SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of April 12, 2016 BETWEEN PRETIUM RESOURCES INC. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • June 10th, 2016 • Pretium Resources Inc. • Metal mining • British Columbia
SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of April 12, 2016 between PRETIUM RESOURCES INC., a corporation organized under the laws of Canada (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC., a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
PRETIUM RESOURCES INC. AND NEWCREST BC MINING LTD. AND NEWCREST MINING LTD. ARRANGEMENT AGREEMENT NOVEMBER 8, 2021Arrangement Agreement • November 17th, 2021 • Pretium Resources Inc. • Metal mining • British Columbia
NEWCREST MINING LIMITED, a corporation existing under the laws of Australia with its head office at Level 8, 600 St. Kilda Road, Melbourne VIC 3004, Australia (the “Purchaser”)
PRETIUM RESOURCES INC. as Issuer, as U.S. Trustee and as Canadian Trustee Indenture Dated as ofIndenture • July 18th, 2014 • Pretium Resources Inc. • Metal mining • New York
INDENTURE, dated as of [•] between PRETIUM RESOURCES INC., a corporation duly incorporated and existing under the laws of the Province of British Columbia (herein called the “Company”), having its principal executive offices at 570 Granville Street, Suite 1600, Vancouver, British Columbia, Canada, V6C 3P1 and [•], a [•] existing under the laws of [•], as U.S. trustee (herein called the “U.S. Trustee”), and [•], a trust company duly organized and existing under the laws of [•], as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
COMMON SHARES PRETIUM RESOURCES INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2016 • Pretium Resources Inc. • Metal mining • New York
Pretium Resources Inc., a corporation organized and existing under the laws of British Columbia (the “Company”), proposes to issue and sell, subject to the terms and conditions stated herein, to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 26,210,000 common shares (the “Firm Shares”), without par value. In addition, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, the Company grants to the Underwriters the option to purchase up to an additional 2,174,000 common shares (the “Additional Shares”). The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. CIBC World Markets Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. are acting as lead managers (the “Lead Managers”) in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia
AMENDED AND RESTATED CREDIT AGREEMENT made as of August 9, 2021 among PRETIUM RESOURCES INC. as Borrower and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and THE BANK OF NOVA SCOTIA as Administrative Agent and THE BANK OF NOVA SCOTIA, ING...Credit Agreement • September 14th, 2021 • Pretium Resources Inc. • Metal mining • British Columbia
As of the Closing Date, the initial Applicable Margin shall be based upon the Net Leverage Ratio (Applicable Margin) calculated on a pro forma basis as set out in the Compliance Certificate of the Borrower delivered to the Administrative Agent pursuant to Section 4.1(10). Thereafter, the Applicable Margin shall change (to the extent necessary, if any) on each date on which the financial statements and Compliance Certificate of the Borrower are delivered to the Administrative Agent pursuant to Section 5.1(1) to reflect any change in the Net Leverage Ratio (Applicable Margin) effective as of the date of such financial statements, based upon the financial statements for the immediately preceding Rolling Period, or if such day is not a Business Day, then the first Business Day thereafter; provided that, with respect to any Bankers’ Acceptance outstanding on the effective date of any such change in Applicable Margin, any change in the Applicable Margin with respect thereto shall become appl
OFFTAKE AGREEMENTOfftake Agreement • February 19th, 2016 • Pretium Resources Inc. • Metal mining • British Columbia
ORION CO-INVESTMENTS II (STREAM) LIMITED, An exempted company formed under the laws of Bermuda, in its capacity as the Purchasers’ Agent.
PROPERTY PURCHASE AGREEMENTProperty Purchase Agreement • December 7th, 2020 • Pretium Resources Inc. • Metal mining • British Columbia
AND WHEREAS Pretium desires to sell, and the Purchaser desires to purchase, the Purchased Assets upon and subject to the terms and conditions set out in this Agreement;
UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia
CREDIT AGREEMENT BETWEEN PRETIUM RESOURCES INC. as Borrower -and- PRETIUM EXPLORATION INC. and 0890696 B.C. LTD. as Guarantors -and- ORION CO-INVESTMENTS II (ED) LIMITED and BTO MIDAS L.P. AND THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME as...Credit Agreement • February 19th, 2016 • Pretium Resources Inc. • Metal mining • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
DELIVERY AGREEMENT made and entered into in the City of Vancouver, Province of British Columbia, this 8th day of April, 2011Delivery Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia
PRETIUM RESOURCES INC., a company incorporated under the laws of British Columbia with an office in the City of Vancouver in the Province of British Columbia;
NOTICE OF CHANGE IN CORPORATE STRUCTUREPretium Resources Inc. • March 16th, 2022 • Metal mining
Newcrest entered into an arrangement agreement dated November 8, 2021 (as amended on December 13, 2021 and on January 19, 2022) by and among Newcrest, Pretivm, Newcrest BC Mining Ltd., an indirect wholly-owned subsidiary of Newcrest (the “Arrangement Agreement”) pursuant to which, Newcrest agreed to acquire through its indirect wholly owned subsidiary, Newcrest BC Mining Ltd., all of the issued and outstanding common shares (“Pretivm Shares”) of Pretivm (the “Arrangement”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia
THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the mutual agreements set out herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties to this Agreement, the parties agree as follows:
WARRANT INDENTUREWarrant Indenture • January 9th, 2012 • Pretium Resources Inc. • British Columbia
We understand that the Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act and that the Shares have not been and will not be registered under the U.S. Securities Act. We further understand that any Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of paragraph (d) above.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia
THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the mutual agreements set out herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties to this Agreement, the parties agree as follows:
