PHOENIX PROPERTY OPTION AGREEMENT BETWEEN BATTLE MOUNTAIN GOLD INC. AND BATTLE MOUNTAIN GOLD (USA), INC. AND GREAT AMERICAN MINERALS, INC. Dated March 13, 2013

Exhibit 4.S

PHOENIX PROPERTY OPTION AGREEMENT

BETWEEN

BATTLE MOUNTAIN GOLD INC.

AND

BATTLE MOUNTAIN GOLD (USA), INC.

AND

GREAT AMERICAN MINERALS, INC.

Dated March 13, 2013

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TABLE OF CONTENTS

1.0	INTERPRETATION		2
	1.1	Definitions	2
	1.2	Included Words	3
	1.3	Headings	3
	1.4	References	3
	1.5	Exhibit	3
	1.6	Currency	3
	1.7	Governing Law	3
	1.8	Severability	4
2.0	REPRESENTATIONS, WARRANTIES AND COVENANTS		4
	2.1	Representations and Warranties of BMG and BMG USA	4
	2.2	Representations and Warranties of GAM	4
	2.3	Survival of Representations, Warranties and Covenants	5
3.0	PROPERTY		5
	3.1	Option to Purchase Property	5
	3.2	Consideration	5
	3.3	Transfer of Property	6
4.0	ASSUMPTION OF OBLIGATIONS AND INDEMNIFICATION		6
5.0	ESCROW		7
	5.1	Escrow Terms	7
6.0	DEFAULT		7
7.0	FORCE MAJEURE		8
	7.1	Effect of Force Majeure	8
	7.2	Notice	8
8.0	GENERAL		8
	8.1	Further Assurances	8
	8.2	Notice	9
	8.3	Successors and Assigns	9
	8.4	Entire Agreement	9
	8.5	Counterparts	10
	8.6	Amendment	10
9.0	CONSENTS		10

Exhibit “A”	Property
Exhibit “B”	Pre-Existing Rights

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PHOENIX OPTION AGREEMENT

THIS AGREEMENT made as of the 13th day of March, 2013.

BETWEEN:

BATTLE MOUNTAIN GOLD INC., a British Columbia company, having its registered office at 20^th Floor, 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

(“BMG”)

AND:

BATTLE MOUNTAIN GOLD (USA), INC., a Nevada corporation having its registered office at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000

(“BMG USA”)

AND:

GREAT AMERICAN MINERALS, INC., a Nevada corporation having an office located at 00000 X. Xxxxxx Xx. Xxxxxx, XX 00000

(“GAM”)

WHEREAS:

A. GAM owns a 40% participation interest in the Phoenix Joint Venture and a 40% right, title and interest in and to the mining claims described in Exhibit “A” hereto (such 40% interest being referred to herein as the “Property”) located in the State of Nevada in the United States of America;

B. BMG USA wishes to acquire the 40% interest of GAM in the Property;

C. BMG USA is a wholly owned subsidiary of BMG;

X. Xxxxxxx Minerals Inc., through its wholly owned subsidiary Madison Enterprises (Nevada) Inc., holds a 60% participation interest in the Phoenix Joint Venture pursuant to an Exploration, Development and Mine Operating Agreement dated March 29, 2006 (the “Joint Venture Agreement”); and

E. The Property is subject to an advanced minimum royalty payment of USD$60,000 per annum, payable to Victory Exploration Inc., which may be credited against certain production royalties.

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NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual covenants and agreements contained herein the Parties agree as follows:

1.0 INTERPRETATION

1.1 Definitions

For the purposes of this Agreement the following words and phrases will have the following meanings:

“Canadian Dollars” means the lawful currency of Canada.

“Defaulting Parties” shall have the meaning set forth in Section 6.0.

“Delayed Party” shall have the meaning set forth in Section 7.1.

“Encumbrance” means a mortgage, charge (whether royalty or otherwise), pledge, hypothec, security interest, lien, action, claim, demand or equity of any nature.

“Initial BMG Shares” shall have the meaning set forth in Section 3.2(b).

“Initial Release Date” shall have the meaning set forth in Section 5.1.1.

“IPO” means an initial public offering of shares in the capital of BMG.

“Joint Venture Agreement” shall have the meaning set forth in Recital D.

