AMENDED AND RESTATED SHARE PURCHASE AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED
SHARE PURCHASE AGREEMENT

     Amended and Restated Share Purchase Agreement dated April 25, 2006 between IAMGold CORPORATION (“IAMGold”), REPADRE INTERNATIONAL CORPORATION (“Repadre” and, together with IAMGold, the “Vendors”), BATTLE MOUNTAIN GOLD EXPLORATION CORP. (“BMGX”) and 1212500 ALBERTA LTD. (“AlbertaCo” and, together with BMGX, the “Purchasers”).

RECITALS

(a)	1210078 Alberta Ltd. (“Newco Canada”), a corporation incorporated and existing under the laws of the Province of Alberta, is the legal and beneficial owner of all right, title and interest in and to the Royalty Agreements listed under the heading “Newco Canada” on Schedule “A” attached hereto;
(b)	BMGX (Barbados) Corporation (“Newco Barbados”), a corporation incorporated and existing under the laws of Barbados, is the legal and beneficial owner of all right, title and interest in and to the Royalty Agreements listed under the heading “Newco Barbados” on Schedule “A” attached hereto;
(c)	IAMGold and BMGX entered into a Share Purchase Agreement dated November 28, 2005 (the “Original Share Purchase Agreement”) pursuant to which IAMGold agreed to sell to BMGX, and BMGX agreed to purchase, all of the issued and outstanding shares of Newco Canada and Newco Barbados;
(d)	IAMGold has transferred to Repadre all of the outstanding shares of Newco Barbados;
(e)	As of the date hereof, IAMGold is the registered and beneficial owner of all of the issued and outstanding shares of Newco Canada and Repadre is the registered and beneficial owner of all of the issued and outstanding shares of Newco Barbados;
(f)	IAMGold has agreed to transfer to AlbertaCo, and AlbertaCo has agreed to purchase, all of the issued and outstanding shares of Newco Canada;

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(g)	Repadre has agreed to transfer to BMGX, and BMGX has agreed to purchase, all of the issued and outstanding shares of Newco Barbados; and
(h)	As a result of the foregoing events, the parties hereto wish to amend, and for ease of reference, to restate, the Original Share Purchase Agreement, all as set forth herein.

     NOW THEREFORE in consideration of the foregoing and the mutual agreements contained in this Agreement (the receipt and adequacy of which are acknowledged), the parties agree as follows.

Section 1

Defined Terms.

As used in this Agreement, the following terms have the following meanings:

(a)	“Agreement” means this amended and restated share purchase agreement and all schedules attached to it and the expression “Section” followed by a number means and refers to the specified Section of this Agreement.
(b)	“Authorization” means, with respect to any Person, any order, permit, approval, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.
(c)	“Average Trading Price” means: (i) if the transactions contemplated by this Agreement are announced on a trading day prior to the opening of, or during, trading on such day, the weighted average trading price of the Common Shares for the two trading days prior to the date of such announcement, the trading day of the date of such announcement and the two trading days following the date of such announcement, or (ii) if the transactions contemplated by this Agreement are announced after the close of trading on such day, the weighted average trading price of the Common Shares for the two trading days prior to the date of such announcement and the three trading days following the date of such announcement, on the Over the Counter Bulletin Board and on such other stock exchange on which the Company is listed, as reported by the Wall Street Journal and the National Quotation Bureau pink sheets.
(d)	“Barbados Shares” means all of the issued and outstanding shares of Newco Barbados.
(e)	“Canada Shares” means all of the issued and outstanding shares of Newco Canada.

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(f)	“Cash Consideration” has the meaning specified in Section 3(b)(i).
(g)	“Closing Date” has the meaning specified in Section 7.
(h)	“Common Shares” means the shares without nominal or par value of BMGX designated as “common shares”.
(i)	“Debenture” means the 6% exchangeable secured subordinated debenture in the principal amount of US$2,000,000 issued by AlbertaCo, and guaranteed by BMGX, in the form attached hereto as Schedule “B”, pursuant to which the holder thereof shall be entitled to exchange all or any portion of the principal amount thereof and all or any portion of the accrued interest thereon, for Debenture Shares at an exchange price of $0.50 per Debenture Share.
(j)	“Debenture Shares” means the Common Shares issuable to the holder of the Debenture upon the exchange thereof in accordance with the terms thereof.
(k)	“Governmental Entity” means any (i) international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, (iii) any quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and (iv) any stock exchange.
(l)	“Guarantee” means the guarantee and support agreement dated the date hereof, executed by BMGX in favour of IAMGold in respect of the obligations of AlbertaCo pursuant to the Debenture.
(m)	“Guarantee Security” means the general security agreement dated the date hereof, executed by BMGX in favour of IAMGold in respect of the obligations of BMGX pursuant to the Guarantee.
(n)	“Laws” means any and all applicable laws including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, and general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which the word is used.

