CLOSING SECURITY AGREEMENT

1.1

Terms Incorporated by Reference.

1.2

Defined Terms.

1.3

Singular, Plural, etc.

1.4

Use of Certain Words.

1.5

Successors, etc.

(a)

reference to any body corporate or partnership shall include successors thereto, whether by way of amalgamation or otherwise;

(b)

references to any statute, enactment or legislation or to any section or provision thereof include a reference to any order, ordinance, regulation, rule or by-law or proclamation made under or pursuant to that statute, enactment or legislation and all amendments, modifications, consolidations, re-enactments or replacements thereof or substitutions therefor from time to time; and

(c)

reference to any agreement (including any definitions in or portions of an agreement incorporated herein by reference), instrument, Permit or other document shall include reference to such agreement, instrument, Permit or other document as the same may from time to time be amended, supplemented, replaced or restated.

1.6

Headings.

2.1

Grant of Security.

(a)

Subject to section 2.4, the Debtor grants to Royal Gold a security interest in, and mortgages and charges to Royal Gold, as and by way of a fixed and specific security interest and charge, all of the Debtor’s present and after-acquired personal property and rights and interests in personal property, including any and all of the Debtor’s:

(i)

inventory, equipment, fixtures and other goods of every kind and description, all Permits and other rights and all records, files, charts, plans, drawings, specifications, manuals and documents relating thereto;

(ii)

accounts due or accruing due and all agreements, books, accounts, invoices, letters, documents and papers recording, evidencing or relating thereto;

(iii)

financial assets, money, documents of title, chattel paper, instruments and investment property (including securities);

(iv)

without limiting the foregoing item (iii), all of the issued and outstanding shares (collectively, the " Pledged Shares" , which term shall also include the Collateral referred to in section 2.1(a)(v) below) in the capital of BMGX and Battle Mountain Gold (Canada) Inc., an Alberta corporation (the "Pledged Companies" ), including any documents, share certificates and instruments which confirm or evidence such Pledged Shares and any and all documents, share certificates and instruments which may exist from time to time which confirm or evidence such Pledged Shares, together with any stock rights, rights to subscribe, liquidating dividends, stock dividends, cash dividends and cash distributions (collectively, " Dividends" ), new securities or other property which the Debtor is or may hereafter become entitled to receive on account of any of the foregoing (all of the foregoing, excluding Dividends, collectively, " Distributions" );

(v)

any and all additional common shares, preferred shares, options, warrants, subscription rights, and other evidences of ownership and interests, of the same or any other class, hereafter acquired by the Debtor in or with respect to the Pledged Companies;

(vi)

intangibles, including all security interests, goodwill, choses in action and other contractual benefits, and all trade marks, trade mark registrations and pending trade mark applications, patents and pending patent applications and copyrights and other intellectual property, and letter-of-credit rights;

(vii)

the Dolores Royalty and the Underlying Property (each as defined in the Bridge Finance Facility Agreement) and all other Royalties (as defined in the Bridge Finance Facility Agreement);

(viii)

substitutions and replacements of and increases, additions and, where applicable, accessions to the property described in sections 2.1(a)(i) through (vii), inclusive; and

(ix)

all proceeds of the foregoing, including proceeds in any form derived directly or indirectly from any dealing with all or any part of the property described in sections 2.1(a)(i) through (viii), inclusive, and the proceeds therefrom.

(b)

The Debtor grants, assigns, mortgages and charges, to and in favor of Royal Gold, all of its undertakings, real and personal property and assets and interests therein, both present and future, of every nature and kind and wherever situate, except such of its undertakings, properties, assets and interests as are validly subject to the fixed and specific mortgages, charges and security interests granted pursuant to section 2.1(a). Debtor represents and warrants that it owns full right and title in and to the Royalties and the Dolores Royalty, with no encumbrances or Liens, other than Permitted Encumbrances.

(c)

The Debtor hereby agrees to execute all documents or agreements and upon the request of Royal Gold make all filings as are or may be necessary to grant Royal Gold a first priority security interest in the RG Priority Property; provided that such first priority security interest in the RG Priority Property shall only become effective after the RG Priority Date and only to the extent of the RG Priority Amount (as such terms are defined, and such first priority security interest is further described, in the Macquarie Intercreditor Agreement).

2.2

Obligations.

