EXHIBIT 10.1

                            SHARE PURCHASE AGREEMENT

     Share Purchase Agreement dated November 28, 2005 between IAMGold
Corporation (the "Vendor") and Battle Mountain Gold Exploration Corp. (the
"Purchaser").

     RECITALS

(a)  The  Vendor  is  in  the  process of incorporating a company under the laws
     of  the  Province  of  Alberta  ('Newco Canada") and, upon incorporation of
     Newco  Canada,  will  be  the registered and beneficial owner of all of the
     issued and outstanding shares of Newco Canada;

(b)  The  Vendor  is  in  the  process of incorporating a company under the laws
     of Barbados ("New Barbados") and, upon the incorporation of Newco Barbados,
     will  be  the  registered  and  beneficial  owner  of all of the issued and
     outstanding shares of Newco Barbados;

(c)  Prior  to  the  Closing  Date,  Newco  Canada  and Newco Barbados will have
     as  their  principal  assets those royalty agreements set forth on Schedule
     "A" hereto; and

(d)  The  Vendor  wishes  to  sell  and  the Purchaser wishes to purchase all of
     the  issued  and outstanding shares of Newco Canada and Newco Barbados upon
     the  terms  and  conditions,  and  for the consideration, contained in this
     Agreement.

     In  consideration  of  the foregoing and the mutual agreements contained in
this Agreement (the receipt and adequacy of which are acknowledged), the parties
agree  as  follows.

Section  1      Defined  Terms.

     As used in this Agreement, the following terms have the following meanings:

"Agreement" means this share purchase agreement and all schedules attached to it
and  the  expression  "Section"  followed  by  a  number means and refers to the
specified Section of this Agreement.

"Authorization"  mean,  with respect to any Person, any order, permit, approval,
waiver,  license  or  similar  authorization  of  any Governmental Entity having
jurisdiction  over  the  Person.

"Average  Trading  Price"  means:  (i)  if the transactions contemplated by this
Agreement  are announced on a trading day prior to the opening or during trading
on  such  day,  the  average  unit  trading  price  of  the common shares of the
Purchaser  for  the five trading days allocated as the two trading days prior to
the  date of such announcement, the trading day of the date such announcement or
(ii)  if  the  transactions  contemplated  by  this Agreement are announced on a
trading  day  after  the close of trading of such day, the average unit price of
the  common  shares  of the Purchaser for the five trading days allocated as the
two days prior to the date of such announcement and the three days following the
date  of  such  announcement,  each on the PTCBB or such other stock exchange as
reported  by  the  Wall  Street  Journal  and the National Quotation Bureau pink
sheets.

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"Cash  Consideration"  has  the  meaning  specified  in  Section  3(1)(b)(i).

"Closing  Date"  has  the  meaning  specified  in  Section  7.

"Common  Shares"  has  the  meaning  specified  in  Section  3(1)(b)(ii)

"Governmental  Entity"  means  any  (i)  international, multinational, national,
federal,  provincial,  state,  municipal,  local or other governmental or public
department,  central  bank,  court,  commission,  board,  bureau,  agency  or
instrumentality,  domestic  or foreign, (ii) any subdivision or authority of any
of  the  above,  (iii)  any  quasi-governmental  or  private body exercising any
regulatory, expropriation or taxing authority under or for the account of any of
the above, and (iv) any stock exchange.

"Laws"  means  any  and  all  applicable  laws  including  all  statutes, codes,
ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral
or  administrative  or  ministerial  or  departmental  or  regulatory judgments,
orders,  decisions,  rulings  or  awards,  policies,  guidelines,  and  general
principles  of  common  and  civil  law  and equity, binding on or affecting the
Person  referred  to  in  the  context  in  which  the  word  is  used.

"Lien"  means  any  mortgage,  charge, pledge, hypothecation, security interest,
assignment,  lien (statutory or otherwise), charge, title retention agreement or
arrangement,  restrictive  covenant  or  other  encumbrance of any nature or any
other  arrangement  or  condition  that,  in  substance,  secures  payment  or
performance  of  an  obligation.

"Person"  means  a  natural  person,  partnership,  limited partnership, limited
liability  partnership,  corporation, limited liability corporation, joint stock
company,  trust,  unincorporated  association,  joint venture or other entity or
Governmental  Entity,  and  pronouns  have  a  similarly  extended  meaning.

