<PAGE>   1
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-Q

        [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE
                       SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

        [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
            FOR THE TRANSITION PERIOD FROM ______________TO____________

                        COMMISSION FILE NUMBER 1-9666



                        BATTLE MOUNTAIN GOLD COMPANY
         (EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)

     Nevada                                                  76-0151431

(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                 333 Clay Street, 42nd Floor, Houston, Texas 77002
          (Address of principal executive offices, including Zip Code)

                               (713) 650-6400
            (Registrant's telephone number, including area code)

                                    NONE
           (Former name, former address and former fiscal year if
                         changed since last report)
         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                              Yes  X      No
                                  ---        ---
         Number of shares of Common Stock outstanding as of the latest
practicable date, August 5, 1997: 119,199,021. In addition, as of such date
there were outstanding 110,527,987 Exchangeable Shares of Battle Mountain
Canada Ltd. which are exchangeable at any time into Common Stock on a
one-for-one basis, entitle their holders to dividend and other rights
economically equivalent to those of the Common Stock, and through a voting
trust, vote at meetings of stockholders of the Registrant.


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<PAGE>   2







                          BATTLE MOUNTAIN GOLD COMPANY

                                     INDEX



<TABLE>
<CAPTION>
                                                                            Page
                                                                     
<S>                                                                         <C>
Part I.  Financial Information (Unaudited)                           
                                                                     
         Condensed Consolidated Balance Sheet at                     
         June 30, 1997 and December 31, 1996                                  1
                                                                     
         Condensed Consolidated Statement of Operations              
         for the three and six months ended June 30, 1997 and 1996            2
                                                                     
         Condensed Consolidated Statement of Cash Flows              
         for the six months ended June 30, 1997 and 1996                      3
                                                                     
         Notes to Condensed Consolidated Financial Statements                 4
                                                                     
         Statistical Information                                              6
                                                                     
         Management's Discussion and Analysis of Financial Condition 
         and Results of Operations                                            9
                                                                     
                                                                     
Part II. Other Information                                                   14
                                                                     
</TABLE>

<PAGE>   3




PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          BATTLE MOUNTAIN GOLD COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (in millions)

<TABLE>
<CAPTION>                                             
                                                        June 30,      December 31,
                                                          1997            1996
                                                       ---------      -----------
                                                       (Unaudited)
<S>                                                    <C>             <C>
Assets                                                
  Current assets                                      
     Cash and cash equivalents                         $    44.9        $    94.0
     Restricted cash                                         8.6              9.1
     Accounts and notes receivable                          33.1             48.7
     Inventories                                            13.4             10.4
     Materials and supplies, at average cost                24.9             28.9
     Other current assets                                   11.7             12.7
                                                       ---------        ---------
         Total current assets                              136.6            203.8
                                                      
  Investments                                              251.7            248.9
                                                      
  Property, plant and equipment, net                       558.0            565.4
                                                      
  Other assets                                              20.0             18.8
                                                       ---------        ---------
                                                      
         Total assets                                  $   966.3        $ 1,036.9
                                                       =========         ========
                                                      
Liabilities And Shareholders' Equity                  
  Current liabilities                                 
     Short term borrowings                             $       -        $    21.8
     Current maturities of long-term debt (Note 2)          13.6             13.6
     Accounts payable and accrued liabilities               33.7             44.7
     Income and mining taxes payable                        12.7             18.1
     Other current liabilities                               3.3              6.1
                                                       ---------        ---------
         Total current liabilities                          63.3            104.3
                                                      
  Long-term debt (Note 2)                                  132.3            139.2
  Deferred income and mining taxes                         103.0            106.9
  Other liabilities                                         43.3             41.0
                                                       ---------        ---------
         Total liabilities                                 341.9            391.4
                                                      
  Minority interest                                        108.3            107.2
                                                      
  Commitments and contingencies                                -                -
                                                      
  Shareholders' equity                                     516.1            538.3
                                                       ---------        ---------
                                                      
         Total liabilities and shareholders' equity    $   966.3        $ 1,036.9
                                                       =========        =========

</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      1
<PAGE>   4



                          BATTLE MOUNTAIN GOLD COMPANY
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                  (UNAUDITED)
                      (in millions, except per share data)

<TABLE>
<CAPTION>
                                                          Three months ended           Six months ended
                                                                June 30,                    June 30,
                                                         --------------------        --------------------
                                                          1997          1996          1997          1996
<S>                                                      <C>           <C>           <C>           <C>
Sales                                                    $ 91.2        $120.4        $167.7        $225.4
                                                         ------        ------        ------        ------
                                                                                                    
Costs and expenses                                                                                  
   Production costs                                        56.0          69.7         107.2         128.8
   Depreciation, depletion and amortization                17.5          25.4          33.9          46.2
   Exploration, evaluation & other lease costs, net         5.7           6.1          11.5          15.3
   Merger expense (Note 3)                                   -             -            2.3             -
   General and administrative expenses                      4.3           4.6           8.1           8.4
                                                         ------        ------        ------        ------
         Total costs and expenses                          83.5         105.8         163.0         198.7
                                                         ------        ------        ------        ------
Operating income                                            7.7          14.6           4.7          26.7
                                                                                                    
   Interest and other income, net                           1.9           2.1           3.3           2.9
   Interest expense                                        (1.1)         (1.6)         (3.0)         (3.2)
                                                         ------        ------        ------        ------
                                                                                                    
Income before income taxes and                                                                      
   minority interest                                        8.5          15.1           5.0          26.4
                                                                                                    
   Income tax expense (Note 4)                              5.2           6.4           7.3          10.3
   Mining taxes                                             2.4           3.9           4.0           7.8
   Minority interest in net (income) loss                  (2.0)           .3          (2.0)          1.7
                                                         ------        ------        ------        ------
                                                                                                    
Net income (loss)                                          (1.1)          5.1          (8.3)         10.0
Preferred dividends                                         1.9           1.9           3.7           3.7
                                                         ------        ------        ------        ------

Net income(loss) to common shares                        $ (3.0)       $  3.2        $(12.0)       $  6.3
                                                          =====         =====         =====         =====
                                                                                                    
Income(loss) per common share (Note 5)                   $ (.01)       $  .01        $ (.05)       $  .03
                                                         ======        ======        ======        ======
                                                                                                    
Dividends per common share                               $   -         $   -         $ .025        $ .025
                                                         ======        ======        ======        ======
                                                                                                    
Average common shares outstanding                                                                   
   for income per share purposes                          229.7         234.8         229.7         234.7
                                                         ======        ======        ======        ======

</TABLE>

  The accompanying notes are an integral part of these financial statements.



