<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________________ TO ___________________
COMMISSION FILE NUMBER 1-9666
BATTLE MOUNTAIN GOLD COMPANY
(EXACT NAME OF THE 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, including Zip Code)
(713) 650-6400
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year if
changed since last report)
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
----- ------
Number of shares of Common Stock outstanding as of the latest
practicable date, July 31, 2000: 131,903,759. In addition, as of such date,
there were outstanding 98,010,538 Exchangeable Shares of Battle Mountain
Canada Ltd. which are exchangeable at any time into Common Stock on a
one-for-one basis, entitle their holders to dividend and other rights
economically equivalent to those of the Common Stock, and through a voting
trust, vote at meetings of stockholders of the Registrant.
===============================================================================
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information (Unaudited)
Condensed Consolidated Statement of Operations
for the three and six months ended June 30, 2000 and 1999 1
Condensed Consolidated Balance Sheet
at June 30, 2000 and December 31, 1999 2
Condensed Consolidated Statement of Cash Flows
for the six months ended June 30, 2000 and 1999 3
Notes to Condensed Consolidated Financial Statements 4
Supplemental Information 10
Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Quantitative and Qualitative Disclosures about Market Risk 16
Part II. Other Information 16
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BATTLE MOUNTAIN GOLD COMPANY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
------- -------
2000 1999 2000 1999
------- ------- ------ ------
MILLIONS, EXCEPT PER SHARE AMOUNTS (as restated) (as restated)
<S> <C> <C> <C> <C>
Sales $ 59.2 $ 53.4 $ 121.7 $ 107.2
------- ------- ------ ------
Costs and expenses
Production costs 36.2 35.7 75.6 71.6
Depreciation, depletion and amortization 15.2 15.8 32.7 30.2
Exploration, evaluation & other lease costs, net 3.8 5.3 7.4 9.2
Merger expense (NOTE 2) 0.7 - 0.7 -
General and administrative expenses 2.6 4.0 5.9 7.4
------- ------- ------ ------
Total costs and expenses 58.5 60.8 122.3 118.4
------- ------- ------ ------
Operating Income (Loss) 0.7 (7.4) (0.6) (11.2)
Interest expense (3.7) (3.8) (7.5) (7.5)
Interest income 0.9 2.0 2.0 3.6
Equity in losses and impairment of Lihir (NOTE 3) - (14.2) - (26.4)
Foreign currency exchange gain (loss), net (4.4) 3.7 (3.9) 6.8
Minority interest in net loss 0.6 3.9 0.8 4.0
Other income, net - 0.4 0.1 0.8
------- ------- ------ ------
Loss Before Income Taxes (5.9) (15.4) (9.1) (29.9)
Income tax benefit (expense) (1.9) 0.1 (1.0) 2.2
Mining tax benefit (expense) 0.4 (0.1) 1.1 (0.3)
------- ------- ------ ------
Net Loss (7.4) (15.4) (9.0) (28.0)
Preferred dividends 1.8 1.8 3.7 3.7
------- ------- ------ ------
Net Loss to Common Shares $ (9.2) $ (17.2) $ (12.7) $ (31.7)
======= ======= ====== ======
Loss per Common Share - Basic and Diluted (NOTE 4) $ (.04) $ (.07) $ (.06) $ (.14)
======= ======= ====== ======
Average Common Shares Outstanding for
Basic and Diluted Loss per Share Purposes 229.9 229.8 229.9 229.8
======= ======= ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
MILLIONS 2000 1999
-------- -------------
(as restated)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 23.5 $ 91.0
Restricted cash 1.7 0.2
Accounts and notes receivable, net 12.4 13.2
Product inventories 8.7 8.7
Materials and supplies, net, at average cost 20.3 22.4
Marketable equity securities (NOTE 3) 43.9 -
Other current assets 7.3 7.7
-------- --------
Total current assets 117.8 143.2
-------- --------
Investments
Investment in Lihir (NOTE 3) - 68.4
Other investments 12.5 10.6
-------- --------
Total investments 12.5 79.0
-------- --------
Restricted cash 40.7 40.0
Property, plant and equipment, net 282.9 299.6
Other assets 4.0 6.7
-------- --------
Total Assets $ 457.9 $ 568.5
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings (NOTE 6) $ 5.0 $ -
Current maturities of long-term debt 9.9 2.6
Debt due upon disposal of Lihir 30.0 30.0
Accounts payable 19.0 16.0
Income and mining taxes payable 11.1 16.7
Other current liabilities 18.6 23.6
-------- --------
Total current liabilities 93.6 88.9
Long-term debt (NOTE 6) 157.5 176.8
Deferred income and mining taxes 61.3 64.5
Other liabilities 52.7 54.5
-------- --------
Total Liabilities 365.1 384.7
Commitments and contingencies (NOTES 2, 7 AND 9) - -
Minority interest 5.0 65.1
Shareholders' equity (NOTE 5) 87.8 118.7
-------- --------
Total Liabilities and Shareholders' Equity $ 457.9 $ 568.5
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
June 30
-------
MILLIONS 2000 1999
---- ----
(as restated)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9.0) $ (28.0)
Adjustments to reconcile net loss to net cash flows
from operating activities:
Depreciation, depletion and amortization 32.7 30.2
Deferred income and mining taxes (1.1) (5.4)
Equity in losses and impairment of Lihir - 26.4
Foreign currency exchange loss (gain), net 3.9 (6.8)
Change in working capital accounts, net (1.5) (5.7)
Other, net (3.8) (6.0)
---- -----
Net Cash Flows Provided by Operating Activities 21.2 4.7
---- -----
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (22.9) (22.9)
Crown Butte liquidating dividend to minority shareholders - (11.0)
Effects on cash of the Niugini Mining and Lihir merger (54.7) -
Other, net (0.8) (0.2)
---- -----
Net Cash Flows Used in Investing Activities (78.4) (34.1)
---- -----
CASH FLOWS FROM FINANCING ACTIVITIES
Debt repayments (12.0) (24.4)
Increase (decrease) in short-term borrowings 5.0 (14.9)
Cash dividend payments (3.7) (3.7)
Decrease (increase) in restricted cash (2.2) 0.5
Other, net - 0.3
---- -----
Net Cash Flows Used in Financing Activities (12.9) (42.2)
---- -----
Effect of Exchange Rate Changes on Cash 2.6 1.6
---- -----
Net Decrease in Cash and Cash Equivalents (67.5) (70.0)
Cash and cash equivalents at beginning of period 91.0 197.2
---- -----
Cash and Cash Equivalents at End of Period $ 23.5 $ 127.2
==== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. General Information
The unaudited condensed consolidated financial statements included
herein have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission and include all normal recurring
adjustments which are, in the opinion of the management of Battle Mountain
Gold Company, necessary for a fair presentation. Certain information and
footnote disclosures required by generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations. These
financial statements include the accounts of Battle Mountain Gold Company and
its wholly-owned and majority-owned subsidiaries ("Battle Mountain") and
should be read in conjunction with the consolidated financial statements which
are included in Battle Mountain's Annual Report on Form 10-K/A for the year
ended December 31, 1999.
