BMG Black Mountain Gold USA Corp

Madison Minerals Inc. ("Madison" or the "Company") (TSX VENTURE:MMR) is pleased
to announce that it has entered into a share exchange agreement dated March 13,
2014 (the "Share Exchange Agreement") with Battle Mountain Gold Inc. ("BMG") and
the securityholders of BMG, namely Haywood Securities Inc., Nesbitt Burns,
Nevada Royalty Corp. ("NRC"), Richard Andrews, William Matlack, Don MacDowell,
Larry Kornze, Chet Idziszek, Bank of New York (Nominees) Limited and HBS
Financial Planning Ltd. (collectively, the "Vendors") which sets forth the terms
and conditions pursuant to which (i) the common shares of Madison ("Madison
Shares") will be consolidated on a 4:1 ratio (the "Consolidation"); (ii) all of
the common shares of BMG (the "BMG Shares") will be transferred to the Company;
(iii) the Company will issue 15,420,000 Madison Shares at a deemed price of
C$0.12 per Madison Share (post-Consolidation) to shareholders of BMG on a 1:1
ratio in exchange for the transfer of the BMG Shares to the Company; (iv) all
warrants of BMG (the "BMG Warrants") will be cancelled and prior holders of BMG
Warrants will be issued warrants (the "Resulting Issuer Warrants") of the
resulting issuer (the "Resulting Issuer") that entitle the holder to acquire
that number of common shares of the Resulting Issuer that is equal to the number
of the BMG Shares that such holder was entitled to acquire under the BMG
Warrants previously held; (v) the Board of Directors of the Resulting Issuer
will consist of three persons: Chet Idziszek, Steven Garwin and Larry Kornze;
and (vi) the Company will change its name to "Battle Mountain Gold Inc." (the
"Transaction").


After giving effect to the proposed Transaction, it is expected that the Vendors
will hold approximately 58% of the issued and outstanding Madison Shares;
consequently, the Transaction constitutes a reverse take-over of Madison
pursuant to TSX Venture Exchange Policy 5.2 - Change of Business and Reverse
Takeovers ("Exchange Policy 5.2") and BMG will be a wholly-owned subsidiary of
Madison.


Chet Idziszek, President and Chief Executive Officer of Madison, commented: "We
are very pleased to announce the signing of this agreement. This acquisition
demonstrates that Madison is able to execute strategic transactions in difficult
financial markets and this transaction is the first step towards potentially
owning 100% of the Lewis Property, a mining property located in Lander County,
Nevada (the "Lewis Property")."


An annual and special meeting of the holders of Madison Shares (the "Shareholder
Meeting") is expected to be held in April 2014 to approve, among other matters,
the Transaction. Additional information concerning the Shareholder Meeting will
be included in the management information circular to be delivered to holders of
Madison Shares setting forth the business to be conducted at the Shareholder
Meeting. 


About BMG 

BMG is a private company incorporated in British Columbia, Canada on April 2,
2012. BMG's only asset is the option (the "Option"), through its wholly owned
subsidiary incorporated in Nevada, USA, Battle Mountain Gold (USA) Inc. ("BMG
US"), to acquire a 40% participating interest in the Phoenix Joint Venture, a
venture under the laws of the state of Nevada consisting of Madison Enterprises
(Nevada) Inc. ("Madison US") and NRC, a shareholder of BMG, which holds a 100%
interest in the Lewis Property. To date, BMG has paid C$100,000 in cash and
issued 2,000,000 common shares at C$0.15 per share to NRC in order to keep the
Option in good standing. In order to exercise the Option, BMG is required to
make a payment to NRC of C$1,600,000 in either cash or publicly traded shares at
the sole option of BMG by October 13, 2015 except that the due date will be
accelerated to that date which occurs 10 days following the closing of any
financing or financings that result in BMG or BMG US, having raised an aggregate
total of more than C$10,000,000.


On February 28, 2014, BMG completed a private placement for 5,050,000 common
shares at C$0.10 per share for gross proceeds of C$505,000.


