-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DagEtkKa2FyQu1YmcAhp01jIdqpYO0MfMduwJ78ZiXTlDa7cYkD1Ak+g8t1B9pbq ETssljJZsLe8/hYhmBZNDA== 0000890566-98-001086.txt : 19980602 0000890566-98-001086.hdr.sgml : 19980602 ACCESSION NUMBER: 0000890566-98-001086 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980601 EFFECTIVENESS DATE: 19980601 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BATTLE MOUNTAIN CANADA LTD/CN/ CENTRAL INDEX KEY: 0000881539 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55701 FILM NUMBER: 98640405 BUSINESS ADDRESS: STREET 1: ONE ADELAIDE ST EAST STREET 2: STE 2902 CITY: ONTAIRO CANADA M5C 2 STATE: A6 BUSINESS PHONE: 7136506400 MAIL ADDRESS: STREET 1: 1 ADELAIDE ST EAST CITY: TORONTO STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: HEMLO GOLD MINES INC DATE OF NAME CHANGE: 19950613 S-8 1 As filed with the Securities and Exchange Commission May 22, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- BATTLE MOUNTAIN CANADA LTD. (Exact name of registrant as specified in its charter) ONTARIO NOT APPLICABLE (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ROYAL TRUST TOWER, SUITE 2500 M5K IJ5 77 KING STREET WEST (Zip Code) TORONTO, ONTARIO (Address of Principal Executive Offices) - -------------------------------------------------------------------------------- 1997 LONG-TERM INCENTIVE PLAN OF BATTLE MOUNTAIN CANADA LTD. (FULL TITLE OF THE PLAN) - -------------------------------------------------------------------------------- GREG V. ETTER GENERAL COUNSEL AND SECRETARY BATTLE MOUNTAIN GOLD COMPANY 333 CLAY STREET, 42ND FLOOR HOUSTON, TEXAS 77002-4103 (Name and address of agent for service) (713) 650-6400 (Telephone number, including area code, of agent for service) -------------------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------- Title of Proposed maximum Proposed maximum securities to be Amount to be offering price aggregate Amount of registered registered per share offering price registration fee - -------------------------------------------------------------------------------------------- Exchangeable Shares(1) 2,500,000 $6.08 (2) $15,200,000 (2) $4,484 - --------------------------------------------------------------------------------------------
(1) Includes the Exchangeable Share purchase rights associated with the Exchangeable Shares. (2) Estimated pursuant to Rule 457(c) and (h) solely for purposes of computing the registration fee and based upon the average of the high and low prices of the Exchangeable Shares, as reported on the Toronto Stock Exchange Composite Tape on May 21, 1998, expressed in U.S. dollars based upon the noon buying rate on May 21, 1998, in New York City for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York, rounded to the nearest one-hundredth of one U.S. dollar. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Note: The document(s) containing the information concerning the 1997 Long-Term Incentive Plan of Battle Mountain Canada Ltd. (the "Incentive Plan") required by Item 1 of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), and the statement of availability of registrant information and other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement on Form S-8 (this "Registration Statement") or as prospectuses or prospectus supplements pursuant to Rule 424. Battle Mountain Canada Ltd., an Ontario corporation ("Battle Mountain Canada"), maintains a file of such documents in accordance with the provisions of Rule 428. Upon request, Battle Mountain Canada shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following document, which the Battle Mountain Canada has filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 1-10943), is incorporated in this Registration Statement by reference and shall be deemed to be a part hereof: (i) The description of the exchangeable shares of Battle Mountain Canada (the "Exchangeable Shares") contained in Battle Mountain Canada's Registration Statement on Form 8-A dated August 23, 1996. The following documents, which Battle Mountain Gold Company, a Nevada corporation ("Battle Mountain") has filed with the Commission pursuant to the Exchange Act (File No. 1-9666), are incorporated in this Registration Statement by reference and shall be deemed to be a part hereof: (i) Battle Mountain's Annual Report on Form 10-K for the year ended December 31, 1997; (ii) Battle Mountain's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (as amended by the Company's Form 10-Q/A dated April 29, 1998); (iii) the audited Financial Statements of Lihir Gold Limited included in Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996. (iv) The description of the common stock, par value $0.10 per share, of Battle Mountain (the "Battle Mountain Common Stock") contained in Battle Mountain's Registration Statement on Form 8-A dated August 12, 1987 (as amended by a Form 8 dated April 24, 1991 and Form 8-A/A dated August 26, 1996); and (v) The description of the preferred stock purchase rights associated with the Battle Mountain Common Stock contained in Battle Mountain's Registration Statement on Form 8-A dated November 15, 1988 (as amended by a Form 8 dated November 29, 1988 and Form 8-A/A dated August 26, 1996). All documents filed by Battle Mountain Canada or Battle Mountain