Battle Mountain restated its 1999 financial statement presentation of
its former interest in Niugini Mining Limited, which merged with Lihir Gold
Limited in February 2000, to reflect the full consolidation of Battle
Mountain's investment in its Niugini Mining subsidiary. The more significant
effects of this restatement on the 1999 information presented in the
accompanying financial statements compared to amounts previously reported were
a $0.7 million increase in net loss for the first six months of 1999 (no
impact on loss per share), a $54.7 million increase in cash, a $61.7 million
decrease in assets held for sale, a $68.4 million increase in total
investments and a $59.1 million increase in minority interest. In addition,
cash flows from operations increased $2.1 million during the first half of
1999 compared with amounts previously reported. Certain other amounts for
prior periods have been reclassified in order to conform to the current
reporting presentation.
The restatements had no impact on Battle Mountain's 1999 annual net
loss, loss per share or total net assets, and also had no impact on Battle
Mountain's June 30, 2000 cash balance.
Note 2. Merger Announcement
On June 21, 2000, Battle Mountain and Newmont Mining Corporation
entered into a merger agreement under which Battle Mountain will become a
wholly-owned subsidiary of Newmont Mining subject to the satisfaction or
waiver of the conditions set forth in the merger agreement. Under the
agreement, each of Battle Mountain's 131.9 million shares of common stock and
Battle Mountain Canada Ltd.'s 98.0 million exchangeable shares will be
exchanged for the right to receive 0.105 shares of Newmont common stock. In
addition, each of Battle Mountain's 2.3 million shares of convertible
preferred stock will be exchanged for one share of Newmont convertible
preferred stock having substantially identical terms and conditions. It is
expected that the transaction will be accounted for as a pooling of interests
and will be completed in the fall of 2000, following regulatory approvals and
approval by Battle Mountain and Battle Mountain Canada shareholders. Noranda
Inc., a 28% shareholder of Battle Mountain, has agreed to vote in favor of
the merger. Battle Mountain incurred $0.7 million of merger related expenses
in the second quarter of 2000.
Note 3. Niugini Mining and Lihir
Niugini Mining and Lihir merged on February 2, 2000. As a result,
Battle Mountain, which held a 50.45% interest in Niugini Mining prior to the
merger, received 111.3 million shares of Lihir, representing a 9.74% equity
interest in Lihir. Battle Mountain, through its investment in Niugini Mining,
held a 7.52% equity interest in Lihir at December 31, 1999.
As a result of the merger, Battle Mountain no longer owns shares of
Niugini Mining. The post-merger investment in the Lihir shares has been
classified as marketable securities, available for sale, in the condensed
consolidated balance sheet. The market value of the Lihir shares decreased
$17.8 million and $0.1 million in the first and second quarters of 2000,
respectively. This decrease was recorded as a part of
4
<PAGE>
comprehensive loss in shareholders' equity in the condensed consolidated
balance sheet. Impairment charges of $11.0 million and $12.4 million ($9.2
million net of minority interest) were recorded in the first and second
quarters of 1999, respectively, as a result of decreases in the market value
of the Lihir shares then held by Niugini Mining. The investment in Lihir was
accounted for under the equity method in 1999 and the decrease in value was
considered to be other than temporary.
Note 4. Loss per Common Share
Battle Mountain's outstanding common stock options, convertible
debentures and convertible preferred stock were anti-dilutive and therefore
not included in the calculations of basic and diluted loss per share amounts
presented in the condensed consolidated statement of operations.
Note 5. Comprehensive Loss
Battle Mountain's comprehensive loss follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
------- -------
MILLIONS 2000 1999 2000 1999
-------- ---- ---- ---- ----
(as restated) (as restated)
<S> <C> <C> <C> <C>
Net loss $ (7.4) $ (15.4) $ (9.0) $ (28.0)
Foreign currency translation adjustments 0.5 (0.1) (0.4) (2.0)
Unrealized losses on marketable equity securities (0.1) - (17.9) -
------ ----- ------ ------
Comprehensive loss $ (7.0) $ (15.5) $ (27.3) $ (30.0)
====== ====== ====== ======
</TABLE>
Note 6. Debt
In the first and second quarters of 2000, $10.0 million and $2.0
million, respectively, of the Canadian Imperial Bank of Commerce debt was
repaid. These early repayments were required because the market value of the
Lihir shares held by Battle Mountain declined to less than the level required
by the loan agreement. Further declines in the market value of the shares of
Lihir may result in additional principal repayments.
As of June 30, 2000, a $5.0 million short-term borrowing, due July 3,
2000, was outstanding with an Australian bank. This borrowing was extended
until July 11, 2000 at which time Battle Mountain established a $10.0 million,
variable interest rate-based credit facility with the bank and rolled the
existing $5.0 million borrowing into the credit facility. The credit facility,
expiring May 10, 2001, contains certain financial and operational covenants,
which include the maintenance of various financial ratios, and restrictions on
liens and dividend payments.