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(o)	“Lien” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition that, in substance, secures payment or performance of an obligation.
(p)	“Person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability corporation, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.
(q)	“Purchased Shares” has the meaning specified in Section 2.
(r)	“Registration Rights Agreement” means the registration rights agreement with respect to the preparation and filing by BMGX of one or more resale registration statements pursuant to United States securities laws with respect to the registration of the Common Shares and the Debenture Shares, in the form attached hereto as Schedule “C”.
(s)	“Required Value” means:
	(i)	in respect of Section 3(a)(iii), the number of Common Shares equal to a quotient, where (A) the numerator is equal to 5,806,000 multiplied by $0.50 and (B) the denominator is equal to the Average Trading Price;
	(ii)	in respect of Section 3(b)(ii), the number of Common Shares equal to a quotient, where (A) the numerator is equal to 6,194,000 multiplied by $0.50 and (B) the denominator is equal to the Average Trading Price.
(t)	“Royalty Agreements” means the royalty agreements described on Schedule “A” attached hereto.
(u)	“Share Consideration” has the meaning specified in Section 3(b)(ii).
(v)	“Transaction Documents” means this Agreement, the Debenture, the Registration Rights Agreement, the Guarantee, the Guarantee Security and all other documents and instruments stipulated by the preceding documents to be executed in connection with the transactions contemplated herein or therein.

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Section 2  Purchase and Sale.

     Subject to the terms and conditions of this Agreement, on the Closing Date (i) IAMGold agrees to sell, assign and transfer to AlbertaCo and AlbertaCo agrees to purchase from IAMGold, the Canada Shares and (ii) Repadre agrees to sell, assign and transfer to BMGX, and BMGX agrees to purchase from Repadre, the Barbados Shares (together with the Canada Shares, the “Purchased Shares”).

Section 3 Purchase Price.

     The purchase price payable by the Purchasers for the Purchased Shares shall be an aggregate of US$21,850,000, which shall be satisfied as follows:

(a) for the Canada Shares, by the delivery to IAMGold of:

(i)	the Debenture, duly executed by AlbertaCo;
(ii)	a certified cheque or bank draft or wire transfer in the amount of US$9,947,000; and
(iii)	a share certificate registered in the name of IAMGold (or as IAMGold otherwise directs), representing that number of Common Shares that is equal to the greater of (A) 5,806,000; and (B) the Required Value; and
	(b) for the Barbados Shares, by the delivery to Repadre of:
(i)	a certified cheque or bank draft or wire transfer in the amount of US$3,903,000 (collectively, with the amount set forth in Section 3(a)(ii) above, the “Cash Consideration”); and
(ii)	a share certificate, registered in the name of Repadre (or as Repadre otherwise directs), representing that number of Common Shares of BMGX that is equal to the greater of (A) 6,194,000, and the Required Value (collectively with the Common Shares set forth in Section 3(a)(iii) above, the “Share Consideration”).

Section 4 Vendor's Representations and Warranties.

     At the date of this Agreement and at the Closing Date, each of the Vendors jointly and severally represents and warrants as follows to the Purchasers and acknowledges and confirms that the Purchasers are relying upon such representations and warranties in connection with the purchase by the Purchasers of the Purchased Shares:

(a)      Incorporation and Qualification. IAMGold is a corporation existing under the federal laws of Canada and has the corporate power to enter into and perform its obligations under the Transaction Documents to which it is a party. Repadre is a corporation incorporated and existing

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under the laws of Barbados and has the corporate power to enter into and perform its obligations under the Transaction Documents to which it is a party.