with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. In lieu of separate reports filed by Battle Mountain Canada pursuant to Section 13(a) of the Exchange Act, Battle Mountain's Annual Reports on Form 10-K will contain information describing the Exchangeable Shares of Battle Mountain Canada and summarized financial information regarding Battle Mountain Canada. Any statement contained in this Registration Statement, in a supplement to this Registration Statement or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. EXPERTS The audited Consolidated Financial Statements and schedules of the Company incorporated in this Registration Statement by reference to the Company's annual report on Form 10-K for the year ended December 31, 1997, except as they relate to the consolidated financial statements of Hemlo Gold Mines Inc. for the year ended December 31, 1995, have been so incorporated in reliance on the report of Price Waterhouse, LLP, independent accountants, and insofar as they relate to Hemlo Gold Mines Inc., as of and for the year ended December 31, 1995, on the report of Ernst & Young, independent chartered accountants, given on the authority of such firms as experts in auditing and accounting. The audited Financial Statements of Lihir Gold Limited incorporated in this Registration Statement by reference to Amendment No. 1 to the Company's annual report on Form 10-K for the year ended December 31, 1996, have been so incorporated in reliance upon the report of Coopers & Lybrand, independent accountants, given on the authority of such firm as experts in auditing and accounting. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Paragraphs 7 through 10 of the Bylaws of Battle Mountain Canada provides for the indemnification of officers and directors of Battle Mountain Canada to the extent permitted by the OBCA. Under the OBCA, a corporation may indemnify a director or officer, a former director or officer or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and his or her heirs and legal representatives (an "Indemnifiable Person"), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of such corporation or such body corporate, if (a) he or she acted honestly and in good faith with a view to the best interests of such corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. An Indemnifiable Person is entitled to such indemnity from the corporation if he or she was substantially successful on the merits in his or her defense of the action or proceeding and fulfilled the conditions set out in (a) and (b), above. A corporation may, with the approval of a court, also indemnify an Indemnifiable Person in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favor, to which such person is made a party by reason of being or having been a director or an officer of the corporation or body corporate, if he or she fulfills the conditions set out in (a) and (b), above. The above discussion of the Bylaws of Battle Mountain Canada and of relevant provisions of the OBCA is not intended to be exhaustive and is respectively qualified in its entirety by such Bylaws and statute. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Exhibit Number Description ------ ----------- *4(a)(1) Restated Articles of Incorporation of Battle Mountain, as amended and restated through May 11, 1988 (Exhibit 4(a)(1) to Battle Mountain's Current Report on Form 8-K dated July 19, 1996; File No. 1-9666). *4(a)(2) Certificate of Amendment to Restated Articles of Incorporation of Battle Mountain filed with the Secretary of State of the State of Nevada on July 19, 1996 (Exhibit 4(a)(2) to Battle Mountain's Current Report on Form 8-K dated July 19, 1996; File No. 1-9666). *4(b) Certificate of Resolution Establishing Designation, Preferences and Rights of $3.25 Convertible Preferred Stock (Exhibit (4)(b) to Battle Mountain's Current Report on Form 8-K dated July 19, 1996; File No. 1-9666). *4(c) Certificate of Amendment of Certificate of Resolution Establishing Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (Exhibit 4(c) to Battle Mountain's Current Report on Form 8-K dated July 19, 1996; File No. I- 9666). *4(d) Bylaws of Battle Mountain as amended through March 21, 1997 (Exhibit 3(d) to Battle Mountain's Annual Report on Form 10-K/A for the year ended December 31, 1996; File No. 1-9666). *4(e) Rights Agreement, dated November 10, 1988, as amended and restated as of July 19, 1996, between Battle Mountain and The Bank of New York, as Rights Agent (Exhibit 4(e) to Battle Mountain's Current Report on Form 8-K dated July 19, 1996; File No. 1-9666). *4(f) Articles of Amalgamation of Hemlo Gold dated January 1, 1995 (Exhibit 4(f) to Battle Mountain Canada's Registration Statement on Form 8-A dated August 23, 1996; File No. 1-10943). *4(g) Plan of Arrangement of Hemlo Gold under Section 182 of the Business Corporations Act (Ontario) (Annex D to Exhibit 20(a), Joint Management Information Circular and Proxy Statement, to Battle Mountain's Current Report on Form 8-K dated June 11, 1996, File No. 1-9666). *4(h) Bylaws of Battle Mountain Canada dated December 16, 1986 (Exhibit 4(h) to Battle Mountain Canada's Registration Statement on Form 8-A dated August 23, 1996; File No. I- 10943). *4(i) Rights Agreement, dated July 19, 1996, between Battle Mountain Canada and The R-M