-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RNtvTeCJSZEpoVVbpJceGi7SYayLBqeb29ibVyiXbDC/iPAyUPOJekWi8LXzHg/Z mo102TazADJ05TObMVRNxw== 0000912282-06-000556.txt : 20060613 0000912282-06-000556.hdr.sgml : 20060613 20060613124717 ACCESSION NUMBER: 0000912282-06-000556 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060613 DATE AS OF CHANGE: 20060613 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Battle Mountain Gold Exploration Corp. CENTRAL INDEX KEY: 0001162177 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 861066675 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80164 FILM NUMBER: 06901763 BUSINESS ADDRESS: STREET 1: SIXTH FLOOR, SUITE 9 STREET 2: ONE EAST LIBERTY STREET CITY: RENO STATE: NV ZIP: 89504 BUSINESS PHONE: 7756866081 MAIL ADDRESS: STREET 1: SIXTH FLOOR, SUITE 9 STREET 2: ONE EAST LIBERTY STREET CITY: RENO STATE: NV ZIP: 89504 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON VENTURES INC DATE OF NAME CHANGE: 20011113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IAMGOLD CORP CENTRAL INDEX KEY: 0001203464 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 220 BAY ST STREET 2: 5TH FL CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M5J 2W4 BUSINESS PHONE: 4163604710 MAIL ADDRESS: STREET 1: 220 BAY STREET STREET 2: 5TH FL CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: M5J 2W4 SC 13D 1 iamgold_sc13d-battlemountain.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BATTLE MOUNTAIN GOLD EXPLORATION CORP.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

07159T100

(CUSIP Number)

Grant Edey
Chief Financial Officer
IAMGOLD Corporation
5th Floor, 220 Bay Street
Toronto, Ontario M5J 2W4
Canada
(416) 360-4710

Copy to:
Gil I. Cornblum
Dorsey & Whitney LLP
161 Bay Street, Suite 4310
Toronto, Ontario
(416) 367-7370

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 25, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Secs. 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP N0. 07159T 10 0

1)	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IAMGOLD Corporation

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]

3)	SEC Use Only

4)	SOURCE OF FUNDS OO

5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) \|_\|

6)	CITIZENSHIP OR PLACE OF ORGANIZATION Canada

Number of Shares Beneficially Owned by Each Reporting Person With:	(7)	SOLE VOTING POWER 16,000,000
	(8)	SHARED VOTING POWER 0
	(9)	SOLE DISPOSITIVE POWER 16,000,000
	(10)	SHARED DISPOSITIVE POWER 0

11)

Aggregate Amount Beneficially Owned by Each Reporting Person
16,000,000

12)

Check If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]

13)

Percent of Class Represented by Amount in Row (9)
27.3%

14)

Type of Reporting Person (See Instructions)
CO

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the common stock, no par value, of Battle Mountain Gold Exploration Corp. (“Battle Mountain”). The address of the principal executive office of Battle Mountain is Suite 600, 1 East Liberty Street, Reno, Nevada 89504.

Item 2. Identity and Background.

(a) The name of the person filing this statement is IAMGOLD Corporation, a Canadian corporation (“IAMGOLD”).

(b) The address of the principal executive office of IAMGOLD is 5^th Floor, 220 Bay Street, Toronto, Ontario, M5J 2W4, Canada. The business address of each of IAMGOLD’s directors and executive officers is set forth on Schedule A.

(c) IAMGOLD is a company engaged in the exploration and development of gold properties in Africa and Central and South America. Set forth on Schedule A is the name and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of IAMGOLD’s directors and executive officers, as of the date hereof.

(d) and (e) During the last five years neither IAMGOLD, nor to IAMGOLD’s knowledge, any person named in Schedule A has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and is or was, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

(f) IAMGOLD is a Canadian corporation. The citizenship of each person named in Schedule A is set forth thereon.

Item 3. Source and Amount of Funds or Other Consideration.

The Subject Securities (as defined below) were acquired by IAMGOLD pursuant to an Amended and Restated Share Purchase Agreement, dated April 25, 2006, between IAMGOLD, Repadre International Corporation (“Repadre”), Battle Mountain and 1212500 Alberta Ltd. (“1212500”) (the “Share Purchase Agreement”). Pursuant to the Share Purchase Agreement, IAMGOLD transferred certain precious metals royalty interests to Battle Mountain and 1212500, a wholly owned subsidiary of Battle Mountain, in exchange for (i) 12,000,000 shares of Battle Mountain common stock (the “Shares”), (ii) a 6% exchangeable secured subordinated debenture in the principal amount of US$2,000,000 issued by 1212500 and guaranteed by Battle Mountain (the “Debenture” and together with the Shares, the “Subject Securities”) and (iii) US$13,850,000. The Shares and the shares of Battle Mountain common stock issuable upon the exchange thereof have registration rights, as provided in the Registration Rights Agreement entered into IAMGOLD and Battle Mountain on April 25, 2006, a copy of which is attached as Exhibit 3 to the Statement (the “Registration Rights Agreement”).

Item 4. Purpose of Transaction.

The information set forth in Item 3 is incorporated by reference herein. As described in Item 3 above, this Schedule relates to the sale of royalty interests by IAMGOLD to Battle Mountain pursuant to the terms of the Share Purchase Agreement.

Except as otherwise described herein, none of IAMGOLD or the persons listed on Schedule A have any current plans of proposals which relate to or would result in any of the transactions or changes contemplated in Items 4(a) through 4(j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) — (b) The information set forth in Items 3 and 4 is incorporated by reference herein. Battle Mountain represented in the Share Purchase Agreement that there were 42,530,000 shares of Battle Mountain common stock outstanding prior to the consummation of the transactions contemplated by the Share Purchase Agreement. IAMGOLD is the beneficial owner of 12,000,000 Shares, and may receive upon exchange of the Debenture 4,000,000 shares of Battle Mountain common stock. The 16,000,000 shares of Battle Mountain common stock beneficially owned by IAMGOLD represents (if the Debenture was exchanged for shares) 27.3% of the total outstanding shares of Battle Mountain common stock.

IAMGOLD has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of all of the Shares currently issued to IAMGOLD, and IAMGOLD will have the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of all of the shares of Battle Mountain common stock that will be issued to IAMGOLD upon exchangeof the Debenture.

(c) Neither IAMGOLD nor, to the knowledge of IAMGOLD, any person named in Schedule A, has effected any transaction in shares of Battle Mountain common stock during the past 60 days.

(d) — (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

To the knowledge of IAMGOLD, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this statement on Schedule 13D or between such persons and any other person with respect to the securities of Battle Mountain, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1: Form of Amended and Restated Share Purchase Agreement, dated April 25, 2006, between IAMGOLD Corporation, Repadre International Corporation, Battle Mountain Gold Exploration Corp. and 1212500 Alberta Ltd.

Exhibit 2: Form of 6% Exchangeable Secured Subordinated Debenture issued to IAMGOLD Corporation by 1212500 Alberta Ltd. and guaranteed by Battle Mountain Gold Exploration Corp.

Exhibit 3: Form of Registration Rights Agreement, dated April 25, 2006, by and between IAMGOLD Corporation and Battle Mountain Gold Exploration Corp.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 13, 2006

IAMGOLD CORPORATION

By:    /s/ Larry Phillips
Name:   Larry Phillips
Title:     VP, Corporate Affairs & Corporate Secretary

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF IAMGOLD CORPORATION

The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of IAMGOLD. The business address of each such person is 5^th Floor, 220 Bay Street, Toronto, Ontario, M5J 2W4, Canada.

Board of Directors

Name and Title	Present Principal Occupation	Citizenship

William D. Pugliese	Chairman and Director	Canadian

Derek Bullock	Director	Canadian

John Caldwell	Director	Canadian

Donald K. Charter	Director	Canadian

Joseph Conway	President, Chief Executive officer	Canadian
	and Director of IAMGOLD

Robert W. Dengler	Director	Canadian

Stephen Freedhoff	Director	Canadian

Peter Jones	Director	Canadian

Mahendra Naik	Director	Canadian

Robert A. Quartermain	Director	Canadian

John Shaw	Director	Canadian

Executive Officers Who Are Not Directors

Name	Title and Present Principal Occupation	Citizenship

Grant Edey	Chief Financial Officer	Canadian

John McCombe	Vice President, Operations	Canadian

Larry E. Phillips	Vice President, Corporate Affairs	Canadian

Paul Olmsted	Vice President, Corporate	Canadian
	Development

Ross Gallinger	Vice President, Environmental Health Safety & Community	Canadian

GRAPHIC 2 ballotx.jpg GRAPHIC begin 644 ballotx.jpg M_]C_X``02D9)1@`!`0$!+`$L``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#<\6>.]4TK MQOJ>F+JEW'"MQ%%"MO/;1QVJE+7,EP9+>1HXBT[8DR:9]H&YVC4L<#@9)/2H[GPEI5UJ%S?,VI0SW3AYC:ZI EX-1 3 ex_1.htm

EXHIBIT 1

AMENDED AND RESTATED
SHARE PURCHASE AGREEMENT

Amended and Restated Share Purchase Agreement dated April 25, 2006 between IAMGold CORPORATION (“IAMGold”), REPADRE INTERNATIONAL CORPORATION (“Repadre” and, together with IAMGold, the “Vendors”), BATTLE MOUNTAIN GOLD EXPLORATION CORP. (“BMGX”) and 1212500 ALBERTA LTD. (“AlbertaCo” and, together with BMGX, the “Purchasers”).

RECITALS

(a)

1210078 Alberta Ltd. (“Newco Canada”), a corporation incorporated and existing under the laws of the Province of Alberta, is the legal and beneficial owner of all right, title and interest in and to the Royalty Agreements listed under the heading “Newco Canada” on Schedule “A” attached hereto;

(b)

BMGX (Barbados) Corporation (“Newco Barbados”), a corporation incorporated and existing under the laws of Barbados, is the legal and beneficial owner of all right, title and interest in and to the Royalty Agreements listed under the heading “Newco Barbados” on Schedule “A” attached hereto;

(c)

IAMGold and BMGX entered into a Share Purchase Agreement dated November 28, 2005 (the “Original Share Purchase Agreement”) pursuant to which IAMGold agreed to sell to BMGX, and BMGX agreed to purchase, all of the issued and outstanding shares of Newco Canada and Newco Barbados;

(d)

IAMGold has transferred to Repadre all of the outstanding shares of Newco Barbados;

(e)

As of the date hereof, IAMGold is the registered and beneficial owner of all of the issued and outstanding shares of Newco Canada and Repadre is the registered and beneficial owner of all of the issued and outstanding shares of Newco Barbados;

(f)

IAMGold has agreed to transfer to AlbertaCo, and AlbertaCo has agreed to purchase, all of the issued and outstanding shares of Newco Canada;

(g)

Repadre has agreed to transfer to BMGX, and BMGX has agreed to purchase, all of the issued and outstanding shares of Newco Barbados; and

-2-

(h)

As a result of the foregoing events, the parties hereto wish to amend, and for ease of reference, to restate, the Original Share Purchase Agreement, all as set forth herein.

NOW THEREFORE in consideration of the foregoing and the mutual agreements contained in this Agreement (the receipt and adequacy of which are acknowledged), the parties agree as follows.

Section 1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

(a)

“Agreement” means this amended and restated share purchase agreement and all schedules attached to it and the expression “Section” followed by a number means and refers to the specified Section of this Agreement.

(b)

“Authorization” means, with respect to any Person, any order, permit, approval, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“Average Trading Price” means: (i) if the transactions contemplated by this Agreement are announced on a trading day prior to the opening of, or during, trading on such day, the weighted average trading price of the Common Shares for the two trading days prior to the date of such announcement, the trading day of the date of such announcement and the two trading days following the date of such announcement, or (ii) if the transactions contemplated by this Agreement are announced after the close of trading on such day, the weighted average trading price of the Common Shares for the two trading days prior to the date of such announcement and the three trading days following the date of such announcement, on the Over the Counter Bulletin Board and on such other stock exchange on which the Company is listed, as reported by the Wall Street Journal and the National Quotation Bureau pink sheets.

(d)

“Barbados Shares” means all of the issued and outstanding shares of Newco Barbados.

(e)

“Canada Shares” means all of the issued and outstanding shares of Newco Canada.

(f)

“Cash Consideration” has the meaning specified in Section 3(b)(i).

(g)

“Closing Date” has the meaning specified in Section 7.

-3-

(h)

“Common Shares” means the shares without nominal or par value of BMGX designated as “common shares”.

(i)

“Debenture”means the 6% exchangeable secured subordinated debenture in the principal amount of US$2,000,000 issued by AlbertaCo, and guaranteed by BMGX, in the form attached hereto as Schedule “B”, pursuant to which the holder thereof shall be entitled to exchange all or any portion of the principal amount thereof and all or any portion of the accrued interest thereon, for Debenture Shares at an exchange price of $0.50 per Debenture Share.

(j)

“Debenture Shares” means the Common Shares issuable to the holder of the Debenture upon the exchange thereof in accordance with the terms thereof.

(k)

“Governmental Entity” means any (i) international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and (iv) any stock exchange.

(l)

“Guarantee” means the guarantee and support agreement dated the date hereof, executed by BMGX in favour of IAMGold in respect of the obligations of AlbertaCo pursuant to the Debenture.

(m)

“Guarantee Security” means the general security agreement dated the date hereof, executed by BMGX in favour of IAMGold in respect of the obligations of BMGX pursuant to the Guarantee.

(n)

“Laws” means any and all applicable laws including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, and general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which the word is used.

(o)

“Lien” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other

-4-

encumbrance of any nature or any other arrangement or condition that, in substance, secures payment or performance of an obligation.

(p)

“Person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability corporation, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

(q)

“Purchased Shares” has the meaning specified in Section 2.

(r)

“Registration Rights Agreement” means the registration rights agreement with respect to the preparation and filing by BMGX of one or more resale registration statements pursuant to United States securities laws with respect to the registration of the Common Shares and the Debenture Shares, in the form attached hereto as Schedule “C”.