(b)	Corporate Authority. The execution and delivery of and performance by each of the Vendors of the Transaction Documents to which it is a party have been authorized by all necessary corporate action on the part of each of the Vendors. The transfer of the Canada Shares to AlbertaCo has been authorized by all necessary corporate action of Newco Canada and IAMGold, and the transfer of the Barbados Shares to BMGX has been authorized by all necessary corporate action of Newco Barbados and Repadre.
(c)	No Violation or Breach. The execution and delivery of and performance by the Vendors of the Transaction Documents:
	(i)	will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or violation of or a conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of the constating documents or by-laws of either Vendor, Newco Canada or Newco Barbados;
	(ii)	will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or violation of or a conflict with, or allow any other Person to exercise any rights under, any contracts or instruments to which either Vendor, Newco Canada or Newco Barbados is a party or pursuant to which any of the assets or property of either Vendor, Newco Canada or Newco Barbados may be affected;
	(iii)	will not result in a breach of, or cause the termination or revocation of, any authorization held by either Vendor, Newco Canada or Newco Barbados or necessary to the ownership of the Purchased Shares; and
	(iv)	will not result in the violation of any Law.
(d)	Authorizations and Consents. There is no requirement on the part of either Vendor, Newco Canada or Newco Barbados to make any filing with or give any notice to any Governmental Entity, or obtain any Authorization, in connection with the completion of the transactions contemplated by the Transaction Documents, except for filings and notifications required by applicable securities Laws. All necessary

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consents, approvals and authorizations of any Person required under any contracts or instruments to which either Vendor, Newco Canada or Newco Barbados is a party or pursuant to which any of the assets or property of either Vendor, Newco Canada or Newco Barbados may be affected in connection with the completion of the transactions contemplated by the Transaction Documents have been obtained or will be obtained on or prior to the Closing Date.

(e)	Execution and Binding Obligation. At or prior to the time of Closing on the Closing Date, each of the Transaction Documents to which either Vendor is a party will be duly executed and delivered by the applicable Vendor and will constitute a legal, valid and binding agreement of such Vendor, enforceable against it in accordance with its terms, subject only to any limitation under applicable laws relating to bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors' rights, and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(f)	Authorized and Issued Capital. The Canada Shares constitute all of the issued and outstanding shares of Newco Canada and the Barbados Shares constitute all of the issued and outstanding shares of Newco Barbados. All of the Purchased Shares have been issued in compliance with all applicable Laws including, without limitation, applicable securities Laws.
(g)	No Other Agreements to Purchase. Except for the Purchasers’ rights under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from either Vendor of any of the Purchased Shares, or (ii) the purchase, subscription, allotment or issuance of any of the unissued shares or other securities of either Newco Canada or Newco Barbados.
(h)	Title to Purchased Shares. The Canada Shares are owned by IAMGold, as the registered and beneficial owner, with good title, free and clear of all Liens other than those restrictions on transfer, if any, contained in the articles of incorporation of Newco Canada. The Barbados Shares are owned by Repadre as the registered and beneficial owner, with good title, free and clear of all Liens other than those restrictions on transfer, if any, contained in the incorporating documents of Newco Barbados.

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(i)	No Action. Neither Vendor is aware of any action, suit or proceeding, at law or at equity, for or by any court or any federal, provincial, municipal or other governmental department, commission, board, agency or instrumentality which would prevent or materially adversely affect the transactions contemplated by the Transaction Documents.
(j)	Residence. IAMGold is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).
(k)	Royalty Agreements. At the time of closing on the Closing Date, the principal assets of Newco Canada will consist of the Royalty Agreements listed on Schedule “A” attached hereto under the heading “Newco Canada” and the principal assets of Newco Barbados will consist of the Royalty Agreements listed on Schedule “A” attached hereto under the heading “Newco Barbados”. To the knowledge of the Vendors, each of the Vendors, Newco Canada and Newco Barbados has performed all of the obligations required to be performed by each of them under the Royalty Agreements, and Newco Canada or Newco Barbados, as applicable, is entitled to the benefits and rights of the royalty holder pursuant to each Royalty Agreement that has been assigned to Newco Canada or Newco Barbados, as applicable. To the knowledge of the Vendors, each of the Royalty Agreements is in full force and effect and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default under any Royalty Agreement.
(l)	Liabilities. Except with respect to the liabilities assumed by Newco Canada and Newco Barbados pursuant to the Royalty Agreements as a result of the transfer thereof to Newco Canada or Newco Barbados, as applicable, no liabilities or obligations were created in Newco Canada or Newco Barbados as a result of either establishing Newco Canada or Newco Barbados or transferring the Royalty Agreements into Newco Canada or Newco Barbados, as applicable (other than liabilities arising in connection with future tax payable by Newco Canada or Newco Barbados, as applicable, in respect of future payments received pursuant to the Royalty Agreements), and there are no other material liabilities in Newco Canada or Newco Barbados as of the date hereof.

Section 5 Purchasers Representations and Warranties.