Trust Company, as Rights Agent (Exhibit 4(f) to Battle Mountain's Current Report on Form 8-K dated July 19, 1996; File No. 1-9666). *4(j) Voting, Support and Exchange Trust Agreement dated as of July 19, 1996 between Battle Mountain, Hemlo Gold and The R-M Trust Company (Annex E to Exhibit 20(a), Joint Management Information Circular and Proxy Statement, to Battle Mountain's Current Report on Form 8-K dated June 11, 1996, File No. 1-9666). *4(k) Specimen Stock Certificate for the Common Stock of Battle Mountain (Exhibit 4(b) to Battle Mountain's Annual Report on Form 1O-K for the fiscal year ended December 31, 1988; File No. 1-9666). *4(l) Specimen Stock Certificate for the Exchangeable Shares of Battle Mountain Canada (Exhibit 4(l) to Battle Mountain Canada's Registration Statement on Form 8-A dated August 23, 1996; File No. 1-10943). *4(m) Specimen Voting Stock Certificate for the Special Voting Stock of Battle Mountain (Exhibit 4(m) to Battle Mountain Canada's Registration Statement on Form 8-A dated August 23, 1996; File No. 1-10943). *4(n) Amended and Restated 1994 Long-Term Incentive Plan of Battle Mountain, as amended and restated through June 1, 1996 (Appendix B to Battle Mountain's definitive proxy statement dated March 28, 1997 and filed with the Commission on March 28, 1997; File No. 1-9666). 4(o) 1997 Long-Term Incentive Plan of Battle Mountain Canada Ltd. 5 Opinion of McCarthy Tetrault 23(a) Consent of Price Waterhouse LLP, independent accountants. 23(b) Consent of Ernst & Young, chartered accountants 23(c) Consent of McCarthy Tetrault (included in Exhibit 5). 23(d) Consent of Coopers & Lybrand, independent accountants. -------------------- *Incorporated by reference as indicated. ITEM 9. UNDERTAKINGS. (a) Battle Mountain Canada hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section I0(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by them pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Battle Mountain Canada hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of its annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Battle Mountain Canada pursuant to the foregoing provisions, or otherwise, Battle Mountain Canada has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Battle Mountain Canada of expenses incurred or paid by a director, officer or controlling person of Battle Mountain Canada in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Battle Mountain Canada will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duty caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, on April 27, 1998. BATTLE MOUNTAIN CANADA LTD. By /s/ IAN D. BAYER Ian D. Bayer, PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ IAN D. BAYER President and - ---------------- Chief Executive Officer (Ian D. Bayer) (Principal Executive Officer April 27, 1998 And Director) /s/ MICHAEL C. PROCTOR Vice President--Finance and - ---------------------- Corporate Secretary (Michael C. Proctor) (Principal Financial and April 27, 1998 Accounting Officer) /s/ JAMES W. MCCUTCHEON, Q.C. Director April 27, 1998 - ----------------------------- James W. McCutcheon, Q.C. /s/ MARY MOGFORD Director April 27, 1998 - ---------------- Mary Mogford EXHIBIT INDEX 4(o) 1997 Long-Term Incentive Plan of Battle Mountain Canada Ltd. 5 Opinion of McCarthy Tetrault 23(a) Consent of Price Waterhouse LLP, independent accountants. 23(b) Consent of Ernst & Young, chartered accountants. 23(c) Consent of McCarthy Tetrault (included in Exhibit 5). 23(d) Consent of Coopers & Lybrand, independent accountants. EX-4.O 2 EXHIBIT 4(o) BATTLE MOUNTAIN CANADA LTD. 1997 LONG-TERM INCENTIVE PLAN 1. GENERAL INFORMATION The 1997 Long-Term Incentive Plan (the "Plan") is designed to retain officers and other selected employees and reward them for making major contributions to the success of the Company and its Subsidiaries (as hereinafter defined). These objectives are to be accomplished by making awards under the Plan and thereby providing Participants (as hereinafter defined) with a proprietary interest in the growth and performance of the Company and its Subsidiaries. 2. DEFINITIONS When used in this Plan the following words and phrases shall have the meaning indicated: "Award" means the grant of any form of option to acquire Shares, stock award or cash award, whether granted singly, in combination or in tandem, to a Participant pursuant to any applicable terms, conditions or limitations as the Board may establish in order to fulfill the objectives of the Plan. "Award Agreement" means a written agreement between the Company and the grantee of an Award setting forth the terms of that Award; "BMG" means Battle Mountain Gold Company, a Nevada company; "BMG Plan" means the Amended and Restated 1994 Long-Term Incentive Plan of BMG; "BMG Shares" means common stock in the capital of BMG; "Board" means the Board of Directors of the Company; "Company" means Battle Mountain Canada Ltd.; "Director" means a director of the Company; "Effective Date" means the date on which an Award is granted or any subsequent date so designated by the Board at the time the Award is granted; "Market Price" means, as of a particular date, the closing price of the Shares on The Toronto Stock Exchange on the last trading day prior to such date or, if no trading in the Shares has occurred on that date, the average of the bid and ask quotations for the Shares on such date; "Option" means an option to purchase Shares granted under the Plan; "Option Period" has the meaning set out in paragraph 12 below; "Participant" means a person who has been or is to be granted an Award; "Plan" has the meaning set out in paragraph 1 above; "Shareholder" means a holder of Share(s); "Shares" mean exchangeable shares in the capital of the Company; and "Subsidiary" means any corporation in which the Company owns, directly or indirectly, at least 50% of the voting stock. 