<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 10-K/A
(Amendment No. 2)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NO.1-9666
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
---------- ----------
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
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 650-6400
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each Exchange
Title of each class on which registered
------------------- -------------------
Common Stock New York Stock Exchange
$3.25 Convertible Preferred Stock New York Stock Exchange
Rights to Purchase Preferred Stock New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
The aggregate market value of the voting stock held by non-affiliates
of the registrant was approximately $709 million as of April 24, 1996, based on
the closing sales price of the registrant's common stock as reported on the New
York Stock Exchange Composite Tape on such date. For purposes of the foregoing
sentence only, all directors and officers of the registrant are assumed to be
affiliates.
The number of shares outstanding of the registrant's common stock as
of June 30, 1996 is 81,339,897.
DOCUMENTS INCORPORATED BY REFERENCE:
LIST HEREUNDER THE FOLLOWING DOCUMENTS IF INCORPORATED BY REFERENCE
AND THE PART OF THE FORM 10-K INTO WHICH THE DOCUMENT IS INCORPORATED: NONE.
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<PAGE> 2
The information appearing in Part IV of Battle Mountain Gold Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 is amended to
read in its entirety as set forth below.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements and Supplementary Data. Consolidated
financial statements of the Company and its subsidiaries are
incorporated under Item 8 of this Form 10-K.
(a)(2) Financial Statement Schedules.
Schedule I. Condensed Financial Information of
Registrant . . . . . . . . . . . . . . . . . . . . . S-1
Separate financial statements for
Lihir Gold Ltd . . . . . . . . . . . . . . . . . . . S-4
Other schedules of Battle Mountain Gold Company and subsidiaries are
omitted because of the absence of the conditions under which they are required
or because the required information is included in the financial statements or
notes thereto.
(a)(3) Exhibits: See attached exhibit index, page E-1, which also
includes the management contracts or compensatory plans or
arrangements required to be filed as exhibits to this Annual
Report by Item 601(10)(iii) of Regulation S-K.
(b) Reports on Form 8-K: None
-2-
<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
BATTLE MOUNTAIN GOLD COMPANY
By: /s/ R. Dennis O'Connell
-----------------------------------------
R. Dennis O'Connell
Vice President, Finance and
Chief Financial Officer
Date: July 12, 1996
-3-
<PAGE> 4
BATTLE MOUNTAIN GOLD COMPANY
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
December 31,
----------------------------------
1995 1994
---------- ----------
(expressed in thousands)
<S> <C> <C>
Current Assets:
Cash and Cash equivalents $ 1,837 $ 19,315
Receivables:
Subsidiaries* 36,283 31,339
Other 2,991 1,834
Materials and supplies, at average cost 1,562 2,165
Other current assets 7,582 5,343
---------- ----------
TOTAL CURRENT ASSETS 50,255 59,996
Investments
Subsidiaries* 373,506 374,724
Other 48,871 42,915
Net property, plant and equipment 38,360 34,296
Deferred tax benefit 10,928 -
Other assets 1,989 1,960
---------- ----------
TOTAL ASSETS $ 523,909 $ 513,891
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable 1,299 2,290
Payroll and related benefits accrued 1,820 1,797
Accrued interest 6,082 6,000
Other current liabilities 2,117 1,253
---------- ----------
TOTAL CURRENT LIABILITIES 11,318 11,340
Long-term debt 116,980 100,000
Deferred income tax 8,840 9,352
Other liabilities 15,713 17,565
---------- ----------
TOTAL LIABILITIES 152,851 138,257
SHAREHOLDERS' EQUITY 371,058 375,634
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 523,909 $ 513,891
========== ==========
</TABLE>
* Eliminated in consolidation
This condensed statement should be read in conjunction with the
Consolidated Financial Statements and Notes thereto which are
included in Item 8 herein.
S-1
<PAGE> 5
BATTLE MOUNTAIN GOLD COMPANY
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994 1993
---- ---- ----
(Expressed in thousands)
<S> <C> <C> <C>
GROSS REVENUE $30,081 $18,990 $21,854
Less: Freight, allowances & royalties 549 195 262
------- ------- -------
NET REVENUE 29,532 18,795 21,592
------- ------- -------
COSTS AND EXPENSES
Mining costs 6,091 2,939 8,272
Milling and other plant costs 18,387 10,841 15,608
Depreciation, depletion and amortization 4,998 6,453 4,684
Exploration, evaluation and other lease costs 1,651 435 636
Asset write-downs 2,222 - -
General and administrative expenses 7,634 7,512 6,801
Taxes, other than income 1,213 1,113 1,151
------- ------- -------
Total costs and expenses 42,196 29,293 37,152
------- ------- -------
OPERATING (LOSS) (12,664) (10,498) (15,560)
Interest income from subsidiaries, net* 2,693 2,388 2,722
Other interest income, net 310 1,334 180
Other income (expense), net (254) (325) 86
------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES AND
EQUITY IN INCOME (LOSS) OF SUBSIDIARIES (9,915) (7,101) (12,572)
Income tax (benefit) expense (2,804) 2,519 (4,274)
------- ------- -------
(LOSS) BEFORE EQUITY IN INCOME (LOSS)
OF SUBSIDIARIES (7,111) (9,620) (8,298)
Equity in income of subsidiaries 22,356 19,192 3,893
------- ------- -------
NET INCOME (LOSS) 15,245 9,572 (4,405)
Preferred dividends 7,475 7,475 3,738
------- ------- -------
NET INCOME (LOSS) TO COMMON SHARES $ 7,770 $ 2,097 $(8,143)
======= ======= =======
</TABLE>
* Eliminated in consolidation
This condensed statement should be read in conjunction with the Consolidated
Financial Statements and Notes thereto which are included in Item 8 herein.