                                      2
<PAGE>   5



                          BATTLE MOUNTAIN GOLD COMPANY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)
                                 (in millions)

<TABLE>
<CAPTION>
                                                                                 Six months ended
                                                                                      June 30,
                                                                              ------------------------
                                                                               1997             1996
<S>                                                                          <C>              <C>
Cash flows from operating activities:
Net income (loss)                                                             $   (8.3)       $   10.0
Adjustments to reconcile net income (loss) to cash flows from                                  
operating activities:                                                                          
   Depreciation, depletion and amortization                                       33.9            46.2
   Deferred income tax expense (benefit)                                          (3.2)           (3.8)
   Change in current assets and liabilities                                        5.1           (11.7)
   Other changes, net                                                              2.6             1.5
                                                                              --------        --------
         Total Adjustments                                                        38.4            32.2
                                                                              --------        --------
                                                                                               
Net cash flows from operating activities                                          30.1            42.2
                                                                              --------        --------
                                                                                               
Cash flows used in investing activities:                                                       
   Capital expenditures                                                          (37.7)          (35.4)
   Other, net                                                                      (.3)            (.5)
                                                                              --------        --------
Net cash flows used in investing activities                                      (38.0)          (35.9)
                                                                              --------        --------
                                                                                               
Cash flows used in financing activities:                                                       
   Cash proceeds from stock issuances                                               .6             1.9
   Cash proceeds from borrowings                                                   1.0            18.8
   Cash dividend payments                                                         (9.4)          (13.1)
   Decrease in short term borrowings                                             (21.8)           (7.7)
   Debt repayments                                                                (7.9)           (7.6)
   Other, net                                                                       .4               -
                                                                              --------        --------
                                                                                               
Net cash flows used in financing activities                                      (37.1)           (7.7)
                                                                              --------        --------
                                                                                               
Effect of exchange rate changes on cash and cash equivalents                      (4.1)             .8
                                                                              --------        --------
                                                                                               
Net decrease in cash and cash equivalents                                        (49.1)            (.6)
Cash and cash equivalents at beginning of period                                  94.0           142.2
                                                                              --------        --------
                                                                                               
Cash and cash equivalents at end of period                                    $   44.9        $  141.6
                                                                              ========        ========

</TABLE>

  The accompanying notes are an integral part of these financial statements.



                                      3

<PAGE>   6




                          BATTLE MOUNTAIN GOLD COMPANY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

Note 1.  General Information

         The unaudited condensed consolidated financial statements included
herein have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission and include all adjustments, consisting only
of normal recurring accruals, which are, in the opinion of the management of
Battle Mountain Gold Company (BMG), necessary for a fair presentation. These
financial statements include the accounts of BMG and its wholly-owned and
majority-owned subsidiaries (the "Company"). Certain information and footnote
disclosures required by generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. These financial
statements should be read in conjunction with the financial statements and the
notes thereto which are included in the Company's Annual Report on Form 10-K
(File No. 1-9666) for the year ended December 31, 1996.

         In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 130 with an effective date for
financial statements beginning after December 15, 1997. SFAS No. 130 requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income, such as the Company's foreign currency
translation adjustments under SFAS No. 52, be reported in a financial statement
that is displayed with the same prominence as other financial statements. This
standard will apply to the Company and will require a change in the presentation
of the Company's financial statements from that required currently. Management
of the Company is presently evaluating the impact of adopting these standards,
which will be implemented by the Company beginning with its 1998 financial
statements. The Company does not anticipate any significant impacts upon the
implementation of this standard.

Note 2.  Debt

         On March 31, 1997, the Company entered into a new committed revolving
credit agreement with a syndicate of seven banks, led by Citibank N.A. as
agent. The new facility, which has a termination date of March 31, 2002,
provides for unsecured borrowings of up to $150 million. Interest rates under
the facility are based on the facility agent's base rate, applicable
certificate of deposit rates or Eurodollar rates plus an applicable margin
which is subject to adjustment in case of certain changes in BMG's credit
rating or if applicable certain financial ratios. Other costs associated with
the new facility include an annual agency fee, commitment fees of 22.5 basis
points per annum on the unused portion of the facility and an applicable margin
of 62.5 basis points subject to an increase of up to 87.5 basis points or a
decrease of up to 22.5 basis points based on BMG's credit rating or if
applicable certain financial ratios. The revolving credit agreement imposes
certain financial covenants upon the Company which include covenants relating
to leverage and net worth, as well as certain restrictions on liens,
investments, additional debt, lease obligations, and the acquisition or
disposition of assets. The Company does not currently have any borrowings
outstanding under this facility.

Note 3.  Merger Expenses

         In connection with the July 1996 combination of BMG and Battle
Mountain Canada Ltd. (BMC) (formerly Hemlo Gold Mines Inc.), $2.3 million of
additional merger expense was incurred and charged to expense during the six
months ended June 30, 1997. The merger expense consisted primarily of merger
related severance payments made to BMG employees.

Note 4.  Income Taxes

         The Company's provision for income taxes was $5.2 million and $7.3
million for the three and six months ended June 30, 1997, respectively,
indicating an effective tax rate of 80 percent for the quarter and 



                                      4

<PAGE>   7

257 percent for the six months then ended. These indicated effective income tax
rates were primarily the function of the provision for Canadian income taxes of
$3.8 million and $6.4 million for the three and six months ended June 30, 1997,
respectively, on Canadian income, and an increase in income tax benefits
generated by U.S. net operating losses which was fully offset by an increase in
the Company's deferred tax asset valuation allowance. The valuation allowance is
related primarily to Canadian income taxes on Canadian source income. Although
these Canadian taxes give rise to U.S. foreign tax credits, such credits are not
currently realizable under SFAS No. 109. The Company's effective tax rates for
the three and six months ended June 30, 1996, were 43 per cent and 39 per cent,
respectively.

Note 5.  Income (loss) per Common Share

         The effect of common stock equivalents is not included in the
calculation of income (loss) per share for the three and six months ended June
30, 1997, because the effect is anti-dilutive. Fully diluted income (loss) per
share is not presented because the effect of other potentially dilutive
securities is anti-dilutive for the periods presented. The Exchangeable Shares
of BMC are treated as being identical to shares of BMG's Common Stock for
income (loss) per common share calculation purposes.

         In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, "Earnings Per Share" with an effective date for financial statements
ending after December 15, 1997. SFAS No. 128 requires that earnings per share
for all periods be restated. The Company will be required to present basic
earnings per share and diluted earnings per share in its December 31, 1997
financial statements. Basic earnings per share will be calculated using only
actual shares outstanding during the periods presented. Diluted earnings per
share will be calculated using all currently outstanding shares and all
potentially dilutive common shares. The Company does not believe that the
adoption of this standard will cause any material change in the presentation of
earnings per share.

