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Title: |
Support/Voting Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 4KB of 13KB total |
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$41 |
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ID: |
#1358334 |
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<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
Support/Voting Agreement
June 21, 2000
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
Re: Support/Voting Agreement
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.
<PAGE>
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 subsidiary acquired after
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