     At the date of this Agreement and at the Closing Date, each of the Purchasers jointly and severally represents and warrants to each of the Vendors and

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acknowledges and confirms that the Vendors are relying on such representations and warranties in connection with the sale by the Vendors to the Purchasers of the Purchased Shares:

(a)	Incorporation and Qualification. BMGX is a corporation incorporated and existing under the laws of the state of Nevada. AlbertaCo is a corporation incorporated and existing under the laws of Alberta. Each of the Purchasers has the corporate power to enter into and perform its obligations under the Transaction Documents to which it is a party, and without limiting the foregoing, BMGX has the corporate power to issue the Share Consideration and to issue the Debenture Shares upon the exchange, if any, of the Debenture for such Debenture Shares.
(b)	Corporate Authority. The execution and delivery of, and performance by each Purchaser of its obligations under each of the Transaction Documents to which it is a party (including, without limitation, the issuance by BMGX of the Common Shares and the allotment, reservation and, if applicable, issuance of the Debenture Shares) have been authorized by all necessary corporate action on the part of each of the Purchasers.
(c)	No Violation or Breach. The execution and delivery of and performance by each Purchaser of its obligations under the Transaction Documents to which it is a party (including, without limitation, the issuance by BMGX of the Common Shares and the allotment, reservation and, if applicable, issuance of the Debenture Shares):
	(i)	will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in
		a	breach or violation of or a conflict with, or allow any other
		Person to exercise any rights under, any of the terms or provisions of either Purchaser’s constating documents or by- laws;
	(ii)	will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in
		a	breach or violation of or a conflict with, or allow any other
		Person to exercise any rights under any contracts or instruments to which either Purchaser is a party; and
	(iii)	will not result in the violation of any Law.
(d)	Execution and Binding Obligation. At or prior to the time of Closing on the Closing Date, each of the Transaction Documents to which a

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Purchaser is a party will have been duly executed and delivered by the applicable Purchaser and will constitute a legal, valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject only to any limitation under applicable Laws relating to bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors' rights, and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(e)	Actions, Proceedings. There is no action, proceeding or investigation pending or threatened against or affecting either Purchaser at law or in equity or before any international, federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could in any way reasonably be expected to materially adversely affect either Purchaser or the condition of either Purchaser or which questions the validity of the purchase of the Purchased Shares by the Purchasers or the issuance of the Share Consideration, the Debenture or the Debenture Shares, if issued, or any action taken or to be taken by either Purchaser in connection with the Transaction Documents.
(f)	Authorizations and Consents. All necessary consents, approvals, authorizations, filings and notifications of, from, with or to any Person required under any contracts or instruments to which either Purchaser is a party or required under applicable Laws and there is no requirement on the part of either Purchaser to make any filing with or give any notice to any Governmental Entity, or to obtain any Authorization, in connection with the completion of the transactions contemplated by the Transaction Documents, except for filings and notifications required by applicable securities Laws, all of which have been made.
(g)	Authorized and Issued Capital. The authorized capital of BMGX consists of 200,000,000 shares of common stock, $.001 par value per share, and 10,000,000 shares of preferred stock, $.001 par value per share, of which, (i) at this date, 42,530,000 Common Shares, and no preferred shares, have been issued and are outstanding as fully paid and non-assessable, and (ii) at the Closing Date not more than 85,000,000 Common Shares and no preferred shares, will be issued and outstanding as fully paid and non-assessable. As of the date hereof and on the Closing Date, all of the issued and outstanding shares of AlbertaCo will be legally and beneficially owned by BMGX.

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(h)	Common Shares. Upon issuance, the Share Consideration will be duly authorized and validly issued as fully paid and non-assessable Common Shares, and, at the time of closing on the closing Date, each of the Vendors will acquire good and valid title to that portion of the Share Consideration to which it is entitled pursuant to Section 3 free and clear of any Liens. There are no outstanding contractual obligations of BMGX restricting the transfer or requiring the registration or sale of any Common Shares, or granting any pre- emptive or anti-dilutive right or any other rights, subscriptions, calls, commitments, warrants, options or other agreements that give any Person the right to purchase, subscribe for, or otherwise receive or be issued any Common Shares or any security convertible into or exchangeable for any Common Shares.
(i)	Debenture Shares. On the Closing Date, 4,000,000 Debenture Shares will be allotted and reserved for issuance, upon the exchange, if any, of the Debenture for all or part of such Debenture Shares. Upon issuance, the Debenture Shares will be duly authorized and validly issued as fully paid and non-assessable Common Shares of BMGX, and the holder of the Debenture will acquire good and valid title to such Debenture Shares, free and clear of any liens.
(j)	Investment Canada Act. AlbertaCo is not a non-Canadian within the meaning of the Investment Canada Act (Canada).
(k)	Securities Laws. The Purchasers are acquiring the Canada Shares or Barbados Shares, as the case may be, as principals and not as agents, and are acquiring such Canada Shares or Barbados Shares, as the case may be, for investment purposes only and not with a view to resale or distribution. AlbertaCo is not a non-resident person (as defined in Section 116 of the Income Tax Act (Canada)) and confirms that the purchase of the Purchased Shares is exempt from the registration and prospectus requirements of applicable securities Laws in Canada.
	BMGX further confirms that it is an “accredited investor” (as such term is defined in Rule 501(a) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) and that the Barbados Shares will be held by BMGX solely for its own account for investment purposes only, and not with a view to or for any resale, subdivision or distribution of any part thereof into the United States or to a U.S. person (as such terms are defined in Regulation S under the U.S. Securities Act) and has no plans to enter into and has not entered into any contract, undertaking or agreement to do anything inconsistent with the foregoing.

