Click here to close now.


News Feed Item

Battle Mountain Gold Inc. Announces Closing of Reverse Takeover Transaction

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 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.


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; 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.
Chet Idziszek
President, Chief Executive Officer and Director
604.684.6024 (FAX)

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York and Silicon Valley. 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 Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty ...
In his General Session at DevOps Summit, Asaf Yigal, Co-Founder & VP of Product at, explored the value of Kibana 4 for log analysis and provided a hands-on tutorial on how to set up Kibana 4 and get the most out of Apache log files. He examined three use cases: IT operations, business intelligence, and security and compliance. Asaf Yigal is co-founder and VP of Product at log analytics software company In the past, he was co-founder of social-trading platform Currensee, which...
DevOps is about increasing efficiency, but nothing is more inefficient than building the same application twice. However, this is a routine occurrence with enterprise applications that need both a rich desktop web interface and strong mobile support. With recent technological advances from Isomorphic Software and others, rich desktop and tuned mobile experiences can now be created with a single codebase – without compromising functionality, performance or usability. In his session at DevOps Su...
As organizations realize the scope of the Internet of Things, gaining key insights from Big Data, through the use of advanced analytics, becomes crucial. However, IoT also creates the need for petabyte scale storage of data from millions of devices. A new type of Storage is required which seamlessly integrates robust data analytics with massive scale. These storage systems will act as “smart systems” provide in-place analytics that speed discovery and enable businesses to quickly derive meaningf...
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).
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
Culture is the most important ingredient of DevOps. The challenge for most organizations is defining and communicating a vision of beneficial DevOps culture for their organizations, and then facilitating the changes needed to achieve that. Often this comes down to an ability to provide true leadership. As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership ab...
We all know that data growth is exploding and storage budgets are shrinking. Instead of showing you charts on about how much data there is, in his General Session at 17th Cloud Expo, Scott Cleland, Senior Director of Product Marketing at HGST, showed how to capture all of your data in one place. After you have your data under control, you can then analyze it in one place, saving time and resources.
In recent years, at least 40% of companies using cloud applications have experienced data loss. One of the best prevention against cloud data loss is backing up your cloud data. In his General Session at 17th Cloud Expo, Sam McIntyre, Partner Enablement Specialist at eFolder, presented how organizations can use eFolder Cloudfinder to automate backups of cloud application data. He also demonstrated how easy it is to search and restore cloud application data using Cloudfinder.
The Internet of Everything is re-shaping technology trends–moving away from “request/response” architecture to an “always-on” Streaming Web where data is in constant motion and secure, reliable communication is an absolute necessity. As more and more THINGS go online, the challenges that developers will need to address will only increase exponentially. In his session at @ThingsExpo, Todd Greene, Founder & CEO of PubNub, exploreed the current state of IoT connectivity and review key trends and t...
Two weeks ago (November 3-5), I attended the Cloud Expo Silicon Valley as a speaker, where I presented on the security and privacy due diligence requirements for cloud solutions. Cloud security is a topical issue for every CIO, CISO, and technology buyer. Decision-makers are always looking for insights on how to mitigate the security risks of implementing and using cloud solutions. Based on the presentation topics covered at the conference, as well as the general discussions heard between sessi...
As organizations shift towards IT-as-a-service models, the need for managing & protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection & E-Discovery of your data - whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise.