As filed with the Securities and Exchange Commission on October 21, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
BATTLE MOUNTAIN GOLD COMPANY
(Exact name of registrant as specified in its charter)
NEVADA 76-0151431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 CLAY STREET, 42ND FLOOR
HOUSTON, TEXAS 77002-4103
(Address of Principal Executive Offices) (Zip Code)
OPTIONS GRANTED PURSUANT TO THE COMBINATION AGREEMENT
BETWEEN BATTLE MOUNTAIN GOLD COMPANY AND
HEMLO GOLD MINES INC.
(Full title of the plan)
ROBERT J. QUINN
VICE PRESIDENT AND GENERAL COUNSEL
BATTLE MOUNTAIN GOLD COMPANY
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 650-6400
(Telephone number, including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed
Title of securities to Amount to be offering price per maximum aggregate Amount of registration
be registered registered share(2) offering price fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.10
per share(1) 519,480 -- $3,416,492(3) $1,036
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes the preferred stock purchase rights associated with the Common
Stock.
(2) In accordance with Rule 457(o) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share is not included
in this table.
(3) In accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended, computed based on the aggregate price at which the options
granted pursuant to the Combination Agreement between Battle Mountain
Gold Company and Hemlo Gold Mines Inc. may be exercised, and expressed
in U.S. dollars based upon the noon buying rate on October 15, 1996, in
New York City for cable transfers in Canadian dollars, as certified for
customs purposes by the Federal Reserve Bank of New York.
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the option
grants pursuant to the Combination Agreement effective as of March 11, 1996
between Battle Mountain Gold Company, a Nevada corporation ("Battle Mountain"),
and Hemlo Gold Mines Inc. ("Hemlo Gold"), an Ontario corporation which is
currently named Battle Mountain Canada Ltd. ("Battle Mountain Canada"), required
by Item 1 of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), and the statement of availability of registrant information
and other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (this "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. Battle Mountain
maintains a file of such documents in accordance with the provisions of Rule
428. Upon request, Battle Mountain shall furnish to the Commission or its staff
a copy or copies of all of the documents included in such file.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which Battle Mountain has filed with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (File No. 1-9666), are incorporated in this Registration
Statement by reference and shall be deemed to be a part hereof:
(i) Battle Mountain's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended by Form 10-K/A (Amendment No. 1)
dated April 29, 1996, Form 10-K/A (Amendment No. 2) dated July
12, 1996, and Form 10-K/A (Amendment No. 3) dated October 18,
1996;
(ii) Battle Mountain's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;
(iii) Battle Mountain's Current Reports on Form 8-K dated March 11,
1996, June 11, 1996, June 27, 1996 and July 19, 1996;
(iv) The description of the common stock, par value $0.10 per share
(the "Common Stock"), of Battle Mountain contained in Battle
Mountain's Registration Statement on Form 8-A dated August 12,
1987 (as amended by a Form 8 dated April 24, 1991 and Form 8-A/A
dated August 26, 1996); and
(v) The description of the preferred stock purchase rights
associated with the Common Stock contained in Battle Mountain's
Registration Statement on Form 8-A dated November 15, 1988 (as
amended by a Form 8 dated November 29, 1988 and Form 8-A/A dated
August 26, 1996).
