|By Marketwired .||
|May 14, 2014 08:01 AM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/14/14 -- This press release does not constitute an offer of securities for sale in the United States and no securities may be offered or sold in the United States absent registration under the Securities Act of 1933 of an exemption from registration.
Battle Mountain Gold Inc. (formerly Madison Minerals Inc.) (the "Company") (TSX VENTURE: BMG) is pleased to announce that it has completed its reverse takeover transaction (the "Transaction"), as previously announced in press releases dated March 13, 2014, April 22, 2014 and April 30, 2014 and as more particularly described in its information circular dated March 13, 2014 (the "Information Circular"), all of which are available on SEDAR at www.sedar.com under the Company's profile. The Company has received final approval of the TSX Venture Exchange (the "Exchange") for the Transaction.
Name and Stock Symbol
In connection with closing of the Transaction, the Company changed its name from "Madison Minerals Inc." to "Battle Mountain Gold Inc.", and the Company's wholly-owned subsidiary (the "Subsidiary") changed its name from "Battle Mountain Gold Inc." to "BMG Mining Inc."
The common shares of the Company are expected to resume trading on the Exchange when the market opens on May 14, 2014 under the new stock symbol "BMG".
Prior to the completion of the Transaction, the Company completed a number of shares for debt transactions. The Company issued an aggregate of 3,258,820 common shares (pre-consolidation) at a deemed price of C$0.05 per share to certain creditors in settlement for an aggregate of C$162,941 owing by the Company to such creditors, which comprised of certain directors of the Company at the time and a law firm. The Company also consolidated its issued and outstanding securities on a four to one basis prior to completion of the Transaction.
The Transaction was completed by way of a share exchange agreement. Pursuant to the share exchange agreement, the Company acquired all of the outstanding securities of the Subsidiary from former security holders of the Subsidiary in exchange for securities of the Company on a one for one basis.
The Transaction resulted in the reverse takeover of the Company by former shareholders of the Subsidiary and in the Subsidiary becoming a wholly-owned subsidiary of the Company.
Phoenix Joint Venture and Lewis Property
The effect of the Transaction is that the Company, through its wholly owned US subsidiary, Madison Enterprises (Nevada) Inc., holds a 60% participating interest in the Phoenix Joint Venture and through the Subsidiary's wholly owned US subsidiary, Battle Mountain Gold (USA) Inc., holds the option (the "Option") to acquire the remaining 40% participating interest in the Phoenix Joint Venture from Nevada Royalty Corp. ("NRC"). The Phoenix Joint Venture holds a 100% interest in the Lewis Property. The Lewis Property is a mining property located in Lander County, Nevada, USA. Further information on the Lewis Property can be found in the Company's NI 43-101 technical report which is available on SEDAR and entitled "Amended and Restated Summary Report 2007-2008 Core and Reverse Circulation Drilling Program, F.W. Lewis Property, Battle Mountain Mining District, Lander County, Nevada, USA", dated March 13, 2014, prepared by APEX Geoscience Ltd.
To date, the Company, through its Subsidiary, has paid C$100,000 in cash and issued 2,000,000 common shares at C$0.15 per share in order to keep the Option in good standing. In order to exercise the Option, the Subsidiary is required to make a payment (the "Final Payment") to NRC of C$1,600,000 in either cash or publicly traded shares at the sole option of the Subsidiary by October 13, 2015 except that the due date will be accelerated to that date which occurs 10 days following the closing of any financing or financings that result in the Subsidiary or its US subsidiary, having raised an aggregate total of more than C$10,000,000.
On April 21, 2014, NRC provided notice to the Subsidiary and its US subsidiary that NRC has assigned the cash receivables owing from the Subsidiary or its US subsidiary to NRC under the Option agreement to Golden Predator US Holding Corp. ("Golden Predator", NRC's parent company).
Once the Final Payment is made to Golden Predator, the Company will have a 100% interest in the Phoenix Joint Venture and therefore a 100% interest in the Lewis Property.
Upon closing of the Transaction there were 26,461,386 common shares of the Company issued and outstanding on an undiluted basis, of which 41.7% represents shares held by shareholders of the Company prior to closing of the Transaction and approximately 58.3% represents shares held by former shareholders of the Subsidiary. A total of 703,397 shares representing approximately 2.7% of the outstanding shares, are subject to value security escrow restrictions and will be released in stages over 36 months as to 10% on the date of the final Exchange bulletin, and as to 15% every 6 months thereafter. A total of 1,050,000 shares representing approximately 4.0% of the outstanding shares, are subject to surplus security escrow restrictions and will be released in stages over 36 months as to 5% on the date of the final Exchange bulletin, 5% six months thereafter, 10% 12 months thereafter, 10% 18 months thereafter, 15% 24 months thereafter, 15% 30 months thereafter and 40% 36 months thereafter. A total of 4,500,000 shares representing approximately 17% of the outstanding shares are subject to seed share restrictions and will be released in stages over four months as to 20% on the date of the final Exchange bulletin and 20% every one month thereafter. Please see the Information Circular for additional details regarding capitalization of the Company.