3. ADMINISTRATION The Plan shall be administered by the Board. The Board shall have full and complete authority to interpret the Plan and to prescribe such rules and regulations and make such other determinations as it deems necessary or desirable for the administration of the Plan, all of which shall be exercised in the best interests of the Company and in keeping with the objectives of the Plan. Unless otherwise provided in an Award Agreement with respect to a particular Award, the Board may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award (in the event of a direct or indirect change of control of the Company or otherwise), eliminate or make less restrictive any restriction contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is either (i) not adverse to the Participant holding such Award or (ii) consented to by such Participant. The Board may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Board deems necessary or desirable to carry it into effect. Any decision of the Board in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. No member of the Board shall be liable for anything done or omitted to be done by him or her, by any member of the Board or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute. 4. AWARDS The Board shall determine the type or types of Awards to be made to each Participant under this Plan. Awards may consist of those listed in this paragraph 4 and may be granted singly, in combination or in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as alternative to, grants or rights under this Plan or any other employee plan of the Company or its Subsidiaries, including the plan of any acquired entity. An Award may provide for the granting or issuance of additional, replacement or alternative Awards upon the occurrence of specified events, including the exercise of the original Award. (a) OPTIONS TO ACQUIRE SHARES. An Award may consist of a right to purchase a specified number of Shares at a specified price that is not less than the Market Price of the Shares on the Effective Date. The Board shall determine the Participants to whom, and the times at which, Awards shall be granted, the number of Shares subject to each, the exercise price, the period and method of vesting of Options, the Effective Date of each Option and the Option Period. (b) SHARE AWARD. An Award may consist of Shares or may be denominated in units of Shares. All or part of any share award may be subject to conditions established by the Board, and set forth in the Award Agreement, which may include, but are not limited to, continuous service with the Company and its Subsidiaries, achievement of specific business objectives, increases in specified indices, attaining specified growth rates and other comparable measurements of performance. Such Awards may be based on the Market Value or other specified valuations. The certificates evidencing Shares issued in connection with a share award shall contain appropriate legends and restrictions describing the terms and conditions of the restrictions applicable thereto. (C) CASH AWARD. An Award may be denominated in cash with the amount of the eventual payment subject to future service and such other restrictions and conditions as may be established by the Board, as set forth in the Award Agreement, including, but not limited to, continuous service with the Company and its Subsidiaries, achievement of specific business objectives, increases in specified indices, attaining specified growth rates and other comparable measurements of performance. 5. PAYMENT OF AWARDS. 5.1 GENERAL. Payment of Awards may be made in the form of cash, Shares or combinations thereof and may include such restrictions as the Board shall determine, including in the case of Shares, restrictions on transfer and forfeiture provisions. 5.2 DEFERRAL PERIOD. With the approval of the Board, payments may be deferred, either in the form of installments or a future lump sum payment. The Board may permit selected Participants to elect to defer some or all types of Awards in accordance with procedures established with the Board. Any deferred payment, whether elected by the Participant or specified by an Award Agreement or by the Board, may be forfeited if and to the extent that the Award Agreement so provides. 5.3 DIVIDENDS AND INTEREST. Dividends or dividend equivalent rights may be extended to and made part of any Award denominated in Shares or units of Shares, subject to such terms, conditions and restrictions as the Board may establish. The Board may also establish rules and procedures for the crediting of interest on deferred cash payments and dividend equivalents for deferred payment denominated in Shares or units of Shares. 