All documents filed by Battle Mountain with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents. Any
statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
II-1
<PAGE>
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
EXPERTS
The consolidated financial statements of Battle Mountain as of December 31,
1995 and 1994 and for each of the three years in the period ended December 31,
1995, incorporated in this Registration Statement by reference to the Annual
Report on Form 10-K/A (Amendment No. 3) for the year ended December 31, 1995,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, as set forth in their report. The consolidated
financial statements referred to above have been incorporated herein in reliance
upon the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Hemlo Gold, incorporated by
reference herein as of December 31, 1994 and 1995, and for each of the three
years in the period ended December 31, 1995, have been audited by Ernst & Young,
Chartered Accountants, as set forth in their report thereon incorporated by
reference herein, and are incorporated by reference herein in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of Lihir Gold Limited incorporated by reference
herein as of December 31, 1995 and for the year then ended have been audited by
Coopers & Lybrand, Port Moresby, Papua New Guinea, as set forth in their report
thereon dated June 27, 1996 incorporated by reference herein. Such financial
statements referred to above are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
II-2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Bylaws of Battle Mountain provides for the
indemnification of officers and directors of Battle Mountain to the extent
authorized by the Nevada Revised Statutes (the "NRS"). Pursuant to Section
78.751 of the NRS, Battle Mountain generally has the power to indemnify its
present and former directors, officers, employees and agents against expenses,
judgments and amounts paid in settlements incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason of
their serving in such positions so long as they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
Battle Mountain and, with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful. With respect to suits by or in the
right of a corporation, however, indemnification is not available if such person
is finally adjudged to be liable to Battle Mountain or for amounts paid in
settlement, unless and only to the extent the court determines that
indemnification is appropriate. The statute also expressly provides that the
power to indemnify authorized thereby is not exclusive of any rights granted
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
Section 78.751 of the NRS also enables a corporation to purchase and
maintain insurance for its present and former directors, officers, employees and
agents. Accordingly, Battle Mountain has provided liability insurance for each
director and officer for certain losses arising from claims or charges made
against him while acting in his capacity as a director or officer of Battle
Mountain, including liabilities under federal securities laws.
The above discussion of the Bylaws of Battle Mountain and of Section
78.751 of the NRS is not intended to be exhaustive and is respectively qualified
in its entirety by such Bylaws and statute.
Additionally, Article Tenth of the Restated Articles of Incorporation of
Battle Mountain limits the liability of Battle Mountain's directors and officers
under certain circumstances. Article Tenth states:
No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for
breach of fiduciary duty as a director or officer involving any act or
omission of any such director or officer occurring on or after April 28,
1987; provided, however, that the foregoing provision shall not
eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or
modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.
II-3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
NUMBER DESCRIPTION
*4(a)(1) Restated Articles of Incorporation of Battle Mountain, as amended and
restated through May 11, 1988 (Exhibit 4(a)(1) to Battle Mountain's
Current Report on Form 8-K dated July 19, 1996; File No. 1-9666).
*4(a)(2) Certificate of Amendment to Restated Articles of Incorporation of
Battle Mountain filed with the Secretary of State of the State of
Nevada on July 19, 1996 (Exhibit 4(a)(2) to Battle Mountain's Current
Report on Form 8-K dated July 19, 1996; File No. 1-9666).
*4(b) Certificate of Resolution Establishing Designation, Preferences and
Rights of $3.25 Convertible Preferred Stock (Exhibit (4)(b)to Battle
Mountain's Current Report on Form 8-K dated July 19, 1996; File No.
1-9666).
*4(c) Certificate of Amendment of Certificate of Resolution Establishing
Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock (Exhibit 4(c) to Battle Mountain's Current Report on
Form 8-K dated July 19, 1996; File No. 1-9666).
*4(d) Bylaws of Battle Mountain as amended through July 19, 1996 (Exhibit
4(d) to Battle Mountain's Current Report on Form 8-K dated July 19,
1996; File No. 1- 9666).
*4(e) Rights Agreement, dated November 10, 1988, as amended and restated as
of July 19, 1996, between Battle Mountain and The Bank of New York, as
Rights Agent (Exhibit 4(e) to Battle Mountain's Current Report on Form
8-K dated July 19, 1996; File No. 1-9666).
*4(f) Articles of Amalgamation of Hemlo Gold dated January 1, 1995 (Exhibit
4(f) to Battle Mountain Canada's Registration Statement on Form 8-A
dated August 23, 1996; File No. 1-10943).
*4(g) Plan of Arrangement of Hemlo Gold under Section 182 of the Business
Corporations Act (Ontario) (Annex D to Exhibit 20(a), Joint Management
Information Circular and Proxy Statement, to Battle Mountain's Current
Report on Form 8-K dated June 11, 1996, File No. 1-9666).
II-4
<PAGE>
*4(h) Bylaws of Battle Mountain Canada dated December 16, 1986 (Exhibit 4(h)
to Battle Mountain Canada's Registration Statement on Form 8-A dated
August 23, 1996; File No. 1-10943).
