SHARE EXCHANGE AGREEMENT among MADISON MINERALS INC. and BATTLE MOUNTAIN GOLD INC. and THE UNDERSIGNED SECURITYHOLDERS OF BATTLE MOUNTAIN GOLD INC. Dated as of March 13, 2014

The Vendors are the registered and beneficial owners of all the outstanding securities of BMG as indicated on Schedule A;

▇▇▇▇▇▇▇’▇ common shares are listed and posted for trading on the TSX Venture Exchange;

The Vendors wish to sell to Madison and Madison wishes to purchase from the Vendors the BMG Securities (as hereinafter defined) on the terms and conditions set out in this Agreement; and

The completion of the transactions contemplated by this Agreement will constitute a “Reverse Take-Over” for the purposes of Policy 5.2 of the TSX Venture Exchange Corporate Finance Manual.

“1933 Act” means the United States Securities Act of 1933, as amended;

“1940 Act” means the United States Investment Company Act of 1940, as amended;

“affiliate” shall have the meaning ascribed to such term under the BCBCA;

“Agreement” means this share exchange agreement, together with the schedules attached hereto, as amended, amended and restated or supplemented from time to time;

“BCBCA” means the British Columbia Business Corporations Act;

“BMG” shall have the meaning ascribed thereto on the first page of this Agreement;

“BMG Board” means the board of directors of BMG;

“BMG Common Shares” means the authorized common shares in the capital of BMG, as presently constituted;

“BMG Financial Statements” shall have the meaning ascribed thereto in Section 3.2(k) of this Agreement;

“BMG Securities” means:

the BMG Common Shares; and

the BMG Warrants.

“BMG US” means Battle Mountain Gold (US) Inc.;

“BMG Warrants” means all of the issued and outstanding BMG Common Share purchase warrants, each BMG Warrant entitling the holder to acquire one BMG Common Share;

“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in the City of Vancouver, British Columbia are open for business;

“Closing” means the completion of the Share Exchange and completion of the other transactions contemplated under this Agreement;

“Closing Date” means, unless otherwise agreed in writing by Madison and BMG, the 5^th Business Day following the receipt of final notice of acceptance of the transactions contemplated by this Agreement from the TSXV and approval of the listing of the Madison Common Shares to be issued to the Vendors on the TSXV;

“Closing Time” means 10:00 a.m. (Vancouver time) on the Closing Date or such other time on such date as Madison and BMG may agree as the time at which the Closing will take place;

“Completion Deadline” means the latest date by which the transactions contemplated by this Agreement are to be completed, which date shall be May 31, 2014 or such later date as Madison and BMG may mutually agree;

“Contract” means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon BMG (or any Subsidiary of BMG) or Madison (or any Subsidiary of Madison), as the case may be;

“Directed Selling Efforts” means directed selling efforts as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Agreement, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Madison Common Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Madison Common Shares;

“Encumbrance” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

“Environmental Approvals” means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals issued or required by any Governmental Entity pursuant to any Environmental Laws;

“Environmental Laws” means all applicable Laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals;

“Governmental Entity” means any applicable:

multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign;

subdivision, agent, commission, board or authority of any of the foregoing;

quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or

stock exchange, including the TSXV;

“IFRS” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;

“Information Circular” means the information circular, and any amendments thereof, of Madison in connection with the Share Exchange to be prepared in accordance with TSXV Form 3D1 - “Information Required in an Information Circular for a Reverse Takeover or Change of Business” and any other applicable Laws and submitted to the TSXV;

“Laws” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

“▇▇▇▇▇ Property” means the mineral claims located in Lander County, Nevada known as the ▇▇▇▇▇ Property;

“Madison” shall have the meaning ascribed thereto on the first page of this Agreement;

“Madison Board” means the board of directors of Madison;

“Madison Common Shares” means the common shares in the capital of Madison as presently constituted;

“Madison Financial Statements” shall have the meaning ascribed thereto in Section 3.3(k) of this Agreement;

“Madison Properties and Assets” has the meaning ascribed thereto in Section 3.3(o) of this Agreement;

“Madison Public Documents” means the public documents filed by Madison since March 7, 1997 and available on SEDAR under Madison’ SEDAR profile;

“Madison Replacement Securities” means:

the Madison Common Shares being issued to the Vendors pursuant to the Share Exchange; and

the Madison Replacement Warrants;

“Madison Replacement Warrants” means the Madison Common Share purchase warrants to be exchanged for the BMG Warrants, in substantially the same terms as the BMG Warrants, subject to any required regulatory approval;

“Madison Resolution” means the ordinary resolution of the Madison Shareholders approving the transactions contemplated by this Agreement;

“Madison Shareholder Approval” means the approval of the Madison Shareholders by way of a majority of votes cast at a meeting of the Madison Shareholders with respect to this Agreement, the Share Exchange and the transactions contemplated herein, including:

the change of the name of Madison as set out in Section 4.3(n) of this Agreement;

the changes in directors of Madison as listed in Section 4.3(o) of this Agreement;

the four to one consolidation of Madison Common Shares as set out in Section 4.3(f)(ii) of this Agreement;

such other matters as may be appropriate under the circumstances;

“Madison Shareholders” means, at any time, the holders of Madison Common Shares;

“Madison Warrants” means share purchase warrants of Madison, each such Madison Warrant exercisable at $0.12 per Madison Common Share;

“Material Adverse Change” means any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect on the applicable Party and its Subsidiaries on a consolidated basis;

“Material Adverse Effect” means any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or states of facts, is or would reasonably be expected to be material and adverse to the business, properties, operations, results of operations or financial condition of the applicable Party and its Subsidiaries on a consolidated basis, except any change, effect, event, occurrence or state of facts resulting from or relating to:

the announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder or

changes in the United States and Canadian economies in general or the United States and Canadian capital or currency markets in general;

the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife, or acts of terrorism;

any change in applicable Laws or in the interpretation thereof by any Governmental Entity;

any change in IFRS;

any natural disaster;

any change in the price of uranium or gold;

any change relating to foreign currency exchange rates; or

changes affecting the mining industry generally,

“Material Contracts” means all Contracts or other obligations or rights (and all amendments, modifications and supplements thereto and all side letters to which BMG (or any Subsidiary of BMG) or Madison (or any Subsidiary of Madison), as the case may be, is a party affecting the obligations of any party thereunder) to which BMG (or any Subsidiary of BMG) or Madison (or any Subsidiary of Madison), as the case may be, is a party or by which any of their respective properties or assets are bound that are material to the business, properties or assets of BMG or Madison (or any Subsidiary of Madison), as the case may be, taken as a whole, including to the extent any of the following are material to the business, properties or assets of BMG (or any Subsidiary of BMG) or Madison (or any Subsidiary of Madison), as the case may be, taken as a whole, all:

employment, severance, personal services, consulting, non-competition or indemnification contracts (including any Contract to which BMG (or any Subsidiary of BMG) or Madison (or any Subsidiary of Madison), as the case may be, is a party involving employees);

