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LCL RESOURCES LIMITED — Major Shareholding Notification 2011
May 1, 2011
65217_rns_2011-05-01_101d922c-4188-486a-bd24-a3711fe5d6d7.pdf
Major Shareholding Notification
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- MAY. 2011 7:57 CLAYTON UTZ (03) 9629 8488
CLAYTON UTZ
| Sydney | Melbourne | Brisbane Perth | Canberra | Darwin | Hong Kong |
|---|---|---|---|---|---|
Fax - 1300 135 638
Fax - 02 9460 1857
2 May 2011
The Manager Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000
Mr Philip Killen Company Secretary Metminco Limited
Our ref 943/16153/80118791
Number of pages - 37
Dear Sir / Madam,
Metminco Limited (ASX: MNC): Substantial holder notification by Barrick Gold Corporation ("Barrick")
On behalf of Barrick and its related bodies corporate, we attach in accordance with section 671B of the Corporations Act 2001 (Cth) a notice of initial substantial holder (Form 603).
Yours faithfully
Andrew Walker, Partner $+61392866000$ [email protected]
Courtney Dixon, Lawyer $+61392866000$ [email protected]
603 page 1/2 15 July 2001
Form 603 Corporations Act 2001
Section 971B
Notice of initial substantial holder
| To Company Name/Scheme | Metrilnco Limited | |||
|---|---|---|---|---|
| ACN/ARSN | 43 119 759 349 | |||
| 1. Details of substantial holder (1) | ||||
| Name | Barnck Gold Corporation (Barrick) on its own behalf and on behalf of each of its related bodies corporate being the entities set out in Annexure A (together, the Barrick Group) - |
|||
| ACN/ARSN (Il applicable) | ||||
| The holder became a substantial holder on | 28/04/2011 | |||
| 2. Details of voting power | ||||
| The lotal number of votes atlached to all the voling shares in the company or voting interests in the schome that the substantial holder or an essociale (2) had e | ||||
| relevant interest (3) in on the date the substantial holder became a substantial holder are as follows; | ||||
| Class of securities (4) | Number of securities | Person's votas (5) | Voling power (6) |
| Algog Al Atraulats (4) | INANDEL DE SOCIIDAS | негарита доцна тал ____ |
Actual bower (o) |
|---|---|---|---|
| Sharos Ordinary |
.000.000 ---- |
.000.000 | ∕ا4⊳.ن - 70 |
| —— |
3. Details of rolevant Interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the aubstantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| (Berrick and Barrick Group | Registered holder of ordinary shares issued on 28 April 2011 under the placement described in the Share Subscription Agreement (altached to this (document as Annexure B) |
75,000,000 Ordinary Shares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
$\mathbf{r}$
$\sim 10^{-11}$
| Holder of relevant | Registered holder of | Person entitled to be | Class and number |
|---|---|---|---|
| interest | securities | registered as holder (B) | of securities |
| Barrick and Barrick Group | Bamck | lBarrick |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant Intorest |
Date of acquisition | Consideration (9) | Class and number of securities |
|---|---|---|---|
| lBarrick | 28 April 2011 $-$ $-$ |
Non-cash pursuant to Share Subscription Agreement (refer Annexure B) |
Ordinary Shares, 75,000,000 |
page 2/2 15 July 2001 $803$ 6. Associates The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Name and ACN/ARSN (if applicable) Nature of association |
Each member of the Barrick Group Is an associate of Barrick by reason of section
|12(2) (a)(i) of the Corporations Act 2001 (Cth) Barrick Group 7. Addresses The addresses of persons named in this form are as follows: Name Address Brookfield Place, Canada Trust Tower Suite 3700, 161 Bay Street, Suite 3700, P.O. Barrick Box 212 Toronto, Ontarlo, Canada M5J2S1 Barrick Group as apove Signature Senior Vice President print name Sybil E. Veenman copacity and Goneral Counsel 2/May/2011 sign hore date DIRECTIONS If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an enn See the definition of "associate" in soction 6 of the Corporations Act 2001. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001, The voling shares of a company constitute one class unless divided into separate classes. The total number of votes attached to all the voting shares in the company or voting intereals in the scheme (if any) that the person or an associate has a relevant Interest in. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. Include details of:
$(1)$
$(2)$
$\left( 5\right)$
$(4)$
$(5)$
$(6)$
$(7)$
- any relevant egreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement by the perso (a) - any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001,
- $(e)$ If the substantial hold or is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown."
- $\left( 9\right)$ Details of the consideration must include any and all banefits, moneys and other, that any person from whom a relevant interest was acquired has, or
may, become entitied to receive in relation to that acquilation. Details are not paid directly to the person from whom the relevant interest was acquired.
Annexure A
This is Annexure A of _6_ pages (including this page) referred to in the Form 603 (Notice of Initial Substantial Holder)
dated 2 May 2011, Signed for and on behalf of Barrick Gold Corporation.
Name: Sybil E. Veenman
Capacity: Senior Vice President and General Counsel
Barrick Group.
| Name | Jurisdiction | ABN |
|---|---|---|
| 0889295 B.C. Unlimited Liability Company | British Columbia | |
| 1051694 Ontario Inc. | Ontario | |
| 1091064 Ontario Limited | Ontario | |
| 1398821 Alberta Ltd. | Alberta | |
| 1816962 Ontario Inc. | Ontarlo | |
| 2193268 Ontario Inc. | Ontario | |
| 2203474 Nova Scotia Limited | Nova Scotia | |
| 3244521 Canada Inc. | Canada | |
| 994748 Ontario Inc. | Ontario | |
| ABX Financeco Inc. | Delaware | |
| ABX Global Management Inc. | Delaware | |
| ABX Holdco 2 LLC | Delaware | |
| ABX Holdco LLC | Delaware | |
| AC 40689 Ltd, | Cayman Islands | |
| African Barrick Gold pic | England & Wales | |
| Aguas Amarilla Limitada | Chile | |
| Aguas Colorada Limitada | Chile | |
| Aguas Elvira Limitada | Chile | |
| Aguas Quilvar Limitada | Chile | |
| Aptian Resources (Tanzania) Limited | Tanzania | |
| Argentina Gold (Bermuda) I Ltd. | Bermuda | |
| Argentina Gold (Bermuda) II Ltd. | Bermuda | |
| Argentina Gold Corp. | Canada | |
| Arizona Star Chile SpA | Chile | |
| Arizona Star Resource (Bermuda) Ltd | Bermuda | |
| AurionGold (Canada) Limited | Canada | |
| AurionGold Administration Pty Limited | New South Wales | 80 069 768 378 |
| AurionGold Exploration Pty Limited | New South Wales | 30 067 813 932 |
| AurionGold Limited | Australia | 60 008 560 978 |
| AurionGold Management Limited | Australia | 69 008 648 440 |
| Aurum Insurance Company Inc. | Barbados | |
| Austwhim Resources Pty Ltd | Western Australia | 67 009 087 067 |
| BAPL Holding Ltd | Mauritius | |
| BarbCo One Ltd. | Barbados | |
| Bargold Corporation | Delaware | |
| Barisun Exploration Limited | Tanzania | |
| Barrick (Australia Pacific Holdings) Pty Ltd | Northern Territory | 68 085 702 558 |
| Barrick (Australia Pacific) Finance Limited | Western Australia | 92 139 843 066 |