5.4 SUBSTITUTION OF AWARDS. At the discretion of the Board, a Participant may be offered an election to substitute an Award for another Award or Awards of the same or different type. 6. SHARES SUBJECT TO GRANT OF AWARDS The Shares for which Awards are granted shall be authorized but unissued Shares. The aggregate number of Shares which may be issued under the Plan is limited to 2,500,000. Each Share issued hereunder shall also be considered to be an issuance under the BMG Plan, and shall (for greater certainty) be subtracted upon issuance from the maximum number of securities available again for issuance thereunder. The share limits set out herein shall be subject to increase or decrease by reason of amalgamation, rights offerings, reclassification, consolidations or subdivisions, as provided in paragraph 15 hereof, or as otherwise may be permitted by applicable regulatory approval. Shares related to Awards that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Shares or in a manner such that all or some of the Shares covered by an Award are not issued to a Participant, or are exchanged for Awards that do not involve Shares, shall immediately become available for Awards hereunder. 7. ELIGIBILITY In order to be eligible for the grant of an Award by the Board as provided herein, a person must be an officer or employee of the Company or one of its Subsidiaries who holds a position of responsibility and whose performance, in the judgment of the Board, can have a significant effect on the success of the Company and its Subsidiaries. 8. AWARD AGREEMENT Each Award made hereunder shall be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Board in its sole discretion and shall be signed by the Participant and the Chief Executive Officer or the Chief Financial Officer for and on behalf of the Company. 9. EXERCISE PRICE The exercise price for each Share covered by an Option shall be not less than the Market Price of the Shares on the Effective Date. 10. VESTING The Board may from time to time, in its sole discretion, determine the period or periods, if any, required in order for all or portions of any Award to vest, the method of vesting and the circumstances, if any, pursuant to which vesting will be accelerated. 11. EXERCISE OF OPTIONS Subject to the provisions of paragraph 10 of this Plan, an Option may be exercised from time to time during its term as to any number of whole Shares which are then available for purchase. A Participant electing to exercise an Option on his or her own behalf shall give written notice of the election to the Company in any form acceptable to the Company. The aggregate amount to be paid for the Shares to be acquired pursuant to the exercise of an Option shall accompany the written notice. 12. OPTION PERIOD Subject to the terms and conditions of the specific Award Agreement evidencing the Option, each Option shall be exercisable by the Participant during a period (the "Option Period") established by the Board at the time the Option is granted which shall terminate no later than ten years after the Effective Date, except that: 12.1 in the event of the death or permanent disability of the Participant, all Options held by the Participant shall vest immediately and the Participant's estate shall have the right to exercise at any time within the earlier of twelve months of the death of the Participant and the expiry of the Option Period, all or any portion of the Options which the Participant has not previously exercised. 12.2 in the event of the termination of employment of a Participant, any unexercised, deferred or unpaid Awards shall be treated as provided in the specific Award Agreement evidencing the Award. In the event of such a termination, the Board may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify the Award in any manner that is either (i) not adverse to such Participant or (ii) consented to by such Participant. All rights under an Option unexercised in whole or in part at the termination of the Option Period shall be forfeited. 13. TAX WITHHOLDING The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash of Shares under this Plan, an appropriate amount of cash or number of Shares or combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Board may also permit any withholding obligation to be satisfied by the transfer to the Company of Shares theretofore owned by the holder of the Award with respect to which the holding is required. If Shares are used to satisfy tax withholding, such Shares shall be valued based on the Market Value thereof when the tax withholding is required to be made. 14. NON-ASSIGNABLE Except as expressly provided herein or unless otherwise determined by the Board and provided in the Award Agreement, no Award or any other benefit under this Plan shall be assignable or otherwise transferable. Options may be exercised by the Participant and, upon the Participant's death, the legal representative of his or her estate or any other person who acquires his or her rights in respect of an Award by bequest or inheritance. A person exercising an Option may subscribe for Shares only in his, her or its own name, as the case may be, or in his or her capacity as a legal representative. The Board may prescribe and include in the applicable Award Agreements