Contracts granting a right of first refusal or first negotiation;

partnership or joint venture agreements;

Contracts for the acquisition, sale or lease of material properties or assets of BMG (or any Subsidiary of BMG) or Madison (or any Subsidiary of Madison), as the case may be (by purchase or sale of assets or stock or otherwise);

Contracts with any Governmental Entity;

loan or credit agreements mortgages, indentures or other Contracts or instruments evidencing indebtedness for borrowed money by BMG (or any Subsidiary of BMG) or Madison (or any Subsidiary of Madison), as the case may be, or any such agreement pursuant to which indebtedness for borrowed money may be incurred;

Contracts that purport to limit, curtail or restrict the ability of BMG (or any Subsidiary of BMG) or Madison (or any Subsidiary of Madison), as the case may be, to compete or acquire property (including, but not limited to, any real property or mineral tenures) in any geographic area or line of business;

commitments and agreements to enter into any of the foregoing; and

all Contracts that provide for annual payments to or from BMG (or any Subsidiary of BMG) or Madison (or any Subsidiary of Madison), as the case may be, in excess of $10,000 per annum;

“Party” shall mean, as the context requires, either Madison, BMG or the Vendors and “Parties” shall mean all of them;

“Person” means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

“Phoenix Option Agreement” means the option agreement among BMG, BMG US and Nevada Royalty Corp. (formerly Great American Minerals Inc.), dated March 13, 2013, pursuant to which BMG US may earn a 40% interest in the Phoenix Joint Venture with Madison;

“Registrar” means the registrar appointed under section 400 of the BCBCA;

“Regulation D” means Regulation D adopted by the SEC under the 1933 Act;

“Regulation S” means Regulation S adopted by the SEC under the 1933 Act;

“SEC” means the United States Securities and Exchange Commission;

“Securities Authorities” means the securities commissions and/or other securities regulatory authorities in the provinces and territories of Canada;

“SEDAR” means the System for Electronic Document Analysis and Retrieval;

“Share Exchange” means the share exchange between Madison and the Vendors pursuant to the terms and conditions set forth in this Agreement, subject to any amendment thereto in accordance herewith;

“Subsidiary” has that meaning as set out in section 2(2) of the BCBCA;

“Substantial U.S. Market Interest” means substantial U.S. market interest as that term is defined in Regulation S;

“Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

“Tax Act” means the Income Tax Act (Canada), as amended and the regulations thereunder, as amended;

“Tax Returns” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any taxing authority or required to be made, prepared or filed with any taxing authority relating to Taxes;

“TSXV” means the TSX Venture Exchange;

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and

“Vendors” shall have the meaning ascribed thereto on the first page of this Agreement.

in the case of Madison, the actual knowledge of the Chief Executive Officer and Chief Financial Officer of Madison after appropriate inquiries and investigations; and

in the case of BMG, the actual knowledge of the directors of BMG after appropriate inquiries and investigations.

at the Closing Time, subject to the terms and conditions set out in this Agreement, the Vendors agree to sell and Madison agrees to purchase the BMG Common Shares free and clear of all Encumbrances, by way of an exchange of shares based on an exchange rate of one Madison Common Share being allotted and issued to the Vendors at a deemed price of $0.12 per Madison Common Share for every one BMG Common Share purchased by Madison;

with respect to the BMG Warrants, such BMG Warrants will be cancelled and each holder of BMG Warrants will be issued Madison Replacement Warrants that entitle the holder to acquire that number of Madison Common Shares that is equal to the number of BMG Common Shares that such holder was entitled to acquire under the BMG Warrants previously held; and

as a result of the foregoing, BMG will be a wholly-owned subsidiary of Madison.

the documents required or contemplated to be delivered by it hereunder in order to complete, or necessary or reasonably requested to be delivered by it by the other Parties in order to effect, the Share Exchange, provided that each such document required to be dated the Closing Date shall be dated as of, or become effective on, the

written confirmation as to the satisfaction or waiver of all of the conditions in its favour contained in Article 5 hereof.

Each Vendor constitutes and appoints BMG as its representative (the “Vendors’ Representative”) and its true and lawful attorney in fact, with full power and authority in its name on its behalf:

to act on such Vendor’s behalf in the absolute discretion of the Vendors’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement and any waiver of any claim or right arising out of this Agreement; and

in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions in this Section 2.7.

Madison and BMG shall be entitled to rely upon any documents or other paper delivered by the Vendors’ Representative as being authorized by the Vendors, and Madison and BMG shall not be liable to any Vendor for any action taken or omitted to be taken by Madison and BMG based on such reliance; and

Until all obligations under this Agreement shall have been discharged, the Vendors who, immediately prior to the Closing, are entitled in the aggregate to receive more than 50% of the Madison Replacement Securities, may, from time to time upon notice to Madison and BMG, appoint a new Vendors’ Representative upon the resignation of the Vendors’ Representative. If, after the resignation of the Vendors’ Representative, a successor Vendors’ Representative shall not have been appointed by the Vendors within 15 Business Days after a request by Madison and BMG, Madison and BMG may appoint a Vendors’ Representative from among the Vendors to fill any vacancy so created by notice of such appointment to the Vendors.

the Vendor is the sole registered holder of the number of BMG Securities set out opposite the Vendor’s name in Schedule A;

the BMG Securities held by the Vendor are free and clear of all Encumbrances;

the Vendor has the power and authority to enter into, deliver, and perform this Agreement on the terms and conditions set out in this Agreement and to transfer the legal and beneficial title and ownership of the BMG Common Shares owned by the Vendor to Madison;

no Person has any agreement or option or a right capable of becoming an agreement for the purchase of the BMG Securities owned by the Vendor;

if the Vendor is a corporation, all necessary corporate action on the part of Vendor will, at Closing, validly authorize the signing, delivery, and performance of this Agreement and the completion of the transactions contemplated by this Agreement;

this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, except as may be limited by laws of general application affecting the rights of creditors;

the performance of this Agreement will not violate any applicable Laws or any agreement or other instrument to which the Vendor is a party;

the Vendor is not indebted or under obligation to BMG on any account whatsoever;

the Vendor is resident in the jurisdiction indicated on Schedule A;

the Vendor is acquiring the Madison Replacement Securities as principal for its own account, not for the benefit of any other Person, and is acquiring the Madison Replacement Securities for investment only and not with a view to the resale or distribution of all or any of the Madison Replacement Securities; and

the Vendor is, as of the date hereof and when the Madison Replacement Securities are issued and allotted, an “accredited investor” for the purposes of the exemption from the requirement for Madison to file a prospectus contained in Section 2.3 of National Instrument 45-106 – Prospectus and Registration Exemptions.