| Barrick (Australia Pacific) Limited | South Australia | 19 008 143 137 |
| Barrick (Cowal) Limited | South Australia | 75 007 857 598 |
Barrick (Darlot) NL Barrick (Granny Smith) Pty Limited Barrick (GSM) Ltd Barrick (HMC) Mining Company Barrick (Kainantu) Limited Barrick (Kalgoorlie) Limited Barrick (Kanowna) Limited Barrick (Lawlers) NL Barrick (Niugini) Limited Barrick (PD) Australia Finance Pty Ltd Barrick (PD) Australia Limited Barrick (Plutonic) Limited Barrick (PNG Exploration) Limited Barrick (Services) Pty. Limited Barrick Africa (Pty) Ltd Barrick Bollvlan Holdings Ltd. Barrick Bullfrog Inc. Barrick Canada Inc. Barrick Cayman (A) Ltd. Barrick Cayman (B) Ltd. Barrick Cayman (D) Ltd. Barrick Cayman (E) Ltd. Barrick Cayman (F) Ltd. Barrick Cayman (G) Ltd. Barrick Cayman (L) Ltd. Barrick Chilean Holdings Ltd. Barrick Corporate Services (Barbados) Limited Barrick Cortez Inc. Barrick Energy Inc. Barrick Exploraciones Argentina S.A. Barrick Exploration Africa Limited Barrick Finance B.V. Barrick Gold (Mali) Ltd. Barrick Gold (Philippines) Corporation Barrick Gold (Russia) Limited Barrick Gold Exploration Inc. Barrick Gold Finance Company Barrick Gold Finance Inc. Barrick Gold Financeco LLC Barrick Gold Inc. Barrick Gold Mines (SA) Ltd. Barrick Gold Mining Limited Barrick Gold of North America, Inc. Barrick Gold Romania S.R.L. Barrick Gold U.S. Inc. Barrick Gold UK Limited Barrick Golden Patricia Inc. Barrick Goldstrike Mines Inc. Barrick Gulf Holdings (Philippines) Corporation Barrick Holding Co. Barrick Holdings International Ltd. Barrick Holdings Limited, Agencia en Chile
| New South Wales | 99 000 761 188 | ||
|---|---|---|---|
| Western Australia | 72 009 466 175 | ||
| New South Wales | 59 002 594 881 | ||
| Delaware | |||
| Papua New Guinea | |||
| Queensland | 12 009 712 092 | ||
| Queensland | 58 010 511 789 | ||
| Western Australia | 99 009 125 259 | ||
| Papua New Guinea | |||
| Western Australia | 92 139 909 934 | ||
| New South Wales | 80 050 284 967 | ||
| New South Wales | 42 004 680 997 | ||
| Papua New Guinea | |||
| New South Wales | 11 050 289 917 | ||
| South Africa | |||
| Cayman Islands | |||
| Delaware | |||
| Canada | |||
| Cayman Islands | |||
| Cayman Islands | |||
| Cayman Islands | |||
| Cayman Islands | |||
| Cayman Islands | |||
| Cayman Islands | |||
| Cayman Islands | |||
| Cayman Islands | |||
| Barbados | |||
| Delaware | |||
| Alberta | |||
| Argentina | |||
| Tanzania | |||
| Netherlands | |||
| Cayman Islands | |||
| Philippines | |||
| Cyprus Delaware |
|||
| Nova Scotia | |||
| Delaware | |||
| Delaware | |||
| Ontario | |||
| Cayman Islands | |||
| Cyprus | |||
| Delaware | |||
| Romania | |||
| California | |||
| England | ı | ||
| Ontarlo | |||
| Colorado | |||
| Philippines | |||
| California | |||
| Cayman Islands | |||
| Chile | |||
$\sim 10^{-1}$
$\sim 100$ km s $^{-1}$
$\sim 10$
$\mathcal{A}^{\mathcal{A}}$
$\hat{\mathcal{A}}$
$\mathcal{L}^{\text{max}}_{\text{max}}$
| Barrick Holdings Ltd. | Cayman Islands | |
|---|---|---|
| Barrick International (Barbados) Corp. | Barbados | |
| Barrick International Ltd. | Ontarlo | |
| Barrick Mining Company (Australia) Limited | New South Wales | 80 006 245 629 |
| Barrick Mining Services Pty Ltd | New South Wales | 40 050 037 673 |
| Barrick North America Finance LLC | Delaware | |
| Barrick North America Holding Corporation | Nevada | |
| Barrick Platinum South Africa (Pty) Ltd | South Africa | |
| Barrick Power Gold Corporation of China Limited | Hong Kong | |
| Barrick Resources (USA) Inc. | Delaware | |
| Barrick Russia Holdings II Cooperatief U.A. | Netherlands | |
| Barrick South America Ltd. | Cayman Islands | |
| Barrick South American Investments Ltd. | Cayman Islands | |
| Barrick Storm Inc. | Delaware | |
| Barrick Tanzanian Holdings Ltd. | Cayman Islands | |
| Barrick Turquoise Ridge Inc. | Delaware | |
| Beluga Coal Company | California | |
| BG Acquisition Inc. | British Columbia | |
| BGC Holdings Ltd. | Cayman Islands | |
| Bond-Gold N.V. | Netherlands Antilles | |
| Bonito Gold Corporation | British Columbia | |
| Bonito, Inc. | Delaware | |
| BPC Oklahoma Corporation | Delaware | |
| BR Investments Inc. | Delaware | |
| BRII Holdings LLC | Delaware | |
| BSILtd. | Cayman Islands | |
| BUK HoldCo Limited | United Kingdom | |
| Bulyanhulu Gold Mine Limited | Tanzania | |
| Canair Inc. | Delaware | |
| Capricornia Prospecting Pty Ltd | Western Australia | 46 008 819 252 |
| Cayco TZ Ltd | Cayman Islands | |
| CJSC Barrick Gold Services | Russian Federation | |
| CJSC Fedorovo Resources | Russian Federation | |
| Compañía Barrick Chile Generacion Limitada | Chile | |
| Compania Minera Barrick Arroyo Limitada | Chile | |
| Compania Minera Barrick Chile Limitada | Chile | |
| Compañía Minera Casale Limitada Compania Minera Cerro Amarillo Limitada |
Chile Chile |
|
| Compania Minera Estrella de Oro Limitada | Chile | |
| Compania Minera Lac De Mexico S,A, de C.V. | Mexico | |
| Compania Minera Nevada SpA | Chile | |
| Compania Minera Rio Seco S.A. | Chile | |
| Compania Minera Salitrales Limitada | Chile | |
| Compania Minera San Jorge S.A. | Peru | |
| Compania Minera San Jose De Argentina | Cayman Islands | |
| Compania Minera San Jose, Inc. | Cayman Islands | |
| Compania Minera Zaldivar S.A. | Chile | |
| Compania Transmisora Andina S.A. | Peru | |
| DB Operating Corporation | Ontario | |
| Delta Gold Exploration Pty Limited | New South Wales | 72 002 504 501 |
| Delta Gold Limited | New South Wales | 17 002 527 899 |
| Dominicana Holdings Inc. | Barbados | |
2. MAY. $2011$ 7:58
CLAYTON UTZ (03)9629 8488
NO. 2933 P. $7/38$
l,
| E&B Explorations Inc. | Delaware | |
|---|---|---|
| East African Gold Mines Limited | Australia | 73 078 796 111 |
| East African Investments Pty Ltd | South Australia | |
| Romania | ||
| Eastern Minerals Corporation S.R.L. | ||
| EKJV Management Pty Ltd | Western Australia | 48 098 858 596 |
| Exploraciones e Inversiones PD Chile Limitada | Chile | |
| Exploraciones Mineras Argentinas S.A. | Argentina | |
| Geo-Logic Exploration LLC | Moscow | |
| Geothermal Kinetics Inc. | Nevada | |
| Gilt-Edged Mining NL | Western Australia | 29 073 565 796 |
| GKL Properties Pty Limited | Northern Territory | 98 009 643 234 |
| GKL Resources Pty Limited | Northern Territory | 58 009 637 843 |
| Golden Sunlight Mines, Inc. | California | |
| Goldfields Pty Limited | New South Wales | 35 066 979 735 |
| Grants Patch Mining Limited | Queensland | 75 009 852 500 |
| Great Whale Iron Mines Limited | Quebec | |
| Homestake de Argentina S.A. | Argentina | |
| Homestake do Brasil Ltda | Brazil | |
| Homestake Forest Products Company | California | |
| Homestake International Minerals Ltd. | California | |
| Homestake Lead Company of Missouri | California | |
| Homestake Mining Company of California | California | |
| Homestake Nevada Corporation | California | |
| Homestake Sulphur Company, LLC | Delaware | |
| Homestake-Santa Fe Mine Inc. | Nevada | |
| Ida Gold Pty Limited | Western Australia | 88 009 296 520 |
| IDG Aurum Holdings Limited | Tanzania | |