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Section 6  Conditions of Closing.

(w)	Conditions for the Benefit of the Purchasers. The purchase by the Purchasers of the Purchased Shares is subject to the following conditions to be fulfilled or performed on or before the Closing Date, which conditions are for the exclusive benefit of the Purchasers and may be waived, in whole or in part, by the Purchasers in their sole discretion:
	(i)	the covenants, representations and warranties of the Vendors contained in the Transaction Documents shall be true as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of such date;
	(ii)	the Vendors shall have delivered to the Purchasers certified copies of (i) all resolutions of the directors of each Vendor approving the execution, delivery and performance by such Vendor of its obligations under the Transaction Documents to which it is a party, and (ii) a resolution of the directors of Newco Canada approving the transfer of the Canada Shares to AlbertaCo;
	(iii)	all of the share certificates representing the Purchased Shares shall be delivered to the Purchasers, duly endorsed for transfer to the applicable Purchaser or accompanied by an irrevocable share transfer power of attorney duly executed in blank by the applicable Vendor;
	(iv)	as at the Closing Date, no event or condition shall have occurred, or shall exist, that individually or in the aggregate is or would reasonably be expected to be material and adverse to the condition (financial or otherwise), properties, assets, liabilities, obligations, business, operations or prospects of either Newco Canada or Newco Barbados; and
	(v)	each of the Vendors shall have duly executed and delivered to the Purchasers each of the Transaction Documents to which to which it is a party.
	All obligations of the Vendors, or either of them, under this Agreement shall be joint and several obligations of the Vendors.
(x)	Conditions for the Benefit of the Vendors. The sale by the Vendors of the Purchased Shares is subject to the following conditions to be

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fulfilled or performed on or before the Closing Date, which conditions are for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Vendors in their sole discretion:

(i)	the covenants, representations and warranties of the Purchasers contained in the Transaction Documents shall be true as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of such date;
(ii)	each Purchaser shall deliver to the Vendor a certified copy of a resolution of the directors of such Purchaser approving, among other things, the execution, delivery and performance by such Purchaser of its obligations under the Transaction Documents to which it is a party and, in the case of BMGX, authorizing the issuance of the Common Shares to the Vendors, allotting and reserving for issuance 4,000,000 Debenture Shares and approving the issuance of the Debenture Shares upon the exchange of the Debenture in accordance with the terms thereof;
(iii)	the Purchasers shall deliver the share certificates representing the Share Consideration, with such Common Shares registered in the names of the Vendors in accordance with Section 3, or as the Vendors may otherwise direct;
(iv)	as at the Closing Date, no event or condition shall have occurred, or shall exist, that individually or in the aggregate is or would reasonably be expected to be material and adverse to the condition (financial or otherwise), properties, assets, liabilities, obligations, business, operations or prospects of the Purchasers; and
(v)	each of the Purchasers shall have duly executed and delivered to the Vendors each of the Transaction Documents to which it is a party.

All obligations of the Purchasers, or either of them, under this Agreement shall be joint and several obligations of the Purchasers.

Section 7 Closing.

     The completion of the transaction of purchase and sale contemplated by this Agreement shall take place at the offices of Stikeman Xxxxxxx XXX, Xxxxx 0000, Xxxx Xxxxx, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, B.C., at 9:30 a.m. (Vancouver time) on the date

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hereof or at such other place, on such other date and such other time as may be agreed upon in writing by the parties (the “Closing Date”).

Section 8 Deliveries.

     Subject to the satisfaction or waiver by the relevant party of the conditions of closing, on the Closing Date, the Vendors shall deliver actual possession of the Purchased Shares to the Purchasers and upon such delivery, the Purchasers shall pay the Cash Consideration and deliver the Share Consideration and the Debenture to the Vendors, all in accordance with Section 3.