(s)

“Required Value” means:

(i)

in respect of Section 3(a)(iii), the number of Common Shares equal to a quotient, where (A) the numerator is equal to 5,806,000 multiplied by $0.50 and (B) the denominator is equal to the Average Trading Price;

(ii)

in respect of Section 3(b)(ii), the number of Common Shares equal to a quotient, where (A) the numerator is equal to 6,194,000 multiplied by $0.50 and (B) the denominator is equal to the Average Trading Price.

(t)

“Royalty Agreements” means the royalty agreements described on Schedule “A”attached hereto.

(u)

“Share Consideration”has the meaning specified in Section 3(b)(ii).

(v)

“Transaction Documents” means this Agreement, the Debenture, the Registration Rights Agreement, the Guarantee, the Guarantee Security and all other documents and instruments stipulated by the preceding documents to be executed in connection with the transactions contemplated herein or therein.

Section 2 Purchase and Sale.

Subject to the terms and conditions of this Agreement, on the Closing Date (i) IAMGold agrees to sell, assign and transfer to AlbertaCo and AlbertaCo agrees to

-5-

purchase from IAMGold, the Canada Shares and (ii) Repadre agrees to sell, assign and transfer to BMGX, and BMGX agrees to purchase from Repadre, the Barbados Shares (together with the Canada Shares, the “Purchased Shares”).

Section 3 Purchase Price.

The purchase price payable by the Purchasers for the Purchased Shares shall be an aggregate of US$21,850,000, which shall be satisfied as follows:

(a)

for the Canada Shares, by the delivery to IAMGold of:

(i)

the Debenture, duly executed by AlbertaCo;

(ii)

a certified cheque or bank draft or wire transfer in the amount of US$9,947,000; and

(iii)

a share certificate registered in the name of IAMGold (or as IAMGold otherwise directs), representing that number of Common Shares that is equal to the greater of (A) 5,806,000; and (B) the Required Value; and

(b)

for the Barbados Shares, by the delivery to Repadre of:

(i)

a certified cheque or bank draft or wire transfer in the amount of US$3,903,000 (collectively, with the amount set forth in Section 3(a)(ii) above, the “Cash Consideration”); and

(ii)

a share certificate, registered in the name of Repadre (or as Repadre otherwise directs), representing that number of Common Shares of BMGX that is equal to the greater of (A) 6,194,000, and the Required Value (collectively with the Common Shares set forth in Section 3(a)(iii) above, the “Share Consideration”).

Section 4 Vendor’s Representations and Warranties.

At the date of this Agreement and at the Closing Date, each of the Vendors jointly and severally represents and warrants as follows to the Purchasers and acknowledges and confirms that the Purchasers are relying upon such representations and warranties in connection with the purchase by the Purchasers of the Purchased Shares:

(a)

Incorporation and Qualification. IAMGold is a corporation existing under the federal laws of Canada and has the corporate power to enter into and perform its obligations under the Transaction Documents to which it is a party. Repadre is a corporation incorporated and existing under the laws of Barbados and has the corporate power to enter into

-6-

and perform its obligations under the Transaction Documents to which it is a party.

(b)

Corporate Authority. The execution and delivery of and performance by each of the Vendors of the Transaction Documents to which it is a party have been authorized by all necessary corporate action on the part of each of the Vendors. The transfer of the Canada Shares to AlbertaCo has been authorized by all necessary corporate action of Newco Canada and IAMGold, and the transfer of the Barbados Shares to BMGX has been authorized by all necessary corporate action of Newco Barbados and Repadre.

(c)

No Violation or Breach. The execution and delivery of and performance by the Vendors of the Transaction Documents:

(i)

will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or violation of or a conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of the constating documents or by-laws of either Vendor, Newco Canada or Newco Barbados;

(ii)

will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or violation of or a conflict with, or allow any other Person to exercise any rights under, any contracts or instruments to which either Vendor, Newco Canada or Newco Barbados is a party or pursuant to which any of the assets or property of either Vendor, Newco Canada or Newco Barbados may be affected;

(iii)

will not result in a breach of, or cause the termination or revocation of, any authorization held by either Vendor, Newco Canada or Newco Barbados or necessary to the ownership of the Purchased Shares; and

(iv)

will not result in the violation of any Law.

(d)

Authorizations and Consents. There is no requirement on the part of either Vendor, Newco Canada or Newco Barbados to make any filing with or give any notice to any Governmental Entity, or obtain any Authorization, in connection with the completion of the transactions contemplated by the Transaction Documents, except for filings and notifications required by applicable securities Laws. All necessary

-7-

consents, approvals and authorizations of any Person required under any contracts or instruments to which either Vendor, Newco Canada or Newco Barbados is a party or pursuant to which any of the assets or property of either Vendor, Newco Canada or Newco Barbados may be affected in connection with the completion of the transactions contemplated by the Transaction Documents have been obtained or will be obtained on or prior to the Closing Date.

(e)

Execution and Binding Obligation. At or prior to the time of Closing on the Closing Date, each of the Transaction Documents to which either Vendor is a party will be duly executed and delivered by the applicable Vendor and will constitute a legal, valid and binding agreement of such Vendor, enforceable against it in accordance with its terms, subject only to any limitation under applicable laws relating to bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors’ rights, and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(f)

Authorized and Issued Capital. The Canada Shares constitute all of the issued and outstanding shares of Newco Canada and the Barbados Shares constitute all of the issued and outstanding shares of Newco Barbados. All of the Purchased Shares have been issued in compliance with all applicable Laws including, without limitation, applicable securities Laws.

(g)

No Other Agreements to Purchase. Except for the Purchasers’ rights under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from either Vendor of any of the Purchased Shares, or (ii) the purchase, subscription, allotment or issuance of any of the unissued shares or other securities of either Newco Canada or Newco Barbados.

(h)

Title to Purchased Shares. The Canada Shares are owned by IAMGold, as the registered and beneficial owner, with good title, free and clear of all Liens other than those restrictions on transfer, if any, contained in the articles of incorporation of Newco Canada. The Barbados Shares are owned by Repadre as the registered and beneficial owner, with good title, free and clear of all Liens other than those restrictions on transfer, if any, contained in the incorporating documents of Newco Barbados.

-8-

(i)

No Action. Neither Vendor is aware of any action, suit or proceeding, at law or at equity, for or by any court or any federal, provincial, municipal or other governmental department, commission, board, agency or instrumentality which would prevent or materially adversely affect the transactions contemplated by the Transaction Documents.

(j)

Residence. IAMGold is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

(k)

Royalty Agreements. At the time of closing onthe Closing Date, the principal assets of Newco Canada will consist of the Royalty Agreements listed on Schedule “A” attached hereto under the heading “Newco Canada” and the principal assets of Newco Barbados will consist of the Royalty Agreements listed on Schedule “A” attached hereto under the heading “Newco Barbados”. To the knowledge of the Vendors, each of the Vendors, Newco Canada and Newco Barbados has performed all of the obligations required to be performed by each of them under the Royalty Agreements, and Newco Canada or Newco Barbados, as applicable, is entitled to the benefits and rights of the royalty holder pursuant to each Royalty Agreement that has been assigned to Newco Canada or Newco Barbados, as applicable. To the knowledge of the Vendors, each of the Royalty Agreements is in full force and effect and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default under any Royalty Agreement.

(l)

Liabilities. Except with respect to the liabilities assumed by Newco Canada and Newco Barbados pursuant to the Royalty Agreements as a result of the transfer thereof to Newco Canada or Newco Barbados, as applicable, no liabilities or obligations were created in Newco Canada or Newco Barbados as a result of either establishing Newco Canada or Newco Barbados or transferring the Royalty Agreements into Newco Canada or Newco Barbados, as applicable (other than liabilities arising in connection with future tax payable by Newco Canada or Newco Barbados, as applicable, in respect of future payments received pursuant to the Royalty Agreements), and there are no other material liabilities in Newco Canada or Newco Barbados as of the date hereof.

-9-

Section 5 Purchasers Representations and Warranties.

At the date of this Agreement and at the Closing Date, each of the Purchasers jointly and severally represents and warrants to each of the Vendors and acknowledges and confirms that the Vendors are relying on such representations and warranties in connection with the sale by the Vendors to the Purchasers of the Purchased Shares:

(a)

Incorporation and Qualification. BMGX is a corporation incorporated and existing under the laws of the state of Nevada. AlbertaCo is a corporation incorporated and existing under the laws of Alberta. Each of the Purchasers has the corporate power to enter into and perform its obligations under the Transaction Documents to which it is a party, and without limiting the foregoing, BMGX has the corporate power to issue the Share Consideration and to issue the Debenture Shares upon the exchange, if any, of the Debenture for such Debenture Shares.

(b)

Corporate Authority. The execution and delivery of, and performance by each Purchaser of its obligations under each of the Transaction Documents to which it is a party (including, without limitation, the issuance by BMGX of the Common Shares and the allotment, reservation and, if applicable, issuance of the Debenture Shares) have been authorized by all necessary corporate action on the part of each of the Purchasers.

(c)

No Violation or Breach. The execution and delivery of and performance by each Purchaser of its obligations under the Transaction Documents to which it is a party (including, without limitation, the issuance by BMGX of the Common Shares and the allotment, reservation and, if applicable, issuance of the Debenture Shares):

(i)

will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or violation of or a conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of either Purchaser’s constating documents or by-laws;

(ii)

-10-

(iii)

will not result in the violation of any Law.

(d)

Execution and Binding Obligation. At or prior to the time of Closing on the Closing Date, each of the Transaction Documents to which a Purchaser is a party will have been duly executed and delivered by the applicable Purchaser and will constitute a legal, valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject only to any limitation under applicable Laws relating to bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors’ rights, and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(e)

Actions, Proceedings. There is no action, proceeding or investigation pending or threatened against or affecting either Purchaser at law or in equity or before any international, federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could in any way reasonably be expected to materially adversely affect either Purchaser or the condition of either Purchaser or which questions the validity of the purchase of the Purchased Shares by the Purchasers or the issuance of the Share Consideration, the Debenture or the Debenture Shares, if issued, or any action taken or to be taken by either Purchaser in connection with the Transaction Documents.

(f)

Authorizations and Consents. All necessary consents, approvals, authorizations, filings and notifications of, from, with or to any Person required under any contracts or instruments to which either Purchaser is a party or required under applicable Laws and there is no requirement on the part of either Purchaser to make any filing with or give any notice to any Governmental Entity, or to obtain any Authorization, in connection with the completion of the transactions contemplated by the Transaction Documents, except for filings and notifications required by applicable securities Laws, all of which have been made.

(g)

Authorized and Issued Capital. The authorized capital of BMGX consists of 200,000,000 shares of common stock, $.001 par value per share, and 10,000,000 shares of preferred stock, $.001 par value per share, of which, (i) at this date, 42,530,000Common Shares, and no preferred shares, have been issued and are outstanding as fully paid and non-assessable, and (ii) at the Closing Date not more than

-11-

85,000,000 Common Shares and no preferred shares, will be issued and outstanding as fully paid and non-assessable. As of the date hereof and on the Closing Date, all of the issued and outstanding shares of AlbertaCo will be legally and beneficially owned by BMGX.

(h)

Common Shares. Upon issuance, the Share Consideration will be duly authorized and validly issued as fully paid and non-assessable Common Shares, and, at the time of closing on the closing Date, each of the Vendors will acquire good and valid title to that portion of the Share Consideration to which it is entitled pursuant to Section 3 free and clear of any Liens. There are no outstanding contractual obligations of BMGX restricting the transfer or requiring the registration or sale of any Common Shares, or granting any pre-emptive or anti-dilutive right or any other rights, subscriptions, calls, commitments, warrants, options or other agreements that give any Person the right to purchase, subscribe for, or otherwise receive or be issued any Common Shares or any security convertible into or exchangeable for any Common Shares.

(i)

Debenture Shares. On the Closing Date, 4,000,000 Debenture Shares will be allotted and reserved for issuance, upon the exchange, if any, of the Debenture for all or part of such Debenture Shares. Upon issuance, the Debenture Shares will be duly authorized and validly issued as fully paid and non-assessable Common Shares of BMGX, and the holder of the Debenture will acquire good and valid title to such Debenture Shares, free and clear of any liens.

(j)

Investment Canada Act. AlbertaCo is not a non-Canadian within the meaning of the Investment Canada Act (Canada).

(k)

Securities Laws. ThePurchasers are acquiring the Canada Shares or Barbados Shares, as the case may be, as principals and not as agents, and are acquiring such Canada Shares or Barbados Shares, as the case may be, for investment purposes only and not with a view to resale or distribution. AlbertaCo is not a non-resident person (as defined in Section 116 of the Income Tax Act (Canada)) and confirms that the purchase of the Purchased Shares is exempt from the registration and prospectus requirements of applicable securities Laws in Canada. BMGX further confirms that it is an “accredited investor” (as such term is defined in Rule 501(a) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) and that the Barbados Shares will be held by BMGX solely for its own account for investment purposes only, and not with a view to or for any resale, subdivision or

-12-

distribution of any part thereof into the United States or to a U.S. person (as such terms are defined in Regulation S under the U.S. Securities Act) and has no plans to enter into and has not entered into any contract, undertaking or agreement to do anything inconsistent with the foregoing.

Section 6 Conditions of Closing.