| IDG Aurum Tanzania Limited | Tanzania Tanzania |
|
| IDG Kitongo Tanzania Limited | Nevada | |
| Imperial Gold Corporation | ||
| IMV, Inc. | Cayman Islands Western Australia |
|
| Indago Autan Pty Ltd Indus Exploration Limited |
Pakistan | 91 073 588 744 |
| Inversiones Barrick Conosur Limitada | Chile | |
| Itobo Exploration Limited | Tanzania | |
| Kabanga Holdings Ltd. | Cayman Islands | |
| Kabanga Nickel Company Limited | Tanzania | |
| Kanowna Mines Limited | New South Wales | 58 053 530 037 |
| Kasubuya Exploration Company Limited | Tanzania | |
| Kidston Gold Mines Limited | Australia | 68 009 593 711 |
| KMCL Holdings Ltd. | Cayman Islands | |
| Kundana Gold Pty Limited | Northern Territory | 13 009 643 252 |
| Lac Exploration Inc. | Ontario | |
| LAC Minerals (USA) LLC | Delaware | |
| Lac Minerals Ltd. | Ontario | |
| Lac Properties Inc. | Ontario | |
| Lachlan Resources Pty Ltd | New South Wales | 40 002 651 863 |
| Matinje Exploration Limited | Tanzania | |
| Mexicoro, S.A. de C.V, | Mexico | |
| Minera American Barrick Limitada | Chile | |
| Minera Argentina Gold S.A. | Argentina | |
| Minera Barrick Misoulchilca S.A. | Peru |
Minera e Inversiones Barrick Chile Ltda Chile Chile Mînera Homestake Chile S.A. Minera Patagonia S.R.L. Argentina Minera Placer Argentina S.A. Argentina Minera Relincho Ltda Chile Minera Rio Frio S.A. Argentina Minera Rodeo S.A. Argentina Minera San Jose Ecuador S.A. Ecuador Minera Santa Catalina Ltda Chile Mexico Minera Sierra Madre, S.A. de C.V. Minera ZN Limitada Chile Misima Mines Umited Papua New Guinea Tanzania Mkumi Exploration Limited Western Australia 23 066 259 569 Mt Weld Pastoral Company Pty Limited North Mara Gold Mine Limited Tanzania Nutfield Limited Papua New Guinea Tanzania Nyanzaga Exploration Company Limited Chile Orlando Exploraciones Ltda. Pancontinental Financing Pty. Limited Australia 36 008 572 594 Pangea Fenn-Gib Ltd. Ontario Ontario Pangea Goldfields Inc. Tanzania Pangea Minerals Limited PDG Africa (Barbados) Limited Barbados PDG Aureate Limited Mauritius Cayman Islands PDG Aurora LLC PDG Bank Limited Barbados PDG Finance (Cayman) LLC Cayman Islands PDG Finance SRL Barbados Cayman Islands PDG Investments (Cayman) Limited PDG Sona (Cayman) Ltd. Cayman Islands PDTS (USA) Inc. Nevada PDTS Tanzania Limited Tanzania Cayman Islands Peru Mineral Ventures Limited Pinson Mining Company Nevada Pioneer Metals Unlimited Liability Company British Columbia Placer B-C Limited Cayman Islands Placer B-V Limited Barbados Placer Dome (Cyprus) Limited Cyprus Placer Dome (ERA) Ltd. Canada Placer Dome Au Fond (Cayman) Limited Cayman Islands Placer Dome Australia Hedging Partnership British Columbia Placer Dome del Perú S.A.C. Peru Placer Dome Exploration Inc. Delaware Placer Dome Indonesia Limited Hong Kong, Placer Dome International Limited Canada Placer Dome Technical Services (International) Limited Canada Placer Dome Technical Services (Philippines), Inc. Philippines Placer Dome Technical Services Limited Canada Placer International Finance Inc. Barbados Placer Kalbar Inc. Barbados Placer Pacific Executive Superannuation Pty Limited New South Wales
21 065 229 165
$\alpha$ and $\beta$
$\mathcal{L}^{\text{max}}_{\text{max}}$
$\sim 100$
$\sim 10^{-11}$
$\ddot{\phantom{0}}$
$\mathcal{L}^{\text{max}}{\text{max}}$ , where $\mathcal{L}^{\text{max}}{\text{max}}$
$\sim 10^{11}$ km $^{-1}$
$\sim$
$\mathcal{L}{\text{max}}$ and $\mathcal{L}{\text{max}}$
| Placer Pacific Fiji Limited | Fiji | |
|---|---|---|
| Placer Pacific Namosi Limited | Fiji | |
| Placer Pacific Nominees Pty Limited | New South Wales | |
| Placer Pacific Staff Superannuation Pty Limited | New South Wales | 42 065 229 254 |
| Placer PGM Investments Umited | Mauritius | |
| Placer Sales Inc. | Delaware - | |
| Plutonic (Baxter) Pty Ltd | South Australia | 68 007 728 707 |
| Plutonic Gold Pty. Ltd. | New South Wales | 29 006 697 418 |
| Precious Metals Recovery LLC | Nevada | |
| Prime Gold Exploration Limited | Tanzania | |
| PT Placer Dome Exploration Indonesia | Indonesia | |
| Pueblo Viejo Dominicana Corporation | Barbados | |
| QTC Holdings Ltd. | Canada | |
| Romanex International Limited | British Columbia | |
| Safari Exploration Limited | Tanzania | |
| Slimlake Mines Limited | Ontario | |
| Sociedad Anonima Colangui | Argentina | |
| Sociedad Contractual Minera Slerra Mariposa | Chile | |
| Sociedad Soratama | Cayman Islands | |
| Sociedad Soratama Sucursal Colombia | Colombia | |
| Solomon Islands Mining N.L. | Victoria | 22 006 654 824 |
| South American Mineral Ventures Limited | Cayman Islands | |
| Sub-Sahara Resources (TZ) Limited | Tanzania | |
| Sutton Resources Inc. | Delaware | |
| Sutton Resources Ltd. | British Columbia | |
| Timbarra Gold Mines Pty Ltd | Western Australia | 77 009 088 359 |
| Transportes San Francisco Limitada | Chile | |
| Transylvania Minerals S.R.L. | Romania | |
| Tusker Gold Limited | Western Australia | 87 131 945 527 |
| Vulcan Resources (Tanzania) Limited | Tanzania | |
| Whim Creek Consolidated Pty Ltd | Western Australia | 43 008 693 758 |
| Wilga Mines Pty Limited | New South Wales | 22 066 772 236 |
| Williams Operating Corporation | Ontario | |
| Yelgun Limited | Papua New Guinea | |
| Zaldivar Agua Inc. | Barbados | |
| Zaldivar Chile Inc. | Cayman Islands |
$\mathcal{O}(\mathcal{O}\mathcal{O})$ . The set of the set of the set of the $\mathcal{O}(\mathcal{O}\mathcal{O})$
$\mathbf{r} = \mathbf{r} \times \mathbf{r}$
$\mathcal{A}^{\pm}$
Annexure B
This is Annexure B of 28 pages referred to in the Form 603 (Notice of Initial Substantial Holder) dated 2 May 2011. I
hereby certify that the copy of the Share Subscription Agreement (and the accompanying Novation Deed) in this Annexure B are true copies of those documents. Signed for and on behalf of Barrick Gold Corporation.
Name: Sybil E.Veenman
Capacity: Senior Vice President and General Counsel
Share Subscription Agreement
Metminco Limited ABN 43 119 759 349
Placer Dome Del Peru S.A.C
GADENS LAWYERS
77 Castlereagh Street
8YDNEY NSW 2000
+61 2 9931 4999
+61 2 9931 4888
-3363533 т F Ref 30605991
7627826.4 SZW NSY
Execution version
$\mathbf{ii}$ Contents Defined mearings .................................... $\Gamma$ Subscription conditions remainder communications and constructions and constructions of $\overline{\mathbf{z}}$ Representations and Warranties .................................... $\overline{\mathbf{3}}$ Public announcements and confidentiality .................................... $\overline{4}$ $\sqrt{5}$ General provisions ....................................
Definitions and interpretation.................................... $\pmb{6}$
7627826.4 SZW NSY
Share Subscription Agreement
Dated April 2011
Parties
- $\mathbf{A}$ Placer Dome Del Peru S.A.C a company registered in the Republic of Peru, National Taxpayer Registry Nº 20197226944, recorded under the certificate Nº 00242020 of the Registry of Legal Entities of Lima (Subscriber).
- $\bf B$ Metminco Limited ABN 43 119 759 349 of Level 6, 122 Walker St, North Sydney, NSW, 2060, Australia (Company).