Directors and Officers
The directors and officers of the Company upon closing of the Transaction are as follows:
Chet Idziszek - President, Chief Executive Officer and Director Ian Brown - Chief Financial Officer and Corporate Secretary Larry Kornze - Director Steven Garwin - Director
Additional information regarding the directors and officers is available in the Information Circular.
ON BEHALF OF THE BOARD OF BATTLE MOUNTAIN GOLD INC.
Chet Idziszek, President, Chief Executive Officer and Director
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Company's objectives, goals or future plans and the business and operations of the Company following the completion of the Transaction. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in the Company's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility of the adequacy or accuracy of this release.
Battle Mountain Gold Inc.
President, Chief Executive Officer and Director
"At ROHA we develop an app called Catcha. It was developed after we spent a year meeting with, talking to, interacting with senior citizens watching them use their smartphones and talking to them about how they use their smartphones so we could get to know their smartphone behavior," explained Dave Woods, Chief Innovation Officer at ROHA, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 6, 2016 11:15 AM EST Reads: 342
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain. In this power panel at @...
Dec. 6, 2016 11:00 AM EST Reads: 537
SYS-CON Events has announced today that Roger Strukhoff has been named conference chair of Cloud Expo and @ThingsExpo 2017 New York. The 20th Cloud Expo and 7th @ThingsExpo will take place on June 6-8, 2017, at the Javits Center in New York City, NY. "The Internet of Things brings trillions of dollars of opportunity to developers and enterprise IT, no matter how you measure it," stated Roger Strukhoff. "More importantly, it leverages the power of devices and the Internet to enable us all to im...
Dec. 6, 2016 10:59 AM EST
Effectively SMBs and government programs must address compounded regulatory compliance requirements. The most recent are Controlled Unclassified Information and the EU's GDPR have Board Level implications. Managing sensitive data protection will likely result in acquisition criteria, demonstration requests and new requirements. Developers, as part of the pre-planning process and the associated supply chain, could benefit from updating their code libraries and design by incorporating changes. In...
Dec. 6, 2016 10:30 AM EST Reads: 1,152
"Venafi has a platform that allows you to manage, centralize and automate the complete life cycle of keys and certificates within the organization," explained Gina Osmond, Sr. Field Marketing Manager at Venafi, in this SYS-CON.tv interview at DevOps at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 6, 2016 10:30 AM EST Reads: 952
"ReadyTalk is an audio and web video conferencing provider. We've really come to embrace WebRTC as the platform for our future of technology," explained Dan Cunningham, CTO of ReadyTalk, in this SYS-CON.tv interview at WebRTC Summit at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 6, 2016 10:15 AM EST Reads: 531
Financial Technology has become a topic of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 20th Cloud Expo at the Javits Center in New York, June 6-8, 2017, will find fresh new content in a new track called FinTech.
Dec. 6, 2016 09:15 AM EST Reads: 2,141
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
Dec. 6, 2016 09:00 AM EST Reads: 3,965
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor – all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
Dec. 6, 2016 09:00 AM EST Reads: 5,810
"Qosmos has launched L7Viewer, a network traffic analysis tool, so it analyzes all the traffic between the virtual machine and the data center and the virtual machine and the external world," stated Sebastien Synold, Product Line Manager at Qosmos, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 6, 2016 09:00 AM EST Reads: 707
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
Dec. 6, 2016 08:45 AM EST Reads: 7,125
The WebRTC Summit New York, to be held June 6-8, 2017, at the Javits Center in New York City, NY, announces that its Call for Papers is now open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 20th International Cloud Expo and @ThingsExpo. WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web co...
Dec. 6, 2016 08:30 AM EST Reads: 1,336
Successful digital transformation requires new organizational competencies and capabilities. Research tells us that the biggest impediment to successful transformation is human; consequently, the biggest enabler is a properly skilled and empowered workforce. In the digital age, new individual and collective competencies are required. In his session at 19th Cloud Expo, Bob Newhouse, CEO and founder of Agilitiv, drew together recent research and lessons learned from emerging and established compa...
Dec. 6, 2016 08:30 AM EST Reads: 880
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
Dec. 6, 2016 08:15 AM EST Reads: 1,672
Without lifecycle traceability and visibility across the tool chain, stakeholders from Planning-to-Ops have limited insight and answers to who, what, when, why and how across the DevOps lifecycle. This impacts the ability to deliver high quality software at the needed velocity to drive positive business outcomes. In his general session at @DevOpsSummit at 19th Cloud Expo, Phil Hombledal, Solution Architect at CollabNet, discussed how customers are able to achieve a level of transparency that e...
Dec. 6, 2016 08:15 AM EST Reads: 1,063