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) July 14, 2006
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
Battle Mountain Gold Exploration Corp. is pleased to announce that it has
completed the previously announced sale of its interests in Pediment Gold LLC
("Pediment") to members of Pediment's exploration team and founders, and the
cancellation of the 7,800,000 shares involved in the transaction. The
consideration for the sale consisted of (a) the cancellation of 7,800,000
previously issued shares of the Company's Common Stock and (2) the granting to
the Company by Pediment of a 1.25% Net Smelter Royalty on the Hot Pot and a
1.25% Net Smelter Royalty on the Fletcher Junction exploration projects in
Nevada.
There are now 63,346,449 BMGX shares outstanding, which represents an
approximate 11% reduction in the total number of shares outstanding before the
Pediment transaction. There are no material relationships between the registrant
or its affiliates and any of the parties, other than in respect of the
agreement.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On July 14, 2006, David Atkinson was appointed to serve as Chief Financial
Officer until the next annual meeting of shareholders.
Mr. Atkinson joins the Company after an eleven year career on Wall Street. For
the past year, Mr. Atkinson has served as a consultant to Battle Mountain Gold
Exploration Corp and assisted the Company in the recently announced purchase of
royalty assets from IAMGOLD, Inc. From 2002 through 2004, Mr. Atkinson was a
Director in the Investment Banking Group at Harris Nesbitt Corp., (BMO Financial
Group) in New York. Mr. Atkinson focused on mergers and acquisitions and capital
raising for mid and large sized corporate clients. From 2000-2002, Mr. Atkinson
was a Senior Vice President/Director at Jefferies & Company, Inc. in New York.
Prior to 2000, Mr. Atkinson was a senior member of the banking teams at ING
Barings and Rothschild Inc., both in New York. During his career on Wall Street,
Mr. Atkinson advised on a number of complex, cross border transactions,
including working with Hanson PLC on the spin off of their US non-core
operations and the eventual split up of the company. Mr. Atkinson also worked
with N.V. Union Miniere's zinc mining subsidiary on its sale to Savage
Resources.
Mr. Atkinson received his Masters of Business Administration from the Ivey
School of Business at the University of Western Ontario, and his Bachelor of
Commerce degree from the University of British Columbia.
Mr. Atkinson has entered into an employment agreement with the Company,
effective May 1, 2006, for an initial term of three (3) years, with base
compensation of US $125,000.00 per year, plus reimbursement of all
Company-related expenses incurred. Mr. Atkinson was also granted 750,000
Restricted Shares of the Company, which vest equally over the term of the
agreement. The Company may terminate the employment agreement for "Cause", as
defined in the agreement, and Mr. Atkinson may terminate the employment
agreement for "Good Reason", as defined in the agreement. Under certain
circumstances, the Company may become obligated to pay Mr. Atkinson substantial
cash penalties upon termination, all as set forth in the agreement.
On July 14, 2006, effective July 18, 2006, the Board elected two (2) additional
directors to fill vacancies on the Board and to serve until the next annual
meeting of shareholders:
Robert Connochie, MBA, is currently President of Behre Dolbear Capital. Mr.
Connochie's previous positions include Chairman and President of Potash Company
of America, and VP of Corporate Development of Rio Algom Limited. He has served
as a director for a number of private and public companies, including Repadre
International Corporation, the former owner of the company's international
royalty portfolio. He holds a B.A. Sc. (Civil Eng.) from the University of
British Columbia and a MBA from University of Western Ontario.
Christopher E. Herald, M.Sc. Mr. Herald has served as President, CEO, and
Director of Crown Resources from June 1999 to present. Prior to his appointment
as CEO of Crown, Mr. Herald served as President and Executive VP of Crown. Mr.
Herald also serves as CEO and Director of Solitario Resources. He holds a M.S.
in Geology from Colorado School of Mines and a B.S. in Geology from the
University of Notre Dame.
The Company's Board now consists of five members, four of which are independent.
Mr. Mark Kucher is the sole executive on the Board.
The Company has also formed the following subcommittees; audit, corporate
governance and compensation. Each of the committees consists of three
independent directors. These appointments are consistent with the company's
plans to list on a senior stock exchange within the next year.
The compensation for Board of Directors will be in the form of restricted shares
of the Company's Common Stock, payable at the end of the year of service. The
new board members, Mssrs. Connochie and Herald, will be granted 500,000 shares
each, which will vest 200,000 in July 2007, 200,000 in July 2008, and 100,000 in
July 2009, and will be earned and issued only at the end of the director's year
of service. Existing board members, Mssrs. Labadie and Crews, have been granted
compensation of 500,000 shares of restricted stock each, 250,000 which will vest
in July 2006, and 250,000 in July 2007, and will be earned and issued only at
the end of the director's year of service.
ITEM 9.01 EXHIBITS
99.1 Press Release Announcing Two New Board Members
99.2 Employment Agreement- David Atkinson
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/ Mark Kucher
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Mark Kucher
Chief Executive Officer
Dated: July 18, 2006