Background
- A. The Company is incorporated in the State of Victoria, Australia, duly registered under the Act and admitted to the official list of ASX.
- В. The Subscriber has agreed to subscribe for the Subscription Shares subject to the terms of this. document.
- C. The Directors have resolved to allot and issue the Subscription Shares to the Subscriber subject to the terms of this document.
Operative provisions
1. Defined meanings
Words used in this document and the rules of interpretation that apply are set out and explained in the definitions and interpretation clause at the back of this document.
Subscription conditions 2.
- $2.1$ Share Subscription
- $\left( 2 \right)$ Subject to the terms of this document, on the Subscription Date:
- the Subscriber agrees to subscribe for the Subscription Shares; and $\Omega$
- $(i)$ the Company agrees to issue and allot the Subscription Shares to the Subscriber.
- $(b)$ In consideration for the Subscription Shares, the Subscriber agrees to execute the Agreement To Extinguish Buy Back Right.
- $(c)$ The Subscription Shares must be issued and allotted to the Subscriber:
- $(i)$ free from any Security Interest; and
$(ii)$ with all rights attaching or accruing to the Subscription Shares from the Subscription Date.
$2.2$ Share application
Clause 2.1 operates as an application by the Subscriber for the issue and allotment by the Company to the Subscriber of the Subscription Shares on the Subscription Date upon and subject to the provisions of the Constitution, without the necessity for any separate instrument of application by the Subscriber.
$2.3$ Subscriber's nominee
The Subscriber may at any time up to 5:00 pm (Sydney time) on the Business Day prior to the Subscription Date nominate Barriok Gold Corporation or any wholly-owed subsidiary of Barrick Gold Corporation ("Subscriber Nominee") to subscribe for the Subscription Shares under this document, provided that the Subscriber causes the Subscriber Nominee to enter into a deed of novation on the following terms:
- the Subscriber Nominee agrees to assume the Subscriber's obligations and $(a)$ acknowledgements and be bound by the provisions of this document except with respect to the Subscriber's obligations pursuant to clause 2.1(b), and the Subscriber will procure that the Subscriber's Nominee complies with the Subscriber's obligations under this document:
- the Company will issue and allot the Subscription Shares to the Subscriber's Nominee in $(b)$ accordance with the terms of this document;
- all of the Company's Warranties and indemnities in favour of the Subscriber will be taken. $\circ$ to be in favour of the Subscriber's Nominee in place of the Subscriber; and
- the Subscriber Nominee will be deemed to warrant and represent to the Company, at the $(d)$ date of this agreement and the Subscription Date, all of the Subscriber Representations and Warranties in accordance with clause 3.2 of this document.
- $2.4$ Acknowledgements
- If the Subscriber chooses to sell the Subscription Shares within 12 months of the $(a)$ Subscription Date, then subject to the Company having performed its obligations under clause 2.6(c), it will ensure that the sale does not cause the Company to contravene section 707(3) of the Corporations Act.
- $(b)$ The Company is not allotting and issuing the Subscription Shares for the purpose of the Subscriber selling or transferring all or any of the Subscription Shares or granting, issuing or transferring interests in, or options over them.
- 2.5 Share issue
- $(a)$ (Subscriber's obligations): On the Subscription Date, the Subscriber will execute and deliver to the Company a duly executed counterpart of the Agreement to Extinguish Buy Back Right, following which the Subscriber will be deemed to have provided full consideration for the Subscription Shares.
- · (b) (Company's obligations): Subject to the Subscriber satisfying its obligations under clause 2.1(b), on the Subscription Date the Company must:
3 $(i)$ cause Minera Cerro Norte to execute the Agreement to Extinguish Buy Back Right and deliver to the Subscriber a duly executed counterpart; $(ii)$ allot and issue the Subscription Shares to the Subscriber; $(iii)$ deliver to the Subscriber a true, complete and accurate copy of the Constitution; and $(1v)$ deliver to the Subscriber a certified copy of the resolution of the board of directors of the Company authorizing the execution, delivery and performance by the Company of this document (including, without limitation, the issuance of the Subscription Shares) and the documents contemplated hereby, in a form satisfactory to the Subscriber, acting reasonably, certified by a senior officer of the Company. 2.6 Issue terms $\overline{a}$ The Subscription Shares must, upon issue by the Company to the Subscriber: $\rm (i)$ be credited as fully paid; $(i!)$ rank equally in all respects with all other Shares; and $(i)$ be free and clear of any Security Interest.
- The Company must: $(b)$
- (i) as soon as possible after the Subscription Date, proqure that its share registry records the allotment and issue of the Subscription Shares to the Subscriber and records the Subscriber as the sole legal holder of all of the Subscription Shares, in the register of members of the Company;
- $(ii)$ as soon as possible after the Subscription Date, deliver or procure that its share registry delivers to the Subscriber a holding statement for the Subscription Shares:
- $(iii)$ as soon as possible after the Subscription Date apply to ASX for and use its best endeavours to obtain Official Quotation of the Subscription Shares pursuant to Listing Rules 2.7 and 2.8.3, and without limiting the generality of the foregoing the Company must give to ASX all information and documents as may be required by ASX or the Listing Rules to procure the Official Quotation of the Subscription Shares on or as soon as possible after the Subscription Date:
- $(iv)$ use its best endeavours to ensure that all conditions of the approval for Official Quotation granted by the ASX are satisfied on or as soon as possible after the Subscription Date; and
- $\langle \mathrm{v} \rangle$ within 2 Business Days of the Subscription Date, lodge an Appendix 3B with the ASX in respect of the Subscription Shares.
- The Company must, within 5 Business Days of the Subscription Date, in accordance with section 708A(5)(e) of the Act, give ASX a written notice that complies with section. 708A(6) of the Act.
7627826.4 SZW NSY
$\circ$
$2.7$ Interdependence
Subscription for and allotment of the Subscription Shares is conditional upon and interdependent with the Agreement to Extinguish Buy Back Right, and will only occur simultaneously with execution of the Agreement to Extinguish Buy Back Right.
3 Representations and Warranties
$3.1$ Company representations and warranties
The Company represents and warrants to the Subscriber that, as at the date of this document and the Subscription Date:
- the Company is a corporation duly incorporated in Victoria. Australia and validly $(a)$ existing under the laws of Australia:
- $(b)$ this document constitutes valid and legally binding obligations of the Company in accordance with its terms and the execution or performance of this document by the Company does not contravene any agreement by which the Company is bound or any governmental or contractual requirement binding on the Company or its assets:
- $\left($ c $\right)$ the Company has full power to enter into and perform its obligations under this document, and to issue the Subscription Shares to the Subscriber:
- $(d)$ the Company has procured all Consents, including any consent of directors or shareholders of the Company, for the execution and performance by the Company of this document, the issue of the Subscription Shares to the Subscriber and all other acts to be performed by the Company under this document:
- this document has been executed by the Company in compliance with its Constitution $(e)$ and any applicable Law.
