PHOENIX PROPERTY OPTION AGREEMENT BETWEEN BATTLE MOUNTAIN GOLD INC. AND BATTLE MOUNTAIN GOLD (USA), INC. AND GREAT AMERICAN MINERALS, INC. Dated March 13, 2013

Exhibit 4.S

PHOENIX PROPERTY OPTION AGREEMENT

BETWEEN

BATTLE MOUNTAIN GOLD INC.

AND

BATTLE MOUNTAIN GOLD (USA), INC.

AND

GREAT AMERICAN MINERALS, INC.

Dated March 13, 2013

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TABLE OF CONTENTS

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PHOENIX OPTION AGREEMENT

THIS AGREEMENT made as of the 13th day of March, 2013.

BETWEEN:

BATTLE MOUNTAIN GOLD INC., a British Columbia company, having its registered office at 20^th Floor, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

(“BMG”)

AND:

BATTLE MOUNTAIN GOLD (USA), INC., a Nevada corporation having its registered office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇

(“BMG USA”)

AND:

GREAT AMERICAN MINERALS, INC., a Nevada corporation having an office located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

(“GAM”)

WHEREAS:

A. GAM owns a 40% participation interest in the Phoenix Joint Venture and a 40% right, title and interest in and to the mining claims described in Exhibit “A” hereto (such 40% interest being referred to herein as the “Property”) located in the State of Nevada in the United States of America;

B. BMG USA wishes to acquire the 40% interest of GAM in the Property;

C. BMG USA is a wholly owned subsidiary of BMG;

▇. ▇▇▇▇▇▇▇ Minerals Inc., through its wholly owned subsidiary Madison Enterprises (Nevada) Inc., holds a 60% participation interest in the Phoenix Joint Venture pursuant to an Exploration, Development and Mine Operating Agreement dated March 29, 2006 (the “Joint Venture Agreement”); and

E. The Property is subject to an advanced minimum royalty payment of USD$60,000 per annum, payable to Victory Exploration Inc., which may be credited against certain production royalties.

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NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual covenants and agreements contained herein the Parties agree as follows:

For the purposes of this Agreement the following words and phrases will have the following meanings:

“Canadian Dollars” means the lawful currency of Canada.

“Defaulting Parties” shall have the meaning set forth in Section 6.0.

“Delayed Party” shall have the meaning set forth in Section 7.1.

“Encumbrance” means a mortgage, charge (whether royalty or otherwise), pledge, hypothec, security interest, lien, action, claim, demand or equity of any nature.

“Initial BMG Shares” shall have the meaning set forth in Section 3.2(b).

“Initial Release Date” shall have the meaning set forth in Section 5.1.1.

“IPO” means an initial public offering of shares in the capital of BMG.

“Joint Venture Agreement” shall have the meaning set forth in Recital D.

“Market Price” means the volume weighted average trading price on a Canadian stock exchange of the common shares of BMG or, in the case of an RTO, the common shares of the resulting public company, for the 20 trading days preceding the issuance of the Subsequent BMG Shares.

“Option” shall have the meaning set forth in Section 3.1.

“Parties” means, collectively, BMG, BMG USA and GAM and “Party” means any one of them.

“Phoenix Joint Venture” means that particular joint venture in respect of the Property pursuant to the Joint Venture Agreement.

“Property” means a 40% participation interest in the Phoenix Joint Venture and a 40% right, title and interest in and to the mining claims described in Exhibit “A” attached hereto.

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“RTO” means a reverse take-over, as defined in Policy 5.2 of the TSX Venture Exchange Corporate Finance Manual, or any form of business combination, including, but not limited to a plan of arrangement, amalgamation or merger, involving BMG and a public entity.

“Subsequent BMG Shares” shall have the meaning set forth in Section 3.2(d).

“to its knowledge” means to a Party’s knowledge and belief, without independent inquiry.

This Agreement will be read with such changes in gender or number as the context requires.

The headings to the sections, paragraphs, parts or clauses of this Agreement are inserted for convenience only and will not affect the construction hereof.

Unless otherwise stated, a reference herein to a numbered section, paragraph, clause or schedule, refers to the section, paragraph, clause or schedule bearing that number or letter in this Agreement. A reference to “this Agreement”, “hereof”, “hereunder”, “herein”, or words of similar meaning, means this Agreement including the schedules hereto, together with any amendments thereof.

The following exhibits are incorporated into this Agreement by reference:

Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement are stated in Canadian Dollars.

This Agreement will be construed and governed by the laws in force in the Province of British Columbia and the courts of the Province of British Columbia will have exclusive jurisdiction to hear and determine all disputes arising hereunder. This Section 1.6 will not be construed to affect the rights of a Party to enforce a judgment or award outside of British Columbia.

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If any provision of this Agreement is or becomes illegal, invalid or unenforceable in whole or in part, the remaining provisions will nevertheless be and remain valid and subsisting and such remaining provisions will be construed as if this Agreement had been executed without the illegal, invalid or unenforceable portion.

BMG and BMG USA jointly and severally represent and warrant to GAM that:

GAM represents and warrants to BMG and BMG USA that:

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agreements or options to acquire or purchase the Property or any portion thereof or to place an Encumbrance thereon, save as disclosed in Exhibit B;

The representations, warranties, covenants and agreements contained in this Agreement are conditions on which the Parties have relied in entering into this Agreement and will survive the execution hereof, any investigation made by a Party whether prior to or after executing this Agreement and the exercise of the Option , for a period of six (6) months, and each Party will indemnify and save the other harmless from all losses, damages, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant or agreement made by it and contained in this Agreement. A Party may waive any of such representations, warranties, covenants or agreements in whole or in part at any time without prejudice of its right in respect of any other breach of the same or any other representation, warranty, covenant or agreement. To be effective any waiver must be in writing and will be limited to the specific circumstances for which it is given.

