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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Tony Jensen
President and Chief Executive Office
Royal Gold, Inc.
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202
(303) 573-1660
Bruce C. Kirchhoff
Vice President and General Counsel
Royal Gold, Inc.
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202
(303) 573-1660
Paul Hilton, Esq.
Hogan & Hartson L.L.P.
1200 Seventeenth Street, Suite 1500
Denver, CO 80202
(303) 899-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. |
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07159T100 |
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Page |
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2 |
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of |
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6 |
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1 |
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NAMES OF REPORTING PERSONS:
Royal Gold, Inc |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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84-0835164 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o Not
Applicable |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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-0- shares |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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33,877,132 shares1 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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-0- shares |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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33,877,132 shares1 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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33,877,132 shares1 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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46.8%2 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
1Includes
12,102,940 shares of common stock held by IAMGOLD Corporation and 4,000,000 shares of common stock issuable to IAMGOLD Corporation upon conversion
of a debenture in the principal amount of $2,000,000. Also includes 17,774,192 shares of common stock beneficially owned by Mark Kucher, which
includes 3,160,000, 1,000,000, 3,400,000 and 40,000 shares of common stock owned by Bug River Trading Corp., British Swiss Investment
Corp., Warrior Resources Corp. and Mr. Kuchers spouse, respectively, and also includes an option to purchase 800,000 shares of
common stock at $0.40 per share that vested April 15, 2005, warrants to purchase up to 2,512,096 shares of common stock at $0.31 per share
and 1,000,000 shares of common stock to be paid as bonus
compensation. Does not include 23,190,920.65 shares that may be deemed beneficially
owned by Royal Gold upon the execution of definitive documentation
for a bridge loan under which approximately $13.41 million is
expected to be outstanding. See "Item 5 Interest in Securities of Issuer" for more information.
2 Based on 64,070,442 shares of common stock issued and outstanding as of March 14, 2007, which number is based on information provided by Battle Mountain Gold Exploration Corp.
This Amendment No. 1 (Amendment No. 1) amends and supplements the statement on Schedule 13D
(as previously amended from time to time, the Schedule 13D) filed by Royal Gold, Inc. on March
15, 2007 with respect to common stock, par value $0.001 per share (the Common Stock) of Battle
Mountain Gold Exploration Corp., a Nevada corporation (Battle Mountain) based on updated capitalization
information provided by Battle Mountain. Capitalized terms used herein have the meaning given to
them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Under the definition of beneficial ownership as set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the Exchange Act), as a result of the provisions set
forth in the Support Agreements, Royal Gold may be deemed to have acquired beneficial ownership of
33,877,132 shares of Common Stock, constituting approximately 46.8% of the outstanding shares of
Common Stock and all of the Common Stock subject of this Schedule 13D. This number does not
include shares of Common Stock that may become available for
acquisition by Royal Gold on conversion of amounts that may become
outstanding under a definitive bridge loan agreement to be entered
into between Royal Gold as lender and Battle Mountain. In
contemplation of the definitive bridge loan agreement, Royal Gold has
loaned $13,914,552 pursuant to non-convertible unsecured promissory
note. Under the terms
of the unsecured promissory note, it will be superseded by a secured
promissory note pursuant to the definitive bridge loan documentation encompassing the terms of the
term sheet with Battle Mountain to provide Battle Mountain up to $20 million in bridge financing.
Pursuant to the term sheet and as contemplated by Royal Gold and Battle Mountain, the definitive
bridge loan documentation will provide for advances, interest and other expenses under the bridge
financing to be convertible at Royal Gold's option into Common Stock at a conversion price per share of $0.60. At the
time the unsecured promissory note is replaced with the secured promissory note, Royal Gold will be
deemed to have beneficially acquired an additional 23,190,920.65 shares of Common Stock, constituting
approximately 36.2% of the outstanding shares of Common Stock,
assuming no additional borrowings have been made.
By virtue of their relationship with Royal Gold, the persons listed in Schedule A
hereto may be deemed to beneficially owned the Common Stock subject of this Schedule 13D. Neither
the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission
that any person named in Item 2 above or Schedule A hereto is the beneficial owner of the
Common Stock subject of this Schedule 13D for purposes of Section 13(d) of the Exchange Act or for
any other purpose, and such beneficial ownership is expressly disclaimed.
Schedule A
Directors and Executive Officers of Royal Gold
The name, principal occupation and business address of each director and
executive officer of Royal Gold are set forth below. All of the persons listed below are citizens
of the United States of America.
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Name and Position |
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Present Principal Occupation and Residence or Business Address |
Stanley Dempsey
Executive Chairman
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Executive Chairman
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202 |
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Edwin W. Peiker, Jr.
Director
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Retired
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202 |
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John W. Goth
Director
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Non-executive Director of Denver Gold Group, Director of Behre Dolbear
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202 |
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James W. Stuckert
Director
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Senior Executive of Hilliard, Lyon, Inc.
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202 |
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Merritt E. Marcus
Director
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Retired
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202 |
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S. Oden Howell, Jr.
Director
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President of Howell & Howell Contractors,
Owner of Kessinger Service Industries, LLC
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202 |
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Donald Worth
Director
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Director of Sentry Select Capital Corporation, Director of
Cornerstone Capital Resources, Inc. and Director of Tiomin Resources,
Inc.
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202 |
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Tony Jensen
President, Chief Executive Officer
and Director
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President, Chief Executive Officer and Director
1660 Wynkoop Street
Suite 1000
Denver, CO 80202 |
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Karen P. Gross
Vice President & Corporate Secretary
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Vice President & Corporate Secretary
1660 Wynkoop Street
Suite 1000
Denver, CO 80202 |
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William H. Heissenbuttel
Vice President, Corporate Development
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Vice President, Corporate Development
1660 Wynkoop Street
Suite 1000
Denver, CO 80202 |
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Stefan Wenger
Chief Financial Officer
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Chief Financial Officer
1660 Wynkoop Street
Suite 1000
Denver, CO 80202 |
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Bruce C. Kirchhoff
Vice President and General Counsel
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Vice President and General Counsel
1660 Wynkoop Street
Suite 1000
Denver, CO 80202 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated:
March 27, 2007
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ROYAL GOLD, INC. |
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By: /s/ Bruce C. Kirchhoff
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Name: Bruce C. Kirchhoff |
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Title: Vice President and General
Counsel |