*4(i) Rights Agreement, dated July 19, 1996, between Battle Mountain Canada
and The R-M Trust Company, as Rights Agent (Exhibit 4(f) to Battle
Mountain's Current Report on Form 8-K dated July 19, 1996; File No.
1-9666).
*4(j) Voting, Support and Exchange Trust Agreement dated as of July 19, 1996
between Battle Mountain, Hemlo Gold and The R-M Trust Company (Annex E
to Exhibit 20(a), Joint Management Information Circular and Proxy
Statement, to Battle Mountain's Current Report on Form 8-K dated June
11, 1996, File No. 1-9666).
*4(k) Specimen Stock Certificate for the Common Stock of Battle Mountain
(Exhibit 4(b) to Battle Mountain's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988; File No. 1-9666).
*4(l) Specimen Stock Certificate for the Exchangeable Shares of Battle
Mountain Canada (Exhibit 4(l) to Battle Mountain Canada's Registration
Statement on Form 8-A dated August 23, 1996; File No. 1-10943).
*4(m) Specimen Voting Stock Certificate for the Special Voting Stock of
Battle Mountain (Exhibit 4(m) to Battle Mountain Canada's Registration
Statement on Form 8-A dated August 23, 1996; File No. 1-10943).
*4(n) Combination Agreement effective as of March 11, 1996 by and between
Battle Mountain and Hemlo Gold (Annex C to Exhibit 20(a), Joint
Management Information Circular and Proxy Statement, to Battle
Mountain's Current Report on Form 8-K dated June 11, 1996, File No.
1-9666).
5 Opinion of James A. Brooks, Associate General Counsel of Battle
Mountain.
23(a) Consent of Price Waterhouse LLP, independent accountants.
23(b) Consent of Coopers & Lybrand, Port Moresby, Papua New Guinea,
independent auditors, Lihir Gold Limited.
23(c) Consent of Ernst & Young, Chartered Accountants.
II-5
<PAGE>
23(d) Consent of Mr. James A. Brooks, Associate General Counsel of Battle
Mountain (included in Exhibit 5).
24 Power of Attorney.
- -------------------------------
* Incorporated by reference as indicated.
II-6
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) Battle Mountain hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by them pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Battle Mountain hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of its annual report
pursuant to Section 13(a) or
II-7
<PAGE>
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Battle Mountain pursuant to the foregoing provisions, or otherwise, Battle
Mountain has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Battle Mountain of expenses
incurred or paid by a director, officer or controlling person of Battle Mountain
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Battle Mountain will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-8
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON OCTOBER 18, 1996.
BATTLE MOUNTAIN GOLD COMPANY
BY /S/ KARL E. ELERS
(KARL E. ELERS
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE
OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ KARL E. ELERS Chairman of the Board and October 18, 1996
(KARL E. ELERS) Chief Executive Officer
(Principal Executive Officer)
/S/ R. DENNIS O'CONNELL Executive Vice President-- October 18, 1996
(R. DENNIS O'CONNELL) Finance and Corporate
Development (Principal Financial
and Accounting Officer)
IAN D. BAYER*
DOUGLAS J. BOURNE*
DELO H. CASPARY*
CHARLES E. CHILDERS*
DAVID W. KERR* Directors of the Registrant October 18, 1996
JAMES W. MCCUTCHEON, Q.C.*
MARY MOGFORD*
TED H. PATE*
WILLIAM A. WISE*
*By /S/ KARL E. ELERS
(KARL E. ELERS,
ATTORNEY-IN-FACT)
</TABLE>
II-9
[Letterhead of Battle Mountain Gold Company] October 16, 1996
Battle Mountain Gold Company
333 Clay Street, 42nd Floor
Houston, Texas 77002-4103
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Battle Mountain Gold Company, a Nevada
corporation ("Battle Mountain"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the offering by Battle Mountain of a maximum aggregate of 519,480 shares of
Battle Mountain's common stock, par value $0.10 per share (the "Battle Mountain
Common Stock"), to holders of options (the "BMG Options") to purchase shares of
Battle Mountain Common Stock or, at the option of the holder, exchangeable
shares of Battle Mountain Canada Ltd., an Ontario corporation ("Battle Mountain
Canada"), issued in accordance with the Combination Agreement effective as of
March 11, 1996 (the "Combination Agreement") between Battle Mountain and Hemlo
Gold Mines Inc. (the former name of Battle Mountain Canada) in exchange for
previously outstanding options to purchase common shares of Hemlo Gold Mines
Inc., certain legal matters in connection with the 519,480 shares of Battle
Mountain Common Stock subject to issuance pursuant to the BMG Options (the
"Shares") are being passed upon for Battle Mountain by me. At your request, this
opinion is being furnished to you for filing as Exhibit 5 to the Registration
Statement.