Organization. Each of BMG and its Subsidiaries has been incorporated and, validly exists under the laws of its governing jurisdiction and is in good standing under applicable corporate laws and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Each of BMG and its Subsidiaries is registered, licensed or otherwise qualified in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on BMG. All of the outstanding shares of each Subsidiary of BMG are validly issued, and are fully paid and non-assessable to the extent such a concept exists under applicable Laws. All of the outstanding shares of each Subsidiary of BMG are owned directly by BMG. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any issued or unissued securities of, or interest in, any Subsidiary of BMG.

Capitalization. BMG is authorized to issue an unlimited number of BMG Common Shares. As of the date of this Agreement, there were outstanding 15,420,000 BMG Common Shares and 2,000,000 BMG Warrants. Except as disclosed in and pursuant to this Agreement and the transactions contemplated hereby, as of the date hereof, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating BMG to issue or sell any shares of BMG or any securities or obligations of any kind convertible into or exchangeable for any shares of BMG. All outstanding BMG Common Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. All BMG Warrants have been duly, validly and legally created and issued by BMG in accordance with applicable Laws and all BMG Common Shares issuable upon the exercise of the BMG Warrants in accordance with these terms have been duly authorized and upon issuance will be validly issued and fully paid shares. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of BMG. There are no outstanding contractual obligations of BMG to repurchase, redeem or otherwise acquire any outstanding BMG Common Shares or with respect to the voting or disposition of any outstanding BMG Common Shares.

Authority. BMG has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by BMG as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by BMG and the completion by BMG of the transactions contemplated by this Agreement have been authorized by the BMG Board and, subject to the execution of this Agreement by the Vendors, no other corporate proceedings on the part of BMG are necessary to authorize this Agreement or the completion by BMG of the transactions

result in a violation, contravention or breach or constitute a default under, or entitle any party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

the articles or notice of articles of BMG or any Subsidiary of BMG;

any applicable Law, or

any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, contract, agreement, licence, permit or other instrument to which BMG or any Subsidiary of BMG is bound or is subject to or of which BMG or any Subsidiary of BMG is the beneficiary,

cause any indebtedness owing by BMG or any Subsidiary of BMG to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on BMG;

result in the imposition of any Encumbrance upon any of the property or assets of BMG or any Subsidiary of BMG or give any Person the right to acquire any of BMG’s assets, or restrict, hinder, impair or limit the ability of BMG or any Subsidiary of BMG to conduct the business of BMG or any Subsidiary of BMG as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on BMG;

result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of BMG or any Subsidiary of BMG or increase any benefits otherwise payable under any pension or benefits plan of BMG or any Subsidiary of BMG or result in the acceleration of the time of payment or vesting of any such benefits; or

result in the revocation, suspension, cancellation, variation or non-renewal of any mining claims, concessions, licenses, leases or other instruments, conferring

Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by BMG or any Subsidiary of BMG in connection with the execution and delivery of this Agreement or the consummation by BMG of the transactions contemplated hereby other than:

filings with and approvals by the Securities Authorities; and

any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on BMG.

determined that the Share Exchange is in the best interests of BMG; and

authorized the entering into of this Agreement, and the performance of BMG’s obligations hereunder.

Contracts. Each of the Material Contracts to which BMG or any Subsidiary of BMG is a party constitutes a valid and legally binding obligation of BMG, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

Waivers, Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of BMG.

No Defaults. None of BMG or any Subsidiary of BMG is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by BMG or any Subsidiary of BMG under, any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, Contract of BMG or any Subsidiary of BMG, agreement, licence, permit or other instrument that is material to the conduct of the business of BMG or any Subsidiary of BMG to which any of them is a party or by which any of them is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on BMG. No party to any Contract of BMG or any Subsidiary of BMG has given written notice to BMG or any Subsidiary of BMG of or made a claim against BMG or any Subsidiary of BMG with respect to any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on BMG.

Absence of Changes. Except as disclosed to Madison in writing prior to the date hereof, since October 31, 2013:

BMG and each Subsidiary of BMG has conducted its business only in the ordinary and regular course of business consistent with past practice;

none of BMG or any Subsidiary of BMG has incurred or suffered a Material Adverse Change;

there has not been any acquisition or sale by BMG or any Subsidiary of BMG of any material property or assets thereof;

other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by BMG or any Subsidiary of BMG of any debt for borrowed money, any creation or assumption by BMG or any Subsidiary of BMG of any Encumbrance, any making by BMG or any Subsidiary of BMG of any loan, advance or capital contribution to or investment in any other Person or any entering into, amendment of, relinquishment, termination or non-renewal by BMG or any Subsidiary of BMG of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on BMG;

BMG has not declared or paid any dividends or made any other distribution in respect of any of the BMG Securities;

BMG has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding BMG Securities;

other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by BMG or any Subsidiary of BMG to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of BMG stock options) made to, for or with any of such directors, officers, employees or consultants;

BMG has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the BMG Financial Statements; and

BMG has not adopted any, or amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

is a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with, any director or officer of BMG or any Subsidiary of BMG that would be triggered by BMG’s entering into this Agreement or the completion of the Share Exchange;

has any employee or consultant whose employment or contract with BMG or any Subsidiary of BMG cannot be terminated by BMG or any Subsidiary of BMG in accordance with the provisions of such employment or consultant contract following the completion of the Share Exchange; and

is a party to any collective bargaining agreement;

is, to the knowledge of BMG, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement; or

is subject to any current, or, to the knowledge of BMG, pending or threatened strike or lockout.

Financial Matters. The financial statements of BMG for the years ended October 31, 2013 and October 31, 2012 and the respective notes thereto, attached hereto as Schedule B (the “BMG Financial Statements”), fairly present in all material respects the financial condition of BMG at the respective dates indicated and the results of operations of BMG for the periods covered. Except as disclosed in the BMG Financial Statements or otherwise disclosed in writing to Madison, as of the date hereof BMG does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the corporate records and minute books of BMG, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring BMG’s projects), which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on BMG.

Books and Records. The corporate records and minute books of BMG and each Subsidiary of BMG have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on BMG. Financial books and records and accounts of BMG and each Subsidiary of BMG in all material respects:

have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; and

are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of BMG and each Subsidiary of BMG.

▇▇▇▇▇▇▇▇▇▇. There is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of BMG, threatened against or relating to BMG, any Subsidiary of BMG or affecting any of their respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on BMG and BMG is not aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of BMG, threatened against or relating to BMG or any Subsidiary of BMG before any Governmental Entity. Neither BMG or any Subsidiary of BMG nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of BMG or each Subsidiary of BMG, as the case may be, to conduct their respective business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on BMG.

Title to Properties and Operational Matters. The Phoenix Option Agreement is in good standing according to its terms.