(w)

Conditions for the Benefit of the Purchasers. The purchase by the Purchasers of the Purchased Shares is subject to the following conditions to be fulfilled or performed on or before the Closing Date, which conditions are for the exclusive benefit of the Purchasers and may be waived, in whole or in part, by the Purchasers in their sole discretion:

(i)

the covenants, representations and warranties of the Vendors contained in the Transaction Documents shall be true as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of such date;

(ii)

the Vendors shall have delivered to the Purchasers certified copies of (i) all resolutions of the directors of each Vendor approving the execution, delivery and performance by such Vendor of its obligations under the Transaction Documents to which it is a party, and (ii) a resolution of the directors of Newco Canada approving the transfer of the Canada Shares to AlbertaCo;

(iii)

all of the share certificates representing the Purchased Shares shall be delivered to the Purchasers, duly endorsed for transfer to the applicable Purchaser or accompanied by an irrevocable share transfer power of attorney duly executed in blank by the applicable Vendor;

(iv)

as at the Closing Date, no event or condition shall have occurred, or shall exist, that individually or in the aggregate is or would reasonably be expected to be material and adverse to the condition (financial or otherwise), properties, assets, liabilities, obligations, business, operations or prospects of either Newco Canada or Newco Barbados; and

-13-

(v)

each of the Vendors shall have duly executed and delivered to the Purchasers each of the Transaction Documents to which to which it is a party.

All obligations of the Vendors, or either of them, under this Agreement shall be joint and several obligations of the Vendors.

(x)

Conditions for the Benefit of the Vendors. The sale by the Vendors of the Purchased Shares is subject to the following conditions to be fulfilled or performed on or before the Closing Date, which conditions are for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Vendors in their sole discretion:

(i)

the covenants, representations and warranties of the Purchasers contained in the Transaction Documents shall be true as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of such date;

(ii)

each Purchaser shall deliver to the Vendor a certified copy of a resolution of the directors of such Purchaser approving, among other things, the execution, delivery and performance by such Purchaser of its obligations under the Transaction Documents to which it is a party and, in the case of BMGX, authorizing the issuance of the Common Shares to the Vendors, allotting and reserving for issuance 4,000,000 Debenture Shares and approving the issuance of the Debenture Shares upon the exchange of the Debenture in accordance with the terms thereof;

(iii)

the Purchasers shall deliver the share certificates representing the Share Consideration, with such Common Shares registered in the names of the Vendors in accordance with Section 3, or as the Vendors may otherwise direct;

(iv)

(v)

each of the Purchasers shall have duly executed and delivered to the Vendors each of the Transaction Documents to which it is a party.

-14-

All obligations of the Purchasers, or either of them, under this Agreement shall be joint and several obligations of the Purchasers.

Section 7 Closing.

The completion of the transaction of purchase and sale contemplated by this Agreement shall take place at the offices of Stikeman Elliott LLP, Suite 1700, Park Place, 666 Burrard Street, Vancouver, B.C., at 9:30 a.m. (Vancouver time) on the date hereof or at such other place, on such other date and such other time as may be agreed upon in writing by the parties (the “Closing Date”).

Section 8 Deliveries.

Subject to the satisfaction or waiver by the relevant party of the conditions of closing, on the Closing Date, the Vendors shall deliver actual possession of the Purchased Shares to the Purchasers and upon such delivery, the Purchasers shall pay the Cash Consideration and deliver the Share Consideration and the Debenture to the Vendors, all in accordance with Section 3.

Section 9 Survival of Covenants, Representations and Warranties.

(a)

The covenants, representations and warranties of the Vendors contained in this Agreement and in any certificates or documents delivered pursuant to or in connection with the transactions contemplated by this Agreement shall survive the closing of the purchase and sale of the Purchased Shares and, notwithstanding such closing, and regardless of any investigation by or on behalf of the Purchasers, shall continue in full force and effect for the benefit of the Purchasers without limitation of time, subject only to applicable limitation periods imposed by Law.

(b)

The covenants, representations and warranties of the Purchasers contained in this Agreement and in any certificates or documents delivered pursuant to or in connection with the transactions contemplated by this Agreement shall survive the closing of the purchase and sale of the Purchased Shares and, notwithstanding such closing, and regardless of any investigation by or on behalf of the Vendors, shall continue in full force and effect for the benefit of the Vendors without limitation of time, subject only to applicable limitation periods imposed by Law.

Section 10 Time of the Essence.

Time shall be of the essence of this Agreement.

-15-

Section 11 Enurement.

This Agreement shall become effective when executed by the Vendors and the Purchasers and after that time shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns. Neither this Agreement nor any of the rights or obligations under this Agreement shall be assignable or transferable by any party hereto without the consent of the other parties hereto.

Section 12 Entire Agreement.

The Transaction Documents constitute the entire agreement between the parties hereto with respect to the transactions contemplated herein and therein and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the subject matter hereof and thereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of the Transaction Documents, except as specifically set forth herein and therein. The parties are not, and will not, relying upon any other information, discussion or understanding in entering into and completing the transactions contemplated by the Transaction Documents.

Section 13 Waiver.

(a)

No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall any such waiver be binding unless executed in writing by the party to be bound by the waiver.

(b)

No failure on the part of any Vendor or Purchaser to exercise, and no delay in exercising any right under this Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right.

Section 14 Further Assurances.

Each of the parties hereto covenants and agrees to do such things, to attend such meetings and to execute such further documents and assurances as may be deemed necessary or advisable from time to time in order to carry out the terms and conditions of this Agreement in accordance with their true intent.

Section 15 Severability.

If any provision of this Agreement shall be determined to be illegal, invalid or unenforceable by any court of competent jurisdiction from which no appeal exists or

-16-

is taken, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

Section 16 Governing Law.

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Section 17 Public Announcements.

Prior to the Closing Date no party hereto shall make, or cause to be made, any press release or public announcement in respect of this Agreement, or the transactions contemplated hereby, or otherwise communicate with any news media without prior approval of the other parties hereto, unless such disclosure is required by Law (in which event the party obliged to make such disclosure shall consult with the other party prior to making such disclosure). The parties hereto shall cooperate, using commercially reasonable efforts, as to the timing and contents of any such announcement, including any such announcement required by Law. Notwithstanding the foregoing, the parties hereto shall agree, on or prior to the Closing Date, as to the timing and contents of any press release concerning the consummation of the transactions contemplated hereby.

Section 18 Notices, etc.

Any notice, direction or other communication to be given under this Agreement shall, except as otherwise permitted, be in writing and given by delivering it or sending it by facsimile or other similar form of recorded communication addressed:

(i)

to Battle Mountain Gold Exploration Corp. at:

One East Liberty Street
Sixth Floor, Suite 9
Reno, Nevada 89504
Attention: President
Facsimile: (775) 686 6066

(ii)

to 1212500 Alberta Ltd. at:

#1003, 409 Granville St.
Vancouver, B.C. V6C 1T2
Attention President
Facsimile: (604) 687-4655

-17-

(iii)

to Repadre International Corporation at:

Chancery House
High Street
Bridgetown
Barbados W.I.
Attention: Andrew Fereira
Facsimile: 1 (246) 431-0076

(iv)

to IAMGold Corporation at:

220 Bay Street
5th Floor
Toronto, Ontario
Canada M5J 2W4
Attention: Grant Edey
Facsimile: (416) 360-4750

Section 19 Counterparts.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts, taken together, shall be deemed to constitute one and the same instrument.

Section 20 No Novation.

This Agreement is an amendment and restatement, and not a novation, of the Original Share Purchase Agreement. The Original Share Purchase Agreement has been restated as provided herein solely for the purposes of reflecting the amendments thereto, and all references to the Original Share Purchase Agreement in any other document shall, as of the Closing Date, be deemed to be referenced to this Agreement without further amendment thereto.

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY

IN WITNESS WHEREOF the parties hereto have each executed this Amended and Restated Share Purchase Agreement.

IAMGOLD CORPORATION

By:  ____________________________________
         Name:
         Title:

REPADRE INTERNATIONAL CORPORATION

By:  ____________________________________
         Name:
         Title:

1212500 ALBERTA LTD.

By:  ____________________________________
         Name:
         Title:

BATTLE MOUNTAIN GOLD EXPLORATION CORP.

By:  ____________________________________
         Name:
         Title:

SCHEDULE “A”
PRINCIPAL ASSETS OF NEWCO CANADA AND NEWCO BARBADOS

Royalty Agreements held by Newco Canada

Mine	Royalty Agreement	Amending Agreement(s)	Owner


Williams Mine,	Agreement between Corona Corporation		Teck Cominco (50%)
Ontario (Trust	and Teck Corporation (collectively,
Units to be	the "Payor") and Central Guaranty		Barrick Gold Corporation
transferred)	Trust Company and Murray Pezim,		(50
	Lawrence Page, Nell Dragovan, David
	Bell, Alan Lenczer and Ron Slaght,
	dated November 10, 1989

	Assignment and Transfer Agreement
	between 3284794 Canada Inc., Murray
	Pezim and Repadre Capital Corporation
	dated October 31, 1996

Joe Mann Mine,	Net Smelter Return Royalty Agreement		Campbell Resources
Quebec	between Meston Resources Inc. and
	Repadre Capital Corporation, dated
	April 23, 1993

El Limon Mine,	Net Smelter Return Royalty Agreement	Letter Agreement between Repadre	Glencairn Gold
Nicaragua	between Triton Minera S.A. and	Capital Corporation, Triton Mining	Corporation
	Repadre Capital Corporation, dated	Corporation, Black Hawk Mining
	May 10, 1994	Inc., and Minera Triton Argentina
		S.A. dated November 16, 1998
	The Net Profit Interest Royalty
	between Triton Minera S.A. and	Amending Agreement between Black
	Repadre Capital Corporation, dated	Hawk Mining Inc., Triton Mining

-2-

Mine	Royalty Agreement	Amending Agreement(s)	Owner




		and Repadre Capital Corporation
		dated November 30, 1998
		Letter Agreement between Black
		Hawk Mining Inc., Triton Mining
		Corporation, Minera Triton
		Argentina S.A., Triton Minera S.A.
		and Repadre Capital Corporation
		dated May 2, 2000

Lluvio de Oro Mine,	Net Smelter Return Royalty Agreement		Pecamin S.A.
Mexico	between North American Metals Corp.
	and Repadre Capital Corporation dated
	July 2, 1993

	Net Smelter Return Royalty Agreement
	between Compania Minera Lluvia de Oro
	S.A. de C.V. and Repadre Capital
	Corporation and dated September 9,
	1996

Night Hawk Lake	Net Smelter Return Royalty Agreement		Cross Lake Minerals
Property, Ontario	between Cross Lake Minerals Ltd.,		Ltd., East West Resource
	East West Resource Corporation,		Corporation and Canadian
	Canadian Golden Dragon Resources Ltd.		Golden Dragon Resources
	and Repadre Capital Corporation dated		Ltd.
	July 31, 2001

Seguenega Property,	Net Smelter Return Royalty Agreement,	Letter Agreement between Orezone	Orezone Resources Inc.
Burkina Faso	Schedule 1 to the Letter Agreement	Resources Inc. and Repadre Capital
	between Orezone Resources Inc. and	Corporation dated January 25, 2002

-3-

Mine		Royalty Agreement		Amending Agreement(s)		Owner



		Repadre Capital Corporation dated
		October 23, 2001

Royalty Agreements held by Newco Barbados

Mine	Royalty Agreement	Amending Agreement(s)	Owner



Don Mario Mine,	Royalty Agreement between Empresa	Amendment of Royalty Agreement	Orvana Minerals Corp.
Bolivia	Minera Paititi S.A., Compania Minera	between Empresa Minera Paititi
	Las Tojas S.A., Compania Minera Las	S.A., Compania Minera Las Tojas
	Palmas S.A., Imperial Mining S.A.,	S.A., Compania Minera Las Palmas
	Donald French, Richard Sumin, Frank	S.A., Imperial Mining S.A. and
	Schweitzer, Ted Pate, Mineral	Repadre International Corporation
	Resources Consultants International	dated October 19, 1999
	S.A., Oitec International Inc., Belle
	Heaven Holdings S.A., Chiquitos	Letter Agreement between Repadre
	Internacional, S.A. and Edsal	International Corporation and
	Finance, Inc. dated February 2, 1996	Orvana Minerals Corp. dated
		September 27, 1999

	Assignment Agreement between Donald
	French, Richard Sumin, Frank
	Schweitzer, Ted Pate, Mineral
	Resources Consultants International
	S.A., Oitec International Inc., Belle
	Heaven Holdings S.A., Chiquitos
	Internacional, S.A. and Edsal Finance
	and Repadre International Corporation
	dated March, 1996

Lluvio de Oro Mine,	Net Smelter Return Royalty Agreement	Amendment Agreement between Great	Pecamin S.A.
Mexico	between Compania Minera Lluvia de Oro	Lakes Minerals Inc. [now Santa

-4-

Mine	Royalty Agreement	Amending Agreement(s)	Owner



	S.A. de C.V. and Repadre	Cruz Gold Inc.], Lluvia de Oro,
	International Corporation dated	Inc., Compania Minera Lluvia de
	September 9, 1996	Oro, S.A. de C.V., Newmex Mining
		Company Ltd., Repadre

	Option Agreement between Great Lakes	International Corporation, and
	Minerals Inc., Compania Minera Lluvia	Repadre Capital Corporation dated
	de Oro S.A. de C.V. and Repadre	January 31, 1997
	International Corporation dated
	September 9, 1996

	Letter Agreement between Repadre
	International Corporation and Santa
	Cruz Gold Inc. dated March 18, 1997

	Net Smelter Return Royalty Agreement
	between Compania Minera Pangea, S.A.
	de C.V. and Repadre International
	Corporation dated June 2, 1997

Dolores Deposit,	Letter Agreement between Repadre		Minefinders Corporation
Mexico	International Corporation and Francis		Ltd.
	J.L. Guardia and John W. Perston
	dated January 14, 1998

	Letter Agreement between Minefinders
	Corporation Ltd., Francis J.L.
	Guardia and John W. Perston dated
	January 27, 1993

Marmato Property,	Royalty Contract between Sociedad	Amendment Agreement between	Triple-S Corporation
Columbia	Minera Mistrato, S.A., Gran Colombia	Bolivar Goldfields Ltd., Sociedad	A.V.V. (by assignment)
	Resources Inc. and affiliated	Minera Mistrato, S.A. and Repadre	and Gran Colombia

-5-

Mine	Royalty Agreement	Amending Agreement(s)	Owner



	company, and Monrovia A.V.V. dated	International Corporation dated	Resources Inc.
	August 23, 1996	July 25, 2000

	Assignment Agreement between Monrovia
	A.V.V. and Repadre International
	Corporation dated October, 1996

	Assignment Agreement between GCR Gran
	Colombia Resources A.V.V. and Bolivar
	Goldfields A.V.V. dated June 1, 1999

	Assignment Agreement between Bolivar
	Goldfields Ltd. and Triple-S
	Corporation A.V.V. dated July 25, 2000

Relief Canyon Mine,	Letter Agreement between Newgold,	Addendum to Letter Agreement dated	Newgold Inc.
Nevada	Inc. and Repadre International	October 30, 1995 between Newgold,
	Corporation dated October 30, 1995	Inc. and Repadre International
		Corporation dated October 31, 1995

	Net Smelter Return Royalty Agreement
	between Newgold, Inc. and Repadre
	International Corporation dated
	October 3, 1996

	Net Smelter Return Royalty Agreement
	between Newgold, Inc. and Repadre
	International Corporation dated June,
	1997

Vueltas del Rio	Royalty Agreement between		Rio Narcea Gold Mines
Mine, Honduras	Centroamerica de Reprecentationes S.		Ltd.
	de R.L. de C.V., Oceanic Bank and
	Trust Ltd. and Milagro Minerals Inc.
	dated September 13, 1994

-6-

Mine		Royalty Agreement		Amending Agreement(s)		Owner



		Assignment Agreement between Oceanic
		Bank and Trust Limited and Repadre
		International Corporation dated
		February 6, 1998

SCHEDULE “B”

DEBENTURE

SCHEDULE “C”

REGISTRATION RIGHTS AGREEMENT

EX-2 4 ex_2.htm

EXHIBIT 2

1212500 Alberta Ltd.

6% EXCHANGEABLE SECURED SUBORDINATED DEBENTURE

US$2,000,000

Due: April 25, 2008

ARTICLE 1
PRINCIPAL SUM

Section 1.1 Principal Sum.