"Purchased  Shares"  has  the  meaning  specified  in  Section  2.

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"Required  Value"  means:

(a)  in  respect  of  Section  3(1)(a)(ii),  the  number of common shares of the
     Purchaser  equal  to  a  quotient,  whereby  (i)  the numerator is equal to
     8,156,000  common  shares,  par value $0.001 per share, multiplied by $0.50
     and (ii) the denominator is equal to the Average Trading Price.

(b)  in  respect  of  Section  3(1)(b)(ii),  the  number of common shares of the
     Purchaser  equal  to  a  quotient,  whereby  (i)  the numerator is equal to
     3,844,000  common  shares,  par value $0.001 per share, multiplied by $0.50
     and (ii) the denominator is equal to the Average Trading Price; and

(c)  in  respect  of  Section  3(2)(ii),  the  number  of  common  shares of the
     Purchaser  equal  to  a  quotient,  whereby  (i)  the numerator is equal to
     2,350,000  common  shares,  par value $0.001 per share, multiplied by $0.50
     and (ii) the denominator is equal to the Average Trading Price.

"Royalty  Agreements"  has  the  meaning  specified  in  Section  4(k).

Section  2       Purchase  and  Sale.

          Subject  to  the  terms  and  conditions of this Agreement, the Vendor
agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to
purchase  from the Vendor on the Closing Date, all of the issued and outstanding
shares  of  Newco  Canada  and  Newco  Barbados  (collectively,  the  "Purchased
Shares").

Section  3      Purchase  Price.

(1)  Subject  to  Section  3(2)  below,  the  purchase  price  payable  by  the
     Purchaser  to the Vendor for the Purchased Shares on the Closing Date shall
     be an aggregate of US $21,850,000 payable as follows:

     (a)  for the Purchased Shares of Newco Canada:

          (i)  US$10,772,000 in immediately available funds; and

          (ii) the  greater  of  (x)  8,156,000  common shares, $0.001 par value
               per  share, of the Purchaser and (y) such number of common shares
               equal to the Required Value; and

     (b)  for the Purchased Shares of Newco Barbados:

          (i)  US$5,078,000  million  in  immediately  available  funds
               (collectively,  with  the  amount set forth in Section 3(1)(a)(i)
               Above, the "Cash Consideration"); and

          (ii) the  greater  of  (x)  3,844,000  common shares, $0.001 par value
               per  share, of the Purchaser and (y) such number of common shares
               equal  to the Required Value (collectively with the common shares
               set forth in Section 3(1)(a)(ii) above, the "Common Shares").

<PAGE>

(2)  If,  pursuant  to  a  Trust  Indenture  dated  November  10,  1989  among
     Barrick  Gold Corporation (as successor-in-interest to Corona Corporation),
     Teck  Corporation,  or  Barrick  Gold  Corporation exercise their rights of
     first  refusal  to acquire the Vendor's trust units of the Williams Royalty
     Trust, the purchase price for the Purchased Shares of Newco Canada shall be
     reduced by an aggregate amount equal to US$10,400,000 so that:

          (i)  The  Cash  Consideration  for  the  Purchased  Shares  of  Newco
               Canada shall be US$3,275,000; and

          (ii) The  Common  Shares  issued  in  respect  of the Purchased Shares
               of  Newco  Canada  shall  be the greater of (x) 2,350,000 and (y)
               such number of common shares equal to the Required Value.

Section  4     Vendor's  Representations  and  Warranties.

     The  Vendor  represents and warrants as follow to the Purchaser at the date
of this Agreement and at the Closing Date and acknowledges and confirms that the
Purchaser is relying upon such representations and warranties in connection with
the purchase by the Purchaser of the Purchased Shares:

     (a)  Incorporation  and  Qualification.  The  Vendor  is  a  corporation
          incorporated and existing under the federal laws of Canada and has the
          corporate  power  to enter into and perform its obligations under this
          Agreement.

     (b)  Corporate  Authority.  The  execution  and  delivery  of  and
          performance  by  the  Vendor of this Agreement have been authorized by
          all necessary corporate action on the part of the Vendor. The transfer
          of  the  Purchased  Shares  to  the  Purchaser  will  be,  upon  their
          incorporation, authorized by all Necessary corporate action by each of
          Newco Canada and Newco Barbados.