S-2
<PAGE> 6
BATTLE MOUNTAIN GOLD COMPANY
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1995 1994 1993
-------- ------- ---------
(expressed in thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 15,245 $ 9,572 $ (4,405)
Adjustments to reconcile net income (loss)
to cash flows from operating activities:
Depreciation, depletion and amortization 4,998 6,453 4,684
Exploration and evaluation costs 1,081 435 636
Asset write-downs 2,222 - -
Gain from sale of assets - - (741)
(Increase) decrease in accrued reclamation (2,082) 170 582
Undistributed (income) losses of subsidiaries* 548 (10,071) (3,070)
Deferred income tax benefit (4,967) 3,722 (878)
Change in current accounts receivable and payable with
subsidiaries* 8,818 4,299 1,044
Change in other current assets and liabilities (2,653) 5,483 (7,785)
Other net changes 201 (356) 2,486
-------- -------- --------
Total Adjustments 8,166 10,135 3,042
-------- -------- --------
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES 23,411 19,707 (8,270)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of assets 582 - 2,878
Investment in subsidiaries* (28,906) (5,200) (12,358)
Investment in Crown Jewel (4,785) (10,305) (7,595)
Capital expenditures (12,884) (30,636) (3,839)
Exploration and evaluation expenditures (1,081) (435) (636)
Other, net 1,143 (1,573) 111
-------- -------- --------
NET CASH FLOWS USED IN INVESTING ACTIVITIES (45,931) (48,149) (21,439)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from stock issuances 606 691 111,840
Cash proceeds from borrowings 32,000 - 30,500
Cash dividend payments (11,524) (11,505) (7,743)
Debt repayments (14,692) - (53,051)
Other, net (1,348) (624) -
-------- -------- --------
NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES 5,042 (11,438) 81,546
-------- -------- --------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (17,478) (39,880) 52,660
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 19,315 59,195 6,535
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,837 $ 19,315 $ 59,195
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid (received) during the year for:
Interest, net of amount capitalized - - 4
Income taxes, net (2,200) (3,405) 892
* Eliminated in consolidation
</TABLE>
This condensed statement should be read in conjunction with the Consolidated
Financial Statements and Notes thereto which are included in Item 8 herein.
S-3
<PAGE> 7
LIHIR GOLD LIMITED
(A DEVELOPMENT STAGE COMPANY)
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Lihir Gold Limited
Port Moresby
Papua New Guinea
We have audited the financial statements of Lihir Gold Limited for the year
ended 31 December 1995 as set out on pages S-5 to S-19. The Company's Directors
are responsible for the preparation and presentation of the financial statements
and the information they contain. We have conducted an independent audit of
these financial statements in order to express an opinion on them to the members
of the Company.
Our audit has been conducted in accordance with International Standards on
Auditing which are substantially similar to U.S. standards, to provide
reasonable assurance as to whether the financial statements are free of material
misstatement. Our procedures included examination, on a test basis, of evidence
supporting the amounts and other disclosures in the financial statements, and
the evaluation of accounting policies and significant accounting estimates.
These procedures have been undertaken to form an opinion as to whether, in all
material respects, the financial statements are presented fairly in accordance
with Accounting Standards adopted for use in Papua New Guinea and Papua New
Guinea statutory requirements so as to present a view which is consistent with
our understanding of the Company's financial position and the results of its
operations.
The audit opinion expressed in the Report has been formed on the above basis.
As described in Note 20 to the financial statements, the Company's accounting
policies vary in certain important respects from the accounting principles
generally accepted in the United States. Note 20 reconciles these differences.
AUDIT OPINION
In our opinion:
(a) the financial statements of Lihir Gold Limited are properly drawn up:
(i) so as to give a true and fair view of the state of affairs of
the Company at 31 December 1995 and of the results of the
Company for the year ended on that date; and
(ii) in accordance with the provisions of the Companies Act
(Chapter 146); and
(iii) in accordance with applicable Accounting Standards;
(b) the accounting and other records (including registers) examined by us
have been properly kept in accordance with the Companies Act.
COOPERS & LYBRAND
By R. Hubbard
Registered under the Accountants Registration Act (Chapter 89)
PORT MORESBY, PAPUA NEW GUINEA
On 27th day of June 1996
S-4
<PAGE> 8
LIHIR GOLD LIMITED
(A DEVELOPMENT STAGE COMPANY)
PROFIT AND LOSS ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 1995, 1994 AND 1993
<TABLE>
<CAPTION>
US $ 000
NOTE 1995 1994 1993
(NOTE 1(a)) (NOTE 1(1)) (NOTE 1(a))
<S> <C> <C> <C> <C>
Operating profit before income tax 5 - - -
Income tax attributable to operating profit - - -
- ---------------------------------------------------------------------------------------------------------------
Operating profit after income tax - - -
Retained profits at the beginning of the financial period - - -
- ---------------------------------------------------------------------------------------------------------------
Retained profits at end of the financial period - - -
===============================================================================================================
</TABLE>
The accompanying notes form part of these financial accounts
S-5
<PAGE> 9
LIHIR GOLD LIMITED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT 31 DECEMBER 1995 AND 1994
<TABLE>
<CAPTION>
US $ 000
NOTE 1995 1994
(NOTE 1(a)) (NOTE 1(1))
<S> <C> <C> <C>
CURRENT ASSETS
Cash 8 363,099 -
Receivables 9 420 -
- -----------------------------------------------------------------------------
TOTAL CURRENT ASSETS 363,519 -
- -----------------------------------------------------------------------------
NON-CURRENT ASSETS
Development properties 10 268,235 151,624
- -----------------------------------------------------------------------------
TOTAL NON-CURRENT ASSETS 268,235 151,624
- -----------------------------------------------------------------------------
TOTAL ASSETS 631,754 151,624
- -----------------------------------------------------------------------------
CURRENT LIABILITIES
Creditors and borrowings 11 10,054 -
Employee benefits 218 -
Retention 168 -
- -----------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 10,440 -
- -----------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES 14,15
- -----------------------------------------------------------------------------
NET ASSETS 621,314 151,624
=============================================================================
SHAREHOLDERS' EQUITY
Ordinary Shares, par value PGK $0.10:
Issued and outstanding: 900,000,000 Shares
in 1995 and none in 1994 12 68,085 -
Reserves 13 553,229 -
Joint venture contributions - 151,624
- -----------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 621,314 151,624
=============================================================================
</TABLE>
The accompanying notes form part of these financial accounts
S-6
<PAGE> 10
LIHIR GOLD LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDING 31 DECEMBER 1995, 1994 AND 1993
<TABLE>
<CAPTION>
US $ 000
1995 1994 1993
(NOTE 1(a)) (NOTE 1 (1)) (NOTE 1 (a))
<S> <C> <C> <C>
BALANCE AT BEGINNING OF PERIOD - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares 431,754 - -
Joint venture contributions 37,936 12,812 -
- ----------------------------------------------------------------------------------
469,690 12,812 -
- ----------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Development properties (123,877) (12,812) -
Interest received 7,266 - -
Increase in current assets (420) - -
Increase in current liabilities 10,440 (12,812) -
- ----------------------------------------------------------------------------------
(106,591) - -
- ----------------------------------------------------------------------------------
NET INCREASE IN CASH HELD 363,099 - -
- ----------------------------------------------------------------------------------
BALANCE AT END OF PERIOD 363,099 - -
==================================================================================
</TABLE>
The accompanying notes form part of these financial statements
S-7
<PAGE> 11
LIHIR GOLD LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO AND FORMING PART
OF THE ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER, 1995
NOTE 1: STATEMENT OF ACCOUNTING POLICIES
The financial statements have been prepared in accordance with applicable
International Accounting Standards (IAS). The financial statements have also
been prepared on the basis of historical costs and do not take into account
changing money values. Cost is based on the fair values of the consideration
given in exchange for assets. The accounting policies have been consistently
applied, unless otherwise stated.