other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this paragraph 14 shall be null and void. 15. EFFECTS OF ALTERATION OF SHARE CAPITAL OF THE COMPANY In the event of any change in the number or value of the outstanding Shares by reason of any stock dividend, special dividend, stock split, rights offering, recapitalization, merger, consolidation, combination or exchange of Shares or other similar corporate change, an equitable adjustment shall be made in the number and/or kind of Shares issued or issuable under the Plan or subject to outstanding Awards and/or in the case of Options, in the exercise price of such Shares. Such adjustment shall be made by the Board and shall be conclusive and binding for all purposes of the Plan, subject to the approval of The Toronto Stock Exchange, if required. 16. AMENDMENT AND TERMINATION The Board may, at any time and from time to time, subject to the prior approval of The Toronto Stock Exchange and any other required regulatory approvals, amend, suspend or terminate the Plan in whole or in part. No such amendment, suspension or termination may, without the consent of the Participant to whom an Award shall theretofore have been granted, adversely affect the right of such Participant. 17. CONDITIONS FOR ISSUANCE OF SHARES The obligation of the Company to issue Shares pursuant to this Plan shall be subject to the condition that if at any time the Board shall determine, in its discretion, that any registration, qualification or other approval in connection with the Plan or the Shares covered thereby is necessary or desirable under any provincial, federal or other law, then such Options may not be exercised or such Shares not issued pursuant to any performance unit, in whole or in part, unless and until such registration, qualification or approval shall have been obtained free of any condition to acceptable to the Board. 18. RESTRICTIONS No Shares or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable provincial securities laws. 19. GOVERNING LAW The Plan and any and all determinations made and actions taken in connection with the Plan, shall be governed by and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable therein. 20. SEVERABILITY To the extent a provision of the Plan required regulatory approval which is not received, such provision shall be severed from the remainder of the Plan until the approval is received and the remainder of the Plan shall remain in effect. DATED as of this 23rd day of October, 1997 BATTLE MOUNTAIN CANADA LTD. Per: Greg V. Etter Assistant Secretary EX-5 3 EXHIBIT 5 [Letterhead of McCarthy Tetrault] May 14, 1998 Battle Mountain Canada Ltd. Suite 2500, Royal Trust Tower Toronto-Dominion Centre Toronto, Ontario M5K IJ5 Gentlemen: As set forth in the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Battle Mountain Canada Ltd., an Ontario corporation ("Battle Mountain Canada"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering by Battle Mountain Canada of a maximum aggregate of 2,500,000 exchangeable shares of Battle Mountain Canada (the "Exchangeable Shares") to holders of options under the 1997 Long-Term Incentive Plan of Battle Mountain Canada ("Plan"), certain legal matters in connection with the 2,500,000 Exchangeable Shares subject to issuance pursuant to the Plan are being passed upon for Battle Mountain Canada by us. At your request, this opinion is being furnished to you for filing as Exhibit 5 to the Registration Statement. In our capacity as counsel to Battle Mountain Canada, we have examined Battle Mountain Canada's articles and bylaws, each as amended to date, and have examined the originals, or copies certified or otherwise identified, of corporate records of Battle Mountain Canada, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. On the basis of the foregoing, we are of the opinion that, upon issuance of and the payment for the Exchangeable Shares in accordance with the terms and provisions of the Plan, the Exchangeable Shares will be duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Yours truly, /s/ MCCARTHY TETRAULT EX-23.A 4 EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 20, 1998 appearing on page 51 of Battle Mountain Gold Company's Annual Report on Form 10-K for the year ended December 31, 1997. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Houston, Texas May 21, 1998 EX-23.B 5 EXHIBIT 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 8, 1996 appearing on page 52 of Battle Mountain Gold Company's Annual Report on Form 10-K for the year ended December 31, 1997. We also consent to the reference to us under the heading "Experts" in this Registration Statement. /s/ ERNST & YOUNG Chartered Accountants Toronto, Canada May 21, 1998 EX-23.D 6 EXHIBIT 23(d) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Battle Mountain Canada, Ltd. on Form S-8 and the related prospectus of our report dated March 13, 1997, on our audit of the financial statements of Lihir Gold Limited as of December 31, 1996, and for the year then ended, which report is included in Form 10-K/A for the year ended December 31, 1996. We also consent to the reference to our firm under the caption "Experts." /s/ COOPERS & LYBRAND COOPERS & LYBRAND Port Moresby, Papua New Guinea May 21, 1998 -----END PRIVACY-ENHANCED MESSAGE-----