     (c)  No  Violation  or  Breach.  The  execution  and  delivery  of  and
          performance by the Vendor of this Agreement:

          (i)  will  not  (or  would  not  with  the giving of notice, the lapse
               of  time or the happening of any other event or condition) result
               in  a  breach  or  violation  of or a conflict with, or allow any
               other  Person  to  exercise any rights under, any of the terms or
               provisions  of the constating documents or by-laws of the Vendor,
               Newco Canada or Newco Barbados;

<PAGE>

          (ii) will  not  (or  would  not  with  the giving of notice, the lapse
               of  time or the happening of any other event or condition) result
               in  a  breach  or  violation  of or a conflict with, or allow any
               other  Person  to  exercise  any  rights  under  any contracts or
               instruments  to  which the Vendor, Newco Canada or Newco Barbados
               is  a party or pursuant to which any of the assets or property of
               the Vendor, Newco Canada or Newco Barbados may be affected;

          (iii) will  not  result  in  a  breach of, or cause the termination or
               revocation of, any authorization held by the Vendor, Newco Canada
               or  Newco Barbados or necessary to the ownership of the Purchased
               Shares; and

          (iv) will not result in the violation of any Law.

     (d)  Authorization  and  Consents.  There  is  no  requirement  on the part
          of  the Vendor, Newco Canada or Newco Barbados to make any filing with
          or  give  any  notice  to  any  Governmental  Entity,  or  obtain  any
          Authorization,  in  connection with the completion of the transactions
          contemplated  by  this  Agreement,  except  for  the  filings  and
          notifications  required  by  applicable securities Laws. All necessary
          consents,  approvals  and  authorizations of any Person required under
          any  contracts  or  instruments  to  which the Vendor, Newco Canada or
          Newco  Barbados  is  a party or pursuant to which any of the assets or
          property of the Vendor, Newco Canada or Newco Barbados may be affected
          in  connection with the completion of the transactions contemplated by
          this Agreement.

     (e)  Execution  and  Binding  Obligation.  This  Agreement  has  been  duly
          executed  and  delivered  by the Vendor and constitutes a legal, valid
          and  binding  agreement  of  the  Vendor  enforceable  against  it  in
          accordance  with  its  terms  subject  only  to  any  limitation under
          applicable  laws  relating  to (i) bankruptcy, winding-up, insolvency,
          arrangement  and  other  laws  of  general  application  affecting the
          enforcement of creditors' rights, and (ii) the discretion that a court
          may  exercise  in  the granting of equitable remedies such as specific
          performance and injunction.

     (f)  Authorized  and  Issued  Capital.  The  Purchased  Shares  will
          constitute  all  of  the issued and outstanding shares of Newco Canada
          and  Newco  Barbados.  All  of  the Purchased Shares will be issued in
          compliance  with  all  applicable  Laws including, without limitation,
          applicable securities Laws.

<PAGE>

     (g)  No  Other  Agreements  to  Purchase.  Except for the Purchaser's right
          under  this  Agreement,  no  Person has any written or oral agreement,
          option  or  warrant  or  any  right  or  privilege  (whether  by  law,
          pre-emptive  or  contractual)  capable  of  becoming  such for (i) the
          purchase  or  acquisition  from  the  Vendor  of  any of the Purchased
          Shares,  or  (ii) the purchase, subscription, allotment or issuance of
          any  of the unissued shares or other securities of either Newco Canada
          or Newco Barbados.

     (h)  Title  to  Purchased  Shares.  Upon  the incorporation of Newco Canada
          and  Newco  Barbados, the Purchased Shares will be owned by the Vendor
          as The registered and beneficial owner with good title, free and clear
          of  all  Liens  other  than  those  restrictions  on transfer, if any,
          contained  in  the articles of incorporation of Newco Canada or in the
          incorporating  documents  of  Newco  Barbados.  Upon completion of the
          transaction  contemplated  by  this Agreement, the Purchaser will have
          good  and  valid  title to the Purchased Shares, free and clear of all
          Liens  other than those restrictions on transfer, if any, contained in
          the  articles  of  incorporation  of  Newco  Canada  in the constating
          documents of Newco Barbados.

