated with Hycroft.

Cash provided by (used in) financing activities

Cash used in financing activities during the six months ended June 30, 2011, was $2.1 million compared to cash provided by financing activities of $256.9 million during the same period in 2010. The net decrease of $259.0 million of cash provided by financing activities is largely due to the following:

•

The Company did not issue any stock in a public offering compared to 13,500,000 shares issued for gross proceeds of approximately $272.2 million in the same period of 2010. The Company incurred approximately $17.8 million of costs in connection with the June 2010 offering, resulting in net proceeds of $254.4, which resulted in a net decrease in cash provided by financing activities of $254.4 million compared to the same period of 2010.

•

The Company received $0.6 million in proceeds from the exercise of options compared to $3.2 million in the same period of 2010, resulting in a decrease of $2.6 million in cash provided by financing activities.

•

The Company made capital lease principal payments of $2.2 million on fourteen capital leases in 2011 compared to $0.7 million on six capital leases in the same period of 2010, resulting in a $1.5 million increase in cash used by financing activities.

Liquidity and capital resources

Based upon our current operational assumptions and mine plans, we believe our cash on hand, anticipated operating cash flow from the Hycroft Mine, and amounts available under the $30.0 million Revolving Credit Agreement will be adequate to meet our liquidity needs and fund the planned capital expenditures for the next year.

In May 2011, we entered into a three-year $30.0 million Revolving Credit Agreement that matures on May 17, 2014. At June 30, 2011, we had no outstanding borrowings under the credit agreement.

We estimate our capital expenditures in 2011 will total approximately $110 million largely related to the expansion of the mobile mine equipment fleet, support building improvements, increased processing plant capacity modifications, ongoing leach pad expansion at Hycroft, capitalized stripping and drilling activities, and other capitalized spending. As of June 30, 2011 the Company has spent approximately $42.6 million of the estimated 2011 capital expenditures, inclusive of mining equipment acquired through capital leases.

At June 30, 2011, our total assets were $592.7 million compared to $567.4 million at December 31, 2010. The increase in total assets is primarily attributable to $12.4 million of plant and equipment purchased through capital leases and $3.8 million of net income.

At June 30, 2011, working capital was $365.0 million compared to $388.9 million at December 31, 2010. The decrease in working capital is primarily attributable to a $32.6 million decrease in cash and equivalents described above, a $5.3 million increase in accounts payable, a $2.5 million increase in the current portion of capital lease obligations, and a $1.8 million decrease in prepaids and other assets offset by a $15.0 million increase in ore on leachpads and a $3.7 million increase in inventories.

At June 30, 2011, we had cash and cash equivalents totaling $305.3 million. All cash equivalents were invested in high quality short-term money market instruments, including government securities, bankers’ acceptances, bank notes, certificates of deposit, commercial paper and repurchase agreements of domestic and foreign issuers. At June 30, 2011, we had no funds invested in asset-backed commercial paper.

Off-balance sheet arrangements

Allied Nevada has no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States and follow the same accounting policies and methods of their application as the most recent annual financial statements. See Management’s Discussion and Analysis and the financial statements and related footnotes included in our Annual Report on Form 10-K/A for the year ended December 31, 2010 for a description of our critical accounting policies and estimates.

Ore on leach pads, in-process inventory and precious metals inventory

The recovery of gold from the Hycroft Mine’s oxide ore is accomplished through a heap leaching process that utilizes a Merrill-Crowe and a Carbon in column process method to recover precious metals from the leach pad’s pregnant solution. The Company maintains four categories of metals inventories: ore on leach pads; in-process inventory for the Merrill-Crowe plant; in-process inventory for the Carbon in column process; and precious metals inventory. Because the value of our crusher stockpiles are immaterial, these values are included in ore on leach pads. The Company does not currently maintain separate stockpiles of low grade, mineralized material. The recovery of precious metals using the Merrill-Crowe method is completed at the Hycroft mine and the end product is a doré containing precious metals. The recovery of precious metals utilizing the Carbon in column process method is accomplished through on-site carbon columns and the shipping of loaded carbon offsite to be processed, resulting in the production of doré containing precious metals. The doré from both process methods is classified as precious metals inventory until sold.