Royalty Payments and Other Interests. Except in relation to the ▇▇▇▇▇ Property or as otherwise disclosed to Madison in writing prior to the date hereof, there are no landowner’s royalties, overriding royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which BMG or any of its Subsidiaries is bound on or in relation to its properties and assets.

Assets. BMG has good and marketable title to its assets free and clear of any security interests, liens, charges, mortgages, pledges, Encumbrances, adverse claims and demands of any nature or kind whatsoever recorded or unrecorded, except as disclosed to Madison in writing prior to the date hereof.

Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on BMG:

BMG and each Subsidiary of BMG has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

BMG and each Subsidiary of BMG has:

duly and timely paid all Taxes due and payable by it;

duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and

duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;

the charges, accruals and reserves for Taxes reflected on the BMG Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of BMG, adequate under IFRS to cover Taxes with respect to BMG and any Subsidiary of BMG accruing through the date hereof;

there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or, to the knowledge of BMG, threatened against BMG or any Subsidiary of BMG that propose to assess Taxes in addition to those reported in the Tax Returns; and

no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to BMG or any Subsidiary of BMG.

Compliance with Laws. BMG and each Subsidiary of BMG has complied with and are not in violation of any applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on BMG.

No Option on Assets. Except as disclosed to Madison in writing prior to the date hereof, no Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from BMG or any Subsidiary of BMG any of the material assets of BMG or any Subsidiary of BMG.

Certain Contracts. Neither BMG nor any Subsidiary of BMG is a party to or bound by any non-competition agreement or, except as disclosed to Madison in writing prior to the date hereof, any other agreement, obligation, judgment, injunction, order or decree that purports to:

limit the manner or the localities in which all or any material portion of the business of BMG or any Subsidiary of BMG are conducted;

limit any business practice of BMG or any Subsidiary of BMG in any material respect; or

restrict any acquisition or disposition of any property by BMG or any Subsidiary of BMG in any material respect.

No Broker’s Commission. Except as disclosed to Madison in writing prior to the date hereof, neither BMG, nor any Subsidiary of BMG has entered into any agreement that would entitle any Person to any valid claim against them for a broker’s commission, finder’s fee or any like payment in respect of the Share Exchange or any other matter contemplated by this Agreement.

Shares. The BMG Common Shares to be transferred to Madison pursuant to the Share Exchange are issued as fully paid and non-assessable.

U.S. Securities Law Matters. None of BMG, any of its affiliates or any person acting on its or their behalf has made or will make any Directed Selling Efforts in the United States with respect to the Madison Common Shares or has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising in connection with the offer or exchange of the Madison Common Shares in the United States.

No Shareholdings in Madison. BMG does not, legally or beneficially, own, directly or indirectly, any securities of Madison and does not have any right, agreement or obligation to purchase any securities of Madison or any securities or obligations of any kind convertible into or exchangeable for any securities of Madison.

Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon BMG or to its knowledge any Subsidiary of BMG that has or could be reasonably expected to have the effect of prohibiting, restricting or materially impairing: (i) any business practice of BMG or any Subsidiary of BMG, (ii) except as disclosed to Madison in writing prior to the date hereof, any acquisition of property by BMG or any Subsidiary of BMG, or (iii) the conduct of business by BMG or any Subsidiary of BMG as currently conducted.

Expropriation. No property or asset of BMG has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced or, to the knowledge of BMG, is there any intent or proposal to give any such notice or commence any such proceeding.

Right to Use Personal Information. All personal information in the possession of BMG has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which BMG, or BMG is deemed by operation of law in those jurisdictions, to conduct its business. BMG has disclosed to Madison all contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other contracts, or facts which, on completion of the transactions contemplated by this Agreement, would restrict or interfere with the use of any personal information by Madison in the operation of its business as conducted by BMG before the Closing. There are no claims pending or, to the knowledge of BMG, threatened, with respect to BMG’s collection, use or disclosure of personal information.

Organization. Each of Madison and its Subsidiary has been incorporated and validly exists under the laws of its governing jurisdiction and is in good standing under applicable corporate laws and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Each of Madison and its Subsidiary is registered, licensed or otherwise qualified in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on Madison. All of the outstanding shares of the Subsidiary of Madison are validly issued, and are fully paid and non-assessable to the extent such a concept exists under applicable Laws. All of the outstanding shares of the Subsidiary of Madison are owned directly by Madison. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any issued or unissued securities of, or interest in, the Subsidiary of Madison.

Capitalization. Madison is authorized to issue an unlimited number of Madison Common Shares. As of the date of this Agreement, there were outstanding:

40,906,727 Madison Common Shares; and

Madison Warrants to acquire an aggregate of up to 1,000,000 Madison Common Shares.

Authority. Madison has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Madison as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Madison and the completion by Madison of the transactions contemplated by this Agreement have been authorized by the Madison Board, and

result in a violation, contravention or breach or constitute a default under, or entitle any party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

the articles or notice of articles of Madison;

any applicable Law or rule or policy of the TSXV (except that the approval of the TSXV, which is required for the completion by Madison of the transactions contemplated hereby, will be applied for by Madison but has not been obtained as of the date hereof); or

any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, contract, agreement, licence, permit or other instrument to which Madison is bound or is subject to or of which Madison is the beneficiary;

cause any indebtedness owing by Madison or its Subsidiary to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on Madison;

result in the imposition of any Encumbrance upon any of the property or assets of Madison or its Subsidiary or give any Person the right to acquire any of Madison’s assets, or restrict, hinder, impair or limit the ability of Madison or its Subsidiary to conduct the business of Madison or its Subsidiary as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on Madison;

result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of Madison or its Subsidiary

result in the revocation, suspension, cancellation, variation or non-renewal of any mining claims, concessions, licenses, leases or other instruments, conferring mineral rights in respect of the material properties in which Madison or its Subsidiary has an interest.

Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by Madison or its Subsidiary in connection with the execution and delivery of this Agreement or the consummation by Madison of the transactions contemplated hereby other than:

the approval of the TSXV as referred to in Section 3.3(c)(i)(B));

the Madison Shareholder Approval; and

any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Madison.

determined that the Share Exchange is in the best interests of Madison;

determined to recommend that the Madison Shareholders vote in favour of the Madison Resolution; and

authorized the entering into of this Agreement, and the performance of Madison’ obligations hereunder.

Contracts. Each of the Material Contracts to which Madison or its Subsidiary is a party constitutes a valid and legally binding obligation of Madison, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

Waivers, Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of Madison.