Section 9 Survival of Covenants, Representations and Warranties.

(a)

The covenants, representations and warranties of the Vendors contained in this Agreement and in any certificates or documents delivered pursuant to or in connection with the transactions contemplated by this Agreement shall survive the closing of the purchase and sale of the Purchased Shares and, notwithstanding such closing, and regardless of any investigation by or on behalf of the Purchasers, shall continue in full force and effect for the benefit of the Purchasers without limitation of time, subject only to applicable limitation periods imposed by Law.

(b)

The covenants, representations and warranties of the Purchasers contained in this Agreement and in any certificates or documents delivered pursuant to or in connection with the transactions contemplated by this Agreement shall survive the closing of the purchase and sale of the Purchased Shares and, notwithstanding such closing, and regardless of any investigation by or on behalf of the Vendors, shall continue in full force and effect for the benefit of the Vendors without limitation of time, subject only to applicable limitation periods imposed by Law.

Section 10 Time of the Essence.

Time shall be of the essence of this Agreement.

Section 11  Enurement.

     This Agreement shall become effective when executed by the Vendors and the Purchasers and after that time shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns. Neither this Agreement nor any of the rights or obligations under this Agreement shall be assignable or transferable by any party hereto without the consent of the other parties hereto.

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Section 12  Entire Agreement.

     The Transaction Documents constitute the entire agreement between the parties hereto with respect to the transactions contemplated herein and therein and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the subject matter hereof and thereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of the Transaction Documents, except as specifically set forth herein and therein. The parties are not, and will not, relying upon any other information, discussion or understanding in entering into and completing the transactions contemplated by the Transaction Documents.

Section 13 Waiver.

(a)	No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall any such waiver be binding unless executed in writing by the party to be bound by the waiver.
(b)	No failure on the part of any Vendor or Purchaser to exercise, and no delay in exercising any right under this Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right.

Section 14  Further Assurances.

     Each of the parties hereto covenants and agrees to do such things, to attend such meetings and to execute such further documents and assurances as may be deemed necessary or advisable from time to time in order to carry out the terms and conditions of this Agreement in accordance with their true intent.

Section 15  Severability.

     If any provision of this Agreement shall be determined to be illegal, invalid or unenforceable by any court of competent jurisdiction from which no appeal exists or is taken, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

Section 16 Governing Law.

     This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

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Section 17 Public Announcements.

     Prior to the Closing Date no party hereto shall make, or cause to be made, any press release or public announcement in respect of this Agreement, or the transactions contemplated hereby, or otherwise communicate with any news media without prior approval of the other parties hereto, unless such disclosure is required by Law (in which event the party obliged to make such disclosure shall consult with the other party prior to making such disclosure). The parties hereto shall cooperate, using commercially reasonable efforts, as to the timing and contents of any such announcement, including any such announcement required by Law. Notwithstanding the foregoing, the parties hereto shall agree, on or prior to the Closing Date, as to the timing and contents of any press release concerning the consummation of the transactions contemplated hereby.

Section 18 Notices, etc.

     Any notice, direction or other communication to be given under this Agreement shall, except as otherwise permitted, be in writing and given by delivering it or sending it by facsimile or other similar form of recorded communication addressed:

(i)      to Battle Mountain Gold Exploration Corp.
at: Xxx Xxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxx 0
Xxxx, Xxxxxx 00000

Attention:	President
Facsimile:	(000) 000 0000

(ii)         to 1212500 Alberta Ltd.
at: #0000, 000 Xxxxxxxxx Xx.
Xxxxxxxxx, X.X. X0X 0X0

	Attention  President  Facsimile:  (000) 000-0000
(iii)			to Repadre International Corporation at:
	Xxxxxxxx Xxxxx
	Xxxx Xxxxxx
	Xxxxxxxxxx
	Xxxxxxxx W.I.
	Attention:  Xxxxxx Xxxxxxx  Facsimile:  0 (000) 000-0000

- 17 -

(iv)	to IAMGold Corporation at:
	000 Xxx Xxxxxx 0xx Xxxxx Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0

Attention:	Xxxxx Xxxx
Facsimile:	(000) 000-0000

Section 19  Counterparts.

     This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts, taken together, shall be deemed to constitute one and the same instrument.

Section 20 No Novation.

     This Agreement is an amendment and restatement, and not a novation, of the Original Share Purchase Agreement. The Original Share Purchase Agreement has been restated as provided herein solely for the purposes of reflecting the amendments thereto, and all references to the Original Share Purchase Agreement in any other document shall, as of the Closing Date, be deemed to be referenced to this Agreement without further amendment thereto.