“Market Price” means the volume weighted average trading price on a Canadian stock exchange of the common shares of BMG or, in the case of an RTO, the common shares of the resulting public company, for the 20 trading days preceding the issuance of the Subsequent BMG Shares.

“Option” shall have the meaning set forth in Section 3.1.

“Parties” means, collectively, BMG, BMG USA and GAM and “Party” means any one of them.

“Phoenix Joint Venture” means that particular joint venture in respect of the Property pursuant to the Joint Venture Agreement.

“Property” means a 40% participation interest in the Phoenix Joint Venture and a 40% right, title and interest in and to the mining claims described in Exhibit “A” attached hereto.

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“RTO” means a reverse take-over, as defined in Policy 5.2 of the TSX Venture Exchange Corporate Finance Manual, or any form of business combination, including, but not limited to a plan of arrangement, amalgamation or merger, involving BMG and a public entity.

“Subsequent BMG Shares” shall have the meaning set forth in Section 3.2(d).

“to its knowledge” means to a Party’s knowledge and belief, without independent inquiry.

1.2 Included Words

This Agreement will be read with such changes in gender or number as the context requires.

1.3 Headings

The headings to the sections, paragraphs, parts or clauses of this Agreement are inserted for convenience only and will not affect the construction hereof.

1.4 References

Unless otherwise stated, a reference herein to a numbered section, paragraph, clause or schedule, refers to the section, paragraph, clause or schedule bearing that number or letter in this Agreement. A reference to “this Agreement”, “hereof”, “hereunder”, “herein”, or words of similar meaning, means this Agreement including the schedules hereto, together with any amendments thereof.

1.5 Exhibit

The following exhibits are incorporated into this Agreement by reference:

	Exhibit “A”	Property
	Exhibit “B”	Pre-Existing Rights

1.6 Currency

Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement are stated in Canadian Dollars.

1.7 Governing Law

This Agreement will be construed and governed by the laws in force in the Province of British Columbia and the courts of the Province of British Columbia will have exclusive jurisdiction to hear and determine all disputes arising hereunder. This Section 1.6 will not be construed to affect the rights of a Party to enforce a judgment or award outside of British Columbia.

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1.8 Severability

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in whole or in part, the remaining provisions will nevertheless be and remain valid and subsisting and such remaining provisions will be construed as if this Agreement had been executed without the illegal, invalid or unenforceable portion.

2.0 REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1 Representations and Warranties of BMG and BMG USA

BMG and BMG USA jointly and severally represent and warrant to GAM that:

	(a)	they are bodies corporate duly incorporated under the laws of their respective jurisdictions of incorporation;
	(b)	each of BMG and BMG USA has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement and all corporate authorizations have been obtained for the execution of this Agreement and for the performance of its obligations hereunder;
	(c)	neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; and
	(d)	the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents.

2.2 Representations and Warranties of GAM

GAM represents and warrants to BMG and BMG USA that:

	(a)	to its knowledge, the Property is presently in good standing under the laws of the State of Nevada;
	(b)	it is the beneficial owner of the Property free and clear of any Encumbrances;
	(c)	it has the right to enter into this Agreement and to dispose of the Property in accordance with the terms of this Agreement, subject to the to the rights described in Exhibit B;
	(d)	to its knowledge there is no adverse claim or challenge against or to GAM’s ownership of or title to the Property, is there any basis therefore, and GAM has not entered into any

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agreements or options to acquire or purchase the Property or any portion thereof or to place an Encumbrance thereon, save as disclosed in Exhibit B;

	(e)	it has no knowledge of any environmental problem or condition which exists on the Property as of the date of execution of this Agreement; and
	(f)	to its knowledge there are no notifications from any local, state or federal governmental agency or body that any environmental problem or condition exists on the Property which are outstanding.

2.3 Survival of Representations, Warranties and Covenants

The representations, warranties, covenants and agreements contained in this Agreement are conditions on which the Parties have relied in entering into this Agreement and will survive the execution hereof, any investigation made by a Party whether prior to or after executing this Agreement and the exercise of the Option , for a period of six (6) months, and each Party will indemnify and save the other harmless from all losses, damages, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant or agreement made by it and contained in this Agreement. A Party may waive any of such representations, warranties, covenants or agreements in whole or in part at any time without prejudice of its right in respect of any other breach of the same or any other representation, warranty, covenant or agreement. To be effective any waiver must be in writing and will be limited to the specific circumstances for which it is given.

3.0 PROPERTY

3.1 Option to Purchase Property

GAM hereby grants to BMG USA the sole and exclusive right and option (the “Option”), subject to the terms of this Agreement, to acquire the Property free and clear of all charges, encumbrances and claims save and except for those set out herein.

3.2 Consideration

GAM will sell to BMG USA the Property upon the completion of all of the following by BMG or BMG USA:

	(a)	payment of $50,000 in cash to GAM immediately upon execution of this Agreement;
	(b)	issuance of 2,000,000 common shares of BMG (the “Initial BMG Shares”) at a deemed value of $0.15 per share to GAM immediately upon execution of this Agreement, such Initial BMG Shares bearing any applicable legends and restrictions as required by applicable securities laws;

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	(c)	payment of $50,000 in cash to GAM six months after the date of this Agreement; and
	(d)	at the sole discretion and option of BMG, payment to GAM, within 12 months after the date of this Agreement, of $1,600,000 in either:

	(i)	cash; or
	(ii)	in common shares of BMG, or in the case of an RTO, common shares of the resulting public company (the “Subsequent BMG Shares”), such Subsequent BMG Shares bearing any applicable legends and restrictions as required by applicable securities laws, at a share price equal to the lesser of:

	(A)	in the case of an IPO, the IPO share price;
	(B)	the Market Price; and
	(C)	$0.40 per share.

Notwithstanding the foregoing, BMG may only issue the Subsequent BMG Shares provided that GAM receives shares of BMG or a successor entity which is a reporting issuer and listed on a recognized stock exchange; in all other events BMG and BMG USA must pay the $1,600,000 in cash.

3.3 Transfer of Property

3.3.1 Upon timely completion of the items described in Section 3.2(a) and (b) and provided that BMG and BMG USA are not in material default of any other provisions of this Agreement, the Parties agree to execute a memorandum describing BMG USA’s interest in the Property which BMG USA may file against the Property.

3.3.2 Upon timely completion of all items described in Section 3.2 of this Agreement and provided that BMG and BMG USA are not in default of any other provisions of this Agreement, GAM will deliver to BMG USA a duly executed transfer of the Property in favour of BMG USA.

4.0 ASSUMPTION OF OBLIGATIONS AND INDEMNIFICATION

From the date of this Agreement until the expiry or due exercise thereof, BMG and BMG USA will jointly and severally assume all of the obligations of GAM under the Joint Venture Agreement and agrees to perform all of the obligations of GAM thereunder and pay timely all monies due thereunder on behalf of GAM, provided that GAM shall have the right to an observer on the Management Committee and the right to reject proposed Programs and Budgets, as defined in the Joint Venture Agreement, which are not fully funded in advance by BMG or BMG USA, as the case may be. BMG and BMG USA will jointly and severally indemnify and hold harmless GAM from any costs, damages, or liabilities of

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whatsoever kind and nature during the term of this Agreement resulting from any failure of BMG or BMG USA to comply with the assumed obligations under the Joint Venture Agreement. During the currency of this Agreement, BMG and BMG USA shall provide GAM with copies of all reports and other correspondence in connection with the Joint Venture Agreement.

5.0 ESCROW

5.1 Escrow Terms

5.1.1 GAM agrees that the Initial BMG Shares issued to GAM will be subject to the following escrow release terms, provided that equivalent escrow terms are also imposed on the other shareholders subject to escrow requirements:

Percentage		Release Date
10%		Date of final acceptance by the TSX Venture Exchange (“TSX-V” or other stock exchange for listing of BMG on the TSX-V or other stock exchange (the “Initial Release Date”)
15%		6 months from the Initial Release Date
15%		12 months from the Initial Release Date
15%		18 months from the Initial Release Date
15%		24 months from the Initial Release Date
15%		30 months from the Initial Release Date
15%		36 months from the Initial Release Date

5.1.2 GAM further agrees that it will execute any pooling or escrow agreement in respect of the Initial BMG Shares that GAM is required to enter into by any regulatory authority.