No Defaults. None of Madison or its Subsidiary is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Madison or its Subsidiary under any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, Contract to which Madison or its Subsidiary is a party, agreement, licence, permit or other instrument that is material to the conduct of the business of Madison or its Subsidiary to which it is a party or by which it is bound or subject to that would,

Absence of Changes. Except as disclosed in the Madison Public Documents, since October 31, 2013:

Madison and its Subsidiary has conducted its business only in the ordinary and regular course of business consistent with past practice;

none of Madison and its Subsidiary has incurred or suffered a Material Adverse Change;

there has not been any acquisition or sale by Madison and its Subsidiary of any material property or assets thereof;

other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Madison or its Subsidiary of any debt for borrowed money, any creation or assumption by Madison or its Subsidiary of any Encumbrance, any making by Madison or its Subsidiary of any loan, advance or capital contribution to or investment in any other Person or any entering into, amendment of, relinquishment, termination or non-renewal by Madison or its Subsidiary, of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on Madison;

Madison has not declared or paid any dividends or made any other distribution in respect of any of the Madison Common Shares;

other than the proposed share consolidation by Madison referred to in Section 4.3(f)(ii) of this Agreement, Madison has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Madison Common Shares;

other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by Madison or its Subsidiary to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of Madison Options) made to, for or with any of such directors, officers, employees or consultants;

Madison has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the Madison Financial Statements; and

Madison has not adopted any, or amended any, collective bargaining agreement, bonus, pension, profit-sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

is a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with any director or officer of Madison or its Subsidiary that would be triggered by Madison’ entering into this Agreement or the completion of the Share Exchange;

has any employee or consultant whose employment or contract with Madison or its Subsidiary cannot be terminated by Madison or its Subsidiary in accordance with the provisions of such employment or consultant contract following the completion of the Share Exchange; and

is a party to any collective bargaining agreement;

is, to the knowledge of Madison, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement; or

is subject to any current, or to the knowledge of Madison, pending or threatened strike or lockout.

Financial Matters. The audited financial statements of Madison for the year ended October 31, 2013 and the respective notes thereto (collectively, the “Madison Financial Statements”) were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the consolidated financial condition of Madison at the respective dates indicated and the results of operations of Madison for the period covered on a consolidated basis. Except as disclosed in the Madison Financial Statements, as of the date hereof Madison does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Madison Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Madison’ projects) since October 31, 2013, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Madison.

Mineral Resources. All the technical reports filed by Madison on SEDAR have been prepared in all material respects in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Books and Records. The corporate records and minute books of Madison and its Subsidiary have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or

have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;

are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Madison and its Subsidiary; and

accurately and fairly reflect the basis for the Madison Financial Statements.

Litigation. There is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Madison threatened against or relating to Madison or its Subsidiary or affecting any of their respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Madison, and Madison is not aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Madison, threatened against or relating to Madison or its Subsidiary before any Governmental Entity. Neither Madison or its Subsidiary nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Madison or its Subsidiary, as the case may be, to conduct their respective business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on Madison.

Title to Properties and Operational Matters. Madison or its Subsidiary, as applicable, is the legal and beneficial owner of and has good title to the exploitation permits, mining claims, concessions, licenses, leases, options or other instruments conferring mineral rights to Madison or its Subsidiary in respect of the properties in which Madison or its Subsidiary has an interest (collectively, for the purposes of this Section 3.3(o), the “Madison Properties and Assets”). All agreements by which Madison or its Subsidiary holds an interest in the Madison Properties and Assets are in good standing according to their respective terms and, to the knowledge of Madison, the Madison Properties and Assets are in good standing under applicable Laws and all filings and work commitments required by Madison to maintain the Madison Properties and Assets in good standing have been properly recorded and filed in a timely manner with the appropriate Governmental Entity and there are no material Encumbrances or any other material interests in or on such Madison Properties and Assets except as disclosed by Madison in the Madison Public Documents. To Madison’ knowledge, there are no material adverse claims against or challenges to the title or ownership of any of the Madison Properties and Assets. Madison has conducted and is conducting its business in material compliance with all applicable Laws, including all applicable Laws and all Governmental Entity authorizations and instructions, whether in writing or oral, relating to the Madison Properties and Assets. Madison has not received any notice of the revocation

Royalty Payments. Except as disclosed in the Madison Public Documents, there are no landowner’s royalties, overriding royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which Madison or its Subsidiary is bound on or in relation to its properties and assets.

Assets. Madison has good and marketable title to its assets free and clear of any security interests, liens, charges, mortgages, pledges, Encumbrances, adverse claims and demands of any nature or kind whatsoever recorded or unrecorded, except as disclosed in the Madison Public Documents.

Insurance. Madison maintains policies of insurance in amounts and in respect of such risks as are normal and usual for companies of a similar size and business and such policies are in full force and effect as of the date hereof.

Environmental. To the knowledge of Madison:

Madison and its Subsidiary are in compliance in all material respects with Environmental Laws;

Madison and its Subsidiary have operated their respective businesses at all times and have received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;

there is no material claim or judicial or administrative proceeding which may affect either Madison or its Subsidiary or any of the properties or assets of Madison or its Subsidiary relating to or alleging any violation of Environmental Laws; and

Madison and its Subsidiary hold all licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses as presently conducted and the ownership and use of their respective assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Madison, and neither Madison or its Subsidiary nor any of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and neither Madison nor its Subsidiary is subject to any known environmental liabilities.

Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Madison:

Madison and its Subsidiary has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

Madison and its Subsidiary have:

duly and timely paid all Taxes due and payable by it;

duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and

duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;

the charges, accruals and reserves for Taxes reflected on the Madison Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of Madison, adequate under IFRS, as applicable, to cover Taxes with respect to Madison accruing through the date hereof;

there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Madison, threatened against Madison that propose to assess Taxes in addition to those reported in the Tax Returns; and

no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to Madison.

Reporting Status. Madison is a reporting issuer in good standing in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. The Madison Common Shares are listed on the TSXV and Madison is in material compliance with the rules, regulations and policies of the TSXV.

Reports. Since December 31, 2009, Madison has filed with the Securities Authorities, all applicable self-regulatory authorities and the TSXV, a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it, including the Madison Public Documents. The

did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and

complied in all material respects with the requirements of applicable securities Laws and the rules, policies and instruments of all Securities Authorities or stock exchange or other self-regulatory authority having jurisdiction over Madison.

Compliance with Laws. Except with respect to matters relating to the environment or Environmental Laws, which are addressed in Section 3.3(s)(iv), each of Madison and its Subsidiary has complied with and is not in violation of any applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Madison.

No Cease Trade. Other than the TSXV halt on the trading of the Madison Common Shares on the TSXV pursuant to TSXV policies, Madison is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of Madison, no investigation or other proceedings involving Madison that may operate to prevent or restrict trading of any securities of Madison are currently in progress or pending before any applicable stock exchange or Securities Authority.

No Option on Assets. No Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Madison or its Subsidiary of any of the material assets of Madison or its Subsidiary.

Certain Contracts. Neither Madison nor its Subsidiary is a party to or bound by any non- competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to:

limit the manner or the localities in which all or any material portion of the business of Madison or its Subsidiary is conducted;

limit any business practice of Madison or its Subsidiary in any material respect; or

restrict any acquisition or disposition of any property by Madison or its Subsidiary in any material respect.