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY

     IN WITNESS WHEREOF the parties hereto have each executed this Amended and Restated Share Purchase Agreement.

IAMGOLD CORPORATION

By:

Name: Title:

REPADRE INTERNATIONAL CORPORATION

By:

Name: Title:

1212500 ALBERTA LTD.

By:

Name: Title:

BATTLE MOUNTAIN GOLD EXPLORATION CORP.

By:

Name: Title:

SCHEDULE “A”

PRINCIPAL ASSETS OF NEWCO CANADA AND NEWCO BARBADOS

Royalty Agreements held by Newco Canada

Mine	Royalty Agreement	Amending Agreement(s)	Owner
Xxxxxxxx Mine,	Agreement between Corona		Teck Cominco (50%)
Ontario (Trust	Corporation and Teck
Units to be	Corporation (collectively, the		Xxxxxxx Gold
transferred)	“Payor”) and Central Guaranty		Corporation (50%)
	Trust Company and Xxxxxx
	Xxxxx, Xxxxxxxx Xxxx, Xxxx
	Xxxxxxxx, Xxxxx Xxxx, Xxxx
	Lenczer and Xxx Xxxxxx, dated
	November 10, 1989
	Assignment and Transfer
	Agreement between 3284794
	Canada Inc., Xxxxxx Xxxxx and
	Repadre Capital Corporation
	dated October 31, 1996
Xxx Xxxx Mine,	Net Smelter Return Royalty		Xxxxxxxx Resources
Quebec	Agreement between Xxxxxx
	Resources Inc. and Repadre
	Capital Corporation, dated April
	23, 0000
Xx Xxxxx Xxxx,	Net Smelter Return Royalty	Letter Agreement between	Glencairn Gold
Nicaragua	Agreement between Triton	Repadre Capital Corporation,	Corporation
	Minera S.A. and Repadre Capital	Triton Mining Corporation,
	Corporation, dated May 10, 1994	Black Hawk Mining Inc., and
		Minera Triton Argentina S.A.
	The Net Profit Interest Royalty	dated November 16, 1998
	between Triton Minera S.A. and
	Repadre Capital Corporation,	Amending Agreement between
	dated May 10, 1994	Black Hawk Mining Inc., Triton
		Mining Corporation, Minera
		Triton Argentina S.A., Triton
		Minera S.A. and Repadre
		Capital Corporation dated
		November 30, 1998
		Letter Agreement between
		Black Hawk Mining Inc., Triton
		Mining Corporation, Minera
		Triton Argentina S.A., Triton
		Minera S.A. and Repadre
		Capital Corporation dated May
		2, 2000

Error! Unknown document property name.

		- 2 -
Lluvio de Oro	Net Smelter Return Royalty		Pecamin S.A.
Mine, Mexico	Agreement between North
	American Metals Corp. and
	Repadre Capital Corporation
	dated July 2, 1993
	Net Smelter Return Royalty
	Agreement between Compania
	Minera Lluvia de Oro S.A. de
	C.V. and Repadre Capital
	Corporation and dated September
	9, 1996
Night Hawk	Net Smelter Return Royalty		Cross Lake Minerals
Lake Property,	Agreement between Cross Lake		Ltd., East West
Ontario	Minerals Ltd., East West Resource		Resource Corporation
	Corporation, Canadian Golden		and Canadian Golden
	Dragon Resources Ltd. and		Dragon Resources Ltd.
	Repadre Capital Corporation
	dated July 31, 2001
Seguenega	Net Smelter Return Royalty	Letter Agreement between	Orezone Resources
Property,	Agreement, Schedule 1 to the	Orezone Resources Inc. and	Inc.
Burkina Faso	Letter Agreement between	Repadre Capital Corporation
	Orezone Resources Inc. and	dated January 25, 2002
	Repadre Capital Corporation
	dated October 23, 2001
Royalty Agreements held by Newco Barbados
Mine	Royalty Agreement	Amending Agreement(s)	Owner
Don Mario	Royalty Agreement between	Amendment of Royalty	Orvana Minerals
Mine, Bolivia	Empresa Minera Paititi S.A.,	Agreement between Empresa	Corp.
	Compania Minera Las Tojas S.A.,	Minera Paititi S.A., Compania
	Compania Minera Las Palmas	Minera Las Tojas S.A.,
	S.A., Imperial Mining S.A.,	Compania Minera Las Palmas
	Xxxxxx Xxxxxx, Xxxxxxx Xxxxx,	S.A., Imperial Mining S.A. and
	Xxxxx Xxxxxxxxxx, Xxx Xxxx,	Repadre International
	Mineral Resources Consultants	Corporation dated October 19,
	International S.A., Oitec	1999
	International Inc., Belle Heaven
	Holdings S.A., Chiquitos	Letter Agreement between
	Internacional, S.A. and Edsal	Repadre International
	Finance, Inc. dated February 2,	Corporation and Orvana
	1996	Minerals Corp. dated
		September 27, 1999
	Assignment Agreement between
	Xxxxxx Xxxxxx, Xxxxxxx Xxxxx,
	Xxxxx Xxxxxxxxxx, Xxx Xxxx,
	Mineral Resources Consultants

Error! Unknown document property name.