- $(f)$ no Event of Insolvency has occurred in relation to, nor is there any act which has occurred or any omission made which may result in an Event of Insolvency occurring in relation to the Company or any of its Related Bodies Corporate;
- $\circ$ the issue of the Subscription Shares to the Subsoriber will be valid and effective and in full compliance with:
- the Constitution; (i)
- $(i)$ any agreement created by the Company or its shareholders; and
- $(iii)$ the Act and any other applicable Law (including the Listing Rules);
- $(h)$ the Subscription Shares will, upon issue to the Subscriber, be fully paid and rank part passu with all other Shares;
- having regard to the requirements of section 708A(1) of the Act: $\bf (i)$
- no ASIC determination under section 708A(2) of the Act is in force in relation to $\left( 1\right)$ the Company;
7627826.4 SZW NSY
the Subscription Shares are and will be in the same class as existing securities 60 that were "quoted securities" as defined in the Act at all times in the 3 months before the date on which the Subscription Shares are issued, without suspension for more than a total of 5 days in the $12$ months before the Subscription Date;
- $(iii)$ no exemption or order referred to in sections $708A(5)(c)$ or $708A(5)(d)$ of the Act covered the Company (or any person as director or auditor of the Company) at any time in the 12 months before the Subscription Date;
- $\omega$ the Subscriber will hold the logal interest in the Subscription Shares upon issue free and olear of any Security Interest created by the Company;
- . (k) the issue of the Subscription Shares under this document does not require approval of the Company's shareholders under the Act, the Listing Rules, the Constitution or any agreement binding on the Company;
- after the Subscription Date and after the issue of securities described at clauses $\left( 0\right)$ 3.1(m)(A), (B) and (C) have occurred, the Subscriber will hold 5.1% of the total number of Shares:
- as at the date of this document there are, and immediately before the Subscription Date $(m)$ there will be:
- a total of 1,232,469,510 Shares; and $(i)$
- $(i)$ 64,217,517 options,
and there are no other securities or options to acquire securities on issue by the Company and there are no agreements, arrangements or understandings as at the Subscription Date which require or call for the present or future issue of, or grant to any person the right to require the issue of, any Shares or other securities in the Company other than:
- $(A)$ the Company is in negotiation with Inversiones Em Dos Limitada to acquire 50% of the issued capital of Sociedad Contractual Minera Ovalle for consideration of \$US 35 million comprising \$US 10 million in cash and the equivalent of US \$25 million in Company scrip calculated as being approximately 71,000,000 Shares on the basis of a 30 day VWAP converted at the daily USD/AUD exchange rate at the Subscription Date;
- the Company anticipates that it will make an issue of up to 80,000,000 (B) Shares to raise funds required to pay the cash consideration contemplated in clause $3.1(m)(ii)(A)$ and for working capital; and
- the Company is planning to settle convertible note loans by way of issue $\left($ C) of approximately 4,900,000 Shares subject to the US/AUD exchange rate on the date of settlement:
- $(n)$ the Company has materially complied with all of its legal obligations, including under Listing Rule 3.1, and there is no information to which Listing Rules 3.1A.1, 3.1A.2 or 3.1A.3 apply which has not been disclosed to the Subscriber,
- to the best of the Directors' knowledge and belief (having made reasonable enquiries), all $\circ$ material information that the Company or any representative of the Company has
7627326.4 SZW NSY
6 disclosed to the Subscriber, its representatives or ASX, was at the time of such disclosure: $\circ$ true, accurate and complete in all material respects; and $(i)$ not misleading or deceptive (including by omission) in any material respect; the Company's audited financial statements as at 30 June 2010 give a true and fair view (p) of the financial position, assets and liabilities of the Company as at 30 June 2010 and the income, expenses and operational results of the Company for the financial year ended on 30 June 2010: no order to cease or suspend trading of any securities of the Company has been issued by $(q)$ ASX, ASIC or any other government agency and no investigations or proceedings for such purposes are in progress, pending or threatened; $(r)$ to the best of the Directors' knowledge and belief (having made reasonable enquiries). and except as otherwise generally disclosed to ASX prior to the date of this document, including in the Company's financial statements filed prior to the date of this document, there are no material claims, actions, proceedings or investigations on foot, pending or threatened against the Company or any of its Subsidiaries or Related Bodies Corporate or any of their respective directors or officers (in their capacity as such), nor is the Company or any of its Subsidiaries or Related Bodies Corporate, nor their respective assets and properties, subject to any outstanding judgement, order, writ, injunction or decree; and to the best of the Directors' knowledge and belief (having made reasonable enquiries), $\circ$ except as has been generally disclosed to ASX prior to the date of this document, there has been no Material Adverse Event affecting the Company or any Subsidiary or Related Body Corporate of the Company. $3.2$ Subscriber Representations and Warranties The Subsoriber represents and warrants to the Company that, as at the date of this agreement and the Subscription Date: $(a)$ the Subscriber is a corporation duly incorporated and validly existing under the laws of the country or jurisdiction of its incorporation or registration; $(b)$ the Subscriber has full power to enter into and perform its obligations under this agreement and has taken all necessary corporate and other actions, to enable it to do so;
- $\langle \circ \rangle$ the execution or performance of this agreement by the Subscriber does not contravene any provision of:
- $(i)$ the constitution of the Subscriber;
- $(ii)$ any agreement by which the Subscriber is bound;
- $(iii)$ any Law; or
7627826.4 SZW NSY
$(iv)$ any governmental or contractual requirement binding on the Subscriber or its assets;
$(d)$ the Subscriber has procured all Consents for the execution and performance by the Subscriber of this document which has been executed in compliance with its constitution and any applicable Law; $(e)$ except for the representations, warranties and oovenants set out in the Transaction Documents, the Subsoriber enters into this document on the basis of the Subscriber's own investigations and decisions and the Subscriber's own independent evaluation of the Company and not in reliance on any act or representation made by any other person, whether express or implied; (f) except for the representations, warranties and covenants set out in the Transaction Documents, the Subscriber enters into this document on the basis of the Subscriber's own investigations and decisions regarding the tax consequences in any jurisdiction of purchasing, owning or disposing of any Subscription Shares and the consequences and effect on the Subscriber generally as a result of the Company being listed on the ASX; the Subsoriber is a person to whom an offer to subscribe for the Subscription Shares in (g) the manner contemplated by this document is permitted by the laws of the jurisdiction in which the Subscriber is situated and to whom the Subscription Shares oan lawfully be issued under those laws, without the need for any registration, filing or lodgement in that jurisdiction; (h) subject to the Company complying with its obligations under clause 2.6(c), the Subscriber will not resell or otherwise dispose of any of the Subscription Shares in a manner which would cause the Company to be in breach of the Act; $\omega$ the Subscriber is not a "U.S. Investor", being for the purposes of this share subscription a person who is in the United States or who is a U.S. person (as defined in Regulation S under the U.S. Securities Act 1933) (U.S. Person), or who is acting for the account or benefit of a U.S. Person; the Subscriber is aware that no disclosure document or offer document has been prepared $\langle$ in connection with the offer and issue of the Subscription Shares; $\langle k \rangle$ the Subscriber agrees to be bound by the Constitution; $(1)$ except for the representations, warranties and covenants set out in the Transaction Documents and except to the extent that liability cannot by law be excluded, the
the Subscriber has foll power and authority to enter into and perform its obligations $(m)$ under this document and has taken all necessary corporate and other action to enable it to do so and its obligations under this document.
responsibility in relation to the offer of the Subscription Shares; and
Subscriber acknowledges that the directors, officers, agents, employees or advisers of the Company, or any of their respective related bodies corporate, do not accept sny
3.3 Survival of Warranties
The Warranties will survive the Subscription Date and will continue in full force and effect.
7627826.4 SZW NSY
$3,4$ Reliance on Warrantles
The Subscriber acknowledges that the Company has entered into and will perform this agreement in reliance on each representation by the Subscriber contained in clause 3.2 as a material term of this egreement.
$-3.5$ Subscriber reliance
The Company acknowledges that the Subscriber has entered into and will perform this agreement in reliance on each representation by the Company contained to clause 3.1 as a material term of this agreement.
- $3.6$ Indemnity
- The Company agrees with the Subscriber to indemnify the Subscriber and its directors, $(a)$ officers and advisers (Subscriber Indemnified Parties) against all Losses which any Subscriber Indemnified Party suffers, incurs or is liable for arising out of any breach of any of the Company's Warranties.
- The Subscriber agrees with the Company to Indemnify the Company and its directors, (b) . officers and advisers (Company Indemnified Parties) against all Losses which any Company Indemnified Party suffers, incurs or is liable for arising out of any breach of any of the Subscriber's Warranties.
Public announcements and confidentiality 4
$4.1$ Confidentiality
Subject to clauses 4.2 and 4.3, the Company and the Subscriber undertake to keep the terms of this docoment confidential and not to make any public announcement or disclosure to any person in relation to this document, or information of which it has become aware in connection with this document, unless it first consults with and obtains the agreement in writing of the other party to this document.
$4.2$ Agreed announcement
The Company shall, immediately following execution of this document, be entitled to make a public announcement in relation to the transaction contemplated by this document in the form agreed by the parties.
$4.3$ Exemptions
Nothing in this clause prevents:
7617826.4 SZW NSY
- a party from making a public announcement or notification where and to the extent that $\omega$ the same is required by law or the Listing Rules, provided that it provides a draft of the announcement to the other party before the final announcement is made and has due regard to any comments of the other party;
- $(b)$ a party from making disclosure to the directors, secretary, professional advisers and bankers of that party and its Related Bodies Corporate, so long as the party uses all reasonable endeavours to ensure that the matters disclosed are kept confidential; or
- $\left( \circ \right)$ the Subscriber from filing any notices required by Part 6C of the Act, including lodging a copy of this document with any notice of initial substantial shareholder pursuant to section 671B of the Act.