For value received, 1212500 Alberta Ltd. (the “Corporation”) having its head office at #1003, 409 Granville Street, Vancouver, British Columbia, V6C 1T2 (the “Head Office”) hereby promises to pay to the order of the Holder on April 25, 2008 (the “Maturity Date”) the principal sum of TWO MILLION DOLLARS (US$2,000,000) in lawful money of the United States of America upon presentation and surrender of this Debenture at the Head Office of the Corporation or such other place in Toronto, Ontario (Canada) or Vancouver, British Columbia (Canada) as the Corporation may designate by notice in writing to the Holder not less than Ten (10) Business Days prior to the Maturity Date or such other date of surrender as is permitted hereunder.

Section 1.2 Interest.

(1)

The principal sum outstanding from time to time shall bear interest at the rate of 6% per annum, calculated daily on the basis of the actual number of days elapsed in a year of 365 days and payable semi-annually and not in advance, with the first such interest payment being due and payable on October 25, 2006. Interest on overdue interest and on any other amount payable hereunder shall be calculated at the same rate and shall be payable upon demand therefor by the Holder.

(2)

Interest payable hereunder shall be paid, at the option of the Holder, in cash or by the issuance of Common Shares, and shall be payable, and shall continue to accrue, both before and after maturity, default and judgment from and including the date hereof until all indebtedness (including interest) payable hereunder to the Holder has been fully paid and satisfied.

(3)

If the Holder elects, by written notice to the Corporation not less than ten Business Days prior to any particular interest payment date, to receive such interest payment in Common Shares, the Corporation shall deliver to the Holder on such interest payment date, the number of Common Shares that is equal to the accrued and unpaid interest payable to the Holder on such date, divided by the Weighted Average Trading Price (determined as of the date immediately preceding such interest payment date).

-2-

ARTICLE 2
INTERPRETATION

Section 2.1 Definitions.

As used in this Debenture, the following terms have the following meanings:

“Affiliate”has the meaning specified in the Canada Business Corporations Act, as in effect on the date hereof.

“BMG”means Battle Mountain Gold Exploration Corp., a corporation having its head office at One East Liberty Street, Sixth Floor, Suite 9, Reno, Nevada, U.S.A. 89504.

“Bridge Finance Agreement” means the Bridge Finance Agreement dated April 25, 2006 between the Corporation and BMG, as borrowers, and Macquarie, as Bridge Lender.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario (Canada) or Vancouver, British Columbia (Canada).

“Common Shares” means the shares without nominal or par value of BMG designated as common shares in its articles of incorporation, as such shares exist at the commencement of business on this date; provided that in the event of a subdivision, redivision, reduction, combination, consolidation or reclassification, then, subject to adjustments, if any, having been made in accordance with the provisions of Section 6.4, “Common Shares” shall mean the shares resulting from the subdivision, redivision, reduction, combination, consolidation or reclassification, as the case may be.

“Corporate Reorganization” means any transaction whereby all or substantially all of a corporation’s undertaking, property and assets would become the property of any other Person whether by way of arrangement, reorganization, consolidation, amalgamation, merger, continuance under any other jurisdiction of incorporation or otherwise.

“Corporation”has the meaning specified in Section 1.1.

“Event of Default” has the meaning specified in Section 8.1.

“Exchange Price”has the meaning specified in Section 6.1(1).

“GAAP”means, at any time, accounting principles generally accepted in Canada as recommended in the Handbook of the Canadian Institute of Chartered Accountants at the relevant time applied on a consistent basis.

-3-

“Gold Facility Agreement”means the Gold Facility Agreement dated April 25, 2006, between the Corporation, as Facility User, BMG, as guarantor, and Macquarie, as Lender

“Governmental Entity” means any (i) multinational, federal, provincial, state, municipal, local or other government, governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“GSA”means the general security agreement dated the date hereof, executed by BMG in favour of the Holder, together with all amendments, supplements, restatements and replacements thereof at any time and from time to time hereafter.

“Guarantee”means the guarantee and support agreement dated the date hereof, executed by BMG in favour of the Holder.

“Head Office” has the meaning specified in Section 1.1

“Holder”means IAMGold Corporation, and its successors or assigns.

“Instrument”means this Debenture, any of the Transaction Documents or any other agreement or instrument (whether now existing, presently arising or created in the future) delivered by the Corporation to the Holder.

“Lien”means any mortgage, charge, pledge, hypothecation, security interest, assignment, encumbrance, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition that in substance secures payment or performance of an obligation.

“Offering”has the meaning specified in Section 5.1(q).

“Offering Date” has the meaning specified in Section 5.1(q).

“Macquarie”means Macquarie Bank Limited.

“Macquarie Debt”means all indebtedness owing by the Corporation to Macquarie pursuant to the Gold Facility Agreement, the Bridge Finance Agreement, in each case as reduced from time to time in accordance with the terms thereof, and all Hedging Obligations under any Hedging Arrangements (as such terms are defined in the Gold Facility Agreement).

-4-

“Macquarie Security Interest” means all security granted by the Corporation in favour of Macquarie at any time and from time to time to secure the Macquarie Debt.

“Maturity Date”has the meaning specified in Section 1.1.

“Mortgaged Property” means all property and assets of the Corporation that are subject to the Liens created pursuant to Section 3.1.

“Obligations”means all monies now or at any time and from time to time hereafter owing or payable by the Corporation to the Holder and all obligations (whether now existing, presently arising or created in the future) of the Corporation in favour of the Holder, including without limitation, all costs and expenses (including court costs and legal fees and disbursements on a solicitor client basis), if any, incurred or paid by the Holder in connection with any Default or Event of Default or in connection with the enforcement or attempted enforcement of this Debenture or any other Transaction Document, whether direct or indirect, absolute or contingent, matured or not, whether arising from agreement or dealings between the Holder and the Corporation or from any agreement or dealings with any other Person by which the Holder may be or become in any manner whatsoever a creditor or other obligee of the Corporation or however otherwise arising and whether the Corporation is bound alone or with another or others and whether as principal or surety, including monies payable or obligations arising in connection with this Debenture.

“Owned Property” has the meaning specified in Section 4.1(g).

“Permitted Liens” means, in respect of any Person, any one or more of the following:

(a)

Liens for taxes, assessments or governmental charges or levies which are not delinquent or the validity of which is being contested at the time by the Person in good faith by proper legal proceedings if, in the Holder’s opinion, adequate provision has been made for their payment;

(b)

Inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, carriers and others in respect of construction, maintenance, repair or operation of assets of the Person, provided that such Liens are related to obligations not due or delinquent, are not registered against title to any assets of the Person and in respect of which adequate holdbacks are being maintained as required by applicable law or such Liens are being contested in good faith by appropriate proceedings and in respect of which there has been set aside a reserve (segregated to the extent required by GAAP) in an

-5-

adequate amount and provided further that such Liens do not, in the Holder’s opinion, reduce the value of the asset against which such Liens have arisen or materially interfere with the use of such assets in the operation of the business of the Person;

(c)

Easements, rights-of-way, servitudes, restrictions and similar rights in real property comprised in the assets of the Person or interests therein granted or reserved to other Persons, provided that such rights do not, in the Holder’s opinion, reduce the value of the assets against which such rights have been granted or reserved or materially interfere with the use of such assets in the operation of the business of the Person;

(d)

Title defects or irregularities which are of a minor nature and which, in the Holder’s opinion, do not reduce the value of the assets of the Person or materially interfere with their use in the operation of the business of the Person;

(e)

Liens securing appeal bonds and other similar Liens arising in connection with court proceedings (including, without limitation, surety bonds, security for costs of litigation where required by law and letters of credit) or any other instruments serving a similar purpose;

(f)

Attachments, judgments and other similar Liens arising in connection with court proceedings; provided, however, that the Liens are in existence for less than 10 days after their creation or the execution or other enforcement of the Liens is effectively stayed;

(g)

The reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein or in any comparable grant in jurisdictions other than Canada, provided they do not, in the Holder’s opinion, reduce the value of the real property against which they are registered or materially interfere with the use of such real property in the operation of the business of the Person;

(h)

Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or the ownership of the assets of the Person, provided that such Liens do not, in the Holder’s opinion, reduce the value of any asset of the Person or materially interfere with the use of any such asset in the operation of the business of the Person;

(i)

Servicing agreements, development agreements, site plan agreements, and other agreements with Governmental Entities pertaining to the use or development of any of the real property of the Person, provided

-6-

same are complied with and do not in the Holder’s opinion, reduce the value of the subject real property or materially interfere with the use of the real property in the operation of the business of the Person including, without limitation, any obligations to deliver letters of credit and other security as required;

(j)

Applicable municipal and other governmental restrictions, including municipal by-laws and regulations, affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with and do not in the Holder’s opinion, reduce the value of any real property of the Person or materially interfere with the use of the real property in the operation of the business of the Person;

(k)

The right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of the Person, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

(l)

Liens in favour of the Holder; and

(m)

Liens in respect of the Macquarie Debt.

“Person”means an individual, partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity.

“Premises”means any premises owned or occupied by the Corporation from time to time.

“Published Market” means, for a class of securities, a marketplace in which such securities are traded that regularly discloses the prices at which such securities have traded in a publication of general and regular paid circulation or in a form that is broadly distributed by electronic means.

“Receiver”shall include one or more of a receiver, receiver-manager or receiver and manager of all or any part of the Mortgaged Property.

“Security Interest” has the meaning specified in Section 3.3.

“Subordination Agreement” means the Subordination Agreement dated the date hereof between the Holder, the Corporation, BMG and Macquarie.

“Trading Day” means, a day on which at least one trade of 100 shares or more in the Common Shares has occurred on a Published Market.

-7-

“Transaction Documents” means, collectively, this Debenture, the Guarantee, the GSA, the Support Agreement, and all other agreements and other instruments delivered to the Holder (whether now existing or hereafter arising) in connection with the Security Interest granted to the Holder in respect of any Obligations.

“Weighted Average Trading Price” means, for any particular date of determination, the quotient obtained by dividing (i) the aggregate dollar trading values of the Common Shares for the twenty consecutive Trading Days immediately preceding such date of determination, as reported by the Published Market, by (ii) the aggregate number of Common Shares traded on the Published Market during such period of twenty consecutive Trading Days.

Section 2.2 Gender and Number.

Any reference in this Debenture to gender includes all genders and words importing the singular number only include the plural and vice versa.

Section 2.3 Headings, etc.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect the interpretation of this Agreement.

Section 2.4 Currency.

All references in this Debenture to dollars, unless otherwise specifically indicated, are expressed in the currency of the United States of America.

Section 2.5 Certain Phrases, etc.

In this Debenture (i) the words “including” and “includes” mean “including (or includes) without limitation” and the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”, and (ii) in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Section 2.6 Accounting Terms.

All accounting terms not specifically defined in this Debenture shall be interpreted in accordance with GAAP.

Section 2.7 Incorporation of Schedules.

The schedules attached to this Debenture shall, for all purposes of this Debenture, form an integral part of it.

-8-

ARTICLE 3
SECURITY AND SUBORDINATION

Section 3.1 Charge.

(1)

In consideration of the sum of Ten Dollars ($10.00) now paid to the Corporation by the Holder (receipt of which is hereby acknowledged by the Corporation), and to secure the due payment and performance of the Obligations, but subject to the exceptions set forth in Section 3.2, the Corporation grants, assigns, conveys, transfers, mortgages, pledges and charges, as and by way of a floating charge, and grants a security interest in, the whole of the undertaking of the Corporation and all of its property and assets, real and personal, movable and immovable, tangible and intangible, of every nature and kind whatsoever, wheresoever situate, both present and future.

(2)

The Corporation and the Holder acknowledge that (i) value has been given, (ii) the Corporation has rights in the Mortgaged Property (other than after-acquired property), (iii) they have not agreed to postpone the time of attachment of the Security Interest, and (iv) the Corporation has received a duplicate original copy of this Debenture.