The following is a summary of the significant accounting policies adopted by
the Company in the preparation of the financial statements.
(a) UNITING OF INTERESTS
The transfer of the Lihir Project to the Company has been accounted
for as a uniting of interests of the Company with the respective
interests of each participant in the Lihir Project. A uniting of
interests is accounted for by using the pooling of interests method in
accordance with IAS 22. Accordingly, the assets and liabilities
identified with the Lihir Project have been transferred to the
Company at historical cost and the Company's financial statements have
been restated to reflect the Lihir Project accounts for all periods
prior to the uniting of interests.
The substance of a uniting of interests is that no acquisition has
occurred and there has been a continuation of the mutual sharing of
risks and benefits that existed prior to the business combination.
Use of the pooling of interests method recognises this by accounting
for the combined enterprises as though the separate businesses were
continuing as before, though now jointly owned and managed.
(b) EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation expenditure is accumulated separately for
each area of interest.
Exploration expenditure is fully written off in the financial year in
which it is incurred, unless recoupment from revenue to be derived
from the relevant area of interest/mineral resource, or from the sale
of that area of interest, is reasonably assured.
Evaluation expenditure is capitalised, to the extent to which its
recoupment out of revenue to be derived from the relevant area of
interest/mineral resource, or from sale of that area of interest, is
reasonably assured.
Exploration or evaluation expenditure written off, or provided
against, is reinstated when recoupment out of revenue to be derived
from the relevant area of interest/mineral resource or from sale of
that area of interest, is reasonably assured.
(c) DEVELOPMENT PROPERTIES
Development expenditure is accumulated separately for each area of
interest in which economically recoverable mineral reserves have been
identified and are reasonably assured.
Once a development decision has been taken, all past and future
exploration and evaluation expenditure in respect of the area of
interest is aggregated with the costs of development and classified
under non-current assets as "Development Properties".
All expenditure incurred prior to the commencement of commercial levels
of production from each development property is carried forward to the
extent to which recoupment out of revenue to be derived from the sale
of production from the relevant development property, or from sale of
that property, is reasonably assured.
S-8
<PAGE> 12
No amortisation is provided in respect of development properties until
they are reclassified as "Mine Properties", following the commencement
of commercial production.
(d) MINE PROPERTIES
Mine properties represent the accumulation of all exploration,
evaluation, and development expenditure incurred by or on behalf of
the Company in relation to areas of interest in which mining of a
mineral resource has commenced.
When further development expenditure is incurred in respect of a mine
property after the commencement of production, such expenditure is
carried forward as part of the cost of that mine property, only when
substantial future economic benefits are thereby established,
otherwise such expenditure is classified as part of the cost of
production.
Amortisation of costs is provided on the unit-of-production method,
separate calculations being made for each mineral resource. The
unit-of-production basis results in an amortisation charge
proportional to the depletion of estimated recoverable gold ounces
contained in Ore Reserves (comprising both Proved and Probable Ore
Reserves).
(e) CAPITALISATION OF FINANCING COSTS
Interest, other financing costs and foreign exchange differences are
classified as part of development and mine properties where they
relate to funds raised for developing those properties. Interest
earned on the temporary investment of borrowed funds and funds
received in connection with the sale of equity securities prior to the
expenditure being made is deducted from interest paid on the borrowed
funds in arriving at the amounts so capitalised.
(f) MINE BUILDINGS, MACHINERY AND EQUIPMENT
The cost of each item of buildings, machinery and equipment is
depreciated over the expected useful life adopting the
unit-of-production method. Each item's economic life has due regard
to both physical life limitations and to present assessments of
economically recoverable reserves of the mine property and to possible
future variations in those assessments. Estimates of remaining useful
lives are made on a regular basis for all assets, with annual
reassessments for major items.
The total net carrying values of mine building, machinery and
equipment at each mine property are reviewed regularly and, to the
extent to which these values exceed their recoverable amounts, that
excess is fully provided against in the financial year in which this
is determined.
Major spares purchased specifically for particular plant are included
in the cost of plant and are depreciated over the expected useful life
of the item of plant.
(g) REMAINING MINE LIVES
In estimating the remaining life of the mine at each mine property for
the purpose of amortisation/depreciation calculations, due regard is
given, not only to the volume of remaining recoverable mineral
reserves, but also to limitations which could arise from the potential
for changes in technology, demand, product substitution and other
issues which are inherently difficult to estimate over a lengthy time
frame.
(h) RESTORATION, REHABILITATION AND ENVIRONMENTAL EXPENDITURE
Restoration, rehabilitation and environmental expenditure to be
incurred during the production phase of operations is accrued when the
need for such expenditure is established, and then written off as part
of the cost of production of the mine property concerned. Significant
restoration, rehabilitation and environmental expenditure to be
incurred subsequent to the cessation of production at each mine
property is accrued, in proportion to production, when the amount of
expenditure can be reasonably estimated.
S-9
<PAGE> 13
(i) INVENTORIES
Inventories of broken ore, concentrate and metal are physically
measured or estimated and valued at the lower of cost and net
realisable value.
Cost comprises direct material, labour and transportation expenditure
in getting such inventories to their existing location and condition,
together with an appropriate portion of fixed and variable overhead
expenditure, based on weighted average costs incurred during the
period in which such inventories are produced. Net realisable value
is the amount estimated to be obtained from sale of the item of
inventory in the normal course of business, less any anticipated costs
to be incurred prior to its sale.