Note 7. Derivative Financial Instruments
Gold contracts outstanding at June 30, 2000 were as follows:
<TABLE>
<CAPTION>
Total or
OUNCES IN THOUSANDS 2000 2001 2002 2003 2004 Average
------------------- ---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
Net written call options
Ounces 125 149 149 149 20 592
Average price per ounce $ 334 $ 358 $ 358 $ 358 $ 372 $ 353
Net purchased put options
Ounces 75 149 149 149 20 542
Average price per ounce $ 297 $ 297 $ 297 $ 297 $ 302 $ 297
Forwards
Ounces 25 38 38 38 2 141
Average price per ounce $ 316 $ 317 $ 317 $ 317 $ 326 $ 317
</TABLE>
5
<PAGE>
The put options are the minimum price Battle Mountain will receive,
while the call options, having a higher price, allow participation in a rising
gold market. All ounces sold through the forwards will be at the stated
prices. The above derivatives have no margin requirements nor do they subject
Battle Mountain to lease rate exposure. The above ounces represent between 3%
and 46% of estimated production for each period from June 30, 2000 through
March 31, 2004, with a weighted average of approximately 20% of total
estimated production for those periods combined.
During the six months ended June 30, 2000, Battle Mountain delivered
or financially settled put options for 44,376 ounces of gold at an average
price of $314 per ounce and forward sales contracts for 9,376 ounces of gold
at an average price of $316 per ounce. No such settlements were made during
the same period in 1999. Put options for 6,250 ounces and call options for
78,626 ounces of gold expired during the first six months of 2000. The
estimated fair value of put and call options outstanding at June 30, 2000,
net, was $0.1 million. The estimated fair value of the forwards outstanding at
June 30, 2000 was $(0.5) million.
In addition to the aforementioned gold contracts outstanding, as part
of its overall financial planning, Battle Mountain Canada had committed to
deliver 45,000 ounces of gold valued at approximately $13.2 million at an
average price of $294 per ounce pursuant to pricing provisions as set forth in
certain customer forward sales contracts outstanding as of June 30, 2000. This
gold was on deposit at a refinery. All such contracts mature on or before
February 28, 2001. From time to time, Battle Mountain Canada also enters into
gold leasing transactions prior to delivery of gold held in inventory related
to these commitments. Battle Mountain, at times, is a party to these leasing
transactions and will sell the leased gold into the spot market. Whenever a
spot sale of this type is made, a forward purchase contract is entered into to
assure delivery of the gold at the end of the lease. Battle Mountain Canada
had lease contracts outstanding with Battle Mountain for 37,500 ounces of gold
at June 30, 2000. All such contracts mature on or before February 28, 2001.
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998. This
standard was amended by Accounting Standard No. 137, which deferred the
effective date of implementation to the first quarter of fiscal years
beginning after June 15, 2000, and also by Accounting Standard No. 138, which
contains certain other modifications. Accounting Standard No. 133 requires
companies to record derivative financial instruments on the balance sheet as
assets or liabilities, as appropriate, at fair value. Gains or losses
resulting from changes in the fair values of those derivatives are accounted
for depending on the use of the derivative and whether it qualifies for hedge
accounting. Battle Mountain is evaluating the impact that implementation of
these standards may have on consolidated results of operations, financial
position and liquidity.
6
<PAGE>
Note 8. Geographic and Segment Information
Financial information by segment for the applicable periods presented
in the condensed consolidated financial statements follows:
<TABLE>
<CAPTION>
Golden Kori Battle Vera/ Corp &
MILLIONS Total Giant Kollo Holloway Mountain Nancy Other
-------- ----- ----- ----- -------- -------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Three months
ended June 30, 2000
---------------------
Gross revenues $ 59.2 $ 24.6 $ 18.8 $ 4.8 $ - $ 10.4 $ 0.6
Production costs 36.2 12.9 16.3 3.8 (0.1) 3.3 -
Deprec., deplet. & amort. 15.2 5.5 6.0 2.3 - 1.2 0.2
Other expenses 7.1 - - - - - 7.1
------ ----- ------ ----- ----- ----- ------
Operating income (loss) 0.7 6.2 (3.5) (1.3) 0.1 5.9 (6.7)
===== ====== ===== ===== ===== ======
Foreign currency exch. loss (4.4)
Interest & other expense (2.2)
------
Loss before income taxes (5.9)
======
Three months ended
June 30, 1999 (as restated)
----------------------------
Gross revenues 53.4 23.2 19.9 6.2 - 4.1 -
Production costs 35.7 14.2 15.9 4.6 (0.3) 1.9 (0.6)
Deprec., deplet. & amort. 15.8 5.9 6.0 3.0 - 0.6 0.3
Other expenses 9.3 - - - - - 9.3
------ ------ ------ ----- ----- ----- ------
Operating income (loss) (7.4) 3.1 (2.0) (1.4) 0.3 1.6 (9.0)
====== ====== ===== ===== ===== ======
Lihir equity loss/impairment (14.2)
Foreign currency exch. gain 3.7
Interest & other income 2.5
------
Loss before income taxes (15.4)
======
Six months
ended June 30, 2000
---------------------
Gross revenues 121.7 49.9 40.0 13.2 - 17.2 1.4
Production costs 75.6 26.8 32.3 10.4 (0.2) 6.3 -
Deprec., deplet. & amort. 32.7 11.5 12.1 6.2 - 2.5 0.4
Other expenses 14.0 - - - - - 14.0
------ ------ ------ ----- ----- ----- ------
Operating income (loss) (0.6) 11.6 (4.4) (3.4) 0.2 8.4 (13.0)
====== ====== ===== ===== ===== ======
Foreign currency exch. loss (3.9)
Interest & other expense (4.6)
------
Loss before income taxes (9.1)
======
Six months ended
June 30, 1999 (as restated)
----------------------------
Gross revenues 107.2 44.8 42.1 12.2 - 8.1 -
Production costs 71.6 27.5 32.8 9.3 (0.2) 3.6 (1.4)
Deprec., deplet. & amort. 30.2 10.8 12.1 5.7 - 1.0 0.6
Other expenses 16.6 - - - - - 16.6
------ ------ ------ ----- ----- ----- ------
Operating income (loss) (11.2) 6.5 (2.8) (2.8) 0.2 3.5 (15.8)
====== ====== ===== ===== ===== ======
Lihir equity loss/impairment (26.4)
Foreign currency exch. gain 6.8
Interest & other income 0.9
------
Loss before income taxes (29.9)
======
Total assets
------------
June 30, 2000 457.9 103.0 68.3 69.5 60.1 31.4 125.6
====== ====== ====== ===== ====== ===== ======
Dec. 31, 1999 (as restated) 568.5 118.1 78.4 76.1 54.3 36.0 205.6
====== ====== ====== ===== ====== ===== ======
</TABLE>
7
<PAGE>
Note 9. Other Matters
SAN LUIS. Battle Mountain's Annual Report on Form 10-K/A for the year
ended December 31, 1999 contained a description of closure and reclamation
efforts and technical long-term water quality issues at the San Luis mine in
Colorado, which ceased operations in November 1996.