Financial Information Concerning BMG 

The following table sets out certain selected financial information regarding
BMG as at October 31, 2013 (audited). The selected information was prepared in
accordance with International Financial Reporting Standards. 




                                                      As at October 31, 2013
Total Assets                                                       C$662,749
Total Liabilities                                                  C$284,239
Shareholders' Equity                                               C$378,510



Information Concerning the Vendors 

Haywood Securities Inc., a company incorporated under the laws of British
Columbia, holds 255,000 BMG Shares as registered and beneficial owner and
8,500,000 BMG Shares in trust for various beneficial holders. Nesbitt Burns, a
company incorporated under the laws of Canada, holds BMG Shares in trust for a
beneficial holder. Nevada Royalty Corp. is a company incorporated under the laws
of Nevada, USA and is a wholly owned subsidiary of Golden Predator US Holding
Corp., a company incorporated under the laws of Nevada, USA. Golden Predator US
Holding Corp. is a wholly owned subsidiary of Americas Bullion Royalty Corp., a
public company incorporated in British Columbia and listed on the Toronto Stock
Exchange. Richard Andrews is a resident of California, USA. William Matlack and
Don MacDowell are residents of Nevada, USA. Larry Kornze is a resident of Idaho,
USA. Chet Idziszek is a resident of British Columbia, Canada. Mr. Idziszek is
the President and Chief Executive Officer and a Director of Madison. Bank of New
York (Nominees) Limited, a private limited company incorporated under the laws
of the United Kingdom, holds BMG Shares in trust for a beneficial holder. HBS
Financial Planning Ltd. is a company incorporated under the laws of the United
Kingdom. Roger Hardaker, a resident of the United Kingdom, holds a controlling
interest in the outstanding securities of HBS Financial Planning Ltd. 


Chet Idziszek, along with being the President, Chief Executive Officer and a
director of Madison, is a shareholder of both Madison and BMG.


Shares for Debt

Madison has entered into a number of shares for debt transactions (the "Shares
for Debt Transactions") in order to reduce its indebtedness owed to directors
and officers of Madison and a provider of legal services (collectively, the
"Creditors"). Pursuant to a forgiveness of debt and shares for debt agreement
with each of Chet Idziszek, J.G. Stewart Holdings Ltd., Vivian Danielson and
Robert Sibthorpe, Madison has agreed to reduce its indebtedness to directors and
officers of Madison (the "Indebtedness") such that 50% of the Indebtedness is
forgiven, 25% of the Indebtedness is satisfied by the issuance of shares and the
remaining 25% of the Indebtedness is satisfied by payment in cash. Pursuant to a
shares for debt agreement with a provider of legal services (the "Law Firm"),
Madison has agreed to issue shares for 50% of the debt owing to the Law Firm and
the remaining 50% of the debt will be payable in cash.


Subject to the approval of the Transaction by the shareholders of Madison and
the TSX Venture Exchange (the "Exchange"), the Shares for Debt Transactions will
close and the Company will issue an aggregate of 3,258,820 common shares (the
"Shares") at a deemed price of C$0.05 per Share to the Creditors
(pre-Consolidation) in settlement for an aggregate of C$162,941 owing by the
Company to the Creditors.


Share Consolidation 

After completion of the Shares for Debt Transactions but prior to the proposed
Transaction, Madison will consolidate its issued and outstanding securities on a
four to one basis. The purpose of the Consolidation is to reduce the number of
Madison Shares that will be outstanding following completion of the Transaction
in order to facilitate the Company's ability to attract future financing and
transactions and to increase the price of the Madison Shares to a figure more
appropriate for a listed company of Madison's size and nature. Additional
information concerning the Consolidation will be provided in the management
information circular to be prepared in connection with the Shareholder Meeting. 


Directors and Senior Management of BMG Following Completion of the Transaction 

Pursuant to the Share Exchange Agreement, the board of directors of Madison is
to be reconstituted at the closing of the Transaction so as to be comprised of
three individuals, namely Chet Idziszek, Steven Garwin and Larry Kornze. The
election of the proposed directors will be among the items of business to be
considered at the Shareholder Meeting. The Company expects Chet Idziszek to
continue as President and Chief Executive officer and Ian Brown will assume the
role of Chief Financial Officer and Corporate Secretary following completion of
the Transaction. 