     (i)  No  Action.  The  Vendor  is  not  aware  of  any  action,  suit  or
          proceeding,  at  law or at equity, for or by any court or any federal,
          provincial,  municipal  or  other governmental department, commission,
          board,  agency  or  instrumentality  which would prevent or materially
          adversely affect the transactions contemplated by this Agreement.

     (j)  Residence.  The  Vendor  is  not  a  non-resident  of  Canada  for the
          purposes Of the Income Tax Act (Canada).

     (k)  Royalty  Agreements.  Immediately  following  their  incorporation,
          the  principal  assets of Newco Canada and Newco Barbados will consist
          of royalty agreements listed at Schedule "A" hereto (collectively, the
          "Royalty  Agreements").  To  the  knowledge of the Vendor, each of the
          Vendor,  Newco  Canada  and  Newco  Barbados  has preformed all of the
          Obligations required to be performed by each of them under the Royalty
          Agreements  and,  upon  the  transfer of the Royalty Agreements by the
          Vendor,  each  of  Newco Canada and Newco Barbados will be entitled to
          The  benefits  and  rights  under the respective Royalty Agreements to
          which  they  are  a party. To the knowledge of the Vendor, each of the
          Royalty  Agreements  is  in  full force and effect and there exists no
          default  or event, occurrence, condition or act which, with the giving
          of  notice,  the  lapse of time or the happening of any other event or
          condition,  would  become  a  default  or  event of default under such
          Royalty Agreement.

<PAGE>

Section  5      Purchaser's  Representations  and  Warranties.

     The  Purchaser  represents  and  warrants to the Vendor at the date of this
Agreement  and at the Closing Date and acknowledges and confirms that the Vendor
is relying on such representations and warranties in connection with the sale by
the  Vendor  of  the  Purchased  Shares:

     (a)  Incorporation  and  Qualification.  The  Purchaser  is  a  corporation
          incorporated  and  existing under the laws of the state of Nevada. The
          Purchaser  has  the  corporate  power  to  enter  into and perform its
          obligations  under this Agreement, including, without limitations, its
          obligation to issue the Common Shares.

     (b)  Corporate  Authority.  The  execution  and  delivery  of  and
          performance  by  the  Purchaser  of  this  Agreement  and,  without
          limitation, the issuance of the Common shares, have been authorized by
          all necessary corporate action on the part of the Purchaser.

     (c)  No  Violation  or  Breach.  The  execution  and  delivery  of  and
          performance  by  the  Purchaser  of  this Agreement including, without
          limitation, the issuance of the Common Shares:

          (i)  will  not  (or  would  not  with  the giving of notice, the lapse
               of  time or the happening of any other event or condition) result
               in  a  breach  or  violation  of or a conflict with, or allow any
               other  Person  to  exercise any rights under, any of the terms or
               provisions of the Purchaser's constating documents or by-laws;

          (ii) will  not  (or  would  not  with  the giving of notice, the lapse
               of  time or the happening of any other event or condition) result
               in  a  breach  or  violation of or a conflict with , or allow any
               other  Person  to  exercise  any  rights  under  any contracts or
               instruments to which the Purchaser is a party; and

          (iii) will not result in the violation of any Law.

     (d)  Execution  and  Binding  Obligation.  This  Agreement  has  been  duly
          executed  and  delivered by the Purchaser and constitutes legal, valid
          and  binding  agreements  of  the  Purchaser enforceable against it in
          accordance  with  its  terms  subject  only  to  any  limitation under
          applicable  Laws  relating  to (i) bankruptcy, winding-up, insolvency,
          arrangement  and  other  laws  of  general  application  affecting the
          enforcement of creditors' rights, and (ii) the discretion that a court
          may  exercise  in  the granting of equitable remedies such as specific
          performances and injunction.

<PAGE>

     (e)  Authorized  and  Issued  Capital.  The  authorized  capital  of  the
          Purchaser  consists  of  200,000,000 shares of common stock, $.001 par
          value  per  share, and 10,000,000 shares of preferred stock, $.001 par
          value  per share, of which, (i) at his date, 42, 530,000 common shares
          and  no preferred shares have been issued and are outstanding as fully
          paid and non-assessable, and (ii) at the Closing Date up to 85,000,000
          common  shares  and  no  preferred  shares  will be issued and will be
          outstanding as fully paid and non-assessable.