In 1998, Battle Mountain provided notice to the requisite regulatory
agencies and undertook implementation of a response plan triggered by the
identification of elevated levels of naturally occurring constituents detected
in a monitoring well located downgradient from the West Pit. The Colorado
Mined Land Reclamation Board held a formal public hearing to consider the
matter on January 26, 1999 and determined that no violation had occurred and
ordered Battle Mountain to implement the response plan. Battle Mountain has
received final approval of a technical revision to the facility's permit which
sets forth the response measures contemplated for the facility and has
implemented all of the approved response measures.
On August 20, 1999, the Colorado Department of Public Health and
Environment issued a Notice of Violation and Cease and Desist Order to Battle
Mountain, alleging discharges to waters not permitted under the Colorado Water
Quality Control Act. Battle Mountain filed an Answer to the Notice denying
that such a violation has occurred, has commenced treatment and discharge
operations as authorized by an October 1999 Amendment of the Notice and is
awaiting final approval of a Colorado Discharge Permit System permit for
discharges from the long-term operation of a water treatment facility at the
site. Battle Mountain has negotiated a settlement with the Colorado Department
of Public Health and Environment which, if approved, will resolve the
violations alleged in the Notice of Violation. Under applicable law, the
settlement agreement will not become final until final imposition of the terms
of the agreement by the Colorado Department of Public Health and Environment.
It is not possible to predict the nature or scope of any further
action that might be taken by regulatory authorities, which actions could
include seeking injunctive relief, mandating the posting of additional
financial assurances, requiring further on-site response actions and the
imposition of additional monetary penalties. Battle Mountain has in place
certain environmental and reclamation financial assurances related to the San
Luis property and additional financial assurances could be required over time.
There can be no guarantee that Battle Mountain will be able to maintain and/or
put in place the necessary assurances. An environmental remediation charge of
$9.5 million was recorded in the third quarter of 1999 based upon Battle
Mountain's best estimate of costs to address technical long-term water quality
issues at the San Luis property. It is reasonably possible that this estimate
may change in future reporting periods as further information becomes
available.
OTHER. Battle Mountain is party to a number of other legal actions
arising in the ordinary course of business. While the final outcome of these
other actions cannot be predicted with certainty, it is the opinion of
management that none of these actions when resolved will have a material
adverse effect on results of operations, financial position or cash flows.
Battle Mountain believes cash requirements over the next twelve
months will be funded through a combination of current cash, future cash flows
from operations, proceeds from potential asset sales, short-term lines of
credit and/or contributions from Newmont following the merger. Significant
additional capital will be required in the foreseeable future in order to
continue the development of current and future mining projects, including the
Phoenix project. Without the merger with Newmont, Battle Mountain's ability to
raise capital is highly dependent upon the commercial viability of its
projects and the availability of new capital, which in turn is dependent upon
the price of gold. Because of continued low gold prices and their effect on
Battle Mountain's financial condition, short-term liquidity and our ability to
raise additional capital for long-term development projects may be impaired in
the absence of the merger with Newmont. In the event that cash balances
decline to a level that cannot support planned activities, management will
defer planned capital and exploration expenditures as needed to conserve cash.
8
<PAGE>
Note 10. Summarized Financial Information
The following summarized information of Battle Mountain Canada is
presented in accordance with the Securities and Exchange Commission's
reporting requirements as they pertain to the Battle Mountain Canada
Exchangeable Shares:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
------- -------
2000 1999 2000 1999
---- ---- ---- ----
MILLIONS (as restated) (as restated)
--------
<S> <C> <C> <C> <C>
Sales $ 29.9 $ 29.5 $ 64.1 $ 57.0
Costs and expenses 26.0 30.9 58.0 57.9
------ ------ ------ ------
Operating income (loss) $ 3.9 $ (1.4) $ 6.1 $ (0.9)
====== ====== ====== ======
Net income (loss) $ (0.7) $ (7.9) $ 2.5 $(17.4)
====== ====== ====== ======
</TABLE>
Summarized financial information of Lihir follows. Information for the
2000 period is not presented, as the investment in Lihir is classified as
marketable securities effective as of the date of the merger of Niugini Mining
and Lihir.