		- 3 -
	International S.A., Oitec
	International Inc., Belle Heaven
	Holdings S.A., Chiquitos
	Internacional, S.A. and Edsal
	Finance and Repadre
	International Corporation dated
	March, 1996
Lluvio de Oro	Net Smelter Return Royalty	Amendment Agreement	Pecamin S.A.
Mine, Mexico	Agreement between Compania	between Great Lakes Minerals
	Minera Lluvia de Oro S.A. de C.V.	Inc. [now Santa Xxxx Gold
	and Repadre International	Inc.], Lluvia de Oro, Inc.,
	Corporation dated September 9,	Compania Minera Lluvia de
	1996	Oro, S.A. de C.V., Newmex
		Mining Company Ltd., Repadre
	Option Agreement between Great	International Corporation, and
	Lakes Minerals Inc., Compania	Repadre Capital Corporation
	Minera Lluvia de Oro S.A. de C.V.	dated January 31, 1997
	and Repadre International
	Corporation dated September 9,
	1996
	Letter Agreement between
	Repadre International
	Corporation and Santa Xxxx Gold
	Inc. dated March 18, 1997
	Net Smelter Return Royalty
	Agreement between Compania
	Minera Pangea, S.A. de C.V. and
	Repadre International
	Corporation dated June 2, 1997
Xxxxxxx	Letter Agreement between		Minefinders
Deposit,	Repadre International		Corporation Ltd.
Mexico	Corporation and Xxxxxxx X.X.
	Xxxxxxx and Xxxx X. Xxxxxxx
	dated January 14, 1998
	Letter Agreement between
	Minefinders Corporation Ltd.,
	Xxxxxxx X.X. Xxxxxxx and Xxxx X.
	Xxxxxxx dated January 27, 1993
Marmato	Royalty Contract between	Amendment Agreement	Triple-S Corporation
Property,	Sociedad Minera Mistrato, S.A.,	between Bolivar Goldfields	A.V.V. (by
Columbia	Gran Colombia Resources Inc.	Ltd., Sociedad Minera Mistrato,	assignment) and Gran
	and affiliated company, and	S.A. and Repadre International	Colombia Resources
	Monrovia A.V.V. dated August	Corporation dated July 25, 2000	Inc.
	23, 1996
	Assignment Agreement between

Error! Unknown document property name.

- 4 -

Monrovia A.V.V. and Repadre
International Corporation dated
October, 1996

Assignment Agreement between
GCR Gran Colombia Resources

A.	V.V. and Bolivar Goldfields
A.	V.V. dated June 1, 1999

	Assignment Agreement between
	Bolivar Goldfields Ltd. and
	Triple-S Corporation A.V.V. dated
	July 25, 2000
Relief Canyon	Letter Agreement between	Addendum to Letter	Newgold Inc.
Mine, Nevada	Newgold, Inc. and Repadre	Agreement dated October 30,
	International Corporation dated	1995 between Newgold, Inc.
	October 30, 1995	and Repadre International
		Corporation dated October 31,
	Net Smelter Return Royalty	1995
	Agreement between Newgold,
	Inc. and Repadre International
	Corporation dated October 3,
	1996
	Net Smelter Return Royalty
	Agreement between Newgold,
	Inc. and Repadre International
	Corporation dated June, 0000
Xxxxxxx xxx Xxx	Xxxxxxx Agreement between		Rio Narcea Gold
Mine,	Centroamerica de		Mines Ltd.
Honduras	Reprecentationes S. de X.X. de
	C.V., Oceanic Bank and Trust Ltd.
	and Xxxxxxx Minerals Inc. dated
	September 13, 1994
	Assignment Agreement between
	Oceanic Bank and Trust Limited
	and Repadre International
	Corporation dated February 6,
	1998

Error! Unknown document property name.

SCHEDULE “B”

DEBENTURE

SCHEDULE “C”

REGISTRATION RIGHTS AGREEMENT