Note 6.  Battle Mountain Canada Summarized Financial Information

The following is summarized financial information pertaining to Battle Mountain
Canada:


<TABLE>
<CAPTION>
                        Three months ended              Six months ended
                             June 30,                      June 30,
                      -----------------------       ----------------------  
                      1997               1996       1997              1996
                      ----               ----       ----              ----
                       (expressed in millions)       (expressed in millions)
<S>                  <C>               <C>         <C>              <C>
Sales                $  40.2           $   40.2    $  74.3          $   85.0
Costs and expenses      31.1               22.5       58.7              49.5
                     -------           -------     -------          -------
Operating income     $   9.1           $   17.7    $  15.6          $   35.5
                     =======           ========    =======          ========
                                                  
Net income           $   5.8           $    9.3    $   9.6          $   18.5
                     =======           ========    =======          ========

</TABLE>





                                      5

<PAGE>   8




                            SUPPLEMENTAL INFORMATION

                          BATTLE MOUNTAIN GOLD COMPANY
                          OPERATING DATA (Unaudited)*
           (All production data reflects BMG attributable interests)

<TABLE>
<CAPTION>
                                                                        Three months ended          Six months ended
                                                                             June 30,                   June 30,
                                                                        ------------------          -----------------      
                                                                         1997         1996          1997         1996
                                                                         ----         ----          ----         ----
<S>                                                                     <C>          <C>          <C>           <C>
GOLDEN GIANT
    Gold recovered (000s oz)                                               97           97           177          201
    Silver recovered (000s oz)                                              3            5             7            8
   -------------------------------------------------------------------------------------------------------------------
  Cost Per Gold Ounce Sold
    Cash production costs                                                $132         $142          $145         $132
    Depreciation, depletion and amortization                               61           62            65           60
    Reclamation and mine closure costs                                      4            2             4            2
                                                                         ----         ----          ----         ----
    Total production costs                                               $197         $206          $214         $194
                                                                         ====         ====          ====         ====

----------------------------------------------------------------------------------------------------------------------

KORI KOLLO (88% INTEREST)
    Gold recovered (000s oz)                                               71           67           134          136
    Silver recovered (000s oz)                                            205          212           380          426
   --------------------------------------------------------------------------------------------------------------------
  Cost Per Gold Ounce Sold**
    Cash production costs                                                $188         $210          $195         $214
    Depreciation, depletion and amortization                              103          111           103          107
    Reclamation and mine closure costs                                      8            3             8            3
                                                                         ----         ----          ----         ----
    Total production costs                                               $299         $324          $306         $324
----------------------------------------------------------------------------------------------------------------------

HOLLOWAY JOINT VENTURE (84.7% INTEREST)***
    Gold recovered (000s oz)                                               15                         29
    Silver recovered (000s oz)                                              -                          -
   --------------------------------------------------------------------------------------------------------------------
  Cost Per Gold Ounce Sold
    Cash production costs                                                $336                       $333
    Depreciation, depletion and amortization                              114                        118
    Reclamation and mine closure costs                                      2                          2
                                                                         ----                       ----            
    Total production costs                                               $452                       $453
----------------------------------------------------------------------------------------------------------------------

BATTLE MOUNTAIN COMPLEX
    Gold recovered (000s oz)                                               20           19            38           36
    Silver recovered (000s oz)                                             38           62            72          126
   --------------------------------------------------------------------------------------------------------------------
  Cost Per Gold Ounce Sold
    Cash production costs                                                $255         $293          $277         $309
    Depreciation, depletion and amortization                               40           70            34           72
    Reclamation and mine closure costs                                     43            6            44           17
                                                                         ----         ----          ----         ----
    Total production costs                                               $338         $369          $355         $398
----------------------------------------------------------------------------------------------------------------------

</TABLE>




                                      6
<PAGE>   9



                            SUPPLEMENTAL INFORMATION
                          BATTLE MOUNTAIN GOLD COMPANY
                          OPERATING DATA (Unaudited)*
           (All production data reflects BMG attributable interests)
<TABLE>
<CAPTION>

                                                 Three months ended           Six months ended
                                                      June 30,                    June 30,
                                                 ------------------          -----------------
                                                  1997         1996          1997         1996
                                                  ----         ----          ----         ----
<S>                                               <C>         <C>           <C>          <C>
SAN CRISTOBAL (50.5% INTEREST)                   
    Gold recovered (000s oz)                         9           10            17           21
    Silver recovered (000s oz)                      19           26            38           52
   ---------------------------------------------------------------------------------------------
  Cost Per Gold Ounce Sold                       
    Cash production costs                         $382         $344          $399         $349
    Depreciation, depletion and amortization        47          101            47           98
    Reclamation and mine closure costs               -            -             -            -
                                                  ----          ----         ----         ----
    Total production costs                        $429         $445          $446         $447
-----------------------------------------------------------------------------------------------
                                                 
RED DOME (50.5% INTEREST)                        
    Gold recovered (000s oz)                        10           10            21           22
    Silver recovered (000s oz)                      27           54            80          159
    Copper recovered (000s lb)                     433          826         1,217        2,605
   ---------------------------------------------------------------------------------------------
  Cost Per Gold Ounce Sold                       
    Cash production costs                         $266         $219          $254         $228
    Depreciation, depletion and amortization         5          147             9          140
    Reclamation and mine closure costs               9            7            10            8
                                                  ----         ----          ----         ----
    Total production costs                        $280         $373          $273         $376
-----------------------------------------------------------------------------------------------
                                                 
SILIDOR JOINT VENTURE (55% INTEREST)             
    Gold recovered (000s oz)                         3            6             9           13
   ---------------------------------------------------------------------------------------------
  Cost Per Gold Ounce Sold                       
    Cash production costs                         $327         $370          $328         $353
    Depreciation, depletion and amortization         -           55            45           52
    Reclamation and mine closure costs               -            -             5            -
                                                  ----         ----          ----         ----
    Total production costs                        $327         $425          $378         $405
-----------------------------------------------------------------------------------------------
                                                 
SAN LUIS****                                     
    Gold recovered (000s oz)                                     18                         33
    Silver recovered (000s oz)                                   12                         19
   ---------------------------------------------------------------------------------------------
  Cost Per Gold Ounce Sold                       
    Cash production costs                                      $253                       $282
    Depreciation, depletion and amortization                     86                         86
    Reclamation and mine closure costs                           11                         17
                                                               ----                       ----
    Total production costs                                     $350                       $385
-----------------------------------------------------------------------------------------------
                                                 
</TABLE>



                                      7

<PAGE>   10



                            SUPPLEMENTAL INFORMATION
                          BATTLE MOUNTAIN GOLD COMPANY
                          OPERATING DATA (Unaudited)*
           (All production data reflects BMG attributable interests)

<TABLE>
<CAPTION>                                     
                                                   Three months ended         Six months ended
                                                       June 30,                   June 30,
                                                   ------------------         ----------------
                                                    1997        1996          1997        1996
                                                    ----        ----          ----        ----
<S>                                                 <C>        <C>            <C>         <C>
PAJINGO****                                   
    Gold recovered (000s oz)                                        9                         20
    Silver recovered (000s oz)                                      5                         10
   ----------------------------------------------------------------------------------------------
  Cost Per Gold Ounce Sold                    
    Cash production costs                                       $ 180                     $  258
    Depreciation, depletion and amortization                       87                        106
    Reclamation and mine closure costs                              2                          3
                                                                -----                     ------
    Total production costs                                      $ 269                     $  367
-------------------------------------------------------------------------------------------------
                                              
