HeadnoteMutualReliance Review System for Exemptive Relief Applications - Issuerhas one beneficial equity holder - no beneficial holder of theIssuer's other securities is a resident of Canada - Issuer deemedto have ceased to be a reporting issuer.
ApplicableOntario Statutory ProvisionsSecuritiesAct, R.S.O. 1990, c.S.5, as am. s. 83.
INTHE MATTER OF
OFALBERTA, SASKATCHEWAN, ONTARIO,
QUEBEC,NOVA SCOTIA AND NEWFOUNDLAND AND LABRADOR
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
INTHE MATTER OF
BATTLEMOUNTAIN GOLD COMPANY
MRRSDECISION DOCUMENT1. WHEREASthe local securities regulatory authority or regulator(the "Decision Maker") in each of Alberta, Saskatchewan,Ontario, Quebec, Nova Scotia and Newfoundland and Labrador (the"Jurisdictions") has received an applicationfrom Battle Mountain Gold Company (the "Merged Corporation"),a company formed by the merger of Battle Mountain Gold Company(the "Predecessor Corporation") and Bounty MergerCorporation ("Bounty"), for a decision underthe securities legislation (the "Legislation")of the Jurisdictions that the Merged Corporation be deemed tohave ceased to be a reporting issuer, or the equivalent, underthe Legislation;
2.AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulator forthis application;
3.AND WHEREAS the Merged Corporation has representedto the Decision Maker that:
3.1The Predecessor Corporation was incorporated under Nevada lawon June 4, 1985, and was a reporting issuer for more than 12 monthsin the Jurisdictions.
3.2The authorized capital of the Predecessor Corporation consistedof 500,000,000 common shares ("Predecessor Common Shares")and 5,000,000 $3.25 convertible preferred shares ("PredecessorPreferred Shares"), of which approximately 133.4 millionPredecessor Common Shares and 2.3 million Predecessor PreferredShares were issued and outstanding. The Predecessor Common Sharesand the Predecessor Preferred Shares were listed on the New YorkStock Exchange.
3.3The Merged Corporation was formed by way of a merger (the "Merger")between the Predecessor Corporation and Bounty under Nevada lawon January 10, 2001. As a result of the Merger, the Merged Corporationbecame a reporting issuer under the Legislation in each of theJurisdictions. The Merged Corporation is not in default of anyrequirements under the Legislation save for:
i)its failure to file its annual financial statements as at, andfor the period ended, December 31, 2000;
ii)its failure to file its first quarter interim financial statementsas at, and for the period ended, March 31, 2001;
iii)its failure to file its second quarter interim financial statementsas at, and for the period ended, June 30, 2001;
iv)its failure to file its third quarter interim financial statementsas at, and for the period ended, September 30, 2001; and
iv)its failure to file its Annual Information Form for the periodended December 31, 2000.
3.4The head office of the Merged Corporation is located at 333 ClayStreet, 42nd Floor, Houston, Texas 77002-4103.
3.5The authorized capital of the Merged Corporation consists of 500,000,000common shares ("Merged Common Shares"), of which97,000,000 are issued and outstanding, and 5,000,000 preferredshares, none of which are issued and outstanding. The Merged Corporationalso has US$82,000,000 6% Convertible Subordinated Debentures("Merged Debentures") issued and outstanding.No beneficial holders of Merged Debentures are resident in Canada.
3.6On June 21, 2000, the Predecessor Corporation, Newmont MiningCorporation ("Newmont Mining") and Bounty, awholly-owned subsidiary of Newmont Mining, (collectively referredto as the "Parties") entered into an Agreementand Plan of Merger which provided for the Merger. Under the termsof the Merger, the Predecessor Corporation would become a wholly-ownedsubsidiary of Newmont Mining.
3.7In connection with the proposed Merger, the Parties also enteredinto an arrangement agreement on June 21, 2000, whereby the Partiesagreed to complete a statutory plan of arrangement under section182 of the OBCA (the "Arrangement"),regarding exchangeable shares (the "Exchangeable Shares")of Battle Mountain Canada Limited ("Battle Mountain Canada"),a subsidiary of the Predecessor Corporation. The ExchangeableShares were, by their terms, convertible on a one-for-one basisinto Predecessor Common Shares. Under the terms of the Arrangement,Battle Mountain Canada would also become a wholly-owned subsidiaryof Newmont Mining.
3.8As a result of the Merger and the Arrangement, which were completedon January 10, 2001:
i)Newmont Mining became the sole shareholder of all of the issuedand outstanding Merged Common Shares;
ii)all holders of the Predecessor Common Shares and the PredecessorPreferred Shares (other than the Predecessor Corporation and itssubsidiaries) became holders of shares of Newmont Mining commonstock and Newmont Mining convertible preferred stock, respectively;and
iii) all of the ExchangeableShares were exchanged for shares of Newmont Mining common stockand all holders of the Exchangeable Shares became holders ofshares of Newmont Mining common stock.3.9The Predecessor Common Shares and the Predecessor Preferred Shareswere delisted from the New York Stock Exchange on January 18,2001 and no securities of the Merged Corporation are listed orquoted on any exchange or market in Canada or elsewhere.
3.10The Merged Corporation has no securities, including debt securities,outstanding other than the Merged Common Shares and the MergedDebentures.
3.11The Merged Corporation does not intend to seek public financingby way of an offering of its securities in Canada.
3.12Fewer than 10% of the beneficial holders of shares of NewmontMining common stock are residents of Canada.
ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");
ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;
THEDECISION of the Decision Makers under the Legislationis that the Merged Corporation is deemed to have ceased to bea reporting issuer or the equivalent thereof under the Legislationeffective as of the date of this Decision.
"PaulMoore" "Theresa McLeod"