March 10, 2014 DELIVERED VIA EMAIL – delliott@haywood.com Battle Mountain Gold Inc. Battle Mountain Gold (USA) Inc. 20th floor – 250 Howe Street Vancouver, BC Canada V6C 3R8 Attention – David Elliott, Director SECOND LETTER OF AMENDMENT Dear David,Option Agreement • March 31st, 2015 • Battle Mountain Gold Inc. • Metal mining
Reference is made to the option agreement by and among Battle Mountain Gold Inc. (“BMG”), Battle Mountain Gold (USA) Inc. (“BMG USA”) and Nevada Royalty Corp (“NRC”, formerly Great American Minerals Inc.) dated March 13, 2013 (the “Option Agreement”) and the first amendment letter dated October 23, 1013 by and between the same parties (the “First Amendment”). This Second Letter of Amendment will confirm our agreement to further amend Section 3.2(d) of the Option Agreement from reading “18 months” as provided for in the First Amendment to now reading “30 months”. For further clarity the date referenced in Section 3.2(d) is now October 13, 2015. In consideration of this Second Amendment and further extension of the due date, it is mutually agreed that the due date in Section 3.2(d) will be accelerated to that date which occurs 10 days following the closing of any financing or financings that result in BMG or BMG USA having raised an aggregate total of more than $10 million dollars. For f
PHOENIX PROPERTY OPTION AGREEMENT BETWEEN BATTLE MOUNTAIN GOLD INC. AND BATTLE MOUNTAIN GOLD (USA), INC. AND GREAT AMERICAN MINERALS, INC. Dated March 13, 2013Phoenix Property Option Agreement • March 31st, 2015 • Battle Mountain Gold Inc. • Metal mining • British Columbia
BATTLE MOUNTAIN GOLD INC., a British Columbia company, having its registered office at 20th Floor, 250 Howe Street, Vancouver, British Columbia V6C 3R8
THIRD LETTER OF AMENDMENTOption Agreement • March 31st, 2015 • Battle Mountain Gold Inc. • Metal mining
Reference is made to the option agreement by and among Battle Mountain Gold Inc. (“BMG”), Battle Mountain Gold (USA) Inc. (“BMG USA”) and Nevada Royalty Corp. (“NRC”, formerly Great American Minerals Inc.) dated March 13, 2013 (the “Option Agreement”) and the first amendment letter dated October 23, 2013 (the “First Amendment”) and the second amendment letter dated March 10, 2014 (the “Second Amendment”). The parties hereby confirm that a TLTO as referenced in the Option Agreement has occurred. This Third Letter of Amendment will confirm our agreement to further amend Section 3.2(d) of the Option Agreement from reading “18 months” as provide for in the First Amendment from reading “30 months” in the Second Amendment to now reading “48 months”. For further clarity the date reference in Section 3.2(d) is now April 13, 2017. In consideration of this Third Amendment and further extension of the due date, it is mutually agreed that the due date in Section 3.2(d) will be accelerated to that
FORGIVENESS OF DEBT AND SHARES FOR DEBT AGREEMENTAgreement • March 31st, 2015 • Battle Mountain Gold Inc. • Metal mining
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of these premises and of the representations and agreements herein contained it is hereby mutually agreed as follows:
SHARE EXCHANGE AGREEMENT among MADISON MINERALS INC. and BATTLE MOUNTAIN GOLD INC. and THE UNDERSIGNED SECURITYHOLDERS OF BATTLE MOUNTAIN GOLD INC. Dated as of March 13, 2014Share Exchange Agreement • March 31st, 2015 • Battle Mountain Gold Inc. • Metal mining • British Columbia
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties covenant and agree as follows:
October 23, 2013 DELIVERED VIA EMAIL – wms@aubullion.com Nevada Royalty Corp. 11521 North Warren Street Hayden, Idaho 83835 Attention: William Sheriff Dear Sir: Reference is made to the option agreement among Battle Mountain Gold Inc.,Battle Mountain Gold Inc. • March 31st, 2015 • Metal mining
Battle Mountain Gold, (USA) Inc. and Nevada Royalty Corp. (formerly Great American Minerals, Inc.) dated March 13, 2013 (the “Option Agreement”). This letter agreement will confirm our agreement to amend Section 3.2(d) of the Option Agreement by deleting “12 months” and replacing it with “18 months”.