AGGREGATE DATA                                
   Gold recovered BMG share (000s oz)                225          237           425          483
   Gold sold BMG share (000s oz)                     226          247           416          483
   Gold recovered (000s oz)                          253          267           480          544
   Gold sold (000s oz)                               252          283           462          542
   Average price per oz realized                   $ 352        $ 393         $ 354       $  396
   -----------------------------------------------------------------------------------------------
   Silver recovered BMG share (000s oz)              293          377           577          801
   Silver sold BMG share (000s oz)                   269          475           505          801
   Silver recovered (000s oz)                        367          485           744        1,067
   Silver sold (000s oz)                             322          672           603        1,056
   Average price per oz realized                   $4.95        $5.35         $4.97       $ 5.40
   -----------------------------------------------------------------------------------------------
   Weighted Average Cost Per Gold Ounce Sold  
    Cash production costs                          $ 194        $ 198         $ 204       $  203
    Depreciation, depletion and amortization          75           87            77           83
    Reclamation and mine closure costs                 8            4             9            5
                                                   -----        -----         -----       ------
    Total production costs                         $ 277        $ 289         $ 290       $  291
-------------------------------------------------------------------------------------------------

</TABLE>

*    Effective in the second quarter of 1996, BMG began reporting its operating
     costs on the basis adopted earlier that year by The Gold Institute. As a
     result, in addition to mining, milling and plant level G&A expenses, cash
     production costs include royalties, freight, smelting costs and allowances
     and production taxes. Credits for by-product silver and copper are offset
     against these cash production costs. This new North American standard also
     provides for reporting on a cost per gold ounce basis, rather than cost
     per equivalent gold ounce.

**   In 1997 a new tax law was passed in Bolivia that imposes an income tax on
     operating income. Any income tax due can be credited against any royalty
     due to the government. As a result of this, royalty expenses for the Kori
     Kollo mine are now treated as income tax and no longer used in the
     calculation of cash costs per ounce. The 1996 cash costs were restated.

***   Production started at this operation during the fourth quarter of 1996.

**** Production ceased at these operations during the fourth quarter of 1996.




                                      8

<PAGE>   11



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Company's Annual Report on Form 10-K (File No. 1-9666) for the
year ended December 31, 1996, and the historical condensed consolidated
financial statements and notes thereto preceding this discussion.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1997, the Company had cash and cash equivalents of $44.9
million, of which $10.6 million was held by BMG and its wholly-owned
subsidiaries, $34.0 million was held by Niugini Mining and $.3 million was held
by Inti Raymi.

         The Company generated cash flow of $30.1 million from operating
activities during the six months ended June 30, 1997, compared with $42.2
million for the six months ended June 30, 1996. The $12.1 million decrease in
cash flows from operations for the Company was primarily the result of
decreased quantities of gold sold and a decrease in the average gold sales
price realized in 1997 compared with 1996.

         The Company used cash of $37.7 million for capital expenditures during
the six months ended June 30, 1997. Capital expenditures for the six months
include $6.0 million in capitalized interest related to the Company's
investment in Lihir Gold Limited. Other capital expenditures were made
primarily for the Vera/Nancy project, the Crown Jewel project and the Phoenix
project.

         During the first quarter of 1997, the final Environmental Impact
Statement and Record of Decision for the Crown Jewel project were issued. Since
that time, certain special interest groups have instituted certain actions
related to the project in certain courts (See Part II Item 1, Legal
Proceedings). The impact and exact timing for resolution of these appeals, or
any other appeals related to the permitting process, cannot at this time be
determined with any accuracy. 

         The draft Environmental Impact Statement for the Phoenix project is now
scheduled to be released in early 1998 with the final Environmental Impact
Statement scheduled for release in the Summer of 1998. The Company is continuing
to evaluate the economics and timing of the project and is working to lower
projected development and operating costs.

         The Company executed a $150 million revolving line of credit in March
1997 which allows for U.S. and Canadian dollar borrowings. The Company
currently has no borrowings outstanding under this line of credit. The Company
expects cash on hand, cash flows from operations and availability under its
revolving line of credit to be adequate to meet its cash needs at least through
the middle of 1998.




                                      9
<PAGE>   12



Hedging - The Company has limited involvement with derivative financial
instruments and does not use them for trading purposes.

         The Company uses fixed forward sales contracts and spot deferred sales
contracts and may use put options to hedge anticipated sales of gold, silver
and copper. The following table summarizes such open contracts of the Company
at June 30, 1997:

<TABLE>
<CAPTION>
                                            Average Price
                                 Amount       Per Unit           Period
                                 ------     -------------        ------
<S>                           <C>            <C>            <C>
  BMG                                                    
    Forward sales contracts                              
      Gold                      61,500 oz        $414        Jul 97 - Nov 97
                                                         
  Niugini Mining                                         
    Forward sales contracts                              
      Gold                      21,000 oz        A$593            Jul 97
                                16,500 oz        $413             Jul 97
      Copper                   5,511,550 lb      $1.07       Aug 97 - Feb 98
                                                         
                                      
</TABLE>

         The aggregate amount by which the net market value of the open forward
sales contracts of the Company is greater than the spot price of $335 per ounce
of gold and $1.12 per pound of copper, as of June 30, 1997, is $8.2 million, of
which $1.6 million is attributable to minority interests. The foregoing amounts
were calculated assuming conversion of Australian dollar contracts to U.S.
dollars at the June 1997 month end exchange rate of US$.75 to A$1.

Foreign Operations - The identifiable assets attributable to operations of the
Company outside the U.S. and Canada as of June 30, 1997, were approximately
$538.8 million, and mining operations outside the U.S. and Canada represented
approximately 47 percent of the total gross revenues of the Company for the six
months ended June 30, 1997. As a result, the Company is exposed to risks
normally associated with operations located outside the U.S. and Canada,
including political, economic, social and labor instabilities, as well as
foreign exchange controls, currency fluctuations and taxation changes.

RESULTS OF OPERATIONS

Net income (loss) - The Company incurred a net loss of $3.0 million ($.01 per
share) and $12.0 million ($.05 per share) attributable to common shareholders
for the three and six months ended June 30, 1997, respectively. This compares
with net income of $3.2 million ($.01 per share) and $6.3 million ($.03 per
share) for the three and six months ended June 30, 1996, respectively. The loss
for the quarter and six months was primarily the result of lower gold prices
and lower gold production.


