SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
BATTLE MOUNTAIN GOLD COMPANY
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. N/A
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO - BATTLE MOUNTAIN GOLD]
[GRAPHIC OMITTED]
NEWS
IMMEDIATE RELEASE
CONTACT: JOSEPH J. BAYLIS
(713) 653-7207 OR
[email protected]
WEB PAGE: WWW.BMGOLD.COM
SEC DECLARES NEWMONT REGISTRATION STATEMENT EFFECTIVE FOR BATTLE MOUNTAIN
MERGER; BATTLE MOUNTAIN SETS SHAREHOLDER MEETINGS FOR JANUARY 5
HOUSTON, November 22, 2000-- Newmont Mining Corporation and Battle Mountain Gold
Company said the U.S. Securities and Exchange Commission has declared effective
Newmont's registration statement concerning the merger transaction involving the
two companies. Newmont's registration statement was filed earlier today.
Under the merger agreement, announced June 21, each of Battle Mountain's
outstanding shares of common stock and exchangeable shares will be exchanged for
0.105 shares of Newmont's common stock. Upon completion of the merger, Battle
Mountain Gold will become a wholly-owned subsidiary of Newmont. The transaction
is expected to qualify for treatment as a pooling-of-interests for financial
reporting purposes and is expected to close by January 10, 2001. Completion of
the merger is subject to customary regulatory approvals and approval by the
Battle Mountain and Battle Mountain Canada shareholders, as well as satisfaction
or waiver of the conditions set forth in the merger agreement between the
parties.
Battle Mountain has scheduled, with the agreement of Newmont, special meetings
of its shareholders for January 5, 2001 to approve the proposed merger.
Shareholders of record on December 1, 2000 are eligible to vote. Approval of the
merger requires the affirmative vote of a majority of the outstanding shares of
Battle Mountain common stock and Battle Mountain Canada exchangeable shares,
voting together with the common stock through a special voting trust, and of a
majority of the outstanding shares of Battle Mountain convertible preferred
stock, voting separately. In addition, Battle Mountain Canada exchangeable
shares must separately approve the transaction by two-thirds of the votes cast
at a special meeting of Battle Mountain Canada.
Noranda Inc., a 28 percent shareholder in Battle Mountain, has agreed to vote
its shares in favor of the transaction. Upon completion of the merger, Newmont's
outstanding shares will increase to approximately 192.4 million. Battle
Mountain's 2.3 million shares of convertible preferred stock will become Newmont
convertible preferred stock and Newmont will assume approximately $199 million
in Battle Mountain's long-term debt.
<PAGE>
Newmont is North America's largest gold producer, with operations in the United
States, Peru, Indonesia, Uzbekistan, and Mexico. Estimated gold production for
2000 is 4.8 million ounces.
Battle Mountain Gold Company has operations in northern Ontario, Canada and
Bolivia, as well as interests in mines in Australia and Papua New Guinea. Battle
Mountain expects to produce 760,000 ounces of gold this year. The company's
Phoenix project in northern Nevada, thirty miles southeast of Newmont's Lone
Tree complex, complements Newmont's Nevada operations.
###
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
This press release includes forward-looking information and statements about
Battle Mountain Gold Company that are intended to be covered by the safe harbor
for "forward-looking statements" provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts. These statements include financial projections and estimates
and their underlying assumptions; statements regarding plans, objectives and
expectations with respect to future operations, products and services; and
statements regarding future performance. Forward-looking statements are
generally identified by the words "expect," "anticipates," "believes,"
"intends," "estimates" and similar expressions. The forward-looking information
and statements in this press release are subject to various risks and
uncertainties, many of which are difficult to predict and generally beyond the
control of Battle Mountain, that could cause actual results to differ materially
from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include those
discussed or identified in the public filings with the U.S. Securities and
Exchange Commission (SEC) made by Battle Mountain; risks and uncertainties with
respect to the effect of gold price and foreign exchange rate fluctuations, and
general economic conditions such as changes in interest rates and the
performance of the financial markets, changes in domestic and foreign laws,
regulations and taxes, changes in competition and pricing environments, the
occurrence of significant natural disasters, civil unrest and general market and
industry conditions.
ADDITIONAL INFORMATION
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Battle Mountain
in connection with its proposed merger with a wholly owned subsidiary of Newmont
Mining Corporation, and their interests in the solicitation, are set forth in a
Schedule 14A filed by Battle Mountain on June 21, 2000 with the SEC. Newmont and
Battle Mountain have filed a definitive proxy statement/prospectus and other
relevant documents concerning the proposed transaction with the SEC. INVESTORS
ARE URGED TO READ THE PROXY MATERIALS THAT ARE AVAILABLE AND ARE FILED WITH THE
SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ON THE PROPOSED MERGER
transaction. Investors are able to obtain the documents free of charge at the
SEC's website (www.sec.gov). In addition, documents filed with the SEC by
Newmont may be obtained free of charge by contacting Newmont Mining Corporation,
1700 Lincoln Street, Denver, CO 80203, (303) 863-7414. Documents filed with the
SEC by Battle Mountain will be available free of charge by contacting Battle
Mountain Gold Company, 333 Clay Street, 42nd Floor, Houston, Texas 77002, (713)
650-6400. INVESTORS SHOULD READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