No Broker’s Commission. Madison has not entered into any agreement that would entitle any Person to any valid claim against Madison for a broker’s commission, finder’s

Vote Required. The only votes of the holders of any class or series of securities of Madison necessary to approve this Agreement, the Share Exchange and the transactions contemplated hereby or thereby is the Madison Shareholder Approval.

Shares. The Madison Common Shares to be issued pursuant to the Share Exchange will, upon issue, (i) be issued as fully paid and non-assessable; (ii) be freely trading shares, subject to any applicable escrow provisions, resale restrictions and/or restricted periods under the rules of the TSXV or applicable securities Laws and except for the Madison Common Shares issued to Vendors resident in or subject to the laws of the United States as contemplated in Section 2.5 of this Agreement; and (iii) subject to the approval of the TSXV, listed for trading on the TSXV.

Warrants. The Madison Replacement Warrants to be issued pursuant to the Share Exchange and the transactions contemplated hereby or thereby will, upon issue, have been duly, validly and legally created and issued by Madison in accordance with applicable laws and, upon exercise, the resulting Madison Common Shares will, upon issue (i) be issued as fully paid and non-assessable; (ii) be freely trading shares, subject to any applicable escrow provisions, resale restrictions and/or restricted periods under the rules of the TSXV or applicable securities Laws and except for the Madison Common Shares issued to Vendors resident in or subject to the laws of the United States as contemplated in Section 2.5 of this Agreement; and (iii) subject to the approval of the TSXV, listed for trading on the TSXV.

U.S. Securities Law Matters.

The Madison Replacement Securities to be issued to persons in the United States pursuant to the Share Exchange shall be exempt from registration requirements under the 1933 Act pursuant to Rule 506 of Regulation D under the 1933 Act.

Madison is a “foreign issuer” within the meaning of Regulation S and reasonably believes that there is no Substantial U.S. Market Interest in the Madison Common Shares.

Madison is not now, and is not registered, or required to be registered, as an “investment company” as defined in the 1940 Act.

Except with respect to offers and sales to Accredited Investors who are in the United States in reliance upon the exemption from the registration requirements of the 1933 Act provided by Rule 506 of Regulation D thereunder, neither Madison nor any of its affiliates, nor any person acting on its or their behalf, has made or will make:

any offer to sell, or any solicitation of an offer to buy, any Madison Common Shares to any person in the United States; or

any sale of Madison Common Shares unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States or (ii) Madison, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States.

None of Madison, any of its affiliates or any person acting on its or their behalf has made or will make any Directed Selling Efforts in the United States with respect to the Madison Common Shares or has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising in connection with the offer or exchange of the Madison Common Shares or Madison Replacement Warrants in the United States.

Except with respect to the offer of the Madison Common Shares contemplated herein, Madison has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any of its securities in the United States.

No Shareholdings in BMG. Madison does not, legally or beneficially, own, directly or indirectly, any securities of BMG and does not have any right, agreement or obligation to purchase any securities of BMG or any securities or obligations of any kind convertible into or exchangeable for any securities of BMG, except as otherwise set out in this Agreement.

Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon Madison or its Subsidiary or that has or could be reasonably expected to have the effect of prohibiting, restricting or materially impairing any business practice of Madison or its Subsidiary, any acquisition of property by Madison or its Subsidiary, or the conduct of business by Madison or its Subsidiary as currently conducted.

Expropriation. No property or asset of Madison has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced or, to the knowledge of BMG, is there any intent or proposal to give any such notice or commence any such proceeding.

Right to Use Personal Information. All personal information in the possession of Madison has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which Madison, or Madison is deemed by operation of law in those jurisdictions, to conduct its business. Madison has disclosed to BMG all contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other contracts, or facts which, on completion of the transactions contemplated by this Agreement, would restrict or interfere with the use of any personal information by Madison in the operation of its business as conducted by Madison before the Closing. There are no claims pending or,

that a portion of the Madison Replacement Securities to be issued to the Vendors pursuant to the Share Exchange may be subject to escrow provisions, resale restrictions and/or restricted periods under the rules of the TSXV or applicable securities Laws;

that any Madison Replacement Securities issued to a Vendor that is a US Person will bear the legend denoted in Section 2.5 herein and will be subject to US securities laws.

Copy of Documents. BMG shall furnish promptly to Madison a copy of any dealings or communications with any Governmental Entity or Securities Authority or stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement.

Certain Actions Prohibited. Other than in contemplation of or as required to give effect to the transactions contemplated by this Agreement or as otherwise permitted pursuant to this Agreement, BMG shall not, without the prior written consent of Madison, which consent shall not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Closing Date:

issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of BMG;

incur or commit to incur any debt, except in the ordinary and regular course of business, or to finance its working capital requirements, or as otherwise contemplated in connection with the transactions contemplated in this Agreement;

declare or pay any dividends or distribute any of its property or assets to shareholders with respect to the BMG Securities;

enter into any Material Contracts, other than in the ordinary and regular course of business, except in connection with the Share Exchange or as otherwise contemplated herein;

alter or amend its notice of articles or articles, other than as may be required in connection with the transactions contemplated herein;

engage in any business enterprise or other activity different from that carried on or contemplated as of the date hereof;

other than pursuant to the terms of property acquisitions or in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets, except where to do so would not have a Material Adverse Effect on BMG;

redeem, purchase or offer to purchase any BMG Common Shares or other securities; or

acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

use its commercially reasonable efforts to not take any action, or refrain from taking any action or permit any action to be taken or not taken, that is inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by BMG in this Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on BMG; and

promptly notify Madison of:

any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of BMG;

any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated);

any breach by BMG of any covenant or agreement contained in this Agreement; and

any event occurring subsequent to the date hereof that would render any representation or warranty of BMG contained in this Agreement, if made on or as of the date of such event or the Closing Date, to be untrue or inaccurate in any material respect.

Satisfaction of Conditions. BMG shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

obtain all other consents, approvals and authorizations as are required to be obtained by BMG or any Subsidiary of BMG under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on BMG;

effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;

oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the parties hereto to consummate, the transactions contemplated hereby, subject to the BMG Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, BMG advises Madison in writing that it has received such advice and provides written details thereof to Madison;

fulfill all conditions and satisfy all provisions of this Agreement and the Share Exchange required to be fulfilled or satisfied by BMG; and

co-operate with Madison in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate BMG to pay or cause to be paid any monies to cause such performance to occur.

Keep Fully Informed. Subject to applicable Laws, BMG shall use commercially reasonable efforts to conduct itself so as to keep Madison fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

Co-operation. BMG shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

Representations. BMG shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of BMG contained herein shall be true and correct on and as of the Closing Date as if made on and as of such date.

Closing Documents. BMG shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by Madison, all in form satisfactory to Madison, acting reasonably.

