Filed by Automated Filing Services Inc. (604) 609-0244 - Battle Mountain Gold Exploration Corp. - Exhibit 10.1






Execution Version 

FIRST AMENDMENT TO THE 
BRIDGE FINANCE FACILITY AGREEMENT


THIS FIRST AMENDMENT TO THE BRIDGE FINANCE FACILITY
AGREEMENT (this “Amendment”) is dated July 30, 2007 

BETWEEN: 

BATTLE MOUNTAIN GOLD EXPLORATION
CORP. AND 
BMGX (BARBADOS) CORPORATION as Borrowers 

OF THE FIRST PART 

AND: 

ROYAL GOLD, INC. 
as Bridge
Lender 

OF THE SECOND PART 

WHEREAS Borrowers and Bridge Lender are parties to that
  certain Bridge Finance Facility Agreement dated for reference March 28, 2007
  (the “Credit Facility”; capitalized terms used herein and not
  otherwise defined herein having the definitions provided therefor in the Credit
  Facility); 

WHEREAS Bridge Lender, Royal Battle Mountain, Inc., and
  Battle Mountain are parties to the Agreement and Plan of Merger, originally
  dated as of April 17, 2007, which is to be amended and restated simultaneously
  with this Amendment to the Credit Facility; and

WHEREAS Borrowers and Bridge Lender desire to enter into
this Amendment, which amends the Credit Facility by (i) extending the Final
Maturity Date from March 28, 2008 to June 6, 2008 and (ii) specifying the date
upon which the Bridge Lender must provide notice in the event it elects to
convert any or all amounts due to it under the Credit Facility into common stock
of Battle Mountain. 

NOW THEREFORE in consideration of the mutual covenants
and agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency whereof is hereby acknowledged, the parties agree as
follows: 




2

1.       
AMENDMENTS TO CREDIT FACILITY. 

		(a) 	 The text of section 1.1(30)
        shall be deleted in its entirety and replaced by the following: 

	 	 	 	  

	 	 	(30) 	 “Final Maturity Date” means June
        6, 2008. 

	 	 	 	  

		(b) 	 The text of section 1.1(59)
        shall be deleted in its entirety and replaced by the following: 

	 	 	 	  

			(59) 	 “Merger Agreement” means the Amended
        and Restated Agreement and Plan of Merger dated of even date herewith,
        by and among Royal Gold, Royal Battle Mountain, Inc. and Battle Mountain.
      

	 	 	 	  

		(c) 	 The text of section 2.3 shall
        be deleted in its entirety and replaced by the following: 

	 	 	 	  

			 At any time during the term
        of this Credit Facility, the Bridge Lender shall have the right to convert
        all or any portion of the Obligations into shares of Battle Mountain common
        stock at a conversion price equal to $.60 per share; provided that, the
        Bridge Lender must provide written notice on or before April 4, 2008 of
        its election to convert pursuant to this section 2.3. 



2.       
REPRESENTATIONS AND WARRANTIES. To induce Bridge Lender to enter into
this Amendment, each of the Borrowers represents and warrants as follows,
acknowledges that the Bridge Lender is relying thereon in entering into this
Amendment, agrees that no investigation at any time made by or on behalf of the
Bridge Lender shall diminish in any respect whatsoever its right to rely
thereon, and agrees that all representations and warranties shall be valid and
effective as of the date when given or deemed to have been given and to such
extent shall survive the execution and delivery of this Amendment and the
provision of the Credit Facility: 

	 	(a) 	
      DUE AUTHORIZATION. The execution, delivery
      and performance of this Amendment has been duly authorized by all
      requisite corporate action on the part of Borrowers, this Amendment has
      been duly executed and delivered by Borrowers and this Amendment
      constitutes a valid and binding agreement of Borrowers, enforceable
      against Borrowers in accordance with its terms, except as the
      enforceability thereof may be limited by bankruptcy, insolvency or other
      similar laws relating to the enforcement of creditors’ rights generally
      and by general equitable principles.

	 	 	 
	 	(b) 	
      NO DEFAULT. Immediately before and after giving
      effect to this Amendment and the consummation of the transactions
      contemplated hereby, no Default or Event of Default is in
  existence.







3

	 	(c) 	
      BRING-DOWN. The warranties and representations of
      Borrowers contained in the Credit Facility and the Credit Facility
      Documents are true and correct in all material respects as of the date
      hereof, with the same effect as though made on such date, except to the
      extent that such warranties and representations expressly relate to an
      earlier date, in which case such representations and warranties were true
      and correct in all material respects as of such earlier
  date.