General provisions
$5.1$ Costs
Each party must pay its own costs in relation to:
- the negotiation, preparation, execution, performance, amendment or registration of, or $\left( a\right)$ any consent given or made; and
- $(b)$ the performance of any action by that party in compliance with any liability arising,.
under this document, or any agreement or document executed or effected under this document, unless this document provides otherwise.
- 5.2 Duties
- $(a)$ The Subscriber must promptly within the initial applicable period prescribed by law pay any stamp duty payable in relation to the execution, performance and registration of this document, or any agreement or document executed or effected under this document.
- $(b)$ The Subscriber must indemnity the Company against any loss incurred by the Company in relation to any stamp duty specified in this provision, whether through default by the Subscriber under this clause or otherwise,
- 53 Assignment
Subject to clause 2.3, a party must not transfer any right or liability under this document without the prior consent of each other party, except where this document provides otherwise,
- $5.4$ Notices
- $(z)$ Any notice to or by a party under this document must be in writing and signed by the sender or, if a company party, an Authorised Officer of the sender. .
- $(b)$ Any notice may be served by delivery in person or by post or transmission by facsimile to the address or number of the recipient specified in this document or most recently notified by the recipient to the sender.
- $\left( c\right)$ Any notice is effective for the purposes of this document upon delivery to the recipient or production to the sender of a facsimile transmittal confirmation report before 5.00pm
7627826.4 SZW NSY
local time on a day in the place in or to which the written notice is delivered or sent or otherwise at 9.00am on the next day following delivery or receipt.
$(d)$ Address for service:
$(i)$
- the Company: Name: Metrainco Limited Address: 122 Walker Street North Sydney 2060 NSW Australia Fax: + 61 2 9460 1857 For the attention of: Company Secretary
- $(i)$ the Subscriber: Name: Placer Dome Del Peru S.A.C. Address: Avenida Manuel Olguín No. 375, piso 11 Santlago de Surco, Lima, Peru
- Fax:
- For the attention of: Company Seoretary
- 5.5 Governing Law and Jurisdiction
- $\alpha$ ) This document is governed by and construed under the law of Victoria, Australia.
- Any legal action in relation to this document against any party or its property may be $(b)$ brought in any court of competent jurisdiction in Victoria,
- $\cdot$ (c) Each party by execution of this document irrevocably, generally and unconditionally submits to the non-exclusive jurisdiction of any court specified in this provision in relation to both itself and its property.
- 5.6 Amendments
Any amendment to this document has no force or effect, unless effected by an agreement executed by the parties.
$5.7$ Third parties
This document confers rights only upon a person expressed to be a party, and not upon any other person.
Precontractual negotiation 5.8
The Transaction Documents:
- $\left( 0 \right)$ express and incorporate the entire agreement between the partles in relation to the issue and subscription of the Subscription Shares, and all the terms of that agreement; and
- supersede and exclude any prior or collateral negotiation, understanding, communication $(b)$ or agreement by or between the parties in relation to that subject-matter or any term of that agreement.
7627826.4 S2W NSY
5.9 Further assurance
Each party must execute any agreement and perform any action necessary to give full effect to this document, whether before or after performance of this document.
11
5.10 Confinuing performance
- $(a)$ The provisions of this document do not merge with any action performed or agreement executed by any party for the purposes of performance of this document.
- Any representation in this document survives the execution of any agreement for the $(b)$ purposes of, and continues after, performance of this document.
- $\left( c \right)$ Any indemnity agreed by any party under this document:
- constitutes a liability of that party separate and independent from any other $\bf{r}$ liability of that party under this document or any other agreement; and
- (ii) survives and continues after performance of this document.
5.11 Waivers
Any failure by any party to exercise any right under this document does not operate as a waiver and the single or partial exercise of any right by that party does not preclude any other or further exercise of that or any other right by that party.
$5.12$ Remedies
The rights of a party under this document are comulative and not exclusive of any rights provided by law.
5.13 Severability
Any provision of this document which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this document or the validity of that provision in any other jurisdiction.
Counterparts 5.14
This document may be executed in any number of counterparts, all of which taken together are deemed to constitute one and the same agreement.
6 Definitions and interpretation
6.1 Definitions
In this document unless the context otherwise requires:
Act or Corporations Act means the Corporations Act 2001 (Cth);
Agreement To Extinguish Buy Back Right means the declaration to be executed by and between the Subscriber and Minera Cerro Norte in consideration for the Subscription Shares, in the form agreed between the parties as at the date of this document; $\cdot$
7627826.4 SZW NSY
ASIC means the Australian Securities and Investments Commission;
ASX means ASX Limited ACN 008 624 691 or the securities exchange market operated by it, as the context requires;
12
Authorised Officer means any director, secretary or person notified in that capacity by any company in or under any provision of any agreement to any party to that agreement, without withdrawal or cancellation of that notification as at that time;
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney, Australia;
Company means Metmineo Limited ABN 43 119 759 349;
Consent means any consent, approval, authorisation, permit, permission, licence or certificate, and includes any Governmental Consent and any Contractual Consent;
Constitution means the Constitution of the Company:
Contractual Consent means any consent required under any contract or agreement by which a party is bound;
Directors mean the directors of the Company from time to time;
Event of Insolvency means:
- $(a)$ an Insolvency Official is appointed in respect of a person or any asset of a person;
- an Insolvency Official is appointed in respect of a corporation; ωУ
- (c) any application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:
- $(i)$ appointing an Insolvency Official,
- $(i)$ winding up a corporation; or
$(iii)$ proposing or implementing a scheme of arrangement, except to reconstruct or amalgamate whilst solvent on terms approved by an Insolvency Official; any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any Insolvency Provision;
7627626.4 SZW NS
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| (d) | a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent or unable to pay its debts; |
|---|---|
| $\left( \circ \right)$ | a body corporate resolves to wind itself up or otherwise dissolve itself or gives notice of intention to do so, except to reconstruct or amalgamate whilst solvent on terms approved by an Insolvency Official; |
| $\Theta$ | a body corporate fails (in accordance with the terms of section 459F of the Act) to comply with any statutory demand served pursuant to section 459E of the Act; |
| (g) | a body corporate is or makes a statement from which it may be reasonably deduced by an Insolvency Official that the body corporate is, the subject of an event described in section 459C(2)(b) of section 585 of the Act; |
| (h) | a body corporate takes any step to obtain protection or is granted protection from its creditors, under any applicable legislation; |
| (i) | execution or other process issued on a judgement, decree or order of a court in favour of a creditor of a body corporate is returned wholly or partly unsatisfied; |
| (j) | any steps are taken by ASIC to dissolve a body corporate or a body corporate is dissolved; |
| (k) | a person becomes an insolvent under administration as defined in section 9 of the Act or action is taken which could result in that event; or |
| $\left( 1\right)$ | anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction; |
| Governmental Consent means: | |
| (a) | any consent by, from or with any governmental agency; and |
| $\left(\mathrm{b}\right)$ | in relation to any act, matter or thing which would be legally prohibited or restricted in whole or in part if any governmental agency intervenes or acts in any manner within a specified period after its lodgment, filing, registration or notification, the expiry of that period without intervention or action; |
| Insolvency Official means any one of a liquidator, provisional liquidator, administrator, controller, managing controller, receiver, receiver and manager or similar officer in respect of a body corporate; |
|
| Insolvency Provision means any law relating to insolvency, sequestration, liquidation or bankruptcy (including any law relating to the avoidance of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trostee in bankruptcy may set eside or avoid transactions), and any provision of any agreement, airangement or scheme, formal or informal, relating to the administration of any assets of any person; |
|
| Law includes any legislation, rule of the general law, including common law, equity and bankruptcy, judicial order, governmental consent and governmental requisition; |
|
| Listing Rules mean the official listing rules of ASX including the appendices thereto, as amended from time to time; |
|
l,
7627826.4 SZWNSY
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Loss means, in relation to any fact, matter or circumstance, all losses, costs, damages, expenses, penalties and other liabilities arising out of or in connection with that fact, matter or circumstance and including all legal and other professional expenses on a solicitor-elient basis incurred in connection with investigating, disputing, defending or settling any olaim, action, demand or proceeding relating to that fact, matter or circumstance (including any claim, action, demand or proceeding based on the terms of this docurrient);
Material Adverse Event means an event that has, or is likely to have, a material adverse effect on the financial condition, prospects, properties, business, assets, results or operations of the Company or a Related Body Corporate or Subsidiary of the Company;
Minera Cerro Norte means Minera Cerro Norte S.A., a company registered in the Republic of Peru, National Taxpayer Registry N° 20514151084, recorded under the certificate N° 11932247 of the Registry of Legal Entities of Lima;
Official Quotation means the official quotation of the Subscription Shares on the ASX;
Related Body Corporate has the same meaning as is ascribed to that term in section 50 of the Act;
Security Interest means any mortgage, charge, piedge, lien, encumbrance, security interest, trust or power, title retention, preferential right, contractual right of set-off, or any other security agreement or arrangement in favour of any person, whether unregistered or unregistered;
Share means a fully paid ordinary share in the issued capital of the Company;
Subscriber means Placer Dome Del Peru S.A.C a company registered in the Republic of Peru, National Taxpayer Registry Nº 20197226944, recorded under the certificate Nº 00242020 of the Registry of Logal Entities of Lima;
Subscriber's Nominee means Barrick Gold Corporation or a wholly-owned subsidiary of Barrick Gold Corporation nominated in accordance with clause 2.3;
Subscription Date means 3 Business Days after the date of this document or any other date agreed in writing between the Subscriber and the Company;
Subscription Shares means 75,000,000 Shares;
Subsidiary has the meaning given in section 9 of the Act;
Transaction Documents means this agreement, the Agreement to Extinguish Buy Back Right, the Company's counsel's opinion letter and any other documents annexed, attached or referred to in any of those documents;
Warranty means:
- in relation to the Company, a representation and warranty, given by the Company in this (a) document, including those set out in clause 3.1, and
- in relation to the Subscriber, a representation and warranty, given by the Subscriber in $(b)$ this document, being those set out in clause 3.2.
