EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated as of October 16, 2009 between Barrick Gold Corporation Barrick (PD) Australia Finance Pty Ltd and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC as Initial PurchasersExchange and Registration Rights Agreement • November 9th, 2009 • Barrick (PD) Australia Finance Pty LTD • Gold and silver ores • New York
This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of October 16, 2009, between Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Company”), Barrick (PD) Australia Finance Pty Ltd, a corporation existing under the laws of the Commonwealth of Australia (“BPDAF” and, collectively with the Company, the “Issuers”), and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., CIBC World Markets Corp., HSBC Securities (USA) Inc., SG Americas Securities, LLC, Banc of America Securities LLC, Goldman, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc., RBS Securities Inc., Standard Chartered Bank, TD Securities (USA) LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, RBC Capital Markets Corporation, Scotia Capital (USA) Inc. and Brookfield Financia
PURCHASE AGREEMENTPurchase Agreement • November 9th, 2009 • Barrick (PD) Australia Finance Pty LTD • Gold and silver ores
Barrick (PD) Australia Finance Pty Ltd, an Australian proprietary limited company (“BPDAF”), proposes to issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”) (i) US$400,000,000 aggregate principal amount of BPDAF’s debt securities due 2020 (the “2020 Notes”), and (ii) US$850,000,000 aggregate principal amount of BPDAF’s debt securities due 2039 (the “2039 Notes” and, together with the 2020 Notes, the “Notes”), in each case to be issued under the indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 4 hereof), among Barrick Gold Corporation, an Ontario corporation (the “Parent”), BPDAF and The Bank of New York Mellon, as trustee (the “Trustee”). The Notes will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest by the Parent pursuant to the Indenture and guarantees endorsed on the certificates evidencing the Notes (the “Guarantees”). The Notes and the Guarante