	3. 	 MISCELLANEOUS.
      

	  	  	  

		(a) 	 EXPENSES. Each party to this Amendment
        shall be liable for their own costs and expenses incurred in connection
        herewith. 

	  	  	  

	  	(b) 	 GOVERNING LAW. 

	  	  	  

			 (1) Governing Law. This Amendment shall
        be governed by and construed in accordance with the internal laws of the
        State of Nevada. 

	  	  	  

			 (2) Submission to Jurisdiction. Each party
        hereby irrevocably submits to the jurisdiction of the courts of State
        of Nevada and Colorado in any action or proceeding arising out of or relating
        to this Amendment and hereby irrevocably agrees that all claims in respect
        of any such action or proceeding may be heard and determined in such courts.
        Each party hereby irrevocably waives, to the fullest extent it may effectively
        do so, the defense of an inconvenient forum to the maintenance of such
        action or proceeding. Each party agrees that a final judgment in any such
        action or proceeding shall be conclusive and may be enforced in other
        jurisdictions by suit on the judgment or in any other manner provided
        by Law. 

	  	  	  

			 (3) Non-Exclusive. Nothing in this section
        3(b) shall affect the right of any party to serve legal process in any
        other manner permitted by Law or affect the right of a party to bring
        any action or proceeding against another party or its property in the
        courts of other jurisdictions. 

	  	  	  

			 (4) Trial by Jury. Each of the parties hereto,
        to the fullest extent permitted by Law, hereby waives its rights to a
        trial by jury. 

	  	  	  

		(c) 	 COUNTERPARTS. This Amendment may
        be executed in counterparts, each of which shall be deemed an original
        and all of which, taken together, shall constitute one and the same instrument,
        and may be delivered by a party by facsimile or similar means of recorded
        communication. 








4

	 	(d) 	
      SUCCESSORS AND ASSIGNS. This Amendment shall be
      binding upon and shall inure to the sole benefit of Borrowers and Bridge
      Lender and their respective successors and assigns in compliance with
      section 9.8 of the Credit Facility.

	 	 	 
	 	(e) 	
      SEVERABILITY. The provisions of this Amendment are
      intended to be severable. If any provision of this Amendment shall be held
      invalid or unenforceable in whole or in part in any jurisdiction, such
      provision shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability without in any manner affecting the
      validity or enforceability thereof in any other jurisdiction or the
      remaining provisions hereof in any jurisdiction.

	 	 	 
	 	(f) 	
      FURTHER ASSURANCES. Each party to this Amendment
      shall do and perform or cause to be done and performed all such further
      acts and things and shall execute and deliver all such other agreements,
      certificates, instruments and documents as the other parties hereto may
      reasonably request in order to carry out the intent and accomplish the
      purposes of this Amendment and the consummation of the transactions
      contemplated hereby.

	 	 	 
	 	(g) 	
      CONTINUATION OF CREDIT FACILITY. Notwithstanding
      anything contained herein, the terms of this Amendment are not intended to
      and do not serve to effect a novation as to the Credit Facility. The
      parties hereto expressly do not intend to extinguish the Credit Facility.
      Instead, it is the express intention of the parties hereto to reaffirm the
      indebtedness created under the Credit Facility which is evidenced by the
      Note and secured by the Collateral. The Credit Facility as amended hereby
      and each of the Credit Facility Documents remain in full force and
      effect.

	 	 	 
	 	(h) 	
      CONSTRUCTION. Borrowers acknowledge that they have
      been represented by their own legal counsel in connection with the Credit
      Facility Documents and this Amendment, that they have exercised
      independent judgment with respect to the Credit Facility Documents and
      this Amendment, and that they have not relied on the Bridge Lender or its
      counsel for any advice with respect to the Credit Facility Documents or
      this Amendment.

	 	 	 
	 	(i) 	
      CREDIT FACILITY DOCUMENT. This Amendment shall
      constitute a Credit Facility Document.



(execution page follows)




IN WITNESS WHEREOF the parties have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written. 

BORROWERS: 

BATTLE MOUNTAIN GOLD EXPLORATION
CORP. 

By: /s/ Mark Kucher 
Name:
Mark Kucher 
Title:   Chairman, Chief Executive Officer and
President 

BMGX (BARBADOS) CORPORATION


By: /s/ Mark Kucher 
Name:
Mark Kucher 
Title:   Chairman, Chief Executive Officer and
President 

BRIDGE LENDER:


ROYAL GOLD, INC. 

By: /s/ Tony Jensen 
Name:
Tony Jensen 
Title:   President and Chief Executive Officer 

SIGNATURE PAGE TO FIRST AMENDMENT TO BRIDGE FINANCE FACILITY
AGREEMENT