<TABLE>
<CAPTION>
Three months ended Six months ended
MILLIONS June 30, 1999 June 30, 1999
-------- ------------- -------------
<S> <C> <C>
Sales $ 53.9 $ 97.3
Costs and expenses 54.0 94.9
------ ------
Operating income (loss) $ (0.1) $ 2.4
====== ======
Net loss $ (5.3) $ (8.0)
====== ======
</TABLE>
9
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
SUPPLEMENTAL INFORMATION - (UNAUDITED)(1)
(Data reflects BMG attributable interests, except as noted)
(Ounces in thousands)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
------- -------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
GOLDEN GIANT
Gold ounces recovered 84 86 173 164
Silver ounces recovered 5 4 12 7
-------------------------------------------------------------------------------------------------------------------
Cost per Gold Ounce Produced
Cash production costs $ 149 $ 151 $ 149 $ 158
Depreciation, depletion and amortization 66 68 67 66
Reclamation and mine closure costs 6 4 6 4
----- ----- ----- -----
Total production costs $ 221 $ 223 $ 222 $ 228
-------------------------------------------------------------------------------------------------------------------
KORI KOLLO (88% Interest)
Gold ounces recovered 56 62 118 126
Silver ounces recovered 166 165 298 366
-------------------------------------------------------------------------------------------------------------------
Cost per Gold Ounce Produced(2)
Cash production costs $ 219 $ 195 $ 209 $ 189
Depreciation, depletion and amortization 92 89 91 87
Reclamation and mine closure costs 5 11 5 11
----- ----- ----- -----
Total production costs $ 316 $ 295 $ 305 $ 287
-------------------------------------------------------------------------------------------------------------------
HOLLOWAY (84.65% Interest)
Gold ounces recovered 21 23 44 43
-------------------------------------------------------------------------------------------------------------------
Cost per Gold Ounce Produced
Cash production costs $ 218 $ 204 $ 213 $ 205
Depreciation, depletion and amortization 132 133 134 130
Reclamation and mine closure costs 3 3 3 2
----- ----- ----- -----
Total production costs $ 353 $ 340 $ 350 $ 337
-------------------------------------------------------------------------------------------------------------------
VERA/NANCY (50% Interest)
Gold ounces recovered 35 16 60 30
Silver ounces recovered 26 12 45 24
-------------------------------------------------------------------------------------------------------------------
Cost per Gold Ounce Produced
Cash production costs $ 82 $ 119 $ 99 $ 118
Depreciation, depletion and amortization 36 36 42 34
Reclamation and mine closure costs 2 1 2 1
----- ----- ----- -----
Total production costs $ 120 $ 156 $ 143 $ 153
-------------------------------------------------------------------------------------------------------------------
===================================================================================================================
AGGREGATE DATA
Gold ounces recovered 196 187 395 363
Average price per gold ounce realized $ 287 $ 271 $ 289 $ 278
Silver ounces recovered 197 181 355 397
Average price per silver ounce realized $4.53 $5.08 $4.77 $5.19
-------------------------------------------------------------------------------------------------------------------
Weighted Average Cost per Gold Ounce Produced
Cash production costs $ 164 $ 170 $ 167 $ 171
Depreciation, depletion and amortization 76 80 77 79
Reclamation and mine closure costs 5 6 5 6
----- ----- ----- -----
Total production costs $ 245 $ 256 $ 249 $ 256
===================================================================================================================
10
<PAGE>
BATTLE MOUNTAIN GOLD COMPANY
SUPPLEMENTAL INFORMATION - (UNAUDITED)(1)
(Data reflects BMG attributable interests, except as noted)
(Ounces in thousands)
Three months ended Six months ended
June 30 June 30
------- -------
2000 1999 2000 1999
---- ---- ---- ----
AGGREGATE DATA (cont.)
Gold ounces recovered - 100% 204 195 411 380
Gold ounces sold - 100% 203 194 415 380
Gold ounces sold - BMG share 196 186 399 363
-------------------------------------------------------------------------------------------------------------------
Silver ounces recovered - 100% 220 203 396 447
Silver ounces sold - 100% 224 202 395 447
Silver ounces sold - BMG share 201 180 355 397
===================================================================================================================
</TABLE>
(1) Cash production costs are presented in accordance with guidelines
established by The Gold Institute. In addition to mining, milling and plant
level general and administrative expenses, cash production costs include
royalties, freight, smelting costs and allowances, and production taxes.
Credits for by-product silver and copper are offset against these cash
production costs.
(2) Royalties paid to the Bolivian government for the Kori Kollo mine are
treated as income tax for per ounce cost calculations and are therefore not
included in these cost calculations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in Battle Mountain's Annual Report on Form 10-K/A for the year ended
December 31, 1999 and the unaudited condensed consolidated financial
statements and notes preceding this discussion.
MERGER ANNOUNCEMENT. On June 21, 2000, Battle Mountain and Newmont
Mining Corporation entered into a merger agreement under which Battle
Mountain will become a wholly-owned subsidiary of Newmont Mining subject to
the satisfaction or waiver of the conditions set forth in the merger
agreement. Under the agreement, each of Battle Mountain's 131.9 million
shares of common stock and Battle Mountain Canada Ltd.'s 98.0 million
exchangeable shares will be exchanged for the right to receive 0.105 shares
of Newmont common stock. In addition, each of Battle Mountain's 2.3 million
shares of convertible preferred stock will be exchanged for one share of
Newmont convertible preferred stock having substantially identical terms and
conditions. It is expected that the transaction will be accounted for as a
pooling of interests and will be completed in the fall of 2000, following
regulatory approvals and approval by Battle Mountain and Battle Mountain
Canada shareholders. Noranda Inc., a 28% shareholder of Battle Mountain, has
agreed to vote in favor of the merger. Battle Mountain incurred $0.7 million
of merger related expenses in the second quarter of 2000.
OVERVIEW
Low gold prices and foreign currency exchange losses, partially
offset by higher production, resulted in net losses of $9.2 million and
$12.7 million, respectively, for the three and six month periods ended June
30, 2000. Cash flows from operations increased to $21.2 million for the first
six months, compared with $4.7 million for the same period in 1999. Cash and
cash equivalents decreased $67.5 million, primarily due to the merger of
Niugini Mining and Lihir. Low gold prices, capital expenditures and debt
payments also contributed to this decrease.
11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. Battle Mountain generated cash flows of $21.2
million from operating activities during the six months ended June 30, 2000
compared with $4.7 million for the same period in 1999. The increase was
primarily the result of higher production and improved gold prices.