Section 3.2 Exceptions as to Leases.

The Security Interest shall not extend or apply to the last day of the term of any lease or sublease or any agreement for a lease or sublease now held or hereafter acquired by the Corporation in respect of real property, but the Corporation shall stand possessed of any such last day upon trust to assign and dispose of it as the Holder may direct. Where the giving of a mortgage, charge and pledge or security interest on any real or personal property held by the Corporation under lease requires the consent of the lessor, the giving of the Security Interest on such property shall not take effect until such consent is obtained or legally dispensed with but the suspension of the effect of the Security Interest on such property shall not affect the Security Interest on any other property of the Corporation.

Section 3.3 Charge Valid Irrespective of Advance of Money.

The mortgages, charges, pledges and security interests hereby created (collectively, the “Security Interest”) shall have effect and be deemed to be effective whether or not the monies or obligations hereby secured or any part thereof shall be owing or in existence before or after or upon the date of this Debenture. The Security Interest shall be at all times rank subordinate to the Macquarie Security Interest, in accordance with the terms of the Subordination Agreement and shall rank prior to or pari passu with all subsequent security interests granted by the Corporation.

Section 3.4 Supplemental Indentures.

The Corporation shall from time to time on demand by the Holder execute and deliver such further deeds or supplemental indentures, which shall thereafter

-9-

form part hereof, for the purpose of mortgaging, charging as and by way of a fixed charge, pledging or securing in favour of the Holder any Mortgaged Property, the description of the Mortgaged Property, for correcting or amplifying the description of any Mortgaged Property or for any other purpose not inconsistent with the terms of this Debenture.

Section 3.5 Continuing Security.

Notwithstanding the principal sum expressed to be payable under this Debenture or the stipulated rate of interest, this Debenture and any other security given with the Holder’s consent in replacement thereof, substitution therefor or in addition thereto shall be held by the Holder as general and continuing security for due payment and performance of all Obligations, including all costs and amounts payable pursuant to this Debenture and interest on the Obligations at the rate or rates applicable thereto. Any and all payments made at any time in respect of the Obligations and the proceeds realized from any securities held therefor (including moneys realized from the enforcement of this Debenture) may be applied (and reapplied from time to time notwithstanding any previous application) to such part or parts of the Obligations as the Holder sees fit. The Holder may hold as additional security any increase or profits or other proceeds realized from the Mortgaged Property (including money) for such period of time as the Holder sees fit. The Corporation shall be accountable for any deficiency and the Holder shall be accountable for any surplus.

Section 3.6 Defeasance.

Provided that if the Corporation, its successors or assigns or any of them, make or cause to be made due payment or performance of all Obligations, without any reduction or abatement, and all taxes, rates, levies, charges or assessments payable by the Corporation upon or in respect of the Mortgaged Property which the Holder shall have paid or shall have been rendered liable to pay, then everything in this Debenture shall be absolutely null and void and the Holder shall on request and at the expense of the Corporation at that time surrender this Debenture to the Corporation, but until that time it shall remain in full force and effect despite the repayment or satisfaction from time to time of the whole or any part of the Obligations.

Section 3.7 Subordination.

The Holder’s rights pursuant to this Debenture are subject to the terms of the Subordination Agreement.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties.

The Corporation represents and warrants to the Holder as follows:

-10-

(a)

Incorporation and Qualification. It is a corporation duly incorporated, organized and validly existing under the laws of the Province of Alberta and is qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which such qualification, licensing or registration is necessary or where failure to be so qualified would have a material adverse effect on its operations, business, properties or financial condition;

(b)

Corporate Power. It has all requisite corporate power and authority to (i) own, lease and operate its properties and assets and to carry on its business as now being conducted by it, and (ii) enter into and perform its obligations under this Debenture;

(c)

Conflict With Other Instruments. The execution and delivery by the Corporation and the performance by it of its obligations under, and compliance with the terms, conditions and provisions of, the Debenture will not (i) conflict with or result in a breach of any of the terms or conditions of (t) its constating documents or by-laws, (u) any applicable law, rule or regulation, (v) any contractual restriction binding on or affecting it or its properties, or (w) any judgment, injunction, determination or award which is binding on it, or (ii) result in, require or permit (x) the imposition of any encumbrance in, on or with respect to any of its assets or property (except in favour of the Holder), (y) the acceleration of the maturity of any debt binding on or affecting the Corporation, or (z) any third party to terminate or acquire rights under any material agreement;

(d)

Corporate Action, Governmental Approvals, etc. The execution and delivery of the Debenture by the Corporation and the performance by the Corporation of its obligations under the Debenture have been duly authorized by all necessary corporate action including, without limitation, the obtaining of all necessary shareholder consents. No authorization, consent, approval, registration, qualification, designation, declaration or filing with any Person, is or was necessary in connection with the execution, delivery and performance of obligations under the Debenture except as are in full force and effect, unamended, at the date of this security agreement;

(e)

Execution and Binding Obligation. This Debenture has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligations of the Corporation enforceable against it in accordance with its terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, arrangement or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies;

-11-

(f)

Authorizations, etc. The Corporation possess all authorizations, permits, consents, registrations and approvals necessary to properly conduct its businesses at full operating capacity and all such authorizations, permits, consents, registrations and approvals are in good standing and in full force and effect;

(g)

Ownership and Use of Property. Except for the Permitted Liens, the Corporation has good and marketable title in fee simple to all its real property (collectively, the “Owned Property”) and good and merchantable title to all the tangible and intangible personal property reflected as assets in its books and records. The Corporation owns, leases or has the lawful right to use all of the assets necessary for the conduct of its business at full operating capacity;

(h)

Ownership of Properties. The Corporation (i) does not own any real property other than the Owned Properties, (ii) is not bound by any agreement to lease any real property, and (iii) has not leased any of its Owned Properties;

(i)

Compliance with Laws. Each of the Owned Properties has been used, and the Corporation is, in compliance with all applicable laws, judgments and orders and rulings, guidelines and decisions having force of law;

(j)

No Default. The Corporation is not in violation of its constating documents, its by-laws or any shareholders’ agreement applicable to it;

(k)

Books and Records. All books and records of the Corporation have been fully, properly and accurately kept and completed and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The Corporation’s books and records and other data and information are available to the Corporation in the ordinary course of its business;

(l)

Tax Liability. The Corporation has filed all tax and information returns which are required to be filed and has paid all taxes, interest and penalties, if any, which have become due pursuant to such returns or pursuant to any assessment received by it other than those in respect of which liability based on such returns is being contesting in good faith and by appropriate proceedings where adequate reserves have been established in accordance with GAAP. Adequate provision for payment has been made for taxes not yet due. There are no tax disputes existing or pending involving the Corporation which could reasonably be expected to have a material adverse effect;

-12-

(m)

Disclosure. There is no fact known to the Corporation which could reasonably be expected to have a material adverse effect on its business, operations, properties or financial condition and which has not been fully disclosed to the Holder. No event has occurred which could be reasonably anticipated to have a material adverse effect since the date of last financial statements delivered to the Holder.

Section 4.2 Survival of Representations and Warranties.

The representations and warranties in this Debenture and in any certificates or documents delivered to the Holder shall not merge in or be prejudiced by and shall survive any advance and shall continue in full force and effect so long as any amounts are owing by the Corporation to the Holder.

ARTICLE 5
COVENANTS

Section 5.1 Affirmative Covenants.

So long as this Debenture remains outstanding, the Corporation shall:

(a)

Pay Certain Debts. Punctually pay and discharge every obligation, the failure to pay or discharge of which might result in any Lien or right of distress, forfeiture, termination or sale or any other remedy being enforced against the Mortgaged Property and provide to the Holder, when required, evidence of such payment and discharge; provided that the Corporation may, on giving the Holder such security (if any) as the Holder may require, refrain from paying or discharging any obligation, the liability for which is being contested in good faith;

(b)

Corporate Existence. Preserve and maintain its corporate existence and all its rights, licences, powers, privileges, franchises and goodwill;

(c)

Comply with Agreement. Observe and perform all of its obligations and under all material agreements to which it is a party or upon or under which any of the Mortgaged Property is held;

(d)

Carry on Business. Carry on and conduct its business in a proper and efficient manner so as to preserve and protect the Mortgaged Property and income therefrom including collecting all accounts receivable in the ordinary course of business;

(e)

Keeping of Books. Keep proper books of record and account, in which full and correct entries of all transactions in relation to its business are made;

-13-

(f)

Compliance With Laws. Comply with the requirements of all applicable laws, judgments, orders, decisions and awards;

(g)

Maintenance of Properties. Make repairs, renewals, replacements, additions and improvements to the Mortgaged Property so that the business may be properly and advantageously conducted at all times in accordance with prudent business management practice;

(h)

Change in Jurisdiction, etc. At least 30 days prior to any of the following changes becoming effective, notify the Holder in writing of (i) any proposed change in the location of any place of business of the Corporation, the chief executive office or head office of the Corporation, any account debtors of the Corporation, and any place where tangible property of the Corporation, is stored, and (ii) any proposed change in the name of the Corporation;

(i)

Pay Taxes. Pay or cause to be paid, when due, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, sales, capital or profit or any other property belonging to it, and all claims which, if unpaid, might by law become a Lien upon the assets, except any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings and in respect of which the Corporation has established adequate reserves in accordance with generally accepted accounting principles or which are Permitted Liens;

(j)

Notification of Default. Advise the Holder immediately upon becoming aware of any Event of Default (as hereinafter defined) and deliver to the Holder upon request a certificate in form and substance satisfactory to the Holder signed by a senior officer certifying that no Event of Default has occurred or, if such is not the case, specifying all Events of Default and their nature and status;

(k)

Auditors. Retain auditors satisfactory to the Holder at all times;

(l)

Protect Security. Promptly cure or cause to be cured any defects in the execution and delivery of this Debenture or any defects in the validity or enforceability of this Debenture and at its expense, execute and deliver or cause to be executed and delivered, all such agreements, instruments and other documents (including the filing of any financing statements or financing change statements) as the Holder may consider necessary or desirable to protect or otherwise perfect the Security Interest;

(m)

Insure. Keep the Mortgaged Property insured in such amounts and against such risks as are consistent with industry standards for similar

-14-

businesses. The Corporation shall, whenever from time to time requested by the Holder, provide the Holder with satisfactory evidence of such insurance;

(n)

Furnish Proofs. Immediately on the happening of any loss or damage furnish or cause to be furnished at its own expense all necessary proofs and do all necessary acts to enable the Holder to obtain payment of the insurance monies, which, in the sole discretion of the Holder, may be applied in reinstating the insured property or be paid to the Corporation or be applied in payment of the monies owing hereunder, whether due or not then due, or paid partly in one way and partly in another;

(o)

Inspection by the Holder. Allow the Holder and its authorized representatives at any reasonable time to enter the premises of the Corporation in order to inspect the Mortgaged Property and the books and records of the Corporation and make extracts therefrom, and permit the Holder or such representatives prompt access to such other persons as the Holder may deem necessary or desirable for the purposes of inspecting or verifying any matters relating to any part of the Mortgaged Property or the books and records of the Corporation;

(p)

Notice of Litigation and Damage. Promptly give written notice together with a detailed explanation to the Holder of (i) all claims or proceedings pending or threatened against the Corporation which may give rise to uninsured liability in excess of $50,000 or which may have a material adverse effect on the business or operations of the Corporation, and (ii) all damage to or loss or destruction of any property comprising part of the Mortgaged Property which may give rise to an insurance claim in excess of $50,000; and

(q)

Use of Proceeds from New Equity Issue. If at any time from time to time after the date hereof BMG completes a debt or equity offering or any combination thereof (an “Offering”) and, on the date on which such Offering is completed (the “Offering Date”) (i) the Macquarie Debt has been repaid in full and (ii) the Weighted Average Trading Price of the Common Shares is less than US$0.60 on such Offering Date, the Corporation shall, at the option of the Holder in its sole discretion, apply an amount equal to the lesser of: (a) that portion of the net proceeds of the Offering that is equal to the outstanding indebtedness under the Debenture and (b) 25% of the net proceeds of such Offering, to the repayment of the outstanding Obligations.

-15-

Section 5.2 Negative Covenants.

So long as any amount owing under the Note remains unpaid, the Corporation shall not:

(a)

Encumbrances. Create, incur, grant, assume or suffer to exist any mortgages, charges or security interests over the Mortgaged Property other than Permitted Liens;

(b)

Disposal of Assets Generally. Remove, destroy, lease, transfer, assign, sell or otherwise dispose of any of any of the Mortgaged Property, except for (i) bona fide dispositions in the ordinary course of business at fair market value, (ii) Mortgaged Property which has no material economic value in the business of the Corporation or is obsolete;

(c)

Financial Year. Change its financial year end;

(d)

Acquire or Change Business. Purchase, establish or acquire in any manner any new business undertaking or make any change in the nature of the Corporation’s business as presently carried on;

(e)

Transactions with Related Parties. Engage in any transactions with Persons not dealing at arm’s length (as defined in the Income Tax Act (Canada)) with the Corporation except in the ordinary course of, and pursuant to the reasonable requirements of, business and at prices and on terms not less favourable to the Corporation than could be obtained in a comparable arm’s length transaction with another Person;

(f)

Distributions. Declare, make, pay or commit to any form of distribution or reduction of the profits of the Corporation or of its capital, including any (i) any dividend (including stock dividends) or other distribution on any present or future shares, (ii) the purchase, redemption or retirement or acquisition any of its shares, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to shareholders, (iv) payment on account of loans made to shareholders of the Corporation, or (v) payment of any bonuses or management fees;

(g)

Share Capital. Create, allot or issue any shares in its capital, or enter into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares or securities convertible into shares of the Corporation, amend its articles or by-laws, change its capital structure or enter into any agreement or make any offer to do so;

-16-

(h)

Subsidiaries. Except for the acquisition of 1210078 Alberta Ltd., incorporate or acquire any subsidiaries or commence to carry on its business, otherwise than through the Corporation; and

(i)

Compromise of Accounts. Compromise or adjust to compromise or adjust any of its accounts receivable (or extend the time for payment thereof) or grant any discounts, allowances or credits, in each case other than in the normal course of business.