$6.2$ Interpretation
In this document unless the context otherwise requires:
7627826.4 SZW NSY
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| $\left( a\right)$ | clause and subclause headings are for reference purposes only; |
| (b) | the singular includes the plural and vice versa; |
| (c) | words denoting any gender include all genders; |
| $\mathbf{d}$ | reference to a person includes any natural person, company or governmental agency or any other entity recognised by law and vice versa; |
| (e) | reference to a company includes any company, body corporate, corporation, trust, partnership, joint venture, or any other incorporated or unincorporated body, association, society, organisation or entity; |
| $\circ$ | reference to a claim includes any claim, demand, right, request, requisition, requirement, direction, action, application, proceeding, allegation or legal action, whether actual, commenced, anticipated, threatened or potential; |
| (g) | reference to accuracy in relation to any information, fact, agreement or record means that the information, fact, agreement or record is true, accurate, complete and up-to-date in all respects; |
| (h) | reference to an agreement includes any arrangement, undertaking, understanding or course of dealing, whether formal or informal, whether or not having legal or equitable force, and whether or not in writing; |
| $\bf{u}$ | reference to writing includes any means of electronic communication or reproduction of words; |
| G) | where a word or phrase is defined its other grammatical forms have a corresponding meaning; |
| (k) | any reference to a party to this document includes its successors and permitted assigns; |
| (1) | any reference to any agreement or document includes that agreement or document as amended at any time; |
| (m) | the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it; |
| (n). | an agreement, representation or warranty on the part of two or more persons binds them jointly and severally; |
| (o) | an agreement, representation or warranty on the part of two or more persons is for the benefit of them jointly and severally; |
| (ቃ) | when a thing is required to be done or money required to be paid under this document on a day which is not a Business Day, the thing must be done and the money paid on the immediately preceding Business Day; and |
| $\left( q\right)$ | reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated. |
l,
Executed as an agreement.
Signed on behalf of Placer Dome Del Peru S.A.C by its authorised representative in the presence of:
nė:
Clawya Anarea Valdivia Infant Print name
AV. Manuel Olgein 375, PGO II, SUCCO Print address $C_1$ $C_2$ $C_3$ $C_4$ $C_5$
Executed by Metminco Limited ABN 43 119 $759\,349$ in accordance with section $127$ of the Corporations Act 2001 (Cth):
Secretary/Director
Print name
7627826.4 SZW NSY
Signature of authorised person Paolo $5 - 10$ B-Abad 47450 Frint name of authorised person
ä,
Director
Î, $\ddot{\phantom{a}}$
Print name
| ٠ 16 |
||
|---|---|---|
| Executed as an agreement, | ||
| Signed on behalf of Placer Dome Del Peru S.A.C | ||
| by its authorised representative in the presence of: | ||
| Witness | Signature of authorised person |
Executed by Metminco Limited ABN 43 119
759 349 in accordance with section 127 of the Corporations Act 2001 (Cth): Chairman/ iracto Anterio David W
$\ddot{\phantom{0}}$
Print name
7627526.4 SZW NSY
$\ddot{\phantom{a}}$ ï Director UER GARD I. FRANCISTS Print name
$\cdot$
CLAYTON UTZ
J.
Novation deed
Placer Dome Del Peru S.A.C
Subscriber
Barrick Gold Corporation
Subscriber Nominee
Metminco Limited
Company
Clayton Utz
Lawyers
Level 18–333 Collins Street Melbourne VIC–3000 Australia
DX 38451–332 Gollins VIC
T +61 3 9286 6000 F +61 3 9629 6488
www.elaytonutz.com
Our raference 943/16153/80118791
Legal303855860.3
$\cdot$ $\cdot$
$\mathbf i$
Contents
$\ddot{\phantom{a}}$
$\ddot{\phantom{0}}$
| 1. | Definitions and Interpretation | ||
|---|---|---|---|
| 1.1 1.2 |
Definitions Interpretation |
||
| 2. | Novation www.manament.com/november 2007/09/09/09/09/09/09/09/09/09/09/09/09/09/ | ||
| 2.1 2.2 2.3 2.4 |
Nomination of Subscriber's Nominee under Subscription Agreement Rights and obligations of Subscriber Nominee Rights and obligations of Company Release of Subscriber |
||
| 2.5 2.6 2.7 |
Release of Company Obligations and liabilities arising before Nominee Election Date 3 Notices |
||
| з. | Warranties | ||
| 3.1 3.2 |
Authority and capacity Reliance |
||
| 4. | General | ||
| 4.1 4.2 4.3 4.4 4.6 |
Amendments Counterparts Costs . Further acts and documents Saving |
||
| 5. | Governing law and jurisdiction |
Legal\303855860.3
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Novation deed dated
April 2011
Parties
Placer Dome Del Peru S.A.C a company registered in the Republic of Peru, National Taxpayer Registry Nº 20197226944, recorded under the certificate N° 00242020 of the Registry of Legal Entities of Lima (Subscriber)
Barrick Gold Corporation of Brookfield Place, Canada Trust Tower Suite 3700,. 161 Bay Street, P.O. Box 212 Toronto, Ontario, Canada M5J2S1 (Subscriber Nominee)
Metminco Limited ABN 43 119 759 349 of Level 6, 122 Walker St, North Sydney, NSW, 2060, Australia (Company)
Background
- A. The Subscriber and the Company are parties to the Subscription Agreement.
- В. The Subscriber Nominee has been nominated under clause 2.3 of the Subscription Agreement to be the subscriber nominee of the Subscriber.
- c. In addition to the matters agreed between the Subscriber and the Company under clause 2.3 of the Subscription Agreement, the Subscriber and the Subscriber Nominee intend that, from the Nomines Election Date, the Subscriber Nominee should acquire and be entitled to all the benefits of the Subscription Agreement and should assume, perform and discharge the Subscriber's obligations and liabilities under the Subscription Agreement.
- D. In consideration of the mutual representations, warranties and covenants contained in this deed and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the partias), the parties wish to release and discharge the Subscriber from the Subscription Agreement and to substitute the Subscription Agreement with a new agreement between the Subscriber Nominee and the Company on the terms of this deed.
