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<br />Exhibit B <br />MEMORANDUM OF UNDERSTANDING <br />BETWEEN THE <br />COLORADO DMS[ON OF MINERALS AND GEOLOGY <br />AND <br />BATTLE MOUNTAIN RESOURCES, INC. <br />This MEMORANDUM OF UNDERSTANDING, hereinafter referred to as the <br />MOU, is entered into between the Colorado Division of Minerals and Geology, hereinafter <br />referred to as "DMG," and Battle Mountain Resources, Inc., hereinafter referred to as <br />"BMRI" ("the Parties"). <br />I. PURPOSE <br />The purpose of this MOU is to establish and maintain coordination and concurrence <br />between DMG and BMRI of their respective individual responsibilities pertaining to the <br />administration of "Agreement for Third Party Oversight and Review" entered between <br />BMRI and Water, Waste & Land, Inc. (hereinafter referred to as "third party oversight <br />contractor") to conduct independent oversight and review of plans, speciflications and <br />construction activities related to embankment raises and completion of the tailings facility <br />at the San Luis mine, a gold mine BMRI operates in Costilla County, Colorado pursuant <br />to Colorado Mined Land Reclamation Board (hereinafter referred to as "Board') Permit No. <br />M-88-112. <br />