Article VIII of the Battle Mountain Gold Company Amended Bylaws, dated as of
March 21, 1997, is hereby amended to add, after the first paragraph, the
following:
The provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada
General Corporation Law do not apply to the Corporation with respect to
the acquisition by Newmont, a Delaware corporation ("Newmont"), or any
person controlled by Newmont or, to the extent any such person is
deemed to be an acquiring person or a person acting in concert with an
acquiring person within the meaning of such provisions, any person
controlling Newmont at the time of such acquisition, of the outstanding
shares of the Corporation in the arrangement referred to in the
Agreement and Plan of Merger, dated as of June 21, 2000, among the
Corporation, Newmont and Bounty Merger Corp., a Nevada corporation and
a wholly-owned subsidiary of Newmont.
