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<br />Exhibit C <br />MEMORANDUM OF UNDERSTANDING <br />BETWEEN THE <br />COLORADO DIVISION OF MINERALS AND GEOLOgY <br />AND <br />BATTLE MOUNTAIN RESOURCES, INC. <br />This MEMORANDUM OF UNDERSTANDING, hereinafter re~erred 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., hereinaftek referred to as <br />"BMRI" ("the Parties"). <br />I. PURPOSE <br />The purpose of this MOU is to establish and maintain coordination nd concurrence <br />between DMG and BMRI of their respective individual responsibilities p rtaining to the <br />administration of "Agreement for Environmental Sampling Services" entered between BMRI <br />and RCG/Hagler, Bailly, lnc. (hereinafter referred to as "third party sampling contractor") <br />to conduct independent sampling and analysis of certain monitoring pointslassociated with <br />the tailings facility at the San Luis mine, a gold mine BMRI operates in ostilla County, <br />Colorado pursuant to Colorado Mined Land Reclamation Board (hereinaft r referred to as <br />"Board") Permit No. M-88-112. Such sampling and analysis is required y a Notice of <br />Violation and Order issued by the Board on May 28, 1992. The purpose oft a independent <br />sampling and analysis is to verify BMRI monitoring data derived from the 'Mailings facility. <br />II. COMPLIANCE WITH MOU <br />Both DMG and BMRI affirm that they shall comply with the provisio~ts of this MOU <br />and that they shall continue to meet the conditions and requirements specified in this <br />document. <br />III. OBLIGATIONS OF BMRI <br />Under the terms of this MOU, BMRI shall: <br />Contract, byway of the Agreement for Environmental Samplin~ Services ("the <br />Contract"), with a third party contractor to conduct independen sampling and <br />analysis of certain monitoring points associated with the tailing$ facility at the <br />San Luis mine located at its facility in Costilla County, Colorado in <br />accordance with the requirements of this MOU. The Contract shall include <br />