In my capacity as Associate General Counsel of Battle Mountain, I have
examined Battle Mountain's Restated Articles of Incorporation and Bylaws, each
as amended to date, and have examined the originals, or copies certified or
otherwise identified, of corporate records of Battle Mountain, statutes and
other instruments and documents as a basis for the opinions hereinafter
expressed.
On the basis of the foregoing, I am of the opinion that upon the
issuance of and payment for the Shares in accordance with the terms and
provisions of the BMG Options, the Shares will be duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not admit that I am an
expert within the meaning of Section 11 of the Securities Act.
Very truly yours,
/s/ James A. Brooks
James A. Brooks
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 and in the Prospectus relating to this Registration Statement of our
report dated October 10, 1996 on the consolidated financial statements of Battle
Mountain Gold Company as of December 31, 1995 and 1994 and for each of the three
years in the period ended December 31, 1995, appearing on page 2 of Battle
Mountain Gold Company's Annual Report of Form 10-K/A (Amendment No. 3) for the
year ended December 31, 1995. We also consent to the references to us under the
heading "Experts" in this Registration Statement and in the Prospectus relating
to this Registration Statement.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
October 18, 1996
EXHIBIT 23(B)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Battle Mountain Gold Company on Form S-8 and the related prospectus of our
report dated June 27, 1996 on our audit of the financial statements of Lihir
Gold Limited as of December 31, 1995, and for the year then ended, which report
is included in Form 10-K/A for the year ended December 31, 1995. We also consent
to the reference to our firm under the caption "Experts".
/s/ COOPERS & LYBRAND
Coopers & Lybrand
Port Moresby, Papua New Guinea
October 18, 1996
EXHIBIT 23(C)
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) of Battle Mountain Gold Company and the
prospectus relating to this Registration Statement pertaining to the options
granted pursuant to the Combination Agreement between Battle Mountain Gold
Company and Hemlo Gold Mines Inc. and to the incorporation by reference therein
of our report dated February 8, 1996, with respect to the consolidated financial
statements of Hemlo Gold Mines Inc. for the year ended December 31, 1995,
included in the joint proxy statement dated June 7, 1996 between Battle Mountain
Gold Company and Hemlo Gold Mines Inc. filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG
Chartered Accountants
Toronto, Canada
October 18, 1996
EXHIBIT 24
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Karl E. Elers, R. Dennis O'Connell and Robert J.
Quinn, and each of them severally, his true and lawful attorneys-in-fact and
agents with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration Statement
and any and all amendments thereto (including, without limitation,
post-effective amendments and any additional registration statements filed
pursuant to Rule 462 under the Act increasing the amount of securities for which
registration is being sought) and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of such
attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
21st day of August, 1996.
/s/ IAN D. BAYER
Ian D. Bayer
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Karl E. Elers, R. Dennis O'Connell and Robert J.
Quinn, and each of them severally, his true and lawful attorneys-in-fact and
agents with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration Statement
and any and all amendments thereto (including, without limitation,
post-effective amendments and any additional registration statements filed
pursuant to Rule 462 under the Act increasing the amount of securities for which
registration is being sought) and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of such
attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
26th day of August, 1996.