Inventories of consumable supplies and spare parts expected to be used
in production are valued at weighted average cost.
(j) REVENUE RECOGNITION
Sales are recognised as revenue only when there has been a passing of
risk to the customer, and:
* the product is in a form suitable for delivery and no further
processing is required by, or on behalf of, the Company;
* the quantity and quality (grade) of the product can be
determined with reasonable accuracy;
* the product has been despatched to the customer and is no
longer under the physical control of the Company (or property
in the product has earlier passed to the customer); and
* the selling price can be measured reliably.
Sales revenue represents the gross proceeds receivable from the
customer.
Revenue received from sale/disposal of product, materials or services
during the exploration, expenditure or development phases of
operations is offset against expenditure in respect of the area of
interest/mineral resource concerned.
(k) EMPLOYEE ENTITLEMENTS
(i) Wages and Salaries
A liability for wages and salaries is recognised, and measured
as the amount unpaid at balance date at current pay rates in
respect of employees' services up to that date.
(ii) Annual and Long Service Leave
A liability for annual and long service leave is recognised,
and measured as the present value of expected future payments
to be made in respect of services provided by employees up to
balance date. In assessing expected future payments regard is
had to expected future wage and salary levels and experience
of employee departures and periods of service.
(l) FOREIGN CURRENCY TRANSLATION
As the Company's turnover is denominated in US dollars and the
majority of its fixed asset purchases and costs are in US dollars or
currencies related to US dollars, the Company's Directors have adopted
the US dollar as the Company's functional and management reporting
currency.
The Company's Kina figures are translated from US dollars at the rate
prevailing at 31 December 1995 of PGK 1.00 = $0.75. Movements in the
share capital account are accounted for as a capital reserve.
S-10
<PAGE> 14
Specific Commitment
Currency hedging could be undertaken to avoid or minimise possible
adverse financial effects of movements in exchange rates. Gains or
costs arising upon entry into a hedging transaction intended to hedge
the purchase or sale of goods or services, together with subsequent
exchange gains or losses resulting from those transactions up to the
date of purchase or sale, are deferred and included in the measurement
of the purchase or sale. In the case of hedges of monetary items,
exchange gains or losses are brought to account in the financial year
in which the exchange rate changes. Gains or costs arising at the
time of entering into such hedging transactions are brought to account
in the profit and loss account over the lives of the hedges.
(m) GOLD HEDGING CONTRACTS
Unrealised gains and losses on gold hedging contracts covering
expected future gold production, are not recognised as revenue until
delivery of gold against the contract occurs. Any instruments entered
into which are not for the purpose of hedging future sales revenues
are recorded at their market value at the year end. Gains and losses
on these instruments are brought to account each year in the profit
and loss account.
(n) INCOME TAX
Tax effect accounting procedures are followed whereby the income tax
expense in the profit and loss account is matched with the accounting
profit (after allowing for permanent differences). The future tax
benefit relating to tax losses is not carried forward as an asset
unless the benefit is assured beyond any reasonable doubt. Income tax
on net cumulative timing differences is set aside to the deferred
income tax and future income tax benefit accounts at the rates which
are expected to apply when those timing differences reverse.
(o) LEASES
Leases of fixed assets where substantially all the risks and benefits
incidental to the ownership of the asset, but not the legal ownership
transferred to the Company, are classified as finance leases. Finance
leases are capitalised, recording an asset and liability equal to the
present value of the minimum lease payments, including any guaranteed
residual values. Leased assets are amortised over their estimated
useful lives. Lease payments are allocated between the reduction of
the lease liability and the lease interest expense for the period.
Lease payments for operating leases, where substantially all the risks
and benefits remain with the lessor, are charged as expenses in the
periods in which they are incurred.
(p) CASH
For the purpose of the statement of cash flows, cash includes:
(i) cash on hand and in at call deposits with banks or financial
institutions, net of bank overdrafts; and
(ii) investments in money market instruments with less than 90 days
to maturity.
(q) GEOGRAPHIC AREA
The Company operates in Papua New Guinea.
(r) COMPARATIVE FIGURES
Comparative figures have been included in accordance with
International Accounting Standards for the pooling of interests.
(s) ROUNDING OF AMOUNTS
The financial statements and directors' report have been rounded to
the nearest thousand dollars.
S-11
<PAGE> 15
NOTE 2: SPECIAL MINING LEASE
The Special Mining Lease was issued on 17 March, 1995 and has a term of 40
years. Under the Mining Act, it may be renewed for subsequent 20 year periods
at the discretion of the PNG Government.
NOTE 3: REQUIREMENTS REGARDING CASH RESERVES
The PNG Central Banking (Foreign Exchange and Gold) Regulations generally
require PNG companies to hold all cash reserves in Kina. Prior approval of the
PNG Central Bank is required to convert funds from Kina into other currencies.
Under the Mining Development Contract, however, the Company has permission to
retain funds in foreign currencies to meet its obligations.
NOTE 4: DIVIDEND RESTRICTIONS
The Loan Agreement prohibits the payment of dividends by the Company prior to
Completion (as defined in the Loan Agreement) and permits the payment of
dividends thereafter only on the quarterly payment dates under the Loan
Agreement and only if certain conditions are met, including a condition that
after payment of such dividends and all other payments required under the Loan
Agreement the company has a specified minimum cash balance in an offshore
account and a Debt Cover ratio (as defined in the Loan Agreement) of not less
than 1.25:1.
NOTE 5: OPERATING PROFIT
<TABLE>
<CAPTION>
US$ 000
1995 1994 1993
<S> <C> <C> <C>
Operating Profit before income
tax expense has been determined
after: - - -
(i) Charging as expenses: - - -
(ii) Crediting as Income: - - -
</TABLE>
It is noted that all items of income and expenditure relate to the development
properties and as such have been capitalised.