Ore on leach pads

The recovery of gold from the Hycroft Mine’s oxide ore is accomplished through the heap leaching process. Under this method, oxide ore is placed on leach pads where it is treated with a chemical solution throughout the production phase of the mine, which dissolves the gold contained in the ore over time. The heap leach process ends with the production of a “pregnant” solution which contains the dissolved precious metals. The pregnant solution is further processed through conventional methods, including the and Carbon in column process methods, which are treated as separate stages of work-in-process inventories. Costs are added to ore on leach pads based on current mining and processing costs, including applicable depreciation, depletion and amortization relating to mining and processing operations. Costs are transferred from ore on leach pads to subsequent stages of work-in-process inventories as the pregnant solution is treated by the conventional processing methods.

As described below, costs that are incurred in or benefit the production process are accumulated as ore on leach pads. Ore on leach pads are carried at the lower of average cost or market. Accounting for ore on leach pads represents a critical accounting estimate because of the inherent difficulty in estimating the amount of the gold placed, the amount that will be recovered and the timing of that recovery. The Company employs standard industry estimating methodologies in the determination of the amount and timing of gold production. The recoverable gold that is placed on the leach pad requires the estimate of the quantity of contained gold in the ore mined, and the ultimate expected recovery for that ore. The quantity of contained gold ounces in the ore is based upon surveyed volumes of mined material, daily production records, calculated densities of the ore, and assaying of blast-hole cuttings to determine the estimated gold grade contained in the ore. Expected gold recovery rates for ore placed on leach pads are developed based upon standard industry practices using small-scale laboratory tests, small to large scale column testing (which simulates the production scale processing), historical trends and other factors, including mineralogy of the ore and ore size (e.g., run of mine or crushed ore).

For distinct mining areas, the ultimate recovery of gold contained in ore on leach pad can vary significantly from 30% to more than 70% depending upon ore particle size, ore mineralogy and ore grades. Ore particle size is most commonly affected by the rock type, blasting methods, and whether a crusher is used to reduce the particle size. During each accounting period, the amount of recoverable gold for each discreet mining area is used to determine the estimated aggregate quantity of recoverable gold that was placed.

During normal operating conditions as much as 85% of the estimated recoverable gold on an active leach pad may be extracted during the first year and the remaining gold may be extracted over a 3 year period. The timing of gold recovery is affected by the stacking sequence on the leach pad, the time to achieve solution saturation of the leach pad material, the solution flow rate through the placed ore, the volume of solution placed on the leach pad, and the processing capacity of the Merrill-Crowe and Carbon in Column circuits.

Based on current life of mine production plans, residual heap leach activities are expected to continue through 2020. Accordingly, the ultimate gold recovery will not be known until leaching operations cease. Should the Company’s estimate of ultimate recovery require adjustment, the impact upon its income statement would depend upon whether the change involved a negative or positive change in gold recovery. If the Company determined the gold recovery decreased by 1 or 2 percent at June 30, 2011, its estimate of recoverable ounces would decrease by approximately 5,000 and 10,000 ounces, respectively, which would have resulted in a write-down of approximately $3.6 million and $7.2 million, respectively. Whereas if the Company determined the gold recovery increased by 1 or 2 percent at June 30, 2011, its estimate of recoverable ounces would have increased by 5,000 and 10,000 ounces, respectively, and would result in a decrease to the weighted average cost per ounce in inventory to approximately $683 and $649 per ounce, respectively. This decrease in the weighted average cost would be recognized prospectively through cost of sales as a change in estimate.

In-process Inventory

In-process inventories represent materials that are currently in the process of being converted to a saleable product. Conversion processes currently being used by the Company include a Merrill-Crowe zinc-precipitation process (“Merrill-Crowe process”) and a Carbon in column solution recovery process (“CIC process”). In-process material is measured based on assays of the material fed into the process and the projected recoveries of the respective plants. In-process inventories are valued at the average cost of the material fed into the process attributable to the source material coming from the leach pads plus the in-process conversion costs, including applicable depreciation relating to the process facilities incurred to that point in the process.

Precious Metals Inventory

Precious metals inventories include doré and both gold and silver bullion. Precious metals that result from the Company’s mining and processing activities are valued at the average cost of the respective in-process inventories incurred prior to the refining process.