<TABLE>
<CAPTION>
                                              Three months ended           Six months ended
                                                   June 30,                    June 30,
                                              ------------------          ------------------
                                               1997        1996            1997        1996
                                               ----        ----            ----        ----
<S>                                           <C>          <C>             <C>         <C>
Average realized gold sales price per ounce    $355        $396            $356        $397
                                               
Average London PM gold fix per ounce           $343        $390            $347        $395
                                              
</TABLE>

Sales - Sales decreased for the three and six months ended June 30, 1997,
compared with the same periods of 1996 because of decreased production and
decreased average realized gold sales prices. Gold production decreased for the
periods primarily because the San Luis mine and the Pajingo Complex Cindy mine
were depleted near the end of 1996 and because of decreased production from the
Golden Giant mine. Production decreased at the Golden Giant mine because of
lower ore grades and tonnages supplied by the 




                                      10
<PAGE>   13

mine. The effect of the completion of production at the San Luis mine and
Pajingo Complex Cindy mine was partially offset by production from the new
Holloway mine which commenced at the end of 1996. The rescheduling to July of a
planned June shipment of gold and copper concentrate from the Red Dome mine
amounting to approximately 23,000 ounces of gold and 4.5 million pounds of
copper also contributed to the decrease in sales. The average realized price of
gold decreased for the three and six months ended June 30, 1997, compared with
the same periods of 1996, because of decreased spot gold prices. Average
realized prices for the three and six month periods ended June 30, 1997, were
slightly higher than the average London PM fix price for those periods because
of gains realized from the Company's forward sales.

Consolidated Production Costs Per Ounce
 (per ounce of gold sold):
----------------------------------------------
<TABLE>
<CAPTION>
                                                               Three months ended             Six months ended
                                                                     June 30,                      June 30,
                                                             -----------------------        ---------------------
                                                               1997           1996           1997          1996
                                                             ---------      --------        -------      --------
<S>                                                          <C>            <C>            <C>           <C>
Direct mining costs                                          $     206      $    222        $   215      $    211
Deferred stripping adjustments                                      (4)            1             (4)            2
Third party smelting, refining and transportation costs              3             8              3             6
By-product credits included in sales                                (7)          (30)            (7)          (19)
                                                             ---------      --------        -------      --------
    Cash operating costs                                           198           201            207           200
Royalties*                                                           4             4              4             8
Production taxes                                                     1             3              1             2
                                                             ---------      --------        -------      --------
    Total cash costs                                               203           208            212           210
Depreciation, depletion and amortization                            71            90             74            85
Reclamation and mine closure costs                                   8             4              8             4
                                                             ---------      --------        -------      --------
    Total production costs                                   $     282      $    302        $   294      $    299
                                                             =========      ========        =======      ========

</TABLE>


Reconciliation of Total Cash Costs per Ounce to
Consolidated Financial Statements
 (in millions, except per ounce amounts):
----------------------------------------------

<TABLE>
<CAPTION>
                                                               Three months ended         Six months ended
                                                                    June 30,                  June 30,
                                                             --------------------         --------------------
                                                              1997          1996           1997          1996
                                                             ------        ------         ------        ------                     
<S>                                                          <C>           <C>
Production costs per financial statements                    $ 56.0        $ 69.7         $107.2        $128.8
By-product credits included in sales                           (1.7)         (8.4)          (3.1)        (10.5)
Reclamation and mine closure costs                             (2.0)         (1.1)          (3.9)         (2.5)
Other*                                                         (1.2)         (1.3)          (2.4)         (2.2)
                                                             ------        ------         ------        ------

Production costs for per ounce calculation purposes          $ 51.1        $ 58.9         $ 97.8        $113.6
                                                             ======        ======         ======         ======
                                                                                                        
Gold ounces sold                                                252           283            462           542
                                                             ======        ======         ======         ======
                                                                                                        
Total cash costs per gold ounce sold                         $  203        $  208         $  212        $  210
                                                             ======        ======         ======         ======

</TABLE>

*   Beginning in first quarter 1997, the Company excluded certain royalties
    paid to the Bolivian government from its cost per ounce calculations
    because of changes in the Bolivian mining code which allow the offsetting
    of Bolivian income taxes against royalties, which now apply to Inti Raymi.
    The Company considers these royalties to, effectively, be an income tax.
    All prior year amounts have been restated to incorporate this change.





                                      11
<PAGE>   14

Production Costs - Production costs decreased in total for the three and six
months ended June 30, 1997, compared with the three and six months ended June
30, 1996, because of decreased production and sales volumes. Production
decreased primarily because of the closure of the San Luis and Pajingo Complex
Cindy mines. This decrease in costs was partially offset by an increase in
production costs attributable to the Holloway mine production where production
commenced during the fourth quarter of 1996. Sales volumes decreased because of
the decreased production and because there were no gold and copper concentrate
shipments from the Red Dome mine in 1997 as there were in 1996. The first
shipment of concentrate from the Red Dome mine for 1997 was not shipped until
July 1997 due to the rescheduling of a planned June shipment.

         Consolidated per ounce cash costs decreased for the three months ended
June 30, 1997, compared with the three months ended June 30, 1996, primarily
because of decreased costs per ounce at the Golden Giant and Kori Kollo mines.
Per ounce cash costs decreased at the Golden Giant mine because the ounces tied
up in the processing circuit during the first quarter of 1997 were recovered
during the second quarter of 1997. The costs attributable to the ounces
recovered from the processing circuit had been charged against sales in the
first quarter of 1997. Per ounce cash costs decreased at the Kori Kollo mine
primarily from cost cutting measures implemented at the mine during the past
several months.

         Consolidated per ounce cash costs increased for the six months ended
June 30, 1997, compared with the same period of 1996 primarily because of
increased costs per ounce at the Golden Giant, San Cristobal and Red Dome mines
and the high costs incurred at the Holloway mine. Per ounce cash costs at the
Golden Giant mine increased primarily because of lower tonnage and lower ore
grade supplied to the mill during the six months ended June 30, 1997, compared
with the same period of 1996. The Company is continuing to experience higher
costs at the San Cristobal mine but has recently revised the mine plan in an
effort to reduce the costs at that mine. The higher costs at the Red Dome mine
are the result of the milling of ore from lower grade stockpiles remaining from
the Red Dome mine as the mine has been depleted and the operation is due to be
shut down by the end of 1997. The Company is continuing to incur high costs per
ounce at the Holloway mine because of higher than expected overall costs
partially attributable to the start-up of the operation and lower than expected
ore grades resulting from dilution.

Depreciation, depletion and amortization - Depreciation, depletion and
amortization (DD&A) decreased in total and on the basis of cost per gold ounce
sold for the three and six months ended June 30, 1997, compared with the three
and six months ended June 30, 1996. DD&A decreased in total as a result of the
San Cristobal and Reona mine asset write-downs made in the third quarter of
1996, the cessation of operations at the San Luis and Pajingo mines and because
the cost of property, plant and equipment at the Red Dome and Silidor mines is
fully amortized. The decrease in DD&A was partially offset by an increase in
DD&A caused by the commencement of production at the Holloway mine. DD&A
decreased on a per ounce basis because of the write-downs at San Luis and Reona
and the full amortization of property, plant and equipment at the Red Dome and
Silidor mines.