ARTICLE 6
EXCHANGE OF DEBENTURE

Section 6.1 Exchange of Debenture into Common Shares.

(1)

Upon and subject to the provisions and conditions of this Article 6, the Holder shall have the right, at its option, at any time on or prior to the Maturity Date to exchange all or any portion of the principal amount of the Debenture, and all or any portion of the interest accrued thereon into fully paid and non-assessable Common Shares at a an exchange price of $0.50 per Common Share, subject to adjustment in accordance with Article 6 hereof (the “Exchange Price”).

(2)

In the case of any reclassification of the Common Shares at any time outstanding (other than any subdivision or consolidation of Common Shares into a greater or lesser number of Common Shares) or change of the Common Shares into other shares, or in case of a Corporate Reorganization of BMG (other than a Corporate Reorganization which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), the Holder shall be entitled to receive upon exchange, and shall accept, in lieu of the number of Common Shares to which it was previously entitled upon such exchange, the kind and amount of shares and other securities or property which the Holder would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date, it had been the registered holder of the number of Common Shares to which it was previously entitled upon exchange. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article 6 with respect to the rights and interests thereafter of the Holder so that the provisions set forth in this Article 6 shall thereafter correspondingly be made applicable as nearly as may be possible in relation to any shares or other securities or property thereafter deliverable upon the exchange of the Debenture. Any such adjustments shall be made by and set forth in a supplemental debenture approved by the [Directors] and the Holder and shall for all purposes be conclusively deemed to be an appropriate adjustment.

-17-

(3)

The Holder of the Debenture of which part only is exchanged shall, upon the exercise of the right of exchange, surrender such Debenture to the Corporation, and the Corporation shall cancel the same and shall forthwith certify and deliver to the Holder a new Debenture in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered.

Section 6.2 Manner of Exercise of Right to Exchange for Common Shares.

The Holder may exercise its rights to exchange by sending to the Corporation at its principal address a notice exercising its right to exchange in accordance with the provisions of this Article 6. Upon receipt of the notice, the Holder shall receive, as soon as practicable thereafter, from the Corporation, a certificate or certificates representing the number of Common Shares into which the Debenture is exchangeable and, if applicable, a cheque for any amount payable under Section 6.5.

Section 6.3 Accrued Interest, etc.

At the time of the exchange, the Holder shall be entitled to receive accrued and unpaid interest on the Debenture up to but excluding the date of such exchange. Common Shares issued upon such exchange shall rank only in respect of dividends declared in favour of shareholders of record on and after the date of exchange or such later date as the Holder becomes the holder of record of Common Shares pursuant to Section 6.2.

Section 6.4 Adjustment of Exchange Price.

(1)

The Exchange Price in effect at any date shall be subject to adjustment from time to time as in this Section 6.4 provided.

(2)

If and whenever BMG shall (i) subdivide or redivide its outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares, (iii) issue any Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend (other than any stock dividends constituting dividends paid in the ordinary course), or (iv) the Corporation shall issue Common Shares at any time that this Debenture is outstanding at a price per Common Share (inclusive of commission or underwriting fee) of less than $0.50, the number of Common Shares which may be acquired pursuant to Section 6.1 on the date of the subdivision, redivision, reduction, combination or consolidation or on the record date for the issue of Common Shares by way of a stock dividend, or on the date any such sale of Common Shares is completed, as the case may be, shall be increased, in the case of the events referred to in (i), (iii) and (iv) above, in the proportion which the number of Common Shares outstanding before the subdivision, redivision or dividend bears to the number of Common Shares outstanding after the subdivision, redivision or dividend, or shall be decreased, in the case of the events referred to in (ii) above, in the proportion which the number of

-18-

Common Shares outstanding before the reduction, combination, or consolidation bears to the number of Common Shares outstanding after the reduction, combination or consolidation. Any issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date fixed for the stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 6.4(2).

(3)

In the case of any reclassification of, or other change in, the outstanding Common Shares other than a subdivision, redivision, reduction, combination or consolidation, or issue of Common Shares at a price that is lower than $0.50 per Common Share, the number of Common Shares which may be acquired pursuant to Section 6.1 shall be adjusted in such manner as the Corporation, with the approval of the Holder, determines to be appropriate on a basis consistent with this Section 6.4.

(4)

The Corporation shall give the Holder not less than 30 days written notice prior to the record date of any proposed dividend or other distribution to holders of Common Shares.

(5)

If any question arises with respect to the adjustments provided in this Section 6.4, such question shall be conclusively determined by a firm of chartered accountants (who may be the Corporation’s Auditors) appointed by the Corporation and acceptable to the Holder. Such chartered accountants shall be given access to all necessary records of the Corporation and their determination shall be binding upon the Corporation and the Holder.

Section 6.5 No Requirement to Deliver Fractional Shares.

The Corporation shall not be required to deliver fractional Common Shares upon the exchange. If any fractional interest in a Common Share would, except for the provisions of this Article 6, be deliverable upon the exchange of the Debenture, the Corporation shall, in lieu of delivering any certificate of fractional interest, satisfy the fractional interest by paying to the Holder an amount of lawful money of the United States of America equal (computed to the nearest whole cent, and one-half of a cent being rounded up) to the principal amount of the Debenture remaining outstanding after so much of the principal amount as may be converted into a whole number of Common Shares has been so converted.

Section 6.6 Certificate as to Adjustment.

The Corporation shall, from time to time immediately after the occurrence of any event which requires an adjustment or re-adjustment as provided in Section 6.4, deliver a Certificate of the Corporation to the Holder specifying the nature of the event requiring the same and the amount of the necessary adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of chartered accountants (who may

-19-

be the Corporation’s Auditors) appointed by the Corporation and acceptable to the Holder and, when approved by the Corporation, shall be conclusive and binding on all parties in interest.

Section 6.7 Notice of Special Matters.

The Corporation shall give notice to the Holder, in the manner provided in Article 9, of any intention of BMG made known to it to fix a record date for any event mentioned in Section 6.4 which may give rise to an adjustment in the number of Common Shares which may be acquired pursuant to Section 6.1, and, in each case, the notice shall specify the particulars of the event and the record date and the effective date for the event; provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days prior to the applicable record date.

ARTICLE 7
REDEMPTION OF DEBENTURE

Section 7.1 Optional Redemption.

The Corporation shall have the right at its option, in the manner hereinafter in this Article 7 provided, to redeem prior to the Maturity Date the whole or from time to time any part of the principal amount of the Debenture upon payment of the principal amount thereof to be redeemed together with unpaid interest accrued thereon to the Redemption Date (such principal amount together with such accrued and unpaid interest constituting the “Redemption Price”). The right of the Corporation to redeem the Debenture shall only be applicable where the Weighted Average Trading Price of the Common Shares is below US$0.60 per Common Share.

Section 7.2 Places of Payment.

The Redemption Price of the Debenture shall be payable upon presentment and surrender thereof at the place where the principal of such Debenture is expressed to be payable and at such other places, if any, as may be specified in the notice of redemption.

Section 7.3 Partial Redemption.

The Holder of the Debenture shall, upon presentment of such Debenture and receipt of the moneys payable to the Holder by reason of such partial redemption, surrender such Debenture to the Corporation and the Corporation shall cancel the same and shall forthwith certify and deliver to the Holder a new Debenture in an aggregate principal amount equal to the unredeemed part of the principal amount of the Debenture so surrendered.

-20-

Section 7.4 Notice of Redemption.

Notice of redemption of the Debenture shall be given to the Holder by the Corporation not less than 30 days and not more than 60 days prior to the applicable Redemption Date, in the manner provided in Section 10.5. Such notice shall specify the aggregate principal amount of the Debenture, the Redemption Date, the Redemption Price and the place of payment and shall state that interest upon the principal amount of the Debenture shall cease to be payable from and after the Redemption Date and that the right, if any, to convert the principal of the Debenture to be so redeemed will terminate and expire at 4:00 p.m. (Toronto time) on the Business Day immediately preceding the Redemption Date unless the Corporation shall default in the payment of the Redemption Price for the Debenture.

Section 7.5 Payment of Redemption Price.

Upon notice being given in accordance with Section 7.4, the Redemption Price in respect of the Debenture shall be and become due and payable on the Redemption Date and with the same effect as if it were the Maturity Date specified in such Debenture, anything therein or herein to the contrary notwithstanding and, from and after such Redemption Date, if the moneys necessary to redeem the Debenture shall have been deposited as hereinafter provided interest upon the principal amounts so becoming due and payable shall cease to accrue and the Debenture shall not be considered as outstanding hereunder.

Section 7.6 Cancellation of Retired Debenture.

Subject to the provisions of Section 7.3 as to where the Debenture is redeemed in part, the Debenture redeemed in whole or in part under the provisions of this Article 7 shall be forthwith delivered to and cancelled by the Trustee.

ARTICLE 8
EVENTS OF DEFAULT

Section 8.1 Events of Default.

The occurrence of any of the following events shall constitute an “Event of Default” under this Debenture:

(a)

If the Corporation fails to pay any principal, interest or other amounts payable under this Debenture when such amounts become due and payable;

(b)

If any representation or warranty made or deemed to be made by the Corporation or BMG in this Debenture, any other Transaction Document or in any certificate, statement or report furnished in connection therewith is found to be false or incorrect in any way so as to make it materially misleading when made or deemed to be made;

-21-

(c)

If the Corporation fails to perform, observe or comply with any covenants contained in Section 5.1 or Section 5.2 or Article 6, or BMG fails to perform, observe or comply with any covenants in the Guarantee, the GSA or the Support Agreement;

(d)

If the Corporation fails to perform, observe or comply with any other term, covenant or agreement contained in this Debenture and such failure remains unremedied for 10 days;

(e)

If Corporation fails to pay the principal of, or premium or interest on, any of its debt (other than this Debenture) which is outstanding in an aggregate principal amount exceeding $50,000 when such amount becomes due and payable (whether by scheduled maturity, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to the debt without waiver of failure by the holder of the debt; or any other event occurs or condition exists and continues after the applicable grace period, if any, specified in any agreement relating to any such debt without waiver by the holder of the debt, if its effect is to accelerate, or permit the acceleration of the debt; or any such debt shall be declared to be due and payable prior to its stated maturity and the declaration has not been rescinded by the holder of the debt;

(f)

If any judgment or order for the payment of money in excess of $50,000 is rendered against the Corporation and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order, or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(g)

If the Corporation (i) becomes insolvent or generally not able to pay its debts as they become due, (ii) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors, (iii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or arrangement or other corporate proceeding involving or affecting its creditors, or (z) the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of

-22-

30 days, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs, or (iv) takes any corporate action to authorize any of the above actions; or

(h)

If any financial statement provided by the Corporation to the Holder is false or misleading in any material respect.

Section 8.2 Consequences of an Event of Default.

Upon the occurrence of any Event of Default, all Obligations and all monies secured hereby shall at the option of the Holder become forthwith due and payable and all of the rights and remedies hereby conferred in respect of the Mortgaged Property shall become immediately enforceable and any and all additional and collateral securities for payment of this Debenture shall become immediately enforceable. In addition, upon and subject to the manner of exercise set out in Section 6.2 of this Debenture, the Holder shall have the right to exchange all or any portion of the principal amount of the Debenture, and all or any portion of the interest accrued thereon into fully paid and non-assessable Common Shares at a exchange price which will be the lower of US$0.60 and the Weighted Average Trading Price per Common Share.

ARTICLE 9
ENFORCEMENT

Section 9.1 Remedies.

Whenever the Security Interest has become enforceable, the Holder may realize upon the Mortgaged Property and enforce its rights by:

(a)

Entry onto any premises where Mortgaged Property consisting of tangible personal property may be located;

(b)

Entry into possession of the Mortgaged Property by any method permitted by law;

(c)

Sale or lease of all or any part of the Mortgaged Property;

(d)

Collection of any proceeds arising in respect of the Mortgaged Property;

(e)

Collection, realization or sale of, or other dealing with, the accounts;

(f)

Appointment by instrument in writing of a receiver (which term as used in this security agreement includes a receiver and manager) or

-23-

agent of all or any part of the Mortgaged Property and removal or replacement from time to time of any receiver or agent;

(g)

Institution of proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Mortgaged Property;

(h)

Institution of proceedings in any court of competent jurisdiction for sale or foreclosure of all or any part of the Mortgaged Property;

(i)

Filing of proofs of claim and other documents to establish claims to the Mortgaged Property in any proceeding relating to the Corporation; and

(j)

Any other remedy or proceeding authorized or permitted under the Personal Property Security Act (British Columbia) or otherwise by law or equity.

Such remedies may be exercised from time to time separately or in combination and are in addition to, and not in substitution for, any other rights of the Holder however created. The Holder shall not be bound to exercise any right or remedy, and the exercise of rights and remedies shall be without prejudice to the rights of the Holder in respect of the Obligations including the right to claim for any deficiency.

Section 9.2 Additional Rights.

In addition to the remedies set forth in Section 9.2, the Holder may, whenever the Security Interest has become enforceable:

(a)

Require the Corporation, at the Corporation’s expense, to assemble the Mortgaged Property at a place or places designated by notice in writing and the Corporation agrees to so assemble the Mortgaged Property;

(b)

Require the Corporation, by notice in writing, to disclose to the Holder the location or locations of the Mortgaged Property and the Corporation agrees to make such disclosure when so required;

(c)

Repair, process, modify, complete or otherwise deal with the Mortgaged Property and prepare for the disposition of the Mortgaged Property, whether on the premises of the Corporation or otherwise;

(d)

Carry on all or any part of the business of the Corporation and, to the exclusion of all others including the Corporation, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Corporation for such time as the Holder sees fit, free of charge, and the Holder shall not be liable to the Corporation for any

-24-

act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;

(e)

Borrow for the purpose of carrying on the business of the Corporation or for the maintenance, preservation or protection of the Mortgaged Property and grant a security interest in the Mortgaged Property, whether or not in priority to the Security Interest, to secure repayment; and

(f)

Commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Mortgaged Property, and give good and valid receipts and discharges in respect of the Mortgaged Property and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Corporation.