Revenue

All doré produced to date from the Hycroft Mine has been transported to independent refineries. The doré and contained precious metals remain the property of the Company until it is sold to a buyer. The sales process commences when a sales order is placed with a buyer pursuant to a written agreement. Physical transfer of doré to the independent refiner precedes the transfer of title

and risk of loss, which is accomplished by an irrevocable pledge of the precious metals to the buyer. Historically cash for the sale of precious metals has been received in the same accounting period as revenue is recognized assuring collectability of the amount of the underlying sales agreement. The Company recognizes revenue on gold and silver sales when persuasive evidence of an arrangement exists, the price is fixed or determinable, the metal is delivered, the title has transferred to the customer, and collectability is reasonably assured.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”).” This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and changes the disclosure requirements to include quantitative information about unobservable inputs used for level 3 fair value measurements. This pronouncement is effective for reporting periods beginning on or after December 15, 2011 (early adoption prohibited). The Company is evaluating the potential impact of adopting this guidance on its consolidated financial position, results of operations, cash flows, and disclosures.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is evaluating the potential impact of adopting this guidance on its consolidated financial position, results of operations, cash flows, and disclosures.

Note Regarding Forward-Looking Statements

In addition to historical information, this Form 10-Q/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein or incorporated by reference, that address activities, events or developments that we expect or anticipate will or may occur in the future, are forward-looking statements, including but not limited to such things as:

•

our future business strategy, plans and goals;

•

our estimated capital expenditures;

•

our expansion expectations, including with respect to the Hycroft mine and Hasbrouck property;

•

our expectations regarding the growth of our business, our estimates of reserves and other mineralized material;

•

the economic potential of the sulfide mineralization and milling project at the Hycroft property;

•

the preliminary economic assessment at the Hasbrouck property;

•

the anticipated results of the exploration drilling programs at our properties;

•

future gold and silver prices;

•

our production estimates;

•

our expectations regarding gold and silver recovery;

•

our estimated future sales and cost of sales;

•

the availability of outside contractors;

•

our anticipated cash flows and cash operating costs; and

•

the availability of additional capital.

The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “target”, “budget”, “may”, “schedule” and similar words or expressions identify forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:

•

volatile market prices of gold and silver;

•

risks related to the heap leaching process at the Hycroft Mine, including but not limited to gold recovery rates, gold extraction rates, and the grades of ore placed on our leach pads;

•

uncertainties concerning estimates of mineral reserves, other mineralized material, and grading;

•

cost of compliance with current and future government regulations, including those related to environmental protection, mining, health and safety, corporate governance and public disclosure;

•

uncertainties relating to obtaining or retaining approvals and permits from governmental regulatory authorities;

•

our ability to achieve our estimated production rates and stay within our estimated operating costs;

•

the commercial success of our exploration and development activities;

•

an increase in the cost or timing of new projects;

•

our current intention not to use forward sale arrangements;

•

the inherently hazardous nature of mining activities, including operational, geotechnical and environmental risks;

•

our ability to raise additional capital on favorable terms or at all;

•

intense competition within the mining industry;

•

uncertainties related to our ability to find and acquire new mineral properties;

•

potential operational and financial effects of current and proposed federal and state regulations related to environmental protection and mining, and the exposure to potential liability created by such regulations;

•

availability of equipment or supplies;

•

our ability to attract and retain personnel;

•

our ability to manage our growth;

•

potential challenges to title in our mineral properties;

•

risks associated with the expansion of our operations, including those associated with any future acquisitions or joint ventures;

•

potential conflicts of interests that may arise though some of our directors’ involvement with other natural resources companies;

•

the market price and future sales of our common stock; and

•

our decision not to pay dividends.

For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements, please see those factors discussed in Part II, Item 1A of this Form 10-Q and in our other filings with the SEC. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that our forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the market risks discussed in Item 7A of Allied Nevada’s Form 10-K/A for the fiscal year ended December 31, 2010.

ITEM 4.