Significant Conditions to Closing 

The completion of the Transaction is subject to a number of conditions precedent
including, but not limited to: (i) the approval of the Transaction by the
holders of Madison Shares at the Shareholder Meeting; (ii) the approval of the
Transaction by the Exchange, including the listing of the Madison Shares to be
issued as consideration to the Vendors pursuant to the Share Exchange Agreement;
(iii) the absence of any material change or change in a material fact which
might reasonably be expected to have a material adverse effect on the financial
or operation conditions or the assets of either of Madison or BMG; and (iv)
certain other conditions customary in a transaction of this nature. 


Update on Trading Halt 

Trading in the Madison Shares remains halted in accordance with Exchange Policy
5.2. Madison is continuing to work with the Vendors and the Exchange to deliver
the required documentation and complete the steps necessary to permit a
resumption of trading. 


About Madison

Madison is in the business of mineral exploration and development. Madison,
through its wholly owned US subsidiary, Madison US, holds a 60% participating
interest in the Phoenix Joint Venture, a joint venture under the laws of the
State of Nevada consisting of Madison US and Nevada Royalty Corp. (a shareholder
of BMG). The Phoenix Joint Venture currently holds a 100% interest in the Lewis
Property. The Lewis Property is a mineral exploration property in the Battle
Mountain Mining District, Lander County, Nevada, USA held by the Phoenix Joint
Venture, subject to certain royalty interests.


Sponsorship 

Sponsorship in the context of a reverse takeover is required by the Exchange
unless exempt in accordance with TSX Venture Exchange Policy 2.2 - Sponsorship
and Sponsorship Requirements ("Exchange Policy 2.2"). Madison has applied for an
exemption from the sponsorship requirements under Exchange Policy 2.2. However,
there is no assurance that Madison will ultimately obtain this exemption.


Cautionary Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable
Canadian securities legislation that are not historical facts. Forward-looking
statements involve risks, uncertainties, and other factors that could cause
actual results, performance, prospects, and opportunities to differ materially
from those expressed or implied by such forward-looking statements.
Forward-looking statements in this news release include, but are not limited to,
statements with respect to the terms and conditions of the proposed Transaction;
the Company's objectives, goals or future plans; the receipt of the requisite
approvals with respect to the Transaction and the business and operations of the
Company following the completion of the Transaction. Forward-looking statements
are necessarily based on a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks, uncertainties and
other factors which may cause actual results and future events to differ
materially from those expressed or implied by such forward-looking statements.
Such factors include, but are not limited to: general business, economic and
social uncertainties; litigation, legislative, environmental and other judicial,
regulatory, political and competitive developments; delay or failure to receive
board, shareholder or regulatory approvals; those additional risks set out in
Madison's public documents filed on SEDAR at www.sedar.com; and other matters
discussed in this news release. Although Madison believes that the assumptions
and factors used in preparing the forward-looking statements are reasonable,
undue reliance should not be placed on these statements, which only apply as of
the date of this news release, and no assurance can be given that such events
will occur in the disclosed time frames or at all. Except where required by law,
Madison, BMG and the Vendors disclaim any intention or obligation to update or
revise any forward-looking statement, whether as a result of new information,
future events, or otherwise. 


Reader Advisory 

Completion of the Transaction is subject to a number of conditions, including
Exchange acceptance and shareholder approval. The transaction cannot close until
the required shareholder approval is obtained. There can be no assurance that
the Transaction will be completed as proposed or at all. 


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of Madison
should be considered highly speculative. 


The Exchange has in no way passed upon the merits of the proposed Transaction
and has neither approved nor disapproved the contents of this press release. 


Neither the Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Exchange) accepts responsibility of the adequacy
or accuracy of this release. 


Further information is available on Madison's website at: www.madisonminerals.com. 

FOR FURTHER INFORMATION PLEASE CONTACT: 
Madison Minerals Inc.
Chet Idziszek
President, Chief Executive Officer and Director
(604) 331-8772
www.madisonminerals.com

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