EXHIBIT 10.1
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
Xxx Xxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0
Xxxx, Xxxxxx 00000
Phone: 000-000-0000 Fax: 000-000-0000
November 26, 2005
Xx. Xxxx X. Xxxxxx
Xx. Xxxxxxx X. Xxxxxx
Xx. Xxxx X. Xxxxxx
Nevada Gold Exploration Solutions, LLC
000 Xxxxxxxxxx Xxxxx
Xxxx, Xxxxxx 00000
Subject: Letter of Intent - Acquisition Agreement
Dear Xxxx, Xxx and Xxxx:
Battle Mountain Gold Exploration Corp. ("BMGX") proposes acquiring the balance
of Pediment Gold LLC ("PGL") to continue to explore the Nevada Great Basin
using Nevada Gold Exploration Solutions' (Nevada Gold Exploration Solutions, LLC
or "NGXS") proprietary Water Chemistry Database, GIS Database, Sampling Protocol
and Vapor Phase Geochemistry. In reliance upon our mutual negotiation of a
definitive agreement for the purchase of PGL, BMGX will fund the 2005 Field
Reconnaissance Program to completion a maximum amount of $150,000.
This letter of Intent contains the outline of terms ("Non-binding Terms") to be
memorialized in a definitive acquisition agreement that we intend to be the
final, binding, written expression of our agreement. This letter of Intent also
proposes interim procedures to be followed by the parties until a definitive
agreement can be realized ("Binding Terms").
Non-Binding Terms
1. BMGX will transfer an additional one million (1,000,000) share of BMGX's
stock to the members of NGXS in exchange for one hundred percent (100%) of
PGL.
2. This acquisition includes the Hot Pot project area, the Xxxxxxxx Junction
project area and all mineral prospects identified or acquired in Nevada as
part of the 2004 and 2005 field reconnaissance programs.
3. BMGX will transfer an additional two million (2,000,000) shares of
BMGX's stock to the member of NGXS in exchange for the exclusive rights to
its proprietary water chemistry database, GIS database, water sampling
protocol and vapor phase geochemistry.
4. NGXS will retain the exclusive rights to its proprietary water chemistry
database, GIS database and proprietary water sampling protocol for
world-wide application outside of Nevada.
5. NGXS shall have the right of first refusal of an prospect not acquired
(leased, staked, or otherwise), or acquired and subsequently rejected, by
BMGX. A rejected property is one that BMGX has decided no to evaluate or
advance for any reason. Prospects identified by PGL's 2004 and 2005
exploration programs shall be the sole domain of BMGX until January 1,
2008. Upon expiration, either party may acquire any of the available
prospects for their own account without any consideration to the other
party. Likewise, any future BMGX exploration for a given calendar year
shall be the exclusive domain of BMGX for the following 24 months, after
which NGXS may compete and acquire land.
6. On a quarterly or semi-annual basis, under the direction of Xxxx
Xxxxxx and/or Xxxxxxx Xxxxxx, a recommended field program, schedule and
budget for the following quarter or semi-annual period will be submitted to
the Company's management and/or Board of Directors for review and approval.
7. The Acquisition Agreement will replace the Members' Agreement and
Operating Agreement between BMGX and NGXS in its entirety and will
constitute the entire agreement between the parties.
Binding Terms
1. NGXS grants BMGX an exclusive option ("Option") to purchase PGL, the
proprietary water chemistry database, GIS database, water sampling protocol
and vapor phase geochemistry and a suspension of payment obligations until
March 31, 2006 in order for BMGX to complete certain financing activities.
2. Within five business days of signing this Letter of Intent, $150,000 (as
referenced in the first paragraph of this Letter of Intent) will be
deposited in the PGL account.
3. Upon completion of the field work for the 2005 field reconnaissance
program, Xxxx Xxxxxx and Xxx Xxxxxx will compile and present to the
Company's management and/or Board of Directors the program's results before
January 31, 2006. The compilation will include prioritized recommendations
(based on sampling results, geology, land status, etc.) for land
acquisitions and site- specific work recommendations ( to include
descriptions of the work, work sequences, itemized costs and time
requirements)from the site identified from the 2004 and 2005 field
reconnaissance efforts.
4. The parties intend to execute the formal Acquisition, replacing this
Letter of Intent, by March 31, 2006.
5. By January 31, 2006, BMGX will deliver to an escrow account 3,000,000
share of the Company's common stock for distribution to NGXS. Upon BMGX's
completion of it's financing for a minimum of eight million dollars
($8,000,000), the purchase of the Repadre assets and the signing of a
formal acquisition agreement for PGL, the BMGX shares will be distributed
to NGXS.
6. Execution of the formal Acquisition Agreement is contingent upon
completion of the Repadre transaction.
7. Should BMGX not complete its financing and/or not move forward with the
Repadre transaction and/or choose not to continue funding PGL activities,
BMGX and NGXS will immediately meet to equitably divide the assets
developed from BMGX's investment in both PGL and the members of NGXS.
8. No terms of this agreement may be modified, changed or deleted without
mutual consent by both parties.
Should you be in agreement with the terms of stated in this letter, please sing
the duplicate copies of this Letter of Intent and return on to Battle Mountain
Gold Exploration Corp.
Sincerely,
/s/ Xxxx Xxxxxx
-------------------------------------
Xxxx Xxxxxx
Chairman
Battle Mountain Gold Exploration Corp.
Agreed and accepted to the 26th day of November 2005.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
------------------------------------- ---------------------------------
Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Member Member
Nevada Gold Exploration Solutions, LLC Nevada Gold Exploration Solutions, LLC
Xxxx X. Xxxxxx
-------------------------------------
Xxxx X. Xxxxxx
Member
Nevada Gold Exploration Solutions, LLC