S-12
<PAGE> 16
NOTE 6: REMUNERATION AND RETIREMENT BENEFITS
(a) Directors' and Executive Officers Remuneration (US$000s)
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
Income received or due and receivable by all directors
including insurance premiums to indemnify
liability while acting as a director & executive officer: 921 685 -
Executive directors & executive officers: 847 685 -
</TABLE>
The names of Company directors who have held office during the financial year
are:
Garnaut, Ross Telfer, Ian
Lepani, Charles Gavin Thomas
Jonathan Leslie Andrew Vickerman
Loudon, A. Geoffrey Jeffrey Forbes (Alternate for JCA Leslie)
John O'Reilly John Kulala (Alternate for CW Lepani)
Mark Soipang Charles Lutyens (Retired)
Joseph Tauvasa
Meg Taylor
(b) Retirement and superannuation payments
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
Amounts paid directly on retirement from office or to
prescribed superannuation funds for the
provision of retirement benefits for:
Principal executive officer - - -
Directors - - -
</TABLE>
NOTE 7: AUDITORS' REMUNERATION
<TABLE>
<CAPTION>
Amounts received or due and receivable by US$000
1995 1994 1993
<S> <C> <C> <C>
Company auditors for:
- auditing the accounts 30 7 -
- other services 747 5 -
</TABLE>
S-13
<PAGE> 17
NOTE 8: CASH
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
CASH AT BANK 1,372 - -
At call deposits with financial institutions 149,012 - -
Treasury bills and commercial paper 212,715 - -
- --------------------------------------------------------------------------------------
363,099 - -
======================================================================================
</TABLE>
NOTE 9: RECEIVABLES
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
CURRENT
Prepayments 41 - -
Amounts receivable from:
- - other related bodies corporate 379 - -
- -------------------------------------------------------------------------------------
420 - -
=====================================================================================
</TABLE>
NOTE 10: OTHER ASSETS
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
NON-CURRENT
DEVELOPMENT PROPERTIES
- - Exploration and evaluation phase 146,005 146,005 -
- - Development phase 115,005 5,619 -
- - Interest received (7,266) - -
- - Borrowing costs 10,054 - -
- - Foreign currency translation 4,437 - -
- -------------------------------------------------------------------------------------
Total development properties 268,235 151,624 -
=====================================================================================
</TABLE>
S-14
<PAGE> 18
NOTE 11: CREDITORS AND BORROWINGS
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
Current
Creditors and borrowing
Trade creditors and accruals 9,492 - -
Amounts payable to related bodies 562 - -
- --------------------------------------------------------------------------------------
10,054 - -
======================================================================================
</TABLE>
NOTE 12: SHARE CAPITAL
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
(a) AUTHORIZED CAPITAL
2 billion ordinary shares of K0.10 each 148,000 - -
- --------------------------------------------------------------------------------------
(b) ISSUED AND OUTSTANDING CAPITAL
900,000,000 ordinary shares of K0.10 68,085 - -
each, fully paid
======================================================================================
</TABLE>
(c) On 17 March, 1995 the Company issued 100 shares at K1.00 which were
subsequently split into 1000 shares of K0.10 each on 4 August 1995.
(d) On 13 October, 1995 the company issued 866,475,701 ordinary shares
and on 19 October 33,523,299 a total of ordinary shares of K0.10 at a
premium as follows:
<TABLE>
<CAPTION>
NO. OF SHARES PREMIUM PER SHARE
<S> <C> <C> <C>
Shares issued to sponsors 514,461,874* $ 0.2928 (K0.3904)
Global Offering 385,537,126 $ 1.09157 (K1.45543)
</TABLE>
* The shares issued to the sponsors are held in escrow for a period
of two years commencing 13 October, 1995.
(e) SHARE OPTIONS
The Company granted to the sponsors 7,200,000 share options at a
price 15 percent above the final institutional price in
consideration for their agreement to underwrite the over-allotment
options under the Companies Global Offering. The option is valid for
a period of five years and if exercised during the escrow period the
shares would be subject to the escrow conditions.
S-15
<PAGE> 19
NOTE 13: RESERVES
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
CAPITAL RESERVE
Share premium reserve 553,229 - -
Foreign currency translation reserve - - -
- ------------------------------------------------------------------------------------------
553,229 - -
==========================================================================================
</TABLE>
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
MOVEMENTS DURING THE YEAR
Share premium reserve
Premium on shares issued 571,475 - -
Less underwriters' fees (18,246) - -
- ------------------------------------------------------------------------------------------
553,229 - -
==========================================================================================
</TABLE>
NOTE 14: CAPITAL AND LEASING COMMITMENTS
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
(a) Operating Lease Commitments
Non-cancellable operating leases for
facilities and automobiles contracted
for but not capitalised in the accounts:
Payable
- 1995 - 834 -
- 1996 944 775 -
- 1997 302 159 -
- 1998 - - -
- 1999 - - -
- 2000 - - -
- ------------------------------------------------------------------------------------------
1,246 1,768 -
==========================================================================================
</TABLE>
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
(b) Capital Expenditure Commitments
Capital expenditure commitments contracted for:
Capital expenditure projects 228,231 - -
- ------------------------------------------------------------------------------------------
Payable:
- not later than one year 195,755 - -
- later than one year but not later than 2 years 32,476 - -
- ------------------------------------------------------------------------------------------
228,231 - -
==========================================================================================
</TABLE>
S-16
<PAGE> 20
NOTE 15: CONTINGENT LIABILITIES
There are no material amounts of contingent liabilities, not provided for in
the accounts.
ENVIRONMENTAL CONTINGENT LIABILITY
A contingent liability exists in the Company in relation to the restoration,
monitoring and control of mine sites and in respect of possible but
unidentified remediation requirements on certain such sites. The extent to
which contingent liabilities may involve future costs is not possible to
measure.
NOTE 16: FINANCIAL FACILITIES
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
Loan facilities 310 - -
Amount utilised - - -
- ----------------------------------------------------------------------
Unused loan facilities 310 - -
======================================================================
</TABLE>
The major facilities are summarised as follows:
(a) $300,000,000 Limited Recourse Project Financing Facility with a syndicate
of 25 banks, which expires on 11 August, 2005. Interest payments under the
facility are based on LIBOR plus a margin which varies over time. Mandatory
prepayments are required under the Loan Agreement in certain conditions.
There are certain conditions precedent to first drawdown including hedging
and political risk insurance cover still in place. The first drawdown is
forecast for the fourth quarter 1996. The sponsors have guaranteed the
facility until completion. The Company has provided a range of covenants
and warranties in relation to the facility.