6.0 DEFAULT

If BMG or BMG USA (collectively, the “Defaulting Parties”) defaults in any of their obligations hereunder, GAM may give the Defaulting Parties written notice thereof and specify the default or defaults relied on. If the Defaulting Parties have not, in the case of cash payments or share issuances, cured such default within 30 days after receipt of such notice or, in all other cases, taken reasonable commercial steps to cure such default within 30 days after receipt of such notice and continue diligently

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pursue same, this Agreement shall be terminated and GAM shall be entitled to retain all prior payments and share issuances and the Defaulting Parties shall have no further recourse against GAM.

7.0 FORCE MAJEURE

7.1 Effect of Force Majeure

If any Party (a “Delayed Party”) is at any time from the date of this Agreement until the expiry or exercise thereof prevented or delayed in complying with any provisions of this Agreement by reason of strikes, walk-outs, labour shortages, power shortages, fires, wars, terrorist acts, acts of God, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond its control, excepting the want of funds on the part of the Delayed Party, then the time limited for the performance by the Delayed Party of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay.

7.2 Notice

A Delayed Party shall give Notice to the other Parties of each event of force majeure under Section 7.1 hereof within 30 days thereof, and upon cessation of such event shall furnish the other Parties with Notice of that event together with particulars of the number of days by which the obligations of the Delayed Party hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.

8.0 GENERAL

8.1 Further Assurances

Each of the Parties hereby covenants and agrees that at any time and from time to time until the exercise or termination of the Option it will, upon the request of the other Party, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required for the better carrying out and performance of all the terms of this Agreement.

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8.2 Notice

8.2.1 Any notice required or permitted to be given or delivery required to be made to any Party may be effectively given or delivered if it is delivered personally to:

(a) In the case of BMG and BMG USA:

c/o 20^th Floor, 000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0

Attention: Xxxxx Xxxxxxx and Xxxxxxx Xxx

(b) In the case of GAM:

00000 X. Xxxxxx Xx.
Xxxxxx, XX 00000

Attention: Corporate Secretary

Or to such other address as the Party entitled to or receiving such notice may notify the other Party as provided for herein.

8.2.2 A notice will be deemed to have been received by the addressee on the first Business Day occurring after the date of delivery or transmission provided that such is a Business Day, and if not, on the second Business Day occurring after the date of delivery or transmission.

8.3 Successors and Assigns

This Agreement will be binding upon and enure to the benefit of the Parties and their respective successors and assigns. Nothing herein express or implied is intended to confer upon any person, other than the Parties and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

8.4 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior letters of intent, agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied with respect to the subject matter of this Agreement.

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8.5 Counterparts

This Agreement may be executed in any number of counterparts with the same effect as if all of the Parties had signed the same document and all counterparts will be construed together and will constitute one and the same instrument.

8.6 Amendment

No modification or amendment to this Agreement may be made unless agreed to by the Parties in writing.

9.0 CONSENTS

This Agreement is expressly subject to the receipt of the consents listed in Exhibit B.

BATTLE MOUNTAIN GOLD INC.
Per:	Signed “Xxxxx Xxxxxxx”
	Authorized Signatory
BATTLE MOUNTAIN GOLD (USA), INC.
Per:	Signed “Xxxxx Xxxxxxx”
	Authorized Signatory
GREAT AMERICAN MINERALS, INC.
Per:	Signed”
	Authorized Signatory

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This is EXHIBIT “A” to that

Sale Agreement between Battle Mountain Gold Inc., Battle Mountain Gold (USA), Inc.,

and Great American Minerals, Inc.

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X-0

 

X-000

X-0

X-000

X-0

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X-0

X-000

X-0

X-000

X-0

X-000

X-0

X-000

X-0

X-000

X-0

X-000

X-00

X-000

X-00

This is EXHIBIT “B” to that

Option Agreement between Battle Mountain Gold Inc., Battle Mountain Gold (USA), Inc.,

and Great American Minerals, Inc.

1.	The consent and waiver regarding the pre-emptive right of Madison Minerals Inc. in s. 16.3 of the Joint Venture Agreement.
2.	Notice to MF Investment Holding Company 1 (Cayman) Limited.

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