(a)

The grants, assignments, mortgages, fixed and floating charges and security interests constituted by this security agreement (collectively, the "Security Interest" ) secure delivery, payment and performance of all the Obligations.

(b)

All expenses, costs and charges incurred by or on behalf of Royal Gold in connection with this security agreement, the Security Interest or the realization of the Collateral, including all legal fees (on a full indemnity basis), court costs, receiver’s or agent’s remuneration and other expenses of taking possession of, repairing, protecting, insuring, preparing for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment of the Collateral, shall be added to and form a part of the Obligations.

2.3

Attachment.

(a)

The Debtor by execution hereof and Royal Gold by acceptance hereof hereby acknowledge that:

(i)

value has been given;

(ii)

the Debtor has rights in the Collateral (other than after-acquired Collateral); and

(iii)

the Debtor has received a duplicate original copy of this security agreement.

(b)

If during the term of the Bridge Finance Facility Agreement the Gold Facility Agreement is repaid in full and terminated and subject to the terms of Macquarie Intercreditor Agreement, the Debtor will, promptly following such repayment:

(i)

deliver to Royal Gold all share certificates which evidence the existing Pledged Shares and other Share Collateral, duly endorsed for transfer in blank or as Royal Gold may direct, and accompanied by such powers of attorney or other documents as Royal Gold may require; and

(ii)

deliver to Royal Gold any and all consents or other instruments or documents which may be necessary to effect the transfer of the Pledged Shares to Royal Gold, its nominee or (after the Security Interest shall have become enforceable) any third party; and

(iii)

deliver to Royal Gold all share certificates which evidence Pledged Shares or other Share Collateral acquired in the future, duly endorsed for transfer in blank or as Royal Gold may direct, and accompanied by such powers of attorney or other documents as Royal Gold may require.

(c)

The Debtor shall promptly inform Royal Gold in writing of the acquisition by the Debtor of any property forming part of the Collateral which is not described herein (including any additional Share Collateral) (the “ Acquired Property ”), and the Debtor shall execute and deliver at its own expense from time to time amendments to this security agreement or the schedules hereto or additional security or schedules as may be required by Royal Gold in order that the Security Interest shall expressly attach to such Acquired Property.

2.4

Scope of Security Interest.

(a)

Nothing in section 2.1 shall be construed as an assignment by the Debtor (which term shall in this section 2.4(a) include a sub-lease, mortgage, pledge or charge) of any lease, Permit, agreement, account, claim, demand or chose in action which, as a matter of Law or by its terms, is non-assignable without the consent of some other person unless such consent has been obtained. The Debtor shall use its best efforts to obtain any such required consent. Until such consent has been obtained, the Security Interest shall not attach to such lease, Permit, agreement, account, claim, demand or chose in action but the Debtor shall hold its interest therein in trust for Royal Gold, and shall assign same to Royal Gold or as Royal Gold may direct in writing forthwith upon obtaining the consent of such other person.

(b)

The Security Interest shall not extend to consumer goods.

(c)

Royal Gold shall not be deemed in any manner to have assumed any obligation of the Debtor under any Permit or Contract nor shall Royal Gold be liable to any Official Body or contract counterparty by reason of any default by any person under any Permit or Contract. The Debtor agrees to indemnify and hold Royal Gold harmless of and from any and all liability, loss or damage which Royal Gold incurs by reason of any claim or demand against it based on its alleged assumption of the Debtor’s duty and obligation to perform and discharge the terms, covenants and agreements in any Permit or Contract.

(d)

It is expressly acknowledged by the Debtor that, notwithstanding any right or authority granted to the Debtor herein or in any other Credit Facility Document to deal with the Collateral, it is the intention of the Debtor and Royal Gold that the Security Interest set forth in section 2.1(a) shall operate and be construed as a fixed and specific lien on all Collateral in respect of which the Debtor presently has rights, and as a fixed and specific lien on all after-acquired Collateral which shall attach forthwith upon the Debtor acquiring rights therein.

(e)

Nothing in section 2.1 shall be construed as constituting an absolute transfer or assignment of any present or future intellectual property or rights and interests therein, but that section shall still be construed as granting to Royal Gold a security interest in and a lien on all of the Debtor’s present and after-acquired intellectual property and rights and interests in intellectual property.