Operative provisions
1. Definitions and interpretation
$1.1$ Definitions
In this deed:
Nominee Election Date means any date notified in writing by the Subscriber to the Company, being on or prior to the Subscription Date.
Subscription Agreement means the share subscription agreement between Placer Dome Del Peru S.A.C a company registered in the Republic of Peru, National Taxpayer Registry N° 20197226944, recorded under the certificate N° 00242020 of the Registry of Legal Entities of Lima and Metminco Limited ABN 43 119 759 349 dated 20 April 2011.
Subject to the foregoing, any other capitalised terms in this deed will have the meaning given to those terms in the Subscription Agreement.
$1.2$ . Interpretation
Clause 6.2 of the Subscription Agreement applies to this deed, except that a reference to "this document" in that clause will be taken to be a reference to "this deed".
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| 2. | Novation | |
|---|---|---|
| 2,1 | Nomination of Subscriber's Nominee under Subscription Agreement | |
| For the purpose of clause 2.3 of the Subscription Agreement, the Subscriber hereby nominates and the Company hereby accepts the nomination of the Subscriber's Nominee to subscribe for the Subscription Shares under the Subscription Agreement. |
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| 2,2 | Rights and obligations of Subscriber Nominee | |
| Without limiting the generality or effect of clause 2.1 above, the parties acknowledge and agree that, with effect from the Nominee Election Date, the Subscriber Nominee: |
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| is entitled to all rights and benefits under the Subscription Agreement to which, but (a) for this deed, the Subscriber would have been entitled as and from the Nominee Election Date; |
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| will perform all obligations and discharge all liabilities under the Subscription (b) Agreement which, but for this deed, the Subscriber would have been required to perform or discharge at and after the Nominee Election Date; and |
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| is bound by and will comply with all other provisions of the Subscription (c) Agreement by which, but for this deed, the Subscriber would have been bound at and after the Nominee Election Date, except with respect to the Subscriber's obligations under clause 2.1(b) of the Subscription Agreement, |
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| as if the Subscriber Nomines had been a party to the Subscription Agreement instead of the Subscriber. |
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| 2.3 | Rights and obligations of Company | |
| Without limiting the generality or effect of clause 2.1 above, the parties acknowledge and agree that, with effect from Nominee Election Date the Company: |
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| is entitled to all rights and benefits under the Subscription Agreement to which, but (a) for this deed, it would have been entitled as and from the Nominee Election Date; |
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| will perform all obligations and discharge all liabilities under the Subscription $\left(\mathbf{b}\right)$ Agreement which, but for this deed, it would have been required to perform or discharge at and after Nominee Election Date; and |
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| is bound by and will comply with all other provisions of the Subscription (c) Agreement by which, but for this deed, it would have been bound at and after Nominee Election Date. |
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| as if the Subscriber Nominee had been a party to the Subscription Agreement instead of the Subscriber. |
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| 2,4 | Release of Subscriber | |
| With effect from the Nominee Election Date, the Company releases the Subscriber from all obligations and liabilities under the Subscription Agreement (other than clause 2.1(b) thereof) to be performed or discharged at or after the Nominee Election Date. |
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| 2.5 | Release of Company | ||||
|---|---|---|---|---|---|
| . With effect from the Nominee Election Date, the Subscriber releases the Company from all obligations and liabilities under the Subscription Agreement to be performed or discharged at or after the Nominee Election Date. |
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| 2.6 | Obligations and liabilities arising before Nominee Election Date Nothing in this deed releases the Subscriber or the Company from any obligation or liability under the Subscription Agreement arising before Nominee Election Date and the Subscriber Nominee does not assume any obligation or liability of this type, |
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| 2.7 | Notices | ||||
| to time): | For the purposes of clause 5.4(d) of the Subscription Agreement the address for service shall be as follows (or as otherwise notified by the Subscriber Nominee to the Company from time |
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| Name: | Barrick Gold Corporation | ||||
| Address: | Brookfield Place, Canada Trust Tower Suite 3700, 161 Bay Street, P.O. Box 212 Toronto, Ontario, Canada M5J2S1 |
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| Fax number: | (416) 861-8243. | ||||
| Attention: | General Counsel | ||||
| З. | Warranties | ||||
| 3.1 | Authority and capacity | ||||
| Each party severally warrants to each other party as at the date of execution of this deed and as at the Nominee Election Date that: |
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| (a) | it is a company properly incorporated and validly existing under the laws of the country or jurisdiction of its incorporation or registration; |
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| (b) | it has the legal right and full corporate power and capacity to: | ||||
| execute and deliver this deed; and (ī) |
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| (Ii) perform its obligations under this deed, |
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| and has obtained all necessary authorisations and consents and taken all other actions necessary to enable it to do so; |
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| (c) | this deed constitutes (or will when executed constitute) valid legal and binding obligations of that party in accordance with its terms; |
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| (d) | the execution, delivery and performance of this deed by that party does not and will not result in a breach of or constitute a default under: |
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| O) any agreement to which it is party; |
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| any provision of its constitution; or (li) |
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$3.2$ Reliance
The parties acknowledge that in entering into this deed they have each relied on the warranties in clause 3.1.
4. General
$4.1$ Amendments
This deed may only be varied by a deed executed by or on behalf of each party.
$4.2$ Counterparts
This deed may be executed in any number of counterparts and by the parties on separate counterparts. Bach counterpart constitutes the deed of each party who has executed and delivered that counterpart.
$4.3$ Costs
Except as otherwise provided in this deed, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this deed.
$4.4$ Further acts and documents
Each party must promptly do, and procure that its employees and agents promptly do, all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by another party to give effect to this deed.
4,5 Saving
Each of the parties acknowledges and agrees that, except as expressly set out herein, this deed does not in any way limit, prejudice or constitute a walver of any of the rights of any party under the Subscription Agreement, which will otherwise continue to apply in full force and effect without any variation to its terms as from and notwithstanding the Nominee Election Date.
5. Governing law and jurisdiction
This deed is governed by the law applying in the State of Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts having jurisdiction in that state and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this deed.
Legal 303855860.3
Executed as a deed,
Executed by Metrninco Limited ABN 43 119 759 649 in accordance with section 127 of. the Corporations Act 2001 (Cth):
Signature of director
Full name of director
Executed on behalf of Placer Dome Del
Peru S.A.C by its authorised representative in the presence of:
Signature of witness
Full name of witness
Full name of company secretary/director
Signature of company authorised person
Signature of company secretary/director
Full name of company authorised person
Executed on behalf of Barrick Gold
Corporation by its authorised representative in the presence of:
Sign
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Signature of witnes
Sim Psor 'A vi Q Full name of witness
Signature of company authorised person
At-13-rea £ 2044-622
Pull nome of company authorised person
Signable of company authorised person
Sybil E. Veehman
Full name of onlet Vice-Bushinghess
Full name of Muras Wealthinghesson
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Executed as a deed.
Executed by Metminco Limited ABN 43
119 759 649 in accordance with section 127 of the Corporations Act 2001 (Cth):
Signature of director
Full name of director
Signature of company secretary/director
Full name of company secretary/director
Executed on behalf of Placer Dome Del Peru S.A.C by its authorised representative in the presence of:
Sign ufro of
Clausia mosaeo valdivia Infant
Executed on behalf of Barrick Gold Corporation by its authorised representative in the presence of:
Signature of witness
Pull name of witness
Signature of witness
Pull name of witness
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Signature of/company authorised person
Paolo Seindro Abail Bajarent Full name of company authorised person
Signature of company authorised person
Full name of company authorised person
Signature of company authorised person
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Full name of company authorised person
Executed as a deed, Executed by Metminco Limited ABN 43
119 769 649 in accordance with section 127 of the Corporations Act 2001 (Cth): Signature of company secretary/director. Signature of director ODDI ∆ [ÆR_6A N.A FRAN-CAJ LA Full name of director Full name of company secretary/director Executed on behalf of Placer Dome Del
Peru S.A.C by its authorised representative in the presence of: Signature of witness Signature of company authorized person Full name of witness Full name of company authorised person Executed on behalf of Barrick Gold
Corporation by its authorised representative in the presence of: Signature of witness Signature of company authorised person Full name of witness Full name of company authorised person Signature of witness Signature of company authorised person Full name of witness Full name of company authorised person 7631163,1 TEV TSV Legal\303855860.3