     (f)  Common  Shares.  Upon  issuance  of  the  Common  Shares,  the  Common
          Shares  will be duly authorized and validly issued and the Vendor will
          acquire  good  and  valid title to the Common Shares free and clear of
          any  encumbrances  and liens. The Common Shares will be fully paid and
          non-assessable.  There  are  no outstanding contractual obligations of
          the  Purchaser (1)(i) restricting the transfer of the Common Shares or
          (ii)  requiring  the registration or sale of the Common Shares, or (2)
          granting  any  pre-emptive  or  anti-dilutive  right  or other rights,
          subscriptions,  calls,  commitments,  warrants,  options  or  other
          agreements  that give any Person the right to purchase, subscribe for,
          or  otherwise  receive  or be issued the Common Shares or any security
          convertible into or exchangeable for the Common Shares.

     (g)  Investment  Canada  Act.  The  Purchaser  is not a non-eligible person
          within the meaning of the Investment Canada Act (Canada); and

     (h)  Securities  Laws.  The  Purchaser  is  acquiring  the Purchased Shares
          as  principal  and  not as agent and is acquiring the Purchased Shares
          for  investment  purposes  only  and  not  with  a  view  to resale or
          distribution.  The  Purchaser  is  a non-resident person as defined in
          Section  116  of the Income Tax Act (Canada) and acknowledges that the
          purchase  of  the Purchased Shares is exempt from the registration and
          prospectus  requirements  of applicable securities Laws in Canada. The
          Purchaser  further acknowledges that it is an "accredited investor" as
          such  term  is defined in Rule 501(a) under the U.S. Securities Act of
          1933,  as  amended  (the "U.S. Securities Act") and that the Purchased
          Shares  are to be held by the Purchaser solely for its own account for
          investment  purposes  only,  and not with a view to or for any resale,
          subdivision or distribution of any part thereof into the United States
          or  to  a U.S. person (as such terms are defined in Regulation S under
          the  U.S.  Securities  Act) and has no plans to enter into and has not
          entered into any contract, undertaking or agreement to such end.

<PAGE>

Section  6     Conditions  of  Closing.

     (a)  Conditions  for  the  Benefit  of  the  Purchaser.  The  purchase  and
          sale of the Purchased Shares is subject to the following conditions to
          be  fulfilled  or  performed,  on  or  before  the Closing Date, which
          conditions  are  for the exclusive benefit of the Purchaser and may be
          waived, in whole or in part, by the Purchaser in its sole discretion:

          (i)  The  covenants,  representations  and  warranties  of  the Vendor
               contained  in  this Agreement shall be true and correct as of the
               Closing Date with the same force and effect as if such covenants,
               representations  and  warranties  had been make on and as of such
               date;

          (ii) The  Vendor  shall  deliver  to  the  Purchaser  a certified copy
               of  the  resolution  of the directors (a) of the Vendor approving
               the  execution,  delivery  and  performance  of  this  Agreement,
               including  the transfer of the Purchased Shares to the Purchaser;
               (b)  of  Newco Canada approving the transfer of all of the shares
               of  Newco  Canada  to  the  Purchaser;  and (c) of Newco Barbados
               approving  the transfer of all of the shares of Newco Barbados to
               the Purchaser;

          (iii) The  share  certificates  representing  the  Purchased  Shares
               shall  be duly endorsed for transfer to the Purchaser or shall be
               accompanied  by  a  irrevocable  share transfer power of attorney
               duly executed in blank by the Vendor; and

          (iv) As  at  the  Closing  Date,  no  event  or  condition  shall have
               occurred,  or  shall exist, that individually or in the aggregate
               is  or would reasonably be expected to be material and adverse to
               the  condition  (financial  or  otherwise),  properties,  assets,
               liabilities,  obligations,  business,  operations or prospects of
               either Newco Canada or Newco Barbados.