(b) $10,000,000 Subordinated Priority Loan Agreement with UBS Australia Ltd for
the Purchase of Put Options which expires on 11 August 2005. Interest
payments under the facility are based on LIBOR plus a margin which varies
over time. The Company has provided a range of covenants and warranties in
relation to the facility.
NOTE 17: SCHEDULE OF DEBTS RECEIVABLE AND DEBTS PAYABLE
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
Debts receivable:
- - not later than one year 420 - -
=================================================================================
Debts payable:
- - not later than one year 10,054 - -
=================================================================================
</TABLE>
S-17
<PAGE> 21
NOTE 18: EVENTS SUBSEQUENT TO BALANCE DATE
LOAN FACILITY EUROPEAN INVESTMENT BANK ("EIB")/MINERAL RESOURCES DEVELOPMENT
COMPANY PTY LTD ("MRDC")
On 15 February the Company entered an Agreement with EIB and MRDC whereby the
European Investment Bank will lend funds to MRDC who will on-lend those funds
to the Company. The amount of the loan is 25 million European Currency Units
(ECU's) currently equivalent to approximately US$32 million. The funds are
provided to MRDC at a concessional rate of interest. The drawdown period is up
to 3 years and 11 months from the date of the Agreement. The interest rate
payable by the Company will be 2 percent above the cost of funds of EIB at the
time of the drawdown. EIB's current cost of funds is approximately 50 points
above the 90 day LIBOR rate. The Loan Principal is repayable by way of 16
semi-annual instalments commencing four years after loan signature. The
payment of interest under the loan will be deferred during the construction
period and will be repaid when permitted under the Senior Debt Loan Agreement.
The loan is unsecured. There are various conditions precedent to the loan
being drawn by the Company including the signing of an onlending agreement
between the Company and MRDC which is expected to be finalised shortly.
NOTE 19: RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and
conditions which are no more favourable than those available to other parties.
MANAGEMENT AGREEMENT
Lihir Management Company Pty Ltd, (LMC) a wholly owned subsidiary of RTZ,
manages the Company and the Lihir Project pursuant to the Management Agreement
dated 17 March 1995 and receives a management fee for managing the project.
There are four directors who are on the Board of the Company and LMC.
<TABLE>
<CAPTION>
US$000
1995 1994 1993
<S> <C> <C> <C>
Related Companies
RTZ supplies labour on a secondment
basis and bears expenses on behalf of
the project which are subsequently
recharged to the project 1,127 640 -
- -----------------------------------------------------------------------------
LMC management fee 875 123 -
=============================================================================
</TABLE>
S-18
<PAGE> 22
NOTE 20: RECONCILIATION TO US GAAP
The Company's accounting policies vary in certain important respects from the
accounting principles generally accepted in the United States ("US GAAP"). Such
differences principally affect the measurement of mineral development costs and
certain reclassification issues.
Exploration costs
For the purposes of US GAAP, the Company's policy is to expense exploration and
evaluation costs when incurred. When a commercial mineral deposit has been
identified and the decision has been made to formulate a mining plan, the costs
of developing the mine are capitalized. The Company's management determined
that a commercial mineral deposit existed in 1992 and for the purpose of US
GAAP all expenditure incurred since this date has been capitalized. In
accordance with the Company's mineral development properties accounting policy
under IAS, exploration and development costs of $113.7 million incurred prior
to the date that commercial feasibility was determined to exist have been
capitalised as part of the mineral development property asset. Under US GAAP
such costs would have been expensed.
Reconciliation to generally accepted accounting principles in the United States
<TABLE>
<CAPTION>
1995 1994
US $000 US $000
<S> <C> <C>
Shareholders' Equity in accordance with IAS GAAP 621,314 151,624
Plus:
Interest received 7,266 -
Less:
General and administrative costs expensed (7,298) (1,400)
Project financing (8,994) (1,900)
Reversal of exploration and evaluation costs incurred
prior to identification of commercial feasibility (113,700) (113,700)
- -------------------------------------------------------------------------------------------
ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE UNDER
US GAAP (122,726) (117,000)
- -------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY UNDER US GAAP 498,588 34,624
===========================================================================================
Net Income/loss in accordance with IAS GAAP - -
Plus:
Interest received 7,266 -
Less:
General and administrative costs expensed (5,898) (300)
Project financing costs (7,094) (1,800)
- -------------------------------------------------------------------------------------------
NET LOSS UNDER US GAAP (5,726) (2,100)
- -------------------------------------------------------------------------------------------
NET LOSS PER ORDINARY SHARE (0.006) -
===========================================================================================
</TABLE>
S-19
<PAGE> 23
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Document
- ----------- --------
<S> <C> <C>
*3(a) -- Restated Articles of Incorporation of the Company, as amended and restated through May 11, 1988
(Exhibit 4(a) to the Company's Registration Statement on Form S-3 as filed with the Commission
on January 14, 1994; Registration No. 33-51921).
*3(b) -- Certificate of Resolution Establishing Designation, Preferences and Rights of $3.25 Convertible
Preferred Stock (Exhibit 4(b) to the Company's Registration Statement on Form S-3 as filed with
the Commission on January 14, 1994; Registration No. 33-51921).
*3(c) -- Bylaws of the Company, as amended through March 1, 1994 (Exhibit 3(c) to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995; File No. 1-9666).
*4(a)(1) -- Rights Agreement, dated November 10, 1988, between the Company and NCNB Texas National Bank, as
Rights Agent (Exhibit to the Company's Form 8 filed with the Commission on November 30, 1988,
amending the Company's Current Report on Form 8-K dated November 21, 1988; File No. 1-9666).
*4(a)(2) -- First Amendment to Rights Agreement, dated July 30, 1992, between the Company and the Bank of
New York, as successor Rights Agent (Exhibit 4(a)(2) to the Company's Annual Report on Form 10-
K for the year ended December 31, 1992; File No. 1-9666).
*4(b) -- Specimen Stock Certificate for the Common Stock of the Company (Exhibit 4(b) to the Company's
Annual Report on Form 10-K for the year ended December 1, 1988; File No. 1-9666).
*4(c) -- Fiscal and Paying Agency Agreement, dated as of January 4, 1990, between the Company and
Citibank, N.A., Fiscal Agent (Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1989; File No. 1-9666).
*4(d)(1) -- Credit Agreement, dated as of December 29, 1989, among the Company, the banks named therein and
Citibank, N.A., as agent, as amended (Exhibit 4(a) to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992; File No. 1-9666).
