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Title: |
Support/Voting Agreement |
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Entities: |
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Date: |
2000 |
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Size: |
Preview shows 4KB of 16KB total |
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Price: |
$38 |
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ID: |
#1358321 |
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Support/Voting Agreement
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June 21, 2000
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
Re: Support/Voting Agreement
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Dear Sirs:
The undersigned understands that Newmont Mining Corporation
("Parent"), Bounty Merger Corp., a wholly owned subsidiary of Parent
("Sub"), and Battle Mountain Gold Company (the "Company") are entering into
an Agreement and Plan of Merger, dated the date hereof (the "Agreement"),
providing for, among other things, a merger between Sub and the Company
(the "Merger") in which all of the outstanding shares of common stock, par
value $0.10 per share, of the Company will be exchanged for shares of
common stock, par value $1.60 per share, of Parent. The undersigned further
understands that Parent and the Company have proposed a plan of arrangement
(the "Plan of Arrangement") providing for the transfer (the "Transfer") of
certain exchangeable shares (the "Exchangeable Shares") in the capital of
Battle Mountain Gold Company, a subsidiary of the Company ("Canadian Co.").
At the election of Parent, such transfer may be effected through a wholly
owned subsidiary of Parent to be formed by Parent ("ULC").
The undersigned is a stockholder of Canadian Co. (the
"Stockholder") and is entering into this letter agreement to induce you to
enter into the Agreement, to support the Plan of Arrangement and to
consummate the transactions contemplated by the Agreement and the Plan of
Arrangement.
The Stockholder confirms its agreement with you as follows:
1. The Stockholder represents, warrants and agrees that Schedule I annexed
hereto sets forth the shares of the capital stock of the Company or any
Company subsidiary of which the Stockholder or any of its controlled
affiliates (its "Controlled Affiliates"; "controlled" and "affiliate" as
defined under the Securities Exchange Act of 1934, as amended) is the
record or beneficial owner (collectively, the "Shares") and that the
Stockholder and its Controlled Affiliates are on the date hereof the lawful
owners of the number of Shares set forth in Schedule I, free and clear of
all liens, charges, encumbrances, voting agreements and commitments of
every kind, except as disclosed in Schedule I. Except for the Shares set
forth in Schedule I, neither the Stockholder nor any of its Controlled
Affiliates own or hold any other securities of the Company or any Company
subsidiary, or any rights to acquire any additional shares of the capital
stock of the Company or any Company subsidiary or any interest therein, or
any voting rights with respect to any additional shares.
2. The Stockholder shall vote, and shall cause any holder of record of its
Shares to vote, all of the Shares beneficially owned by the Stockholder or
its Controlled Affiliates, or over which the Stockholder or any of its
Controlled Affiliates has voting power or control, directly or indirectly
(including any shares of capital stock of the Company or any Company
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