     (b)  Conditions  for  the  Benefit  of  the  Vendor.  The purchase and sale
          of  the  Purchased Shares is subject to the following conditions to be
          fulfilled or performed on or before the Closing Date, which conditions
          are  for  the  exclusive  benefit  of the Vendor and may be waived, in
          whole or in part, by the Vendor in its sole discretion:

<PAGE>

          (i)  The  covenants,  representations  and  warranties  of  the
               Purchaser  contained  in this Agreement shall be true and correct
               as  of the Closing Date with the same force and effect as if such
               covenants, representations and warranties had been made on and as
               of such date;

          (ii) The  Purchaser  shall  deliver  to  the  Vendor  a certified copy
               of  a  resolution  of  the  directors of the Purchaser approving,
               among  other  things,  the execution, delivery and performance of
               this  Agreement  and  the  issuance  of  the Common Shares to the
               Vendor;

          (iii) The  Purchaser  shall  deliver  duly  executed  share
               certificates  representing  the  Common Shares in the name of the
               Vendor  (or  an  affiliate  of the Vendor, as the Vendor shall so
               direct);

          (iv) As  at  the  Closing  Date,  no  event  or  condition  shall have
               occurred, or shall exist, that individually or in aggregate is or
               would  reasonably  be  expected to be material and adverse to the
               condition  (financial  or  otherwise),  properties,  assets,
               liabilities,  obligations,  business,  operations or prospects of
               the Purchaser; and

          (v)  The  Purchaser  and  the  Vendor  shall enter into a registration
               rights  agreement with respect to the Purchaser's preparation and
               filing  of one or more resale registration statements pursuant to
               United States securities laws with respect to the registration of
               the  Common  Shares,  in  form  and substance satisfactory to the
               Vendor in its sole discretion.

Section  7     Closing.

          The completion of the transaction of purchase and sale contemplated by
this  Agreement  shall  take place at the offices of Stikeman Elliott LLP, Suite
5300,  Commerce  Court  West,  Toronto, Ontario, at 10:00 a.m. (Toronto time) on
January  15,  2005  at 10:00 a.m. or at such other place, on such other date and
such  other  time as may be agreed upon in writing by the parties ( the "Closing
Date").

Section  8       Deliveries.

          Subject  to  the  satisfaction  or waiver by the relevant party of the
conditions  of  closing,  on  the  Closing Date, the Vendor shall deliver actual
possession  of the Purchased Shares to the Purchaser and upon such delivery, the
Purchaser  shall pay the Cash Consideration and deliver the Common Shares to the
Vendor  in  accordance  with  Section  3.

<PAGE>

Section  9      Survival  of  Covenants,  Representations  and  Warranties.

     (a)  The  covenants,  representations  and  warranties  of  the  Vendor
          contained  in  this  Agreement  and  in  any certificates or documents
          delivered  pursuant  to  or  in  connection  wit  the  transactions
          contemplated  by  this  Agreement  shall  survive  the  closing of the
          purchase  and  sale  of the Purchased Shares and, notwithstanding such
          closing,  and  regardless  of any investigation by or on behalf of the
          Purchaser,  shall continue in full force and effect for the benefit of
          the  Purchaser  without limitation of time, subject only to applicable
          limitation periods imposed by law.

     (b)  The  covenants,  representations  and  warranties  of  the  Purchaser
          contained  I  this  Agreement  and  in  any  certificates or documents
          delivered  pursuant  to  or  in  connection  with  the  transactions
          contemplated  by  this  Agreement  shall  survive  the  closing of the
          purchase  and  sale  of the Purchased Shares and, notwithstanding such
          closing,  and  regardless  of any investigation by or on behalf of the
          Vendor, shall continue in full force and effect for the benefit of the
          Vendor  without  limitation  of  time,  subject  only  to  applicable
          limitation periods imposed by Law.

Section  10     Time  of  the  Essence.

     Time  shall  be  of  the  essence  of  this  Agreement.

Section  11     Enurement.

     This  Agreement  shall become effective when executed by the Vendor and the
Purchaser  and after that time shall be binding upon and enure to the benefit of
the parties and their respective successors and permitted assigns.  Neither this
Agreement  nor  any  of  the rights or obligations under this Agreement shall be
assignable  or  transferable  by  either  party without the consent of the other
party.

Section  12     Entire  Agreement.

