UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 28, 2005
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
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(Exact name of registrant as specified in its charter)
Nevada 000-50399 86-1066675
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE EAST LIBERTY STREET, SIXTH FLOOR, SUITE 9, RENO, NEVADA 89504
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (775) 686-6081
N/A
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(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 26, 2005, Battle Mountain Gold Exploration Corp. ("BMGX" or
"Purchaser") entered into a Share Purchase Agreement ("SPA") to acquire 100 % of
the total issued and outstanding shares ("Purchased Shares") of two (2)
wholly-owned to-be-formed subsidiaries of IAMGold Corporation, a Canadian
corporation ("Vendor"), known as Newco Canada and Newco Barbados. Purchase price
for the Purchased Shares is US$21,850,000, payable as follows:
(a) for the Purchased Shares of Newco Canada:
(i) US$10,772,000 in immediately available funds; and
(ii) the greater of (x) 8,156,000 common shares, $0.001 par
value per share, of BMGX and (y) such number of common
shares equal to the Required Value, as that term is defined
in the SPA included as an exhibit hereto.
(b) for the Purchased Shares of Newco Barbados:
(i) US$5,078,000 million in immediately available funds and
(ii) the greater of (x) 3,844,000 common shares, $0.001 par
value per share, of BMGX and (y) such number of common
shares equal to the Required Value.
If, pursuant to a Trust Indenture dated November 10, 1989 among Barrick Gold
Corporation (as successor-in-interest to Corona Corporation), Teck Corporation,
or Barrick Gold Corporation exercise their rights of first refusal to acquire
the Vendor's trust units of the Williams Royalty Trust, the purchase price for
the Purchased Shares of Newco Canada shall be reduced by an aggregate amount
equal to US$10,400,000 so that:
(i) The cash consideration for the Purchased Shares of
Newco Canada shall be US$3,275,000; and
(ii) The Common Shares issued in respect of the Purchased
Shares of Newco Canada shall be the greater of (x) 2,350,000
and (y) such number of common shares equal to the Required
Value.
The principal assets of Newco Canada and Newco Barbados consist of the
following:
Royalty Agreements held by Newco Canada in the following properties:
- Williams Mine, Ontario (Trust Units to be transferred)
- Joe Mann Mine, Ouebec
- El Limon Mine, Nicaragua
- Lluvio de Oro Mine, Mexico
- Night Hawk Lake Property, Ontario
- Seguenega Property, Burkina Faso
Royalty Agreements held by Newco Barbados in the following properties:
- Don Mario Mine, Bolivia
- Dolores Deposit, Mexico
- Lluvio de Oro Mine, Mexico
- Marmato Property, Columbia
- Relief Canyon Mine, Nevada
- Vueltas del Rio Mine, Honduras Closing of the transaction is on
January 15, 2005, subject to customary conditions.
The Purchaser and the Vendor have agreed to enter into a registration rights
agreement with respect to the Purchaser's preparation and filing of one or more
resale registration statements pursuant to United States securities laws with
respect to the registration of the Common Shares (as defined in the SPA), in
form and substance satisfactory to the Vendor in its sole discretion.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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10.1 Share Purchase Agreement, dated November 28, 2005
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 hereunto duly authorized.
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
By: /s/ James E. McKay
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James E. McKay
Chief Executive Office
Dated: December 1, 2005