GAM hereby grants to BMG USA the sole and exclusive right and option (the “Option”), subject to the terms of this Agreement, to acquire the Property free and clear of all charges, encumbrances and claims save and except for those set out herein.

GAM will sell to BMG USA the Property upon the completion of all of the following by BMG or BMG USA:

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Notwithstanding the foregoing, BMG may only issue the Subsequent BMG Shares provided that GAM receives shares of BMG or a successor entity which is a reporting issuer and listed on a recognized stock exchange; in all other events BMG and BMG USA must pay the $1,600,000 in cash.

3.3.1 Upon timely completion of the items described in Section 3.2(a) and (b) and provided that BMG and BMG USA are not in material default of any other provisions of this Agreement, the Parties agree to execute a memorandum describing BMG USA’s interest in the Property which BMG USA may file against the Property.

3.3.2 Upon timely completion of all items described in Section 3.2 of this Agreement and provided that BMG and BMG USA are not in default of any other provisions of this Agreement, GAM will deliver to BMG USA a duly executed transfer of the Property in favour of BMG USA.

From the date of this Agreement until the expiry or due exercise thereof, BMG and BMG USA will jointly and severally assume all of the obligations of GAM under the Joint Venture Agreement and agrees to perform all of the obligations of GAM thereunder and pay timely all monies due thereunder on behalf of GAM, provided that GAM shall have the right to an observer on the Management Committee and the right to reject proposed Programs and Budgets, as defined in the Joint Venture Agreement, which are not fully funded in advance by BMG or BMG USA, as the case may be. BMG and BMG USA will jointly and severally indemnify and hold harmless GAM from any costs, damages, or liabilities of

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whatsoever kind and nature during the term of this Agreement resulting from any failure of BMG or BMG USA to comply with the assumed obligations under the Joint Venture Agreement. During the currency of this Agreement, BMG and BMG USA shall provide GAM with copies of all reports and other correspondence in connection with the Joint Venture Agreement.

5.1.1 GAM agrees that the Initial BMG Shares issued to GAM will be subject to the following escrow release terms, provided that equivalent escrow terms are also imposed on the other shareholders subject to escrow requirements:

5.1.2 GAM further agrees that it will execute any pooling or escrow agreement in respect of the Initial BMG Shares that GAM is required to enter into by any regulatory authority.

If BMG or BMG USA (collectively, the “Defaulting Parties”) defaults in any of their obligations hereunder, GAM may give the Defaulting Parties written notice thereof and specify the default or defaults relied on. If the Defaulting Parties have not, in the case of cash payments or share issuances, cured such default within 30 days after receipt of such notice or, in all other cases, taken reasonable commercial steps to cure such default within 30 days after receipt of such notice and continue diligently

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pursue same, this Agreement shall be terminated and GAM shall be entitled to retain all prior payments and share issuances and the Defaulting Parties shall have no further recourse against GAM.

If any Party (a “Delayed Party”) is at any time from the date of this Agreement until the expiry or exercise thereof prevented or delayed in complying with any provisions of this Agreement by reason of strikes, walk-outs, labour shortages, power shortages, fires, wars, terrorist acts, acts of God, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond its control, excepting the want of funds on the part of the Delayed Party, then the time limited for the performance by the Delayed Party of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay.

A Delayed Party shall give Notice to the other Parties of each event of force majeure under Section 7.1 hereof within 30 days thereof, and upon cessation of such event shall furnish the other Parties with Notice of that event together with particulars of the number of days by which the obligations of the Delayed Party hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.

Each of the Parties hereby covenants and agrees that at any time and from time to time until the exercise or termination of the Option it will, upon the request of the other Party, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required for the better carrying out and performance of all the terms of this Agreement.

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8.2.1 Any notice required or permitted to be given or delivery required to be made to any Party may be effectively given or delivered if it is delivered personally to:

c/o 20^th Floor, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Or to such other address as the Party entitled to or receiving such notice may notify the other Party as provided for herein.

8.2.2 A notice will be deemed to have been received by the addressee on the first Business Day occurring after the date of delivery or transmission provided that such is a Business Day, and if not, on the second Business Day occurring after the date of delivery or transmission.

This Agreement will be binding upon and enure to the benefit of the Parties and their respective successors and assigns. Nothing herein express or implied is intended to confer upon any person, other than the Parties and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior letters of intent, agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied with respect to the subject matter of this Agreement.

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This Agreement may be executed in any number of counterparts with the same effect as if all of the Parties had signed the same document and all counterparts will be construed together and will constitute one and the same instrument.

No modification or amendment to this Agreement may be made unless agreed to by the Parties in writing.

This Agreement is expressly subject to the receipt of the consents listed in Exhibit B.

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This is EXHIBIT “A” to that

Sale Agreement between Battle Mountain Gold Inc., Battle Mountain Gold (USA), Inc.,

and Great American Minerals, Inc.

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This is EXHIBIT “B” to that

Option Agreement between Battle Mountain Gold Inc., Battle Mountain Gold (USA), Inc.,

and Great American Minerals, Inc.

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