/s/ DOUGLAS J. BOURNE
Douglas J. Bourne
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Karl E. Elers, R. Dennis O'Connell and and each of
them severally, his true and lawful attorneys-in-fact and agents with power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any and all
amendments thereto (including, without limitation, post-effective amendments and
any additional registration statements filed pursuant to Rule 462 under the Act
increasing the amount of securities for which registration is being sought) and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of such attorneys-in-fact and agents shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of such attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
21st day of August, 1996.
/s/ DELO H. CASPARY
Delo H. Caspary
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Karl E. Elers, R. Dennis O'Connell and Robert J.
Quinn, and each of them severally, his true and lawful attorneys-in-fact and
agents with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration Statement
and any and all amendments thereto (including, without limitation,
post-effective amendments and any additional registration statements filed
pursuant to Rule 462 under the Act increasing the amount of securities for which
registration is being sought) and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of such
attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
21st day of August, 1996.
/s/ CHARLES E. CHILDERS
Charles E. Childers
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director and officer
of the Company, does hereby appoint R. Dennis O'Connell and Robert J. Quinn, and
each of them severally, his true and lawful attorneys-in-fact and agents with
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Registration Statement and any
and all amendments thereto (including, without limitation, post-effective
amendments and any additional registration statements filed pursuant to Rule 462
under the Act increasing the amount of securities for which registration is
being sought) and all instruments necessary or incidental in connection
therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of such
attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
26th day of August, 1996.
/s/ KARL E. ELERS
Karl E. Elers
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Karl E. Elers, R. Dennis O'Connell and Robert J.
Quinn, and each of them severally, his true and lawful attorneys-in-fact and
agents with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration Statement
and any and all amendments thereto (including, without limitation,
post-effective amendments and any additional registration statements filed
pursuant to Rule 462 under the Act increasing the amount of securities for which
registration is being sought) and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of such
attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
26th day of August, 1996.
/s/ DAVID W. KERR
David W. Kerr
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Karl E. Elers, R. Dennis O'Connell and Robert J.
Quinn, and each of them severally, his true and lawful attorneys-in-fact and
agents with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration Statement
and any and all amendments thereto (including, without limitation,
post-effective amendments and any additional registration statements filed
pursuant to Rule 462 under the Act increasing the amount of securities for which
registration is being sought) and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of such
attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
26th day of August, 1996.
/s/ JAMES W. MCCUTCHEON, Q.C.
James W. Mccutcheon, Q.C.
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Karl E. Elers, R. Dennis O'Connell and Robert J.
Quinn, and each of them severally, his true and lawful attorneys-in-fact and
agents with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration Statement
and any and all amendments thereto (including, without limitation,
post-effective amendments and any additional registration statements filed
pursuant to Rule 462 under the Act increasing the amount of securities for which
registration is being sought) and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of such
attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
22nd day of August, 1996.
/s/ MARY MOGFORD
Mary Mogford
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Karl E. Elers, R. Dennis O'Connell and Robert J.
Quinn, and each of them severally, his true and lawful attorneys-in-fact and
agents with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration Statement
and any and all amendments thereto (including, without limitation,
post-effective amendments and any additional registration statements filed
pursuant to Rule 462 under the Act increasing the amount of securities for which
registration is being sought) and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of such
attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
21st day of August, 1996.
/s/ TED H. PATE
Ted H. Pate
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, with any amendment or amendments and any
supplement or supplements thereto, as prescribed by the Commission pursuant to
the Act and the rules and regulations of the Commission promulgated thereunder,
together with any and all exhibits and other documents relating to such
Registration Statement in connection with the offering by the Company of 519,480
shares of the Company's common stock, par value $0.10 per share, and associated
preferred stock purchase rights, pursuant to options granted pursuant to the
Combination Agreement effective as of March 11, 1996, between the Company and
Hemlo Gold Mines Inc.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Karl E. Elers, R. Dennis O'Connell and Robert J.
Quinn, and each of them severally, his true and lawful attorneys-in-fact and
agents with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration Statement
and any and all amendments thereto (including, without limitation,
post-effective amendments and any additional registration statements filed
pursuant to Rule 462 under the Act increasing the amount of securities for which
registration is being sought) and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of such
attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
21st day of August, 1996.
/s/ WILLIAM A. WISE
William A. Wise