</TABLE>
E-1
<PAGE> 24
<TABLE>
<S> <C> <C>
*4(d)(2) -- Amendment to Credit Agreement, dated April 30, 1994, among the Company, the lenders parties
thereto and Citibank, N.A., as agent (Exhibit 4 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994; File No. 1-9666).
*4(d)(3) -- Amendment to Credit Agreement, dated May 12, 1995, among the Company, the lenders parties
thereto and Citibank, N.A., as agent (Exhibit 4(a) to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995; File No. 1-9666).
*4(e)(1) -- Investment Agreement, dated May 22, 1992, between Empresa Minera Inti Raymi S.A. and
International Finance Corporation (Exhibit 4(e) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1992; File No. 1-9666).
*4(e)(2) -- Amendment to Investment Agreement and Waiver, effective as of December 31, 1994, between
Empresa Minera Inti Raymi S.A. and International Finance Corporation (Exhibit 4(a) to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; File No. 1-9666).
*4(f)(1) -- Finance Agreement, dated as of September 14, 1992, between Empresa Minera Inti Raymi S.A. and
Overseas Private Investment Corporation (Exhibit 4(f) to the Company's Annual Report on Form
10-K for the year ended December 31, 1992; File No. 1-9666).
*4(f)(2) -- First Amendment to Finance Agreement and Limited Waiver, effective as of December 31, 1994,
between Empresa Minera Inti Raymi S.A. and Overseas Private Investment Corporation (Exhibit
4(f)(2) to the Company's Annual Report on Form 10-K for the year ended December 31, 1994; File
No. 1-9666).
*4(f)(3) -- Letter Agreement dated December 31, 1994, among Overseas Private Investment Corporation, Battle
Mountain Gold Company, Kori Kollo Corporation and Zeland Mines, S.A. (Exhibit 4(c) to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, File No. 1-9666).
*4(g)(1) -- Loan Agreement, dated June 29, 1992, between Empresa Minera Inti Raymi S.A. and Corporacion
Andina de Fomento (English translation) (Exhibit 4(g) to the Company's Annual Report on Form
10-K for the year ended December 31, 1992; File No. 1-9666).
</TABLE>
E-2
<PAGE> 25
<TABLE>
<S> <C> <C>
*4(g)(2) -- Amendment to Loan Agreement, effective as of December 31, 1994, between Empresa Minera Inti
Raymi S.A. and Corporacion Andina de Fomento (English translation) (Exhibit 4(b) to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; File No. 1-9666).
++4(h) -- Credit Agreement, dated as of November 6, 1995, among the Company, the banks named therein and
Citibank, N.A., as agent.
+*10(a)(1) -- Battle Mountain Gold Company 1988 Deferred Income Stock Option Plan, as amended through May 18,
1995 (Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995; File No. 1-9666).
+*10(a)(2) -- Specimen of Deferred Income Stock Option Agreement for officers of the Company, as amended and
restated (Exhibit 10(a)(4) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992; File No. 1-9666).
+*10(b)(1) -- 1985 Stock Option Plan of the Company, as amended and restated effective April 7, 1993 (Exhibit
10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993; File
No. 1-9666).
+*10(b)(2) -- First Amendment to 1985 Stock Option Plan of the Company, effective May 12, 1995 (Exhibit
10(b)(1) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;
File No. 1-9666).
+*10(b)(3) -- Specimen of the Company's 1985 Stock Option Plan Non-Qualified Stock Option Agreement for
executive officers of the Company (Exhibit 10(a)(1) to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1993; File No. 1-9666).
+*10(b)(4) -- Specimen Amendment to the Company's 1985 Stock Option Plan Non-Qualified Stock Option Agreement
for executive officers of the Company (Exhibit 10(b)(2) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995; File No. 1-9666).
+*10(b)(5) -- Specimen of the Company's 1985 Stock Option Plan Incentive Stock Option Agreement for executive
officers of the Company (Exhibit 10(a)(2) to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1993; File No. 1-9666).
+*10(b)(6) -- Specimen Amendment to the Company's 1985 Stock Option Plan Incentive Stock Option Agreement for
executive officers of the Company (Exhibit 10(b)(3) to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995; File No. 1-9666).
</TABLE>
E-3
<PAGE> 26
<TABLE>
<S> <C> <C>
+*10(c)(1) -- Battle Mountain Gold Company 1986 Restricted Stock Plan, as amended and restated (Exhibit 4(d)
to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1988; File No.
1-9666).
+*10(c)(2) -- Specimen of Agreement under the Company's 1986 Restricted Stock Plan (Exhibit 10(c)(2) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1992; File No. 1-9666).
+*10(d)(1) -- Battle Mountain Gold Company 1988 Long-Term Performance Unit Plan, as amended and restated
effective July 1, 1992 (Exhibit 10(d)(1) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992; File No. 1-9666).
+*10(d)(2) -- Specimen of Agreement under the Company's 1988 Long-Term Performance Unit Plan (Exhibit
10(d)(2) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992; File
No. 1-9666).
+*10(e)(1) -- Battle Mountain Gold Company Deferred Compensation Plan (Exhibit 10(b) to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993; File No. 1-9666).
+*10(e)(2) -- Specimen of the Company's Deferred Compensation Agreement for directors of the Company (Exhibit
10(d) to the Company's Annual Report on Form 10-K for the year ended December 31, 1986; File
No. 0-13728).
+*10(f)(1) -- Battle Mountain Gold Company Executive Supplemental Retirement Income Plan (Exhibit 10(f)(1) to
the Company's Annual Report on Form 10-K for the year ended December 31, 1992; File No. 1-
9666).
+_*10(f)(2) -- Specimen of the Company's Executive Supplemental Retirement Income Plan Agreement (Exhibit
10(f)(2) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992; File
No. 1-9666).
+_*10(g)(1) -- Specimen of the Company's Severance Agreements with officers of the Company regarding certain
benefits payable in the event of change of control of the Company (Exhibit 10(f) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1986; File No. 0-13728).
+*10(g)(2) -- Severance Agreement, dated June 5, 1992, between the Company and R. Dennis O'Connell (Exhibit
10(g)(2) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992; File
No. 1-9666).
+*10(h) -- Battle Mountain Gold Company Contribution Equalization Plan, as amended and restated effective
as of November 10, 1988 (Exhibit 10(h) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992; File No. 1-9666).