Exploration, evaluation and other lease costs, net - Exploration, evaluation
and other lease costs decreased for the three and six months ended June 30,
1997, compared with the three and six months ended June 30, 1996, because of a
difference in the timing of expenditures for 1997 when compared with 1996.

Merger expenses - Additional merger expenses of $2.3 million for the six months
ended June 30, 1997, consisted of severance payments made to certain former BMG
employees related to the July 1996 combination of BMG and BMC (formerly Hemlo
Gold Mines, Inc).

Interest and other income, net - Interest and other income, net decreased for
the three months ended June 30, 1997, compared with the three months ended June
30, 1996, because of decreased interest income caused by lower levels of cash to
invest in 1997 compared with the same period of 1996.

         Interest and other income, net increased for the six months ended June
30, 1997, compared with the six months ended June 30, 1996, because of a net
increase in other income of $1.8 million, partially offset 





                                      12
<PAGE>   15

by a decrease in interest income of $1.4 million. Other income, net of other
expense, increased for the six months ended June 30, 1997, compared with the six
months ended June 30, 1996, primarily because of foreign currency losses
incurred during the first half of 1996 totaling approximately $1.5 million
related to U.S. dollar deposits held by Niugini Mining. Interest income
decreased because of less cash available to invest during the six months ended
June 30, 1997, compared with the six months ended June 30, 1996.

Income and mining taxes - The Company's provision for income taxes was $5.2
million and $7.3 million for the three and six months ended June 30, 1997,
respectively, indicating an effective tax rate of 80 per cent for the quarter
and 257 percent for the six months. These indicated effective income tax rates
were primarily the function of the provision for Canadian income taxes of $3.8
million and $6.4 million for the three and six months ended June 30, 1997,
respectively, on Canadian income, and an increase in income tax benefits
generated by U.S. net operating losses which were fully offset by an increase
in the Company's deferred tax asset valuation allowance. The Company's
effective tax rate for the three and six months ended June 30, 1996, was 43 per
cent and 39 per cent, respectively. Canadian income taxes decreased for the
three and six months ended June 30, 1997, because of decreased income from
Canadian mining operations.

         Mining taxes decreased for the three and six months ended June 30,
1997, compared with the three and six months ended June 30, 1996, because of
decreased mining income from the Company's Canadian mines.

Minority interest in net (income) loss - The Company had net income
attributable to minority interests for the three and six months ended June 30,
1997, compared with net loss attributable to minority interests for the three
and six months ended June 30, 1996, primarily as a result of Niugini Mining
achieving profitable operations in 1997.

                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

The U.S. securities laws provide a "safe harbor" for certain forward-looking
statements. This report contains forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those projected in such forward-looking statements. Statements regarding the
expected commencement dates of mining operations, projected quantities of
future production, capital costs, production rates, costs and expenditures and
other operating and financial data are based on expectations that the Company
believes are reasonable, but it can give no assurance that such expectations
will prove to have been correct. Factors that could cause actual results to
differ materially include, among others: risks and uncertainties relating to
general domestic and international economic and political conditions, the
cyclical and volatile prices of gold, silver and copper, political and economic
risks associated with foreign operations, unanticipated ground and water
conditions, unanticipated grade and geological problems, metallurgical and
other processing problems, availability of materials and equipment, the delays
in the receipt of or failure to receive necessary governmental permits, changes
in laws or regulations or the interpretation and enforcement thereof, the
occurrence of unusual weather or operating conditions, force majeure events,
lower than expected ore grades, the failure of equipment or processes to
operate in accordance with specifications or expectations, labor relations,
accidents, delays in anticipated start-up dates, environmental risks, the
results of financing efforts and financial market conditions. These and other
risk factors are discussed in more detail in the Company's Annual Report on
Form 10-K (File No. 1-9666) for the year ended December 31, 1996. Many of such
factors are beyond the Company's ability to control or predict. Readers are
cautioned not to put undue reliance on forward-looking statements. The Company
disclaims any intent or obligations to update these forward-looking statements,
whether as a result of new information, future events or otherwise.



                                      13
<PAGE>   16



PART II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

Okanogan Highlands Alliance v. Williams, et al., United States District Court 
for the District of Oregon, Civil No. 97-806JE

         During the first quarter of 1997, the final Environmental Impact
Statement ("EIS") for the Crown Jewel project was issued. The EIS was prepared
pursuant to the National Environmental Policy Act ("NEPA") and Washington's
State Environmental Policy Act ("SEPA"). Based upon the EIS, the United States
Forest Service ("USFS") issued a Record of Decision ("ROD") which approved the
project subject to the requirement that the Company obtain USFS approval of a
detailed Plan of Operations. The USFS received four administrative appeals to
its EIS and ROD, which were denied in early May of 1997. On May 29, 1997 the
Okanogan Highlands Alliance; the Washington Environmental Council; the Colville
Indian Environmental Protection Alliance; and the Kettle Range Conservation
Group instituted the above-referenced action against the USFS and certain USFS
decision makers in United States District Court for the District of Oregon. The
action appeals the EIS, the ROD and the denial of the administrative appeals.
The action seeks the following rulings: 1) that the EIS and ROD are inadequate
and violate NEPA and the Administrative Procedure Act; 2) that the USFS's
decision not to prepare and issue a supplemental environmental impact statement
was not in accordance with law; and 3) that the ROD violates certain specified
laws. The action also seeks an award of fees and costs associated with the
litigation and indicates that the Plaintiffs will seek injunctive relief
restraining the USFS from approving or authorizing the Plan of Operations or
any other action related to the Crown Jewel project. The Company has intervened
in the action. Preliminary procedural motions are now pending. The impact and
exact timing for final resolution of this appeal, or any other appeals related
to the permitting process, can not at this time be determined with any
accuracy.

Okanogan Highlands Alliance v. State of Washington Department of Natural
Resources, et al., Thurston County Superior Court, No. 97-2-01450-3

         During the first quarter of 1997, the EIS for the Crown Jewel project
was issued. The EIS was prepared pursuant to NEPA and SEPA. The Washington
State Department of Natural Resources ("WDNR") approved a Forest Practices
Permit related to the project in April of 1997. On June 24, 1997 the Okanogan
Highlands Alliance filed the above-referenced Petition for Judicial Review of
Agency Action with the Superior Court of the State of Washington in and for
Thurston County, naming WDNR; State of Washington Department of Ecology
("WDOE"); the Company; and Crown Resources Corporation as respondents. The
Petition seeks an order vacating and reversing the actions of the WDNR in
granting the Forest Practices Permit and remanding the EIS to the WDOE for
further review and compliance with SEPA. The Company and WDOE moved to dismiss
the Petition with prejudice on procedural grounds, whereupon the Petitioner
moved for dismissal without prejudice. These procedural motions are pending.
Petitioner might attempt to raise its claims at some time in the future before
the same or a different tribunal. The impact and exact timing for final
resolution of any appeals related to the permitting process can not at this
time be determined with any accuracy.