Certain Actions. Each Vendor shall use his, her or its commercially reasonable efforts to not take any action, or refrain from taking any action or permit any action to be taken or not taken that is inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by the Vendors in this Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on the BMG Common Shares held by such Vendor.

Representations. Each Vendor shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of the Vendors contained herein shall be true and correct on and as of the Closing Date as if made on and as of such date.

Closing Documents. Each Vendor shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements and certificates, resolutions, opinions and other closing documents as may be required by Madison, all in form satisfactory to Madison, acting reasonably.

Information Circular. Madison shall, in a timely and expeditious manner, but in no event later than March 31, 2014, prepare, with the assistance of BMG, and file with the TSXV the Information Circular (which shall be in a form satisfactory to BMG, acting reasonably), together with any other documents required by applicable Laws in accordance with all applicable Laws on the date of filing thereof, in the form and containing the information required by all applicable Laws and not containing any misrepresentation (as defined under applicable securities Laws and requirements) with

Madison Shareholder Approval. Madison shall use its commercially reasonable efforts to obtain, in a timely manner prior to the Closing Date, the Madison Shareholder Approval.

Copy of Documents. Madison shall furnish promptly to BMG a copy of any filing under any applicable Laws and any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement.

Certain Actions Prohibited. Other than in contemplation of or as required to give effect to the transactions contemplated by this Agreement or as otherwise permitted pursuant to this Agreement, Madison shall not, without the prior written consent of BMG, which consent shall not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Closing Date:

issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of Madison, other than the issue of Madison Common Shares upon the exercise of Madison Warrants;

incur or commit to incur any debt, except in the ordinary and regular course of business, or to finance its working capital requirements, or as otherwise contemplated herein in connection with the transactions contemplated by this Agreement;

declare or pay any dividends or distribute any of its properties or assets to shareholders with respect to the Madison Common Shares;

enter into Material Contracts, other than in the ordinary and regular course of business, except in connection with the Share Exchange or as otherwise contemplated herein;

alter or amend its notice of articles or articles, other than in connection with the consolidation of Madison Common Shares on a four for one basis or as may be required in connection with the transactions contemplated herein;

engage in any business enterprise or other activity different from that carried on or contemplated as of the date hereof;

other than pursuant to the terms of property acquisitions or in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or

redeem, purchase or offer to purchase any of the Madison Common Shares, Madison Options, or other securities; or

acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

use its commercially reasonable efforts to not take any action, or refrain from taking any action or permit any action to be taken or not taken that is inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by Madison in this Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on Madison; and

promptly notify BMG of:

any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of Madison;

any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated);

any breach by Madison of any covenant or agreement contained in this Agreement; and

any event occurring subsequent to the date hereof that would render any representation or warranty of Madison contained in this Agreement, if made on or as of the date of such event or the Closing Date, to be untrue or inaccurate in any material respect.

Satisfaction of Conditions. Madison shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

obtain the Madison Shareholder Approval in accordance with the policies of the TSXV;

effect a consolidation of Madison Common Shares on a four for one basis prior to the Share Exchange;

obtain all other consents, approvals and authorizations as are required to be obtained by Madison or its Subsidiary under any applicable Laws or from any Governmental Entity or under the rules or policies of the TSXV that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Madison;

effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity;

oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the parties hereto to consummate, the transactions contemplated hereby, subject to the Madison Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Madison advises BMG in writing that it has received such advice and provides written details thereof to BMG;

fulfill all conditions and satisfy all provisions of this Agreement and the Share Exchange required to be fulfilled or satisfied by Madison; and

co-operate with BMG in connection with the performance by BMG of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Madison to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Keep Fully Informed. Subject to applicable Laws, Madison shall use its commercially reasonable efforts to conduct itself so as to keep BMG fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

Co-operation. Madison shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

Representations. Madison shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of Madison contained herein shall be true and correct on and as of the Closing Date as if made on and as of such date.

Closing Documents. Madison shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, opinions, resolutions and other closing documents as may be required by BMG, all in form satisfactory to BMG, acting reasonably.

Shares. Madison will issue, at the Closing Time, Madison Common Shares in accordance with the terms hereof to those Vendors who are entitled to receive Madison Common Shares pursuant to the Share Exchange.

Warrants. Madison will issue, at the Closing Time, Madison Replacement Warrants in accordance with the terms hereof to those Vendors who are entitled to receive Madison Replacement Warrants pursuant to the Share Exchange.

Listing of Shares. Until the earlier of:

the Closing Time; and

the termination of this Agreement in accordance with Section 6.2,

Name Change. Prior to completion of the Share Exchange, Madison shall change its name to “Battle Mountain Gold Inc.” or such other name as is approved by BMG and is acceptable to the TSXV.

Madison Board. Prior to completion of the Share Exchange, Madison shall cause its directors and officers to consist of the following:

Completion of Share Exchange. Each of the Parties agrees that it shall complete the Share Exchange on the Closing Date or such date as BMG and Madison may mutually agree to and prior to the Completion Deadline.

accept the resignations from the directors and officers of Madison that will no longer be serving in such capacity following the completion of the Share Exchange;

change the composition of the Madison Board such that it will be comprised of the individuals listed in Section 4.3(o); and

appoint the officers listed in Section 4.3(o).

Confidential Information. Each of the Parties agrees that any information as to the other Party’s financial condition, business, properties, title, assets and affairs (including any material contracts) received from the other Party as part of its due diligence investigations in connection with the transactions contemplated in this Agreement, including information which, at the time of receipt had not become generally available to the public, was not available to a Party or its representatives on a non-confidential basis before the date of the execution of this Agreement or does not become available to a Party or its representatives on a non-confidential basis from a person who is not, to the knowledge of the Party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the Party or its representatives (“confidential information”) will be kept confidential by such Party for a period of two (2) years from the date hereof. Prior to releasing any confidential information, Madison or BMG, as applicable, may require the recipient of the confidential information to enter into a mutually acceptable confidentiality agreement. No confidential information may be released to third parties without the consent of the provider thereof, except that the parties hereto agree that they will not unreasonably withhold such consent to the extent that such confidential information is compelled to be released by legal process or must be released to regulatory bodies and/or included in public documents. The provisions of this Section 4.4(b) shall survive the termination of this Agreement.

Public Statements. Until the Closing occurs, Madison will consult with BMG prior to issuing any press release or other public statement regarding the transactions contemplated in this Agreement. In addition, until the Closing occurs, Madison will obtain prior approval from BMG before issuing any press release or public statement using the names of any of its officers, directors, employees, consultants or shareholders.