</TABLE>
E-4
<PAGE> 27
<TABLE>
<S> <C> <C>
+*10(i) -- Battle Mountain Gold Company Executive Productivity Bonus Plan, as amended and restated
effective January 1, 1994 (Exhibit 10(i) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993; File No. 1-9666).
*10(j)(1) -- Battle Mountain Gold Company Non-Qualified Stock Option Plan for Outside Directors. (Exhibit
10(m) to the Company's Annual Report on Form 10-K for the year ended December 31, 1991; File
No. 1-9666).
*10(j)(2) -- Amendment to Battle Mountain Gold Company Non-Qualified Stock Option Plan for Outside Directors
effective January 1, 1995 (Exhibit 10(j)(2) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994; File No. 1-9666).
*10(j)(3) -- Specimen of Director's Stock Option Agreement under the Company's Non-Qualified Stock Option
Plan for Outside Directors (Exhibit 10(j)(2) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1992; File No. 1-9666).
*10(k) -- Heads of Agreement, dated March 23, 1989, among the Company, Niugini Mining Limited and the
individuals listed on the signature page thereto (Exhibit 10(k) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1988; File No. 1-9666).
*10(l) -- Mining Lease, dated May 5, 1987, granted by the Queensland (Australia) Department of Mines to
Pajingo Gold Mine Pty. Ltd. (Exhibit 28(a) to the Company's Current Report on Form 8-K dated
February 14, 1990; File No. 1-9666).
*10(m) -- Mining Lease, dated October 1, 1987, as amended, between Earth Sciences, Inc. and Battle
Mountain Gold Company (Exhibit 28(b) to the Company's Current Report on Form 8-K dated February
14, 1990; File No. 1-9666).
*10(n) -- Special Mining Lease No. 6, dated March 17, 1995, granted by the Independent State of Papua New
Guinea to Kennecott Explorations (Australia) Ltd., Niugini Mining Limited and Mineral Resources
Lihir Pty. Limited (Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, File No. 1-9666).
+*10(o)(1) -- 1994 Long-Term Incentive Plan of Battle Mountain Gold Company, as effective April 21, 1994
(Exhibit 10(a)(1) to the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994; File No. 1-9666).
</TABLE>
E-5
<PAGE> 28
<TABLE>
<S> <C> <C>
+*10(o)(2) -- Specimen of the Company's 1994 Long-Term Incentive Plan Non-Qualified Stock Option Agreement
(Exhibit 10(c)(1) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995; File No. 1-9666).
+*10(o)(3) -- Specimen of the Company's 1994 Long-Term Incentive Plan Incentive Stock Option Agreement
(Exhibit 10(c)(2) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995; File No. 1-9666).
+*10(o)(4) -- Specimen of the Company's 1994 Long-Term Incentive Plan Restricted Stock Agreement (Exhibit
10(a)(4) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994;
File No. 1-9666).
+*10(o)(5) -- Specimen of the Company's 1994 Long-Term Incentive Plan Performance Unit Agreement (Exhibit
10(n)(5) to the Company's Annual Report on Form 10-K for the year ended December 31, 1994; File
No. 1-9666).
+*10(p)(1) -- Specimen Split-Dollar Agreement (Individual) (Exhibit 10(o)(1) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994; File No. 1-9666).
+*10(p)(2) -- Specimen Amendment to Split-Dollar Agreement (Individual) (Exhibit 10(o)(2) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994; File No. 1-9666).
+*10(p)(3) -- Specimen Split-Dollar Agreement (Trustee) (Exhibit 10(o)(3) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994; File No. 1-9666).
+*10(p)(4) -- Specimen Amendment to Split-Dollar Agreement (Trustee) (Exhibit 10(o)(4) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994; File No. 1-9666).
+*10(q)(1) -- Battle Mountain Gold Company Supplemental Executive Retirement Plan (Exhibit 10(d)(1) to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; File No. 1-9666).
+*10(q)(2) -- Battle Mountain Gold Company Supplemental Executive Retirement Plan Trust Agreement (Exhibit
10(d)(2) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;
File No. 1-9666).
+_*10(q)(3) -- Specimen of the Company's Supplemental Executive Retirement Plan Agreement (Exhibit 10(b) to
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, File No.
1-9666).
++11 -- Computation of Earnings Per Common Share.
</TABLE>
E-6
<PAGE> 29
<TABLE>
<S> <C> <C>
++12 -- Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and
Preferred Dividends.
++21 -- Subsidiaries of the Company.
++23(a) -- Consent of Price Waterhouse LLP.
++23(b) -- Consent of Arthur Andersen LLP.
++23(c) -- Consent of Coopers & Lybrand.
23(d) -- Consent of Coopers & Lybrand.
++24 -- Powers of Attorney
++27 -- Financial Data Schedule
- ------------------------
</TABLE>
* Incorporated by reference as indicated.
++ Previously filed.
+ Represent management contracts or compensatory plans or arrangements
required to be filed as exhibits to this Annual Report by Item
601(10)(iii) of Regulation S-K.
_ Pursuant to Instruction 2 accompanying paragraph (a) and the
Instruction accompanying paragraph (b)(10)(iii)(B)(6) of Item 601 of
Regulation S-K, the registrant has not filed each executive officer's
individual Executive Supplemental Retirement Income Agreement with the
Company as an exhibit hereto; the registrant has agreements
substantially identical to Exhibit 10(q)(3) above with each of Karl E.
Elers, Kenneth R. Werneburg, Joseph L. Mazur, R. Dennis O'Connell,
Robert J. Quinn and Fred B. Reisbick. In addition, the registrant
has not filed each executive officer's individual Severance Agreement
with the Company as an exhibit hereto; the registrant has agreements
substantially identical to Exhibit 10(g)(1) above with each of Messrs.
Elers, Werneburg, Mazur, Quinn and Reisbick.
E-7
<PAGE> 1
EXHIBIT 23(d)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the previously filed
Registration Statements of Battle Mountain Gold Company on Form S-3 Nos.
33-51921 and 333-06305 and Form S-8 Nos. 33-14605, 33-22146, 33-47570 and
33-53195 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 this Annual Report on
Form 10-K/A.
COOPERS & LYBRAND
Port Moresby, Papua New Guinea
July 16, 1996
