|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
Due of the rise of Hadoop, many enterprises are now deploying their first small clusters of 10 to 20 servers. At this small scale, the complexity of operating the cluster looks and feels like general data center servers. It is not until the clusters scale, as they inevitably do, when the pain caused by the exponential complexity becomes apparent. We've seen this problem occur time and time again. In his session at Big Data Expo, Greg Bruno, Vice President of Engineering and co-founder of StackIQ...
Feb. 25, 2017 09:45 PM EST Reads: 9,310
The security needs of IoT environments require a strong, proven approach to maintain security, trust and privacy in their ecosystem. Assurance and protection of device identity, secure data encryption and authentication are the key security challenges organizations are trying to address when integrating IoT devices. This holds true for IoT applications in a wide range of industries, for example, healthcare, consumer devices, and manufacturing. In his session at @ThingsExpo, Lancen LaChance, vic...
Feb. 25, 2017 09:00 PM EST Reads: 9,119
"Plutora provides release and testing environment capabilities to the enterprise," explained Dalibor Siroky, Director and Co-founder of Plutora, in this SYS-CON.tv interview at @DevOpsSummit, held June 9-11, 2015, at the Javits Center in New York City.
Feb. 25, 2017 08:45 PM EST Reads: 4,714
FinTech is the sum of financial and technology, and it’s one of the fastest growing tech industries. Total global investments in FinTech almost reached $50 billion last year, but there is still a great deal of confusion over what it is and what it means – especially as it applies to retirement. Building financial startups is not simple, but with the right team, technology and an innovative approach it can be an extremely interesting domain to disrupt. FinTech heralds a financial revolution that...
Feb. 25, 2017 08:45 PM EST Reads: 1,934
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
Feb. 25, 2017 08:00 PM EST Reads: 1,913
SYS-CON Media announced today that @WebRTCSummit Blog, the largest WebRTC resource in the world, has been launched. @WebRTCSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @WebRTCSummit Blog can be bookmarked ▸ Here @WebRTCSummit conference site can be bookmarked ▸ Here
Feb. 25, 2017 08:00 PM EST Reads: 13,552
In his session at DevOps Summit, Tapabrata Pal, Director of Enterprise Architecture at Capital One, will tell a story about how Capital One has embraced Agile and DevOps Security practices across the Enterprise – driven by Enterprise Architecture; bringing in Development, Operations and Information Security organizations together. Capital Ones DevOpsSec practice is based upon three "pillars" – Shift-Left, Automate Everything, Dashboard Everything. Within about three years, from 100% waterfall, C...
Feb. 25, 2017 08:00 PM EST Reads: 11,322
SYS-CON Events announced today that Addteq will exhibit at SYS-CON's @DevOpsSummit at Cloud Expo New York, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Addteq is one of the top 10 Platinum Atlassian Experts who specialize in DevOps, custom and continuous integration, automation, plugin development, and consulting for midsize and global firms. Addteq firmly believes that automation is essential for successful software releases. Addteq centers its products an...
Feb. 25, 2017 07:45 PM EST Reads: 520
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
Feb. 25, 2017 07:30 PM EST Reads: 1,806
SYS-CON Events announced today that IoT Now has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY. IoT Now explores the evolving opportunities and challenges facing CSPs, and it passes on some lessons learned from those who have taken the first steps in next-gen IoT services.
Feb. 25, 2017 07:00 PM EST Reads: 1,687
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
Feb. 25, 2017 07:00 PM EST Reads: 8,820
SYS-CON Events announced today that WineSOFT will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Based in Seoul and Irvine, WineSOFT is an innovative software house focusing on internet infrastructure solutions. The venture started as a bootstrap start-up in 2010 by focusing on making the internet faster and more powerful. WineSOFT’s knowledge is based on the expertise of TCP/IP, VPN, SSL, peer-to-peer, mob...
Feb. 25, 2017 06:45 PM EST Reads: 1,937
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, discussed the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports.
Feb. 25, 2017 06:30 PM EST Reads: 2,174
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
Feb. 25, 2017 06:30 PM EST Reads: 1,392
Big Data, cloud, analytics, contextual information, wearable tech, sensors, mobility, and WebRTC: together, these advances have created a perfect storm of technologies that are disrupting and transforming classic communications models and ecosystems. In his session at @ThingsExpo, Erik Perotti, Senior Manager of New Ventures on Plantronics’ Innovation team, provided an overview of this technological shift, including associated business and consumer communications impacts, and opportunities it m...
Feb. 25, 2017 06:00 PM EST Reads: 7,691