CONTROLS AND PROCEDURES

Allied Nevada management, with the participation of the principal executive officer and principal financial officer have evaluated the effectiveness of Allied Nevada’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2011. Based on the evaluation, the principal executive officer and principal financial officer concluded that the disclosure controls and procedures in place are effective to ensure that information required to be disclosed by Allied Nevada, including consolidated subsidiaries, in reports that Allied Nevada files or submits under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable time periods specified by the Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits

under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in Allied Nevada’s internal control over financial reporting during the three months ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, Allied Nevada’s internal control over financial reporting.

PART I I- OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, the Company is a party to routine litigation and proceedings that are considered part of the ordinary course of its business. The Company is not aware of any material current, pending, or threatened litigation.

ITEM 1A.

RISK FACTORS

In addition to the information set forth in this Quarterly Report on Form 10-Q/A, you should carefully consider the factors discussed in I, Item 1A. Risk Factors, in our Annual Report on Form 10-K/A for the year ended December 31, 2010, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors disclosed in that report.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURE

Allied Nevada considers health, safety and environmental stewardship to be a core value for the Company and received a “Sentinels of Safety” award at Hycroft for the 2008 year in 2009. Allied Nevada has a mandatory safety and health program including employee training, risk management, workplace inspection, emergency response, accident investigation and program auditing. The Company considers this program to be essential at all levels to ensure that employees and the Company conduct themselves in an environment of exemplary health, safety and environmental governance.

Our operations and exploration properties are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations. The dollar penalties assessed for citations issued has also generally increased in recent years.

The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) entered into law in July 2010, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Mine Act. Under the Act, the SEC is authorized to issue rules and regulations to carry out the purposes of these provisions. While we believe the following disclosures meet the requirements of the Act, it is possible that any rule-making by the SEC will require disclosures to be presented in a form that differs from this presentation.

Mine Safety Information.

Whenever MSHA believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the operator (e.g. our subsidiary, Hycroft Resources & Development Inc.) must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The following table reflects citations and orders issued to us by MSHA during the six months ended June 30, 2011 and pending legal actions before the Federal Mine Safety and Health Review Commission (the “Commission”) as of June 30, 2011. The proposed assessments for the six months ended June 30, 2011 were taken from the MSHA data retrieval system as of June 30, 2011.

Additional information about the Act and MSHA references used in the table follows.

•

Section 104 Citations: Citations received from MSHA under section 104 of the Mine Act, which includes citations for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.

•

Section 104(b) Orders: Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.

•

Section 104(d) Citations and Orders: Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.

•

Section 110(b)(2) Violations: Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.

•

Section 107(a) Orders: Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.

•

Pending Legal Actions: Pending legal actions before the Commission as required to be reported by Section 1503(a) (3) of the Act. The Commission is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. These cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA or complaints of discrimination by miners under Section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.

•

Contests of Citations and Orders — A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA.

•

Contests of Proposed Penalties (Petitions for Assessment of Penalties) — A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order. The validity of the citation may also be challenged in this proceeding as well.


Mine¹	Section 104 Citations		Sections 104(b) Orders		Section 104(d) Citations and Orders		Section 110(b)(2) Violations		Section 107(a) Orders		Proposed MSHA Assessments (US$)²		Mining Related Fatalities		Pending Legal Actions
Hycroft		42		—		—		—		—	$	10,200		—		—

Pattern or Potential Pattern of Violations

During the six months ended June 30, 2011, Hycroft did not receive written notice from MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

(a)

Exhibits


Exhibit Number		Description of Document

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following materials are filed herewith: (i) XBRL Instance, (ii) XBRL Taxonomy Extension Schema, (iii) XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) XBRL Taxonomy Extension Definition. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by the specific reference in such filing.

The table above reflects citations and orders issued to us by MSHA during the six months ended June 30, 2011, and the pending legal actions before the Commission as of June 30, 2011. The definition of “mine” under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and minerals preparation facilities.

²	Represents the total dollar value of the proposed assessment from MSHA under the Mine Act pursuant to the citations and or orders preceding such dollar value in the corresponding row.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ALLIED NEVADA GOLD CORP.
	(Registrant)

Date: November 4, 2011	By:	/s/ Scott A. Caldwell
		Scott A. Caldwell President and Chief Executive Officer

Date: November 4, 2011	By:	/s/ Hal D. Kirby
		Hal D. Kirby Executive Vice President and Chief Financial Officer

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Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Hycroft Mining Corp Reports

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