INVESTING ACTIVITIES. Capital expenditures totaled $22.9 million in
each of the six month periods ended June 30, 2000 and 1999. Battle Mountain
currently expects to invest $40 million to $45 million on capital expenditures
in 2000.
Niugini Mining and Lihir merged on February 2, 2000. As a result,
Battle Mountain, which held a 50.45% interest in Niugini Mining prior to the
merger, received 111.3 million shares of Lihir, representing a 9.74% equity
interest in Lihir. The effect of the merger on cash and cash equivalents was
a decrease of $54.7 million due to the deconsolidation of Niugini Mining. See
Note 3 of Notes to Condensed Consolidated Financial Statements in Item 1 for
further discussion. In March 1999, an $11.0 million liquidating dividend was
paid to Crown Butte Resources Ltd. minority shareholders.
FINANCING ACTIVITIES. Battle Mountain made $12.0 million of debt
repayments in the first six months of 2000 compared with $39.3 million of debt
and short-term borrowing repayments in the same period of 1999. In the first
and second quarters of 2000, $10.0 million and $2.0 million, respectively, of
the Canadian Imperial Bank of Commerce debt was repaid. These early repayments
were required because the market value of the Lihir shares held by Battle
Mountain declined to less than the level required by the loan agreement.
Further declines in the market value of the shares of Lihir may result in
additional principal repayments.
A $5.0 million short-term borrowing was made in the second quarter of
2000 with an Australian bank. On July 11, 2000, Battle Mountain established a
$10.0 million, variable interest rate-based credit facility with the bank and
rolled the existing $5.0 million borrowing into the credit facility. The
credit facility, expiring May 10, 2001, contains certain financial and
operational covenants, which include the maintenance of various financial
ratios, and restrictions on liens and dividend payments.
Battle Mountain has an effective registration statement on file with
the Securities and Exchange Commission (the "SEC") for the issuance of up to
$150.0 million of debt and/or equity securities. As of the date of this
report, no securities have been issued nor are there any current plans to
issue any securities under this registration statement. Battle Mountain also
has registration statements on file with the SEC and regulatory authorities in
Canada which qualify for sale the 65.2 million shares of Battle Mountain
common stock effectively held by Noranda Inc. Battle Mountain will not receive
proceeds from the sales of any shares that may be sold under the registration
statements covering the shares held by Noranda.
CONCLUSION. Battle Mountain believes cash requirements over the next
twelve months will be funded through a combination of current cash, future
cash flows from operations, proceeds from potential asset sales, short-term
lines of credit and/or contributions from Newmont following the merger.
Significant additional capital will be required in the foreseeable future in
order to continue the development of current and future mining projects,
including the Phoenix project. Without the merger with Newmont, Battle
Mountain's ability to raise capital is highly dependent upon the commercial
viability of its projects and the availability of new capital, which in turn
is dependent upon the price of gold. Because of continued low gold prices and
their effect on Battle Mountain's financial condition, short-term liquidity
and our ability to raise additional capital for long-term development projects
may be impaired in the absence of the merger with Newmont. In the event that
cash balances decline to a level that cannot support planned activities,
management will defer planned capital and exploration expenditures as needed
to conserve cash.
12
<PAGE>
RESULTS OF OPERATIONS
Battle Mountain recorded net losses to common shares of $9.2 million
($.04 per share) and $12.7 million ($.06 per share) for the three and six
month periods ended June 30, 2000. This compares with net losses to common
shares of $17.2 million ($.07 per share) and $31.7 million ($.14 per share),
respectively, during the same periods in 1999. Higher gold prices and
production in 2000 were partially offset by foreign currency exchange losses
in 2000, as compared to foreign currency exchange gains in the 1999 periods.
The three and six month periods in 1999 included impairment charges to the
investment in Lihir of $12.4 million ($9.2 million net of minority interest)
and $23.4 million ($20.2 million net of minority interest), respectively.
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
------- -------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Gold ounces sold - 100%, THOUSANDS 203 194 415 380
Average gold revenue realized per ounce $ 287 $ 271 $ 289 $ 278
Average London PM gold fix per ounce $ 280 $ 273 $ 285 $ 280
</TABLE>
Sales increased $5.8 million (11%) and $14.5 million, (14%),
respectively, in the three and six month periods ended June 30, 2000 compared
with the same periods in 1999. These increases were primarily a result of
slightly higher gold prices and higher production, primarily at Vera/Nancy due
to higher throughput and at Golden Giant due to higher throughput and
decreased in-circuit gold inventory. The average realized price of gold
increased slightly in 2000 as a result of higher spot gold prices and gains on
hedging contracts.
<TABLE>
<CAPTION>
AGGREGATE ATTRIBUTABLE PRODUCTION COSTS Three months ended Six months ended
PER OUNCE OF GOLD PRODUCED June 30 June 30
------- -------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Direct mining costs $ 164 $ 169 $ 166 $ 171
Third party smelting, refining and transportation costs 1 2 1 2
By-product credits included in sales (5) (5) (4) (6)
----- ------ ------ ------
Cash operating costs 160 166 163 167
Royalties 4 4 4 4
----- ------ ------ ------
Total cash costs 164 170 167 171
Depreciation, depletion and amortization 76 80 77 79
Reclamation and mine closure costs 5 6 5 6
----- ------ ------ ------
Total production costs $ 245 $ 256 $ 249 $ 256
===== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
RECONCILIATION OF AGGREGATE ATTRIBUTABLE CASH COSTS Three months ended Six months ended
PER OUNCE TO CONSOLIDATED FINANCIAL STATEMENTS June 30 June 30
------- -------
2000 1999 2000 1999
---- ---- ---- ----
MILLIONS, EXCEPT OUNCES PRODUCED AND PER OUNCE AMOUNTS (as restated) (as restated)
------------------------------------------------------
<S> <C> <C> <C> <C>
Production costs per financial statements $ 36.2 $ 35.7 $ 75.6 $ 71.6
Minority interest portion of production costs (1.8) (1.8) (3.6) (3.5)
By-product credits included in sales (1.0) (1.1) (1.7) (2.3)
Reclamation and mine closure costs (1.0) (1.2) (2.0) (2.3)
Inventory change and other (0.3) 0.1 (2.3) (1.3)
----- ----- ----- -----
Production costs for per ounce calculation purposes $ 32.1 $ 31.7 $ 66.0 $ 62.2
===== ===== ===== =====
Gold ounces produced, THOUSANDS 196 187 395 363
===== ===== ===== =====
Total cash costs per gold ounce produced $ 164 $ 170 $ 167 $ 171
===== ===== ===== =====
</TABLE>
Royalties paid to the Bolivian government for the Kori Kollo mine are treated
as income tax for per ounce cost calculations and are therefore not included in
these cost calculations.