Section 9.3 Receiver’s Powers.

(1)

Any receiver appointed by the Holder shall be vested with the rights and remedies which could have been exercised by the Holder in respect of the Corporation or the Mortgaged Property and such other powers and discretions as are granted in the instrument of appointment and any supplemental instruments. The identity of the receiver, its replacement and its remuneration shall be within the sole and unfettered discretion of the Holder.

(2)

Any receiver appointed by the Holder shall act as agent for the Holder for the purposes of taking possession of the Mortgaged Property, but otherwise and for all other purposes (except as provided below), as agent for the Corporation. The receiver may sell, lease, or otherwise dispose of Mortgaged Property as agent for the Corporation or as agent for the Holder as the Holder may determine in its discretion. The Corporation agrees to ratify and confirm all actions of the receiver acting as agent for the Corporation, and to release and indemnify the receiver in respect of all such actions.

(3)

The Holder, in appointing or refraining from appointing any receiver, shall not incur liability to the receiver, the Corporation or otherwise and shall not be responsible for any misconduct or negligence of such receiver.

Section 9.4 Appointment of Attorney.

The Corporation irrevocably appoints the Holder (and any of its officers) as attorney of the Corporation (with full power of substitution) to do, make and execute, in the name of and on behalf of the Corporation, upon the occurrence and during the continuance of an Event of Default all such further acts, documents,

-25-

matters and things which the Holder may deem necessary or advisable to accomplish the purposes of this security agreement including the execution, endorsement and delivery of documents and any notices, receipts, assignments or verifications of the accounts. All acts of the attorney are ratified and approved, and the attorney shall not be liable for any act, failure to act or any other matter or thing, except for its own gross negligence or wilful misconduct.

Section 9.5 Dealing with the Mortgaged Property.

(1)

The Holder shall not be obliged to exhaust its recourse against the Corporation or any other person or against any other security it may hold in respect of the Obligations before realizing upon or otherwise dealing with the Mortgaged Property in such manner as the Holder may consider desirable.

(2)

The Holder may grant extensions or other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Corporation and with other persons, sureties or securities as it may see fit without prejudice to the Obligations, the liability of the Corporation or the rights of the Holder in respect of the Mortgaged Property.

(3)

Except as otherwise provided by law or this Debenture, the Holder shall not be (i) liable or accountable for any failure to collect, realize or obtain payment in respect of the Mortgaged Property, (ii) bound to institute proceedings for the purpose of collecting, enforcing, realizing or obtaining payment of the Mortgaged Property or for the purpose of preserving any rights of any persons in respect of the Mortgaged Property, (iii) responsible for any loss occasioned by any sale or other dealing with the Mortgaged Property or by the retention of or failure to sell or otherwise deal with the Mortgaged Property, or (iv) bound to protect the Mortgaged Property from depreciating in value or becoming worthless.

Section 9.6 Standards of Sale.

Without prejudice to the ability of the Holder to dispose of the Mortgaged Property in any manner which is commercially reasonable, the Corporation acknowledges that:

(a)

Mortgaged Property may be disposed of in whole or in part;

(b)

Mortgaged Property may be disposed of by public auction, public tender or private contract, with or without advertising and without any other formality;

(c)

Any assignee of such Mortgaged Property may be a customer of the Holder;

-26-

(d)

A disposition of Mortgaged Property may be on such terms and conditions as to credit or otherwise as the Holder, in its sole discretion, may deem advantageous; and

(e)

The Holder may establish an upset or reserve bid or price in respect of Mortgaged Property.

Section 9.7 Dealings by Third Parties.

(1)

No person dealing with the Holder, or an agent or receiver shall be required to determine (i) whether the Security Interest has become enforceable, (ii) whether the powers which such person is purporting to exercise have become exercisable, (iii) whether any money remains due to the Holder by the Corporation, (iv) the necessity or expediency of the stipulations and conditions subject to which any sale or lease is made, (v) the propriety or regularity of any sale or other dealing by the Agent or any Holder with the Mortgaged Property, or (vi) how any money paid to the Agent or Holder has been applied.

(2)

Any purchaser of all or any part of the Mortgaged Property from the Holder or any receiver or agent shall hold the Mortgaged Property absolutely, free from any claim or right of whatever kind, including any equity of redemption, of the Corporation, which it specifically waives (to the fullest extent permitted by law) as against any such purchaser together with all rights of redemption, stay or appraisal which the Corporation has or may have under any rule of law or statute now existing or hereafter adopted.

ARTICLE 10
MISCELLANEOUS

Section 10.1 Waiver.

(1)

No amendment or waiver of any provision of this Debenture, nor consent to any departure by the Corporation or any other Person from such provisions, is effective unless in writing and approved by the Holder. Any amendment, waiver or consent is effective only in the specific instance and for the specific purpose for which it was given.

(2)

No failure on the part of the Holder to exercise, and no delay in exercising, any right under this Debenture shall operate as a waiver of such right; nor shall any single or partial exercise of any right under this Debenture preclude any other or further exercise of such right or the exercise of any other right.

Section 10.2 Other Securities.

The rights of the Holder shall not be prejudiced nor shall the liabilities of the Corporation or of any other person be reduced in any way by the taking of any

-27-

other security of any nature or kind whatsoever either before, at or after the time of execution of this Debenture.

Section 10.3 Power of Attorney.

The Corporation irrevocably appoints the Holder and its officers from time to time or any of them to be the attorneys of the Corporation in the name of and on behalf of the Corporation to execute, from and after the occurrence of an Event of Default which is continuing, such deeds, transfers, conveyances, assignments, assurances and things which the Corporation ought to execute and do under the covenants and provisions herein contained and generally to use the name of the Corporation in the exercise of all or any of the powers hereby conferred on the Holder.

Section 10.4 Holder May Remedy Default.

If the Corporation fails to do anything hereby required to be done by it the Holder may, but shall not be obliged to, do such thing and all sums thereby expended by the Holder shall be payable forthwith by the Corporation, shall be secured hereby and shall have the benefit of the lien hereby created, but no such performance by the Holder shall be deemed to relieve the Corporation from any default hereunder.

Section 10.5 Notices, etc.

Any notice, direction or other communication to be given under this Debenture shall, except as otherwise permitted, be in writing and given by delivering it or sending it by facsimile or other similar form of recorded communication addressed:

(a)

to the Corporation at:

#1003, 409 Granville St.
Vancouver, B.C.
V6C 1T2
Attention: President
Facsimile: (604) 687-4655

(b)

to the Holder at:

220 Bay Street
5th Floor
Toronto, Ontario
Canada M5J 2W4

Attention: Grant Edey

-28-

Facsimile: (416) 360-4750

Any such communication shall be deemed to have been validly and effectively given if (i) personally delivered, on the date of such delivery if such date is a Business Day and such delivery was made prior to 4:00 p.m. (Toronto time), otherwise on the next Business Day, (ii) transmitted by facsimile or similar means of recorded communication on the Business Day following the date of transmission. Any party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to the party at its changed address.

Section 10.6 Severability.

If any provision of this Debenture is deemed by any court of competent jurisdiction to be invalid or void, the remaining provisions shall remain in full force and effect.

Section 10.7 Indemnification.

The Corporation agrees to indemnify the Holder from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (except by reason of the gross negligence or wilful misconduct of the Holder or any of its employees or a material breach by the Holder of any of its covenants contained herein) which may be imposed on, incurred by, or asserted against the Holder and arising by reason of any action (including any action referred to herein) or inaction or omission to do any act legally required of the Corporation.

Section 10.8 Successors and Assigns, etc.

This Debenture may be assigned by the Holder with the consent of the Corporation, not to be unreasonably withheld. This Debenture and all its provisions shall enure to the benefit of the Holder, its successors and assigns and shall be binding upon the Corporation, its successors and assigns. The Holder is the person entitled to receive the money payable hereunder and to give a discharge hereof. Presentment, notice of dishonour, protest and notice of protest hereof are hereby waived.

Section 10.9 Expenses.

All reasonable legal and accounting expenses incurred by the Holder, or the Corporation in connection with the transactions contemplated in this Debenture shall be paid by the Corporation.

Section 10.10 Governing Law.

This Debenture shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

-29-

Section 10.11 Counterparts.

This Debenture may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY

IN WITNESS WHEREOF the parties have executed this Agreement.

1212500 ALBERTA LTD.

By:  ____________________________________
       Authorized Signing Officer

By:  ____________________________________
       Authorized Signing Officer

IAMGOLD CORPORATION

By:  ____________________________________
       Authorized Signing Officer

By:  ____________________________________
       Authorized Signing Officer

EX-3 5 ex_3.htm

EXHIBIT 3

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 25, 2006, by and between BATTLE MOUNTAIN GOLD EXPLORATION CORP., a corporation organized under the laws of the State of Nevada (the “Company”), and IAMGOLD CORPORATION, a corporation incorporated under the laws of Canada (the “Investor”).

The Company and the Investor have agreed on the terms and subject to the conditions set forth in the Share Purchase Agreement of even date herewith (the “Share Purchase Agreement”), to issue and sell to the Investor or its affiliates an aggregate of up to 18,000,000 shares (the “Issued Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

In order to induce the Investor to enter into the Share Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”), and under applicable state securities laws. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Share Purchase Agreement.

In consideration of the Investor entering into the Share Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

For purposes of this Agreement, the following terms shall have the meanings specified:

(a)

“Business Day” means any day on which the New York Stock Exchange and commercial banks in the city of New York are open for business;

(b)

“Commission” means the United States Securities and Exchange Commission and any successor thereto;

(c)

“Closing Date” has the meaning specified in the Share Purchase Agreement;

(d)

“Effective Date” means the date on which the Registration Statement is declared effective by the Commission;

(e)

“Excluded Registration” means a registration relating solely to any one or more of the following: (i) a Rule 145 transaction under the Securities Act on Form S-4 or any similar forms which may be promulgated in the future, (ii) an offering solely to employees, in connection with an employee benefit, option or purchase plan or otherwise; or (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities;

(f)

“Register”, “registered” and “registration” and like terms refer to a registration of the

Issued Shares effected by preparing and filing a registration statement or statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act (“Rule 415”) or any successor rule providing for the offering of securities on a continuous or delayed basis (the “Registration Statement”), and the declaration or ordering of effectiveness of the Registration Statement by the Commission; and

(g)

“Registrable Securities” means the Issued Shares and any shares of capital stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in respect of the Issued Shares.

2. PIGGYBACK REGISTRATION

(a) If at any time or from time to time the Company proposes to register any of its equity securities, either for its own account or the account of a security holder or holders, other than in an Excluded Registration, the Company will:

(i) promptly, and in any event within 2 Business Days, give written notice of the proposed registration to the Investor; and

(ii) include in that registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) and in any underwriting involved in the registration, all of the Registrable Securities of the Investor specified in a written request received by the Corporation within 10 Business Days after the Investor’s receipt of the written notice from the Company

(b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company will so advise the Investor as part of the written notice given under paragraph 2(a)(i) that the right of the Investor to registration under paragraph 2(a) will be conditioned upon the Investor’s participation in those underwriting arrangements. If the Investor intends to distribute its Registrable Securities through the underwriting it will (together with the Company and any other stockholders distributing their securities through that underwriting) enter into an underwriting agreement in customary form with the underwriters selected by the Company, acting reasonably. The Investor may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, also be made to and for the benefit of the Investor. The Investor shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding title to and liens affecting the Registrable Securities, the Investor’s intended method of distribution and any other representation required by law. Despite any other provision of this paragraph 2(b), if the lead underwriter advises the Company in writing that marketing factors require a limit on the number of securities to be underwritten, then the Company will advise all persons distributing

-2-

their securities through such underwriting of this exclusion and the number of Registrable Securities, and other securities that may be included in the registration and underwriting, will be allocated among the persons distributing their securities in proportion, as nearly as practicable, to the respective number of Registrable Securities and other Common Shares held by that persons and the other persons at the time of filing such Registration Statement. To facilitate this allocation, the Company or the underwriters may round the number of securities allocated to any person to the nearest one hundred (100) securities. The Registrable Securities excluded from the offering shall be withheld from the market by the Investor for a period that the lead underwriter reasonably determines is necessary to effect the offering, but in no event longer than 120 days.

(c) If the Investor disapproves of the terms of the underwriting it may withdraw from the underwriting by written notice to the Company and the lead underwriter. The Registrable Securities withdrawn will also be withdrawn from registration, and those Registrable Securities will continue to be subject to the terms of this Agreement, including, for greater certainty, section 3.

3. MANDATORY REGISTRATION.

(a) If the Company has not Registered the Registrable Securities of the Investor pursuant Section 2 hereof within 270 days of the date hereof, to the Company shall then promptly prepare and file with the Commission a Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), as a “shelf” registration statement under Rule 415 covering the resale of the number of shares of Registrable Securities equal to the number of Issued Shares. The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required in order to prevent dilution resulting from stock splits, stock dividends or similar events.

(b) The Company shall use its best efforts to cause the Registration Statement to become effective as soon as practicable following the filing thereof. The Company shall respond promptly to any and all comments made by the staff of the Commission on the Registration Statement, and shall submit to the Commission a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request promptly after the Company learns that no review of the Registration Statement will be made by the staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, as the case may be. The Company shall maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date on which all of the Registrable Securities have been sold pursuant to either the Registration Statement or Rule 144 under the Securities Act, and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Investor) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by the Investor thereof at a given time (the period beginning on the Closing Date and ending on the earlier to occur of (i) or (ii) above being referred to herein as the “Registration Period”).