     This  Agreement  constitutes  the entire agreement between the parties with
the  respect  to  the transactions contemplated in this Agreement and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or written, of the parties with respect to the subject matter of this Agreement.
There  are  no  representations,  warranties,  covenants,  conditions  or  other
agreements,  express or implied, collateral, statutory or otherwise, between the
parties  in  connection  with  the  subject  matter of this Agreement, except as
specifically  set forth in this Agreement.  The parties have not replied and are
not  relying  on  any other information, discussion or understanding in entering
into  and  completing  the  transactions  contemplated  by  this  Agreement.

<PAGE>

Section  13      Waiver.

     (a)  No  waiver  of  any  of  the  provisions  of  this  Agreement shall be
          deemed  to  constitute a waiver of any other provision (whether or not
          similar),  nor shall such waiver be binding unless executed in writing
          by the party to be bound by the waiver.

     (b)  No  failure  on  the  part  of  the  Vendor  or  the  Purchaser  to
          exercise,  and  no  delay in exercising any right under this Agreement
          shall  operate  as  a  waiver  of  such right; nor shall any single or
          partial  exercise  of  any  such  right  preclude any other or further
          exercise of such right or the exercise of any other right.

Section  14    Further  Assurances.

     Each  of the parties covenants and agrees to do such things, to attend such
meetings  and  to execute such further documents and assurances as may be deemed
necessary  or  advisable  from  time to time in order to carry out the terms and
conditions  of  this  Agreement  in  accordance  with  their  true  intent.

Section  15    Severability.

     If  any  provision  of  this  Agreement  shall be determined to be illegal,
invalid  or  unenforceable  by any court of competent jurisdiction from which no
appeal  exists or is taken, such provisions shall be severed from this Agreement
and  the  remaining  provisions  shall  continue  in  full  force  and  effect.

Section  16    Governing  Law.

     This  Agreement  shall  be  governed  by  and  interpreted  and enforced in
accordance  with  the  laws  of  the Province of Ontario and the federal laws of
Canada  applicable  therein.

Section  17     Public  Announcements.

     Neither  party, prior to the Closing Date, shall make, or cause to be made,
any  press  release  or public announcement in respect of this Agreement, or the
transactions  contemplated  hereby  or  otherwise communicate with any new media
without prior approval of the other party, unless such disclosure is required by
Law  (in  which  prior approval of the other party, unless such disclosure shall
consult with the other party prior to making such disclosure). The parties shall
cooperate,  using commercially reasonable efforts, as to the timing and contents
of  any  such  announcement,  including  any  such announcement required by Law.
Notwithstanding  the  foregoing,  the  parties  shall  agree  on or prior to the
Closing  Date  as to the timing and contents of any press release concerning the
consummation of the transactions contemplated hereby.

<PAGE>

Section  18     Counterparts.

     This  Agreement  may  be  executed in any number of counterparts (including
counterparts  by  facsimile)  and  all such counterparts taken together shall be
deemed  to  constitute  on  and  the  same  instrument.

     IN WITNESS WHEREOF the parties have executed this Share Purchase Agreement.


                                   IAMGOLD  CORPORATION

                                   By:  /s/  Grant  Edey
                                        -----------------------------
                                        Name:  Grant  Edey
                                        Title:      CFO

                                   BATTLE  MOUNTAIN  GOLD
                                   EXPLORATION  CORP.

                                   By:  /s/  Mark  Kucher
                                        -----------------------------
                                        Name:  Mark  Kucher
                                        Title: Chairman

<PAGE>

                                  SCHEDULE "A"

               PRINCIPAL ASSETS OF NEWCO CANADA AND NEWCO BARBADOS

     Royalty Agreements held by Newco Canada

     -    Williams Mine, Ontario (Trust Units to be transferred)

     -    Joe Mann Mine, Ouebec

     -    El Limon Mine, Nicaragua

     -    Lluvio de Oro Mine, Mexico

     -    Night Hawk Lake Property, Ontario

     -    Seguenega Property, Burkina Faso


Royalty Agreements held by Newco Barbados

     -    Don Mario Mine, Bolivia

     -    Dolores Deposit, Mexico

     -    Lluvio de Oro Mine, Mexico

     -    Marmato Property, Columbia

     -    Relief Canyon Mine, Nevada

     -    Vueltas del Rio Mine, Honduras

<PAGE>