                                      14
<PAGE>   17



ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  (a)      Annual Meeting of Shareholders
                           April 30, 1997


<TABLE>
<CAPTION>
(c)      Proposal                For           Against     Withheld      Abstain     Nonvotes
         --------                ---           -------     --------      -------     --------
<S>                           <C>                 <C>      <C>              <C>         <C>

Election of Directors
  Douglas J. Bourne           166,576,033          *        3,956,928        *            -
  David L. Bumstead           166,245,653          *        4,287,308        *            -
  Delo H. Caspary             166,610,308          *        3,922,653        *            -
  James W. McCutcheon         166,189,306          *        4,343,655        *            -

Proposal to approve an
amendment to the Restated
Articles of Incorporation
of the Company to phase out
the classification of the
Board of Directors            138,585,105      1,845,489        *        1,564,984   87,718,130

Proposal to approve
amendments to and
restatement of the
Company's Amended and
Restated 1994 Long-
Term Incentive Plan           134,741,232      4,955,719        *        2,290,505   28,545,505

Ratification of
Appointment of Price
Waterhouse LLP as
Independent Public
Accountants                    169,509,241       579,541        *          445,349         -

* Not Applicable

</TABLE>


                  Each of the nominees for director was elected, the proposed
amendments to the long-term incentive plan were adopted, and the appointment of
Price Waterhouse LLP was ratified. The proposal to amend the Articles of
Incorporation was not approved because the required approval of 80% of the
outstanding voting securities of the Company was not achieved.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                  *2(a)    Plan of Arrangement of Hemlo Gold Mines Inc. under  
                              Section  182 of the  Business Corporations Act
                              (Ontario) (Annex D to Exhibit 20(a),  Joint
                              Management  Information Circular and Proxy 
                              Statement,  to the  Company's  Current  Report on
                              Form 8-K dated June 11, 1996, File No. 1-9666).

                  *2(b)    Combination Agreement effective as of March 11,
                              1996 by and between the Company and Hemlo Mines
                              Inc. (Annex C to Exhibit 20(a), Joint 



                                      15
<PAGE>   18
                              Management Information Circular and Proxy 
                              Statement, to the Company's Current Report on 
                              Form 8-K dated June 11, 1996, File No. 1-9666).

                  *3(a)    Restated Articles of Incorporation of the
                              Company, as amended and restated through July
                              19, 1996 (Exhibit 3(a) to the Company's Annual
                              Report on Form 10-K for the year ended December
                              31, 1996, File No. 1-9666).

                  *3(b)    Certificate  of Resolution  Establishing  
                              Designation,  Preferences  and Rights of $3.25
                              Convertible  Preferred  Stock (Exhibit 4(b) to 
                              the Company's  Current Report on Form 8-K dated 
                              July 19, 1996, File No. 1-9666).

                  *3(c)    Certificate of Amendment of Certificate of
                              Resolution Establishing Designation, Preferences
                              and Rights of Series A Junior Participating
                              Preferred Stock (Exhibit 4(c) to the Company's
                              Current Report on Form 8-K dated July 19, 1996,
                              File No. 1-9666).

                  *3(d)    Bylaws of the Company, as amended through March 21,
                              1997 (Exhibit 3(d) to the Company's Annual
                              Report on Form 10-K/A for the year ended
                              December 31, 1996, File No. 1-9666).

                  *4(a)    Rights Agreement, dated November 10, 1988, as
                              amended and restated as of July 19, 1996,
                              between the Company and The Bank of New York, as
                              Rights Agent (Exhibit 4(e) to the Company's
                              Current Report on Form 8-K dated July 19, 1996,
                              File No. 1-9666).
                              
                  *4(b)    Voting, Support and Exchange Trust Agreement
                              dated as of July 19, 1996 between the Company,
                              Hemlo Gold Mines Inc. and The R-M Trust Company
                              (Annex E to Exhibit 20(a), Joint Management
                              Information Circular and Proxy Statement, to the
                              Company's Current Report on Form 8-K dated June
                              11, 1996, File No. 1-9666).
                              
                  *4(c)    Specimen Stock Certificate for the Common Stock
                              of the Company (Exhibit 4(b) to the Company's
                              Annual Report on Form 10-K for the year ended
                              December 31, 1988; File No. 1-9666).
                              
                  *4(d)    Fiscal and Paying Agency Agreement, dated as of
                              January 4, 1990, between the Company and
                              Citibank, N.A., Fiscal Agent (Exhibit 4(c) to
                              the Company's Annual Report on Form 10-K for the
                              year ended December 31, 1989; File No. 1-9666).
                              
                  *4(e)(1) Investment Agreement, dated May 22, 1992, between 
                              Empresa Minera Inti Raymi S.A. and International 
                              Finance  Corporation  (Exhibit 4(e) to the 
                              Company's Annual Report on Form 10-K for the 
                              year ended December 31, 1992; File No. 1-9666).
                              
                  *4(e)(2) Amendment to Investment Agreement and Waiver,
                              effective as of December 31, 1994, between
                              Empresa Minera Inti Raymi S.A. and International
                              Finance Corporation (Exhibit 4(a) to the
                              Company's Quarterly Report on Form 10-Q for the
                              quarter ended March 31, 1995; File No. 1-9666).
                              
                  *4(f)(1) Finance Agreement, dated as of September 14,
                              1992, between Empresa Minera Inti Raymi S.A. and
                              Overseas Private Investment Corporation (Exhibit
                              4(f) to the Company's Annual Report on Form 10-K
                              for the year ended December 31, 1992; File No.
                              1-9666).



                                      16
<PAGE>   19
                  *4(f)(2) First Amendment to Finance Agreement and Limited
                              Waiver, effective as of December 31, 1994,
                              between Empresa Minera Inti Raymi S.A. and
                              Overseas Private Investment Corporation (Exhibit
                              4(f)(2) to the Company's Annual Report on Form
                              10-K for the year ended December 31, 1994; File
                              No. 1-9666).
                              
                  *4(f)(3) Letter Agreement dated December 31, 1994, among
                              Overseas Private Investment Corporation, Battle
                              Mountain Gold Company, Kori Kollo Corporation
                              and Zeland Mines, S.A. (Exhibit 4(c) to the
                              Company's Quarterly Report on Form 10-Q for the
                              quarter ended March 31, 1995, File No. 1-9666).

                  *4(g)(1) Loan Agreement, dated June 29, 1992, between 
                              Empresa Minera Inti Raymi S.A. and Corporacion 
                              Andina de Fomento (English translation (Exhibit 
                              4(g) to the Company's Annual Report on Form 10-K 
                              for the year ended December 31, 1992; File 
                              No. 1-9666).

                  *4(g)(2) Amendment to Loan Agreement, effective as of
                              December 31, 1994, between Empresa Minera Inti
                              Raymi S.A. and Corporacion Andina de Fomento
                              (English translation) (Exhibit 4(b) to the
                              Company's Quarterly Report on Form 10-Q for the
                              quarter ended March 31, 1995; File No. 1-9666).

