SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN NORTHGATE EXPLORATION LIMITED AND COMPUTERSHARE TRUST COMPANY OF CANADA Made as of March 11, 2004Shareholder Rights Plan Agreement • April 14th, 2004 • Northgate Exploration LTD • Gold and silver ores • British Columbia
A = the aggregate number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and
AMENDING AGREEMENTArrangement Agreement • September 26th, 2011 • Northgate Minerals CORP • Gold and silver ores • British Columbia
WHEREAS the Purchaser and Northgate entered into an arrangement agreement made as of August 28, 2011 (the “Arrangement Agreement”);
UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2009 • Northgate Minerals CORP • Gold and silver ores • Ontario
CIBC World Markets Inc. (“CIBC”), Scotia Capital Inc., Canaccord Capital Corporation, Credit Suisse Securities (Canada), Inc., Genuity Capital Markets, Merrill Lynch Canada Inc., Research Capital Corporation, TD Securities Inc. and UBS Securities Canada Inc. and (collectively, the “Underwriters” and each individually, an “Underwriter”) hereby severally, and not jointly or jointly and severally, offer to purchase from Northgate Minerals Corporation (the “Corporation”) in the respective percentages set forth in Section 18 hereof, an aggregate of 34,300,000 common shares of the Corporation (each, a “Common Share”) at a price of $2.92 per Common Share (the “Offering Price”). The aggregate of 34,300,000 Common Shares being purchased by the Underwriters as described in the first sentence of this paragraph are referred to herein as the “Purchased Shares”.
AURICO GOLD INC. and NORTHGATE MINERALS CORPORATION ARRANGEMENT AGREEMENTArrangement Agreement • September 7th, 2011 • Northgate Minerals CORP • Gold and silver ores • British Columbia
WHEREAS AuRico and Northgate propose to effect a business combination by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia);
TENTATIVE LABOUR AGREEMENT REACHED AT NORTHGATE’S KEMESS MINECollective Agreement • May 21st, 2008 • Northgate Minerals CORP • Gold and silver ores
This news release contains certain "forward-looking statements" and "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," or "continue" or the negative thereof or variations thereon or similar terminology. Forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. Certain of the statements made herein by Northgate Minerals Corporation ("Northgate") including those related to future financial and operating performance and those related to Northgate’s future exploration and development activities, are forward-looking and subject to important risk factors and uncertainties, many of which are beyond the Corporation’s ability to control or
Northgate Minerals Corporation Provides Information Concerning Conversion Rights for Holders of theArrangement Agreement • October 4th, 2011 • Northgate Minerals CORP • Gold and silver ores
VANCOUVER, October 3, 2011 – (All figures in US dollars except where noted) As previously announced, Northgate Minerals Corporation (the “Company”) (TSX: NGX; NYSE Amex: NXG) has entered into an Arrangement Agreement (the “Arrangement Agreement”), dated as of August 29, 2011, by and among the Company and AuRico Gold Inc. (“AuRico”), pursuant to which, among other things and subject to the satisfaction of certain conditions to effectiveness, AuRico will acquire all of the issued and outstanding common shares of the Company in accordance with a court-approved plan of arrangement of the Company under the British Columbia Business Corporations Act (the “Arrangement”). Assuming the Arrangement becomes effective, each shareholder of the Company will receive 0.365 of an AuRico common share for each common share of the Company. Currently, the parties expect the effective date of the Arrangement to occur on or about October 26, 2011.
Northgate Minerals Corporation $150,000,000 Principal AmountUnderwriting Agreement • September 30th, 2010 • Northgate Minerals CORP • Gold and silver ores • New York
The Notes will be issued pursuant to an indenture as amended and supplemented by a first supplemental indenture (as amended and supplemented, the “Indenture”) each to be dated as of the date of purchase of the Firm Notes, between the Company and The Bank of New York and BNY Trust Company of Canada, as co-trustees (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, common shares, without par value (“Common Shares”), of the Company (the “Shares”).
VOTING AGREEMENTVoting Agreement • September 7th, 2011 • Northgate Minerals CORP • Gold and silver ores • Ontario
WHEREAS each Shareholder is the registered and/or direct or indirect beneficial owner of the issued and outstanding common shares in the capital of AuRico Gold Inc. (“AuRico” or the “Corporation”) and/or the issued and outstanding Convertible Securities (as defined herein) set forth opposite such Shareholder’s name on Schedule A hereto;
VOTING AGREEMENTVoting Agreement • September 7th, 2011 • Northgate Minerals CORP • Gold and silver ores • Ontario
WHEREAS each Shareholder is the registered and/or direct or indirect beneficial owner of the issued and outstanding common shares in the capital of Northgate Minerals Corporation (“Northgate” or the “Corporation”) and/or the issued and outstanding Convertible Securities (as defined herein) set forth opposite such Shareholder’s name on Schedule A hereto;
Xstrata Copper Letterhead]Purchase Agreement • May 21st, 2008 • Northgate Minerals CORP • Gold and silver ores • Ontario
Xstrata Copper Canada, a business unit of Falconbridge Ltd., ("Buyer") agrees to purchase from Northgate Minerals Corporation, ("Seller) Copper Concentrate, ("concentrate") as produced from the Kemess South mine, ("the Mine") operated by Seller and located in north-central British Columbia, with analysis as set out below.
TERMINATION AGREEMENTTermination Agreement • September 7th, 2011 • Northgate Minerals CORP • Gold and silver ores • British Columbia
Reference is made to (i) the arrangement agreement between Northgate Minerals Corporation (“Northgate”) and Primero Mining Corp. (“Primero”) dated July 12, 2011 (the “Arrangement Agreement”) and (ii) the notice from Northgate to Primero pursuant to subsection 6.4(a) of the Arrangement Agreement regarding the bona fide unsolicited written proposal made by AuRico Gold Inc. dated August 28, 2011 (the “AuRico Proposal”).