-3-

(c) No more than one time in any twelve (12) month period for an aggregate of not more than thirty (30) days, the Company may delay the disclosure of material non-public information concerning the Company, by suspending the use of any prospectus included in any Registration Statement contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company as evidenced in writing, in the best interests of the Company (an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Investor in writing of the existence of (but in no event, without the prior written consent of the Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, and (b) advise the Investor in writing to cease all sales under the Registration Statement until the end of the Allowed Delay. Notwithstanding the foregoing, the Company may suspend the use of a prospectus as a result of an Allowed Delay no more than three (3) times.

(d) In the event of a registration by the Company involving the offering and sale by the Company of equity securities or securities convertible into or exchangeable for its equity securities, the Investor agrees, if requested by the Company (or, in the case of an underwritten offering, by the managing underwriter), not to effect any public sale or distribution (excluding any sale pursuant to Rule 144 or Regulation S under the Securities Act) of any securities (except, in each case, as part of the applicable registration, if permitted), which securities are the same as or similar to those being registered in connection with such registration, or which are convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before, and ending ninety (90) days (or such lesser period as may be permitted by the Company or such managing underwriter) after, the effective date of the registration statement filed in connection with such registration, to the extent the Investor is notified in writing by the Company or the managing underwriter at least thirty (30) days prior to the filing of the registration statement for such registration; provided, however, that such restriction shall apply to the Investor only if it beneficially owns five per cent (5%) or more (on a fully converted basis) of the then issued Issued Shares at the date of such request.

4. OBLIGATIONS OF THE COMPANY.

In addition to performing its obligations hereunder, including without limitation those pursuant to paragraphs 3(a) and 3(b) above, the Company shall:

(a) use its best efforts to cause the Registration Statement to become effective and use its best efforts to remain continuously effective during the Registration Period;

(b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act or to maintain the effectiveness of the Registration Statement during the Registration Period, or as may be reasonably requested by the Investor in order to incorporate information concerning the Investor or the Investor’s intended method of distribution;

-4-

(c) promptly secure the listing of all shares of Common Stock (including the Registrable Securities) on the Toronto Stock Exchange or the TSX-Venture Exchange or the American Stock Exchange;

(d) provide copies to and permit counsel designated by the Investor to review each Registration Statement, all amendments and supplements thereto and all correspondence with the Commission related thereto no fewer than three (3) Business Days prior to their filing with the Commission and not file any document to which such counsel reasonably objects;

(e) furnish to the Investor such number of copies of the prospectus included in such Registration Statement, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate the disposition of the Investor’s Registrable Securities;

(f) use all commercially reasonable efforts to register or qualify the Registrable Securities under the securities or “blue sky” laws of such jurisdictions within the United States as shall be reasonably requested from time to time by the Investor, and do any and all other acts or things which may be necessary or advisable to enable the Investor to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction;

(g) notify the Investor immediately upon the occurrence of any event, as a result of which, the prospectus included in such Registration Statement, as then in effect, contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and as promptly as practicable, prepare, file and furnish to the Investor a reasonable number of copies of a supplement or an amendment to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(h) use all commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of such Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify the Investor of the issuance of such order and the resolution thereof;

(i) furnish to the Investor, on the date that such Registration Statement becomes effective, (x) a letter, dated such date, of outside counsel representing the Company (and reasonably acceptable to the Investor) addressed to the Investor, confirming the effectiveness of the Registration Statement and, to the knowledge of such counsel, the absence of any stop order, and (y) in the case of either an underwriting or an agency transaction, (A) an opinion addressed to the

-5-

Investor, dated such date, of such outside counsel, in such form and substance as is required to be given to either the underwriters or the agents as applicable, and (B) a letter addressed to the Investor, dated such date, from the Company’s independent certified public accountants, in such form and substance as is required to be given by the Company’s independent certified public accountants to such underwriters or agents;

(j) provide the Investor and its representatives the opportunity to conduct a reasonable inquiry of the Company’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which the Investor may reasonably request in order to facilitate the Investor’s internal due diligence review; and

(k) with a view to making available to the Investor the benefits of Rule 144 (or any successor rule) under the Securities Act and any other rule or regulation of the Commission that may at any time permit the Investor to sell Registrable Securities to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (iii) furnish to the Investor upon request, as long as such person owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent annual report on Form 10-K or 10-KSB (or such other form then available to the Company), and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the Commission that permits the selling of any such Registrable Securities without registration.

5. OBLIGATIONS OF THE INVESTOR.

In connection with the registration of the Registrable Securities pursuant to the Registration Statement, the Investor shall:

(a) furnish to the Company in writing such information regarding itself and the intended method of disposition of Registrable Securities as the Company shall reasonably request in order to effect the registration thereof;

(b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(g) or 4(h), immediately discontinue any sale or other disposition of Registrable Securities pursuant to the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(g) or withdrawal of the stop order referred to in paragraph 4(h);

-6-

(d) notify the Company when the amount of Registrable Securities it holds is below the threshold established in Rule 144(e) promulgated pursuant to the Securities Act; and

(e) promptly notify the Company in the event that any information supplied by the Investor in writing for inclusion in the Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing.

6. INDEMNIFICATION.

(a) To the extent permitted by law, the Company shall indemnify and hold harmless the Investor, the officers, directors, employees, agents and representatives of the Investor, and each person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, liabilities or reasonable out-of-pocket expenses (whether joint or several) (collectively, including legal or other expenses reasonably incurred in connection with investigating or defending same, “Losses”), insofar as any such Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Subject to the provisions of paragraph 6(c) below, the Company will reimburse the Investor, and each such officer, director, employee, agent, representative or controlling person for any legal or other expenses as reasonably incurred by any such entity or person in connection with investigating or defending any Loss; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be obligated to indemnify any person for any Loss to the extent that such Loss arises out of or is based upon and in conformity with written information furnished by such person expressly for use in such Registration Statement; and provided, further, that the Company shall not be required to indemnify any person to the extent that any Loss results from such person selling Registrable Securities (A) to a person to whom there was not sent or given, at or prior to the written confirmation of the sale of such shares, a copy of the prospectus, as most recently amended or supplemented, if the Company has previously furnished or made available copies thereof or (B) during any period following written notice by the Company to the Investor of an event described in Section 4(g) or 4(h).

(b) To the extent permitted by law, the Investor named in such Registration Statement as a selling shareholder shall indemnify and hold harmless the Company, the officers, directors, employees, agents and representatives of the Company, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any Losses to the extent (and only to the extent) that any such Losses are based upon and in conformity with written information furnished by the Investor expressly for use in such Registration Statement; and the

-7-

Investor will reimburse any legal or other expenses as reasonably incurred by the Company and any such officer, director, employee, agent, representative, or controlling person, in connection with investigating or defending any such Loss; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, that, in no event shall any indemnity under this subsection 6(b) exceed the net proceeds resulting from the sale of the Registrable Securities sold by the Purchaser under the Registration Statement.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, to the extent prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 6 with respect to such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 6 or with respect to any other action unless the indemnifying party is materially prejudiced as a result of not receiving such notice.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable or insufficient to hold harmless an indemnified party for any reason, the Company and the Investor agree, severally and not jointly, to contribute to the aggregate Losses to which the Company or the Investor may be subject in such proportion as is appropriate to reflect the relative fault of the Company and the Investor in connection with the statements or omissions which resulted in such Losses; provided, however, that in no case shall the Investor be responsible for any amount in excess of the proceeds resulting from the sale of the Registrable Securities sold by it under the Registration Statement. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company or by the Investor. The Company and the Investor agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person who controls the Investor within the meaning of either the Securities Act or the Exchange Act and each officer, director, employee, agent or representative of the Investor shall have the same rights to contribution as the Investor, and each person who controls the Company within the meaning of either the Securities Act

-8-

or the Exchange Act and each officer, director, employee, agent or representative of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

(e) The obligations of the Company and the Investor under this Section 6 shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement.

7. MISCELLANEOUS.

(a) Expenses of Registration. All expenses, other than fees and expenses of counsel of the Investor in excess of $25,000, incurred in connection with the registrations, filings or qualifications described herein, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, the fees and disbursements of counsel for the Company, and the fees and disbursements incurred in connection with the opinion and letter described in paragraph 4(i) hereof, shall be borne by the Company.

(b) Amendment; Waiver. Any provision of this Agreement may be amended or waived only pursuant to a written instrument executed by the Company and agreed to in writing by the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the Investor and the Company. The failure of any party to exercise any right or remedy under this Agreement or otherwise, or the delay by any party in exercising such right or remedy, shall not operate as a waiver thereof.

(c) Notices. Any notice, demand or request required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing and shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 5:00 p.m., eastern time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the day actually received after deposit in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), addressed to the parties as follows:

If to the Company:

Battle Mountain Gold Exploration Corp.
One East Liberty Street
Sixth Floor, Suite 9
Reno, Nevada 89504
Attn: Mark Kucher

Tel: (775) 686-6081
Fax: (775) 686-6066

-9-

If to the Investor:

IAMGold Corporation 220 Bay Street, Fifth Floor
Toronto, Ontario M5J 2W4
Canada
Attn: Grant Edey

Tel: (416) 360-4710
Fax: (416) 360-4750

(d) Termination. This Agreement shall terminate on the last day of the Registration Period, but such termination shall be without prejudice to (i) the parties’ rights and obligations arising from breaches of this Agreement occurring prior to such termination and (ii) the indemnification and contribution obligations under this Agreement.

(e) Assignment. Upon the transfer of the Registrable Securities by the Investor, the rights of the Investor hereunder with respect to the Investor (or part thereof) or securities so transferred shall be assigned automatically to the transferee thereof as long as: (i) the Company is, within a reasonable period of time following such transfer, furnished with written notice of the name and address of such transferee, (ii) the transferee agrees in writing with the Company to be bound by all of the provisions hereof and (iii) such transfer is made in accordance with the applicable requirements of the Share Purchase Agreement, as the case may be; provided, however, that the registration rights granted in this Agreement shall not be transferred to any person or entity that receives the Registrable Securities pursuant to an effective registration statement under the Securities Act or pursuant to a transaction under Rule 144 or any successor provision thereto.

(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument. This Agreement, once executed by a party, may be delivered to any other party hereto by facsimile transmission.

(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof.

[Remainder of Page Intentionally Left Blank]

-10-

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first-above written.

BATTLE MOUNTAIN GOLD
EXPLORATION CORP.

By:  __________________________
       Name:
       Title:

IAMGOLD CORPORATION

By:  __________________________
       Name:
       Title:

-----END PRIVACY-ENHANCED MESSAGE-----

SCHEDULE 13D

SIGNATURE

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF IAMGOLD CORPORATION

AMENDED AND RESTATED SHARE PURCHASE AGREEMENT

Section 1 Defined Terms.

Section 2 Purchase and Sale.

Section 3 Purchase Price.

Section 4 Vendor’s Representations and Warranties.

Section 5 Purchasers Representations and Warranties.

Section 6 Conditions of Closing.

Section 7 Closing.

Section 8 Deliveries.

Section 9 Survival of Covenants, Representations and Warranties.

Section 10 Time of the Essence.

Section 11 Enurement.

Section 12 Entire Agreement.

Section 13 Waiver.

Section 14 Further Assurances.

Section 15 Severability.

Section 16 Governing Law.

Section 17 Public Announcements.

Section 18 Notices, etc.

Section 19 Counterparts.

Section 20 No Novation.

SCHEDULE “A” PRINCIPAL ASSETS OF NEWCO CANADA AND NEWCO BARBADOS

SCHEDULE “B”

DEBENTURE

SCHEDULE “C”

REGISTRATION RIGHTS AGREEMENT

1212500 Alberta Ltd.

6% EXCHANGEABLE SECURED SUBORDINATED DEBENTURE

Section 1.1 Principal Sum.

Section 1.2 Interest.

Section 2.1 Definitions.

Section 2.2 Gender and Number.

Section 2.3 Headings, etc.

Section 2.4 Currency.

Section 2.5 Certain Phrases, etc.

Section 2.6 Accounting Terms.

Section 2.7 Incorporation of Schedules.

Section 3.1 Charge.

Section 3.2 Exceptions as to Leases.

Section 3.3 Charge Valid Irrespective of Advance of Money.

Section 3.4 Supplemental Indentures.

Section 3.5 Continuing Security.

Section 3.6 Defeasance.

Section 3.7 Subordination.

Section 4.1 Representations and Warranties.

Section 4.2 Survival of Representations and Warranties.

Section 5.1 Affirmative Covenants.

Section 5.2 Negative Covenants.

Section 6.1 Exchange of Debenture into Common Shares.

Section 6.2 Manner of Exercise of Right to Exchange for Common Shares.

Section 6.3 Accrued Interest, etc.

Section 6.4 Adjustment of Exchange Price.

Section 6.5 No Requirement to Deliver Fractional Shares.

Section 6.6 Certificate as to Adjustment.

Section 6.7 Notice of Special Matters.

Section 7.1 Optional Redemption.

Section 7.2 Places of Payment.

Section 7.3 Partial Redemption.

Section 7.4 Notice of Redemption.

Section 7.5 Payment of Redemption Price.

Section 7.6 Cancellation of Retired Debenture.

Section 8.1 Events of Default.

Section 8.2 Consequences of an Event of Default.

Section 9.1 Remedies.

Section 9.2 Additional Rights.

Section 9.3 Receiver’s Powers.

Section 9.4 Appointment of Attorney.

Section 9.5 Dealing with the Mortgaged Property.

Section 9.6 Standards of Sale.

Section 9.7 Dealings by Third Parties.

Section 10.1 Waiver.

Section 10.2 Other Securities.

Section 10.3 Power of Attorney.

Section 10.4 Holder May Remedy Default.

Section 10.5 Notices, etc.

Section 10.6 Severability.

AMENDED AND RESTATED
SHARE PURCHASE AGREEMENT

SCHEDULE “A”
PRINCIPAL ASSETS OF NEWCO CANADA AND NEWCO BARBADOS