Information for Information Circular. In a timely and expeditious manner, BMG shall provide to Madison all information as may be reasonably requested by Madison or as required by applicable Laws with respect to BMG and its businesses and properties for inclusion in the Information Circular to be tendered to the TSXV and circulated to the Madison Shareholders in conjunction with this Agreement and the transactions contemplated herein, and in any amendment or supplement thereto that complies in all material respects with all applicable Laws and containing all material facts relating to it required to be disclosed in such information circular, and not containing any misrepresentation (as defined under applicable securities Laws) with respect thereto. BMG shall fully cooperate with Madison in the preparation of the Information Circular

Amendments. In a timely and expeditious manner, BMG shall provide Madison with information as requested by Madison, acting reasonably, in order to prepare any amendments or supplements to the Information Circular (which amendments or supplements shall be in a form satisfactory to each of the BMG and Madison, acting reasonably).

Exclusive Dealing. Each of Madison, BMG and the Vendors covenants and agrees with the other Parties that, until the termination of this Agreement in accordance with Section 6.2, it will not, without prior written consent of the other Parties, directly or indirectly:

initiate, solicit, cause, facilitate or participate in any (confidential or otherwise) offer or expression of interest to sell any of its securities or assets to a third party;

except with regard to the Share Exchange, pursue any other amalgamation, merger, arrangement, business combination or sale of assets or make any other material change to its business, capital or affairs; or

conduct any activity otherwise materially detrimental to the Share Exchange.

the Madison Shareholder Approval shall have been obtained in accordance with the requirements of the TSXV;

each of the BMG Board and the Madison Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by BMG and Madison to permit the consummation of the Share Exchange and all other matters contemplated in this Agreement;

the TSXV shall have accepted notice for filing of and approved all transactions of Madison contemplated herein or necessary to complete the Share Exchange, subject only to compliance with the usual requirements of the TSXV, as applicable;

the TSXV shall have conditionally approved the listing on the TSXV of the Madison Common Shares to be issued pursuant to the Share Exchange and the Madison Common Shares issuable upon exercise of the Madison Replacement Warrants, on terms and conditions acceptable to each of the Parties, acting reasonably;

the Madison Replacement Securities to be issued to persons in the United States pursuant to the Share Exchange shall be exempt from registration requirements under the 1933 Act pursuant to Rule 506 of Regulation D under the 1933 Act; and

the distribution of the Madison Replacement Securities pursuant to the Share Exchange shall be exempt from prospectus and registration requirements under applicable securities Laws of Canada and, except with respect to persons deemed to be “control persons” of Madison under such securities Laws, such Madison Common Shares will be freely trading shares, subject to escrow provisions and/or resale restrictions under the rules of the TSXV and except for the Madison Common Shares issued to Vendors resident in or subject to the laws of the United States as contemplated in Section 2.5 of this Agreement.

the Madison Board shall have procured duly executed resignations and releases in favour of Madison effective at the Closing Time from each director and executive officer of Madison who will no longer be serving in such capacity or capacities following completion of the Share Exchange;

the representations and warranties made by Madison in this Agreement that are qualified by the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Madison in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either individually

from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Change in respect of Madison;

Madison shall have complied in all material respects with its covenants herein and Madison shall have provided to BMG a certificate of two officers thereof, certifying that, as of the Closing Date, it has so complied with their covenants herein; and

the Madison Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Madison and BMG to permit the consummation of the Share Exchange and the transactions to be completed by Madison pursuant to the terms of this Agreement.

the representations and warranties made by BMG in this Agreement that are qualified by the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by BMG in this Agreement that are not so qualified shall be true and correct in all material respects as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either, individually or in the aggregate, in the reasonable judgment of Madison, have a Material Adverse Effect on BMG, and BMG shall have provided to Madison a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Closing Date. No representation or warranty made by BMG hereunder shall be deemed not to be true and correct if the facts or circumstances that

from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Change in respect of BMG;

BMG shall have complied in all material respects with its covenants herein and BMG shall have provided to Madison a certificate of two officers thereof certifying that, as of the Closing Date, BMG has so complied with its covenants herein; and

the BMG Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by BMG to permit the consummation of the Share Exchange and the transactions to be completed by BMG pursuant to the terms of this Agreement.

cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Closing Date;

result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party on or before the Closing Date; or

result in the failure to satisfy any of the conditions precedent in favour of the other Party or Parties contained in Section 5.1, 5.2 or 5.3, as the case may be.

elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in Section 5.1, 5.2 or 5.3 not being satisfied or waived; or

exercise any termination right arising therefrom; provided, however, that:

promptly and in any event prior to the Closing Date, the Party intending to rely thereon has delivered a written notice to the other Party or Parties specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of

if any such notice is delivered, and a Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the Party that has delivered such notice may not terminate this Agreement until the lesser of ten (10) days from the date of delivery of such notice and the number of days remaining before the earlier of the Closing Date and the Completion Deadline.

change the time for the performance of any of the obligations or acts of any of the parties hereto;

waive any inaccuracies in or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the parties hereto; and

waive compliance with or modify any condition herein contained;

by mutual written agreement by BMG and Madison;

by BMG, if any condition in Section 5.2 is not satisfied or waived in accordance with such section;

by Madison, if any condition in Section 5.3 is not satisfied or waived in accordance with such section; or

by BMG or Madison if any of the conditions in Section 5.1 for the benefit of the terminating party is not satisfied or waived in accordance with such Section 5.1;

by Madison if there is an intentional breach of the covenants of BMG or the Vendors contained herein by the Vendors or BMG or any of BMG’s directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Closing Date;

by BMG if there is an intentional breach of the covenants of Madison contained herein by Madison or any of its directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Closing Date; or

by any Party if the Share Exchange shall not have been completed by the Completion Deadline,

No director or officer of BMG shall have any personal liability whatsoever (other than in the case of fraud, negligence or wilful misconduct) to Madison or the Vendors under this Agreement or any other document delivered in connection with this Agreement or the Share Exchange by or on behalf of BMG.

No director or officer of Madison shall have any personal liability whatsoever (other than in the case of fraud, negligence or wilful misconduct) to BMG or the Vendors under this Agreement or any other document delivered in connection with this Agreement or the Share Exchange by or on behalf of Madison.

the carrying value and the recoverability of the carrying value of the exploration and evaluation assets included in the statements of financial position.

Share-based payment – The fair value of share-based payment is measured as the difference between share price issued to arms-length person and the share price issued to the founders of the Company.

The determination of whether technical feasibility and commercial viability can be demonstrated for its exploration and evaluation assets. Once technical feasibility and commercial viability of a property can be demonstrated, it is reclassified from exploration and evaluation assets and subject to different accounting treatment. As at October 31, 2013, management had determined that no reclassification of exploration and evaluation assets was required.

The determination of functional currency. In accordance with IAS 21 “The Effects of Changes in Foreign Exchange Rates”, management determined that the functional currency of Battle Mountain Gold (USA), Inc. is US dollars and for Battle Mountain Gold Inc., the functional currency is Canadian dollars, as these are the currencies of the primary economic environment in which the companies operate.