13
<PAGE>
Total production costs increased in the three and six month periods
of 2000 compared with the same periods last year, primarily due to increased
gold sales due to higher production, mainly at Vera/Nancy. Also contributing
to the increase in production costs was the placing of Niugini Mining's San
Cristobal mine on care and maintenance effective January 1, 1999, as San
Cristobal's revenues were credited against its production costs, resulting in
net credits to production costs of $0.6 million and $1.3 million,
respectively, for the 1999 periods. Operations of San Cristobal are not
included in Battle Mountain's results in 2000 due to the Niugini Mining and
Lihir merger. Consolidated per ounce cash costs decreased in 2000, primarily
at Golden Giant and Vera/Nancy due to higher production and decreases in the
Canadian and Australian dollar exchange rates.
Depreciation, depletion and amortization ("DD&A") increased during
the six month period in 2000, primarily as a result of higher production. The
overall slight decrease in DD&A during the 2000 quarter was mainly the result
of lower production at all of the mines except Vera/Nancy, which carries a
lower DD&A per ounce amount than the other mines.
Exploration, evaluation and other lease costs decreased in 2000 due
to planned decreased expenditures and the sale of exploration rights in 2000,
partially offset by Crown Jewel expenditures. Effective January 1, 2000,
expenditures at the Crown Jewel project are classified as exploration,
evaluation and other lease costs.
General and administrative expenses decreased during the periods in
2000 due to overall decreased expenditures, including the closure of the
Toronto administrative office in late 1999.
Interest expense remained constant, while interest income decreased
in the periods in 2000 due to lower levels of cash invested.
Equity in losses and impairment of Lihir for the three and six month
periods ended June 30, 1999 totaled $14.2 million and $26.4 million,
respectively. Impairment charges of $12.4 million and $23.4 million,
respectively, were recorded in those periods as a result of decreases in the
market value of the Lihir shares then held by Niugini Mining. See Note 3 of
Notes to Condensed Consolidated Financial Statements in Item 1 for discussion
of the Niugini Mining and Lihir merger and the subsequent accounting treatment
for changes in the value of the investment in Lihir.
Net foreign currency exchange losses totaled $4.4 million and $3.9
million during the three and six month periods ended June 30, 2000, primarily
on the U.S. dollar-denominated debt of foreign subsidiaries. This compared
with net foreign currency exchange gains of $3.7 million and $6.8 million,
respectively, during the same periods in 1999. During the first six months in
2000, the Canadian dollar and Australian dollar exchange rates to the U.S.
dollar fell 2% and 9%, respectively.
Minority interest in net loss decreased $3.3 million and $3.2 million
during the three and six month periods in 2000 compared with 1999 as a result
of the minority interest portion of the impairment charges to the investment
in Lihir described above.
Battle Mountain's provision for income taxes for the three and six
months ended June 30, 2000 was $1.9 million and $1.0 million, respectively.
The increases in taxes compared with the 1999 periods result from income taxes
on Australian earnings from the Vera/Nancy mine and increased earnings of
Battle Mountain Canada. Mining taxes decreased in 2000 compared with the same
periods in 1999 due to a lower effective tax rate.
OTHER
See Note 9 of Notes to Condensed Consolidated Financial Statements
for a discussion of material contingencies.
14
<PAGE>
Various laws require that financial assurances be in place for
certain environmental and reclamation obligations and potential liabilities.
Battle Mountain has certain environmental and reclamation financial assurances
in place and will be required to put additional financial assurances in place
in the near future. There can be no guarantee that Battle Mountain will be
able to maintain and/or put in place the necessary assurances.
Accounting Standard No. 133, "Accounting for Derivative Instruments
and Hedging Activities" was issued in June 1998. This standard was amended by
Accounting Standard No. 137, which deferred the effective date of
implementation to the first quarter of fiscal years beginning after June 15,
2000, and also by Accounting Standard No. 138. See Note 7 of Notes to
Condensed Consolidated Financial Statements in Item 1 for further discussion.
Unless otherwise discussed below, information about market, foreign
currency, interest rate and equity risks for the three month and six month
periods ended June 30, 2000 does not differ materially from that discussed
under Item 7A of Battle Mountain's Annual Report on Form 10-K/A for the year
ended December 31, 1999. See Note 7 of Notes to Condensed Consolidated
Financial Statements in Item 1 for discussion of derivative financial
instruments.
Battle Mountain's profitability is significantly affected by changes
in the market price of gold. Gold prices can fluctuate widely and are affected
by numerous factors, such as demand, forward selling by producers, central
bank gold sales, purchases and lending, currency valuations, investor
sentiment and production levels. While Battle Mountain is a low-cost gold
producer, a sustained period of low gold prices would have a material adverse
effect on results of operations, financial position and cash flows.