                  *10(a)   Amended and Restated 1994 Long-term Incentive
                              Plan of Battle Mountain Gold Company, as of
                              January 1, 1997 (Appendix B to the Company's
                              definitive Proxy Statement dated March 28, 1997
                              and filed with the Commission on March 28, 1997,
                              File No. 1-9666).

                  11       Computation of Earnings per Share.

                  27       Financial Data Schedule.

---------------------

                  *        Incorporated by reference as indicated.

                  (b)      No report on Form 8-K has been filed by BMG during
                           the quarter for which this report is filed.


                                   SIGNATURE


                  Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                          BATTLE MOUNTAIN GOLD COMPANY



Date: August 14, 1997       /s/ Jeffrey L. Powers
                          -----------------------------
                          Jeffrey L. Powers
                          Vice President and Controller
                          (Principal Financial 
                          and Chief Accounting Officer)



                                      17
<PAGE>   20


                               

                               INDEX OF EXHIBITS

<TABLE>
<CAPTION>
                  Exhibit             Description
                  -------             -----------
                 <S>       <C>
                  *2(a)    Plan of Arrangement of Hemlo Gold  Mines Inc.  
                               under Section 182 of the Business
                               Corporations Act (Ontario)(Annex D to Exhibit 
                               20(a), Joint Management  Information
                               Circular and Proxy Statement, to the Company's
                               Current Report on Form 8-K dated
                               June 11,1996, File No. 1-9666).

                  *2(b)   Combination Agreement effective as of March 11,
                               1996 by and between the Company and Hemlo Mines
                               Inc. (Annex C to Exhibit 20(a), Joint Management
                               Information Circular and Proxy Statement, to the
                               Company's Current Report on Form 8-K dated June
                               11, 1996, File No. 1-9666).

                  *3(a)   Restated Articles of Incorporation of the
                               Company, as amended and restated through July
                               19, 1996 (Exhibit 3(a) to the Company's Annual
                               Report on Form 10-K for the year ended December
                               31, 1996, File No. 1-9666).

                  *3(b)   Certificate of Resolution Establishing Designation,
                               Preferences and Rights of $3.25 Convertible
                               Preferred Stock (Exhibit 4(b)to the Company's
                               Current Report on Form 8-K dated July 19, 1996,
                               File No. 1-9666).

                  *3(c)   Certificate of Amendment of Certificate of
                               Resolution Establishing Designation, Preferences
                               and Rights of Series A Junior Participating
                               Preferred Stock (Exhibit 4(c) to the Company's
                               Current Report on Form 8-K dated July 19, 1996,
                               File No. 1-9666).

                  *3(d)    Bylaws of the Company, as amended through March
                               21, 1997 (Exhibit 3(d) to the Company's Annual
                               Report on Form 10-K/A for the year ended
                               December 31, 1996, File No. 1-9666).

                  *4(a)    Rights Agreement, dated November 10, 1988, as
                               amended and restated as of July 19, 1996,
                               between the Company and The Bank of New York, as
                               Rights Agent (Exhibit 4(e) to the Company's
                               Current Report on Form 8-K dated July 19, 1996,
                               File No. 1-9666).

                  *4(b)    Voting, Support and Exchange Trust Agreement
                               dated as of July 19, 1996 between the Company,
                               Hemlo Gold Mines Inc. and The R-M Trust Company
                               (Annex E to Exhibit 20(a), Joint Management
                               Information Circular and Proxy Statement, to the
                               Company's Current Report on Form 8-K dated June
                               11, 1996, File No. 1-9666).

                  *4(c)    Specimen Stock Certificate for the Common Stock
                               of the Company (Exhibit 4(b) to the Company's
                               Annual Report on Form 10-K for the year ended
                               December 1, 1988; File No. 1-9666).

                  *4(d)    Fiscal and Paying Agency Agreement, dated as of
                               January 4, 1990, between the Company and
                               Citibank, N.A., Fiscal Agent (Exhibit 4(c) to
                               the Company's Annual Report on Form 10-K for the
                               year ended December 31, 1989; File No. 1-9666).


</TABLE>

<PAGE>   21

<TABLE>
                  <S>      <C>

                  *4(e)(1) Investment Agreement,dated May 22, 1992, between
                               Empresa Minera Inti Raymi S.A. and
                               International  Finance  Corporation  (Exhibit 
                               4(e) to the Company's Annual Report on
                               Form 10-K for the year ended December 31, 1992; 
                               File No. 1-9666).

                  *4(e)(2) Amendment to Investment Agreement and Waiver,
                               effective as of December 31, 1994, between
                               Empresa Minera Inti Raymi S.A. and International
                               Finance Corporation (Exhibit 4(a) to the
                               Company's Quarterly Report on Form 10-Q for the
                               quarter ended March 31, 1995; File No. 1-9666).

                  *4(f)(1) Finance Agreement, dated as of September 14,
                               1992, between Empresa Minera Inti Raymi S.A. and
                               Overseas Private Investment Corporation (Exhibit
                               4(f) to the Company's Annual Report on Form 10-K
                               for the year ended December 31, 1992; File No.
                               1-9666).

                  *4(f)(2) First Amendment to Finance Agreement and Limited
                               Waiver, effective as of December 31, 1994,
                               between Empresa Minera Inti Raymi S.A. and
                               Overseas Private Investment Corporation (Exhibit
                               4(f)(2) to the Company's Annual Report on Form
                               10-K for the year ended December 31, 1994; File
                               No. 1-9666).

                  *4(f)(3) Letter Agreement dated December 31, 1994, among
                               Overseas Private Investment Corporation, Battle
                               Mountain Gold Company, Kori Kollo Corporation
                               and Zeland Mines, S.A. (Exhibit 4(c) to the
                               Company's Quarterly Report on Form 10-Q for the
                               quarter ended March 31, 1995, File No. 1-9666).

                  *4(g)(1) Loan Agreement, dated June 29, 1992, between  
                               Empresa Minera Inti Raymi S.A. and
                               Corporacion Andina de Fomento (English
                               translation) (Exhibit 4(g)to the Company's
                               Annual Report on Form 10-K for the year ended
                               December 31, 1992; File No. 1-9666).

                  *4(g)(2) Amendment to Loan Agreement, effective as of
                               December 31, 1994, between Empresa Minera Inti
                               Raymi S.A. and Corporacion Andina de Fomento
                               (English translation) (Exhibit 4(b) to the
                               Company's Quarterly Report on Form 10-Q for the
                               quarter ended March 31, 1995; File No. 1-9666).

                  *10(a)   Amended and Restated 1994 Long-term Incentive
                               Plan of Battle Mountain Gold Company, as of
                               January 1, 1997 (Appendix B to the Company's
                               definitive Proxy Statement dated March 28, 1997
                               and filed with the Commission on March 28, 1997,
                               File No. 1-9666).

                  11       Computation of Earnings per Share.

                  27       Financial Data Schedule.

---------------------

                  *        Incorporated by reference as indicated.

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