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) February 11, 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 8.01 OTHER EVENTS.
On February 11, 2005, the Registrant received a Notice of Default under an
Operating Agreement between Battle Mountain Gold Exploration, Inc., the
Registrant's wholly-owned subsidiary ("Battle Mountain"), and Nevada Gold
Exploration Solutions, LLC ("NGXS") regarding Pediment Gold LLC, a joint venture
between Battle Mountain and NGXS to explore the Nevada great basin physiographic
area using a proprietary water chemistry database developed by NGXS. The
Operating Agreement provides that if a default is not cured within twenty (20)
days after notice by NGXS of such default, it will be deemed to be a resignation
of Battle Mountain from Pediment, the termination of Battle Mountain's
membership in Pediment and a transfer of Battle Mountain's ownership interest
and capital account, if any, to NGXS. The Operating Agreement further provides
that upon resignation due to a failure to cure a default, Battle Mountain would
have no further right, title or interest in Pediment or Pediment's assets.
The Notice of Default is a result of a proposal by Battle Mountain in
January 2005 (the "Proposal") following the issuance by Pediment of a Field
Examination Stage Summary Report (the "Report") which identified eleven (11)
areas for land acquisition and two (2) additional areas as alternates. The
Report also recommended that Battle Mountain consider additional funding for
field examination of additional areas. The Proposal was for Pediment to acquire
two (2), rather than all eleven (11) of the identified areas and to begin an
initial drilling program on such acquired areas. The acquisition of two (2)
areas would require less than the full $840,000 set forth in the Operating
Agreement to be spent during the land acquisition stage. Under the Operating
Agreement as currently in effect, however, Battle Mountain will not earn an
interest in Pediment until the full $840,000 is spent during the land
acquisition stage. Battle Mountain has sent a revised proposal to NGXS. Battle
Mountain may dispute the Notice of Default through arbitration. If Battle
Mountain and NGXS cannot come to an agreement, Battle Mountain may seek to have
the dispute resolved in accordance with Nevada law.
Battle Mountain paid an aggregate of $1,165,000, consisting of a $325,000
non-refundable first installment in October 2004 (the "Deposit") and an
aggregate of $840,000 in payments through January 2005, toward a commitment to
contribute $3,250,000 to Pediment (the "Initial Contribution"). Battle Mountain
has withdrawn approximately $740,000 of the $1,165,000 that it paid toward the
Initial Contribution in Pediment. On February 17, 2005, Battle Mountain received
a letter from NGXS stating that NGXS was of the opinion that withdrawal of the
money was a breach of the Operating Agreement or a resignation by Battle
Mountain and requesting the immediate return of the withdrawn money. As a result
of such withdrawal, the Notice of Default, and the potential inability of Battle
Mountain and NGXS to resolve their differences under the terms of the Operating
Agreement, there can be no assurance that Battle Mountain will earn a 50%
interest in Pediment or any other joint venture owning mining claims in the
State of Nevada or elsewhere. If Battle Mountain does not acquire an interest in
Pediment, it will not get back the Deposit and may not have any rights to the
portion of the $840,000 of payments that was not withdrawn.
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 Officer
Dated: February 18, 2005