Substantially all revenues generated during the first six months of
2000 were from mining operations outside the United States, while assets
attributable to those operations totaled approximately $272.2 million at June
30, 2000. As a result, Battle Mountain is exposed to risks normally associated
with operations located outside the United States, including political,
economic, social and labor instabilities, as well as foreign exchange
controls, currency fluctuations and taxation changes.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
The U.S. securities laws provide a "safe harbor" for certain
forward-looking statements. This report contains forward-looking statements
that involve risks and uncertainties that could cause actual results to differ
materially from those projected in such forward-looking statements. Statements
regarding the expected commencement dates of mining operations, projected
quantities of future production, capital costs, production rates, costs and
expenditures, and other operating and financial data are based on expectations
that the Company believes are reasonable, but can give no assurance that such
expectations will prove to have been correct. Factors that could cause actual
results to differ materially include, among others: risks and uncertainties
relating to general domestic and international economic and political
conditions, the cyclical and volatile prices of gold and silver, political and
economic risks associated with foreign operations, unanticipated ground and
water conditions, unanticipated grade and geological problems, metallurgical
and other processing problems, availability of materials and equipment, the
delays in the receipt of or failure to receive necessary governmental permits,
the inability to maintain or put in place necessary environmental or
reclamation financial assurances, appeals of agency decisions or other
litigation, changes in laws or regulations or the interpretation and
enforcement thereof, the occurrence of unusual weather or operating
conditions, force majeure events, the failure of equipment or processes to
operate in accordance with specifications or expectations, labor relations,
accidents, delays in anticipated start-up dates, environmental risks and the
results of financing efforts and financial market conditions. These and other
risk factors are discussed in more detail herein. Many of such factors are
beyond Battle Mountain's ability to control or predict. Readers are cautioned
not to put undue reliance on forward-looking statements. Battle Mountain
disclaims any intent or obligations to update these forward-looking
statements, whether as a result of new information, future events or otherwise.
15
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Management's Discussion and Analysis of Financial Condition and
Results of Operations - "Other" in Item 2 for a discussion.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 20, 1999, the Colorado Department of Public Health and the
Environment issued a Notice of Violation and Cease and Desist Order to Battle
Mountain, alleging discharges at the San Luis mine to waters not permitted
under the Colorado Water Quality Control Act. Battle Mountain filed an Answer
to the Notice denying that such a violation had occurred. Battle Mountain has
negotiated a settlement with the Colorado Department of Public Health and
Environment which, if approved, will resolve the violations alleged in the
Notice of Violation. The terms of the settlement are set forth in a Settlement
Agreement and Stipulated Order which has been executed by Battle Mountain and
the Director of the Colorado Water Quality Control Division. Under applicable
law, the Settlement Agreement will not become final until final imposition of
the terms of the Agreement by the Colorado Department of Public Health and
Environment. See Note 9 of Notes to Condensed Consolidated Financial
Statements under Part I for further discussion.
On June 22, 2000 and July 10, 2000, putative class action lawsuits,
respectively KING V. BATTLE MOUNTAIN GOLD COMPANY, ET AL, and SCHARAN V.
BATTLE MOUNTAIN GOLD COMPANY, ET AL, were commenced by different individual
purported holders of Battle Mountain common stock against Battle Mountain and
its directors and executive officers. The actions were brought on behalf of a
putative class consisting of public shareholders of Battle Mountain that held
their shares as of June 21, 2000. The complaints in the actions allege, among
other things, that the consideration to be paid to holders of Battle Mountain
common stock in the proposed merger between Battle Mountain and Newmont Mining
Corporation is inadequate and unfair, and that the defendants agreed to the
transaction in breach of their fiduciary duties to the public shareholders and
in particular, that the defendants failed to adequately consider alternatives
to the Newmont transaction. The actions were filed in the District Court of
the State of Nevada in and for Clark County. The complaints seek, among other
things, injunctive relief against the transaction and damages in an
unspecified amount. Battle Mountain believes that the complaints are without
merit.
Battle Mountain is also party to a number of other legal actions
arising in the ordinary course of business. While the final outcome of these
other actions cannot be predicted with certainty, it is the opinion of
management that none of these actions when resolved will have a material
adverse effect on results of operations, financial position or cash flows.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
*2(a) Agreement and Plan of Merger, dated June 21,
2000, by and among Battle Mountain Gold
Company, Newmont Mining Corporation and
Bounty Merger Corp. (Exhibit 2.1 to Battle
Mountain's Current Report on Form 8-K dated
June 21, 2000; File No. 1-9666).
*2(b) Arrangement Agreement, dated as of June 21,
2000, made among Battle Mountain Gold
Company, Battle Mountain Canada Ltd.,
Newmont Mining Corporation and Bounty Merger
Corp. (Exhibit 2.2 to Battle Mountain's
Current Report on Form 8-K dated June 21,
2000; File No. 1-9666).
3 Bylaws of Battle Mountain Gold Company, as
amended through June 21, 2000.
16
<PAGE>
*4 Amendment No. 4, dated as of June 21, 2000,
to the Rights Agreement, dated as of
November 10, 1998 (as amended and restated
as of July 19, 1996 and as further amended
as of November 10, 1998), between Battle
Mountain and The Bank of New York (Exhibit
4.2 to Battle Mountain's Current Report on
Form 8-K dated June 21, 2000; File No.
1-9666).
*10 The Support/Voting Agreement, dated June 21,
2000, among Noranda Inc., Newmont Mining
Corporation and Battle Mountain Gold Company
(Exhibit 10.1 to Battle Mountain's Current
Report on Form 8-K dated June 21, 2000; File
No. 1-9666).
11 Computations of Earnings (Loss) per Common
Share
27 Financial Data Schedule
-----------------
* Incorporated by reference as indicated.
(b) Reports on Form 8-K
A Current Report on Form 8-K, dated May 1, 2000, was
filed containing a first quarter 2000 earnings
release issued by Battle Mountain on May 1, 2000.
A Current Report on Form 8-K, dated June 23, 2000,
was filed containing a merger agreement with Newmont
Mining Corporation and certain other related
agreements and amendments to Battle Mountain's Bylaws
and Rights agreements.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BATTLE MOUNTAIN GOLD COMPANY
Date: August 8, 2000. /s/ Jeffrey L. Powers
----------------------------------
Jeffrey L. Powers
Vice President and Controller
(Chief Accounting Officer)
17
