EXHIBIT 3.1Underwriting Agreement • November 10th, 2004 • Placer Dome Inc • Gold and silver ores • British Columbia
betweenRights Agreement • April 26th, 2004 • Placer Dome Inc • Gold and silver ores • Ontario
SUPPORT AGREEMENT between BARRICK GOLD CORPORATION - and - PLACER DOME INC. December 22, 2005Support Agreement • December 28th, 2005 • Placer Dome Inc • Gold and silver ores • Ontario
WHEREAS Barrick has made an offer, as amended and extended by notice to Barrick's depositary under the Offer dated December 15, 2005, (the "Original Offer") to acquire all of the Shares (as hereinafter defined) for, at the election of the holder of Shares, $20.50 in cash or 0.7518 of a Barrick Common Share (as hereinafter defined) plus $0.05 in cash per Share, subject in each case to pro ration;
REGISTRATION RIGHTS AGREEMENT Dated as of October 10, 2003 between PLACER DOME INC. and CITIGROUP GLOBAL MARKETS INC., and MORGAN STANLEY & CO. INCORPORATEDRegistration Rights Agreement • March 23rd, 2004 • Placer Dome Inc • Gold and silver ores • New York
This Agreement is made pursuant to the Purchase Agreement dated October 7, 2003 between the Company and the Representatives (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of an aggregate of U.S.$300,000,000 principal amount of the Company’s 6.45% Debentures due 2035 (the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of March 6, 2003 between PLACER DOME INC., a corporation duly organized and existing under the Canada Business Corporations Act (the “Company”), and DEUTSCHE BANK TRUST...First Supplemental Indenture • May 9th, 2003 • Placer Dome Inc • Gold and silver ores • New York
We understand that the Debentures are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that the Debentures have not been registered under the Securities Act, and we agree, on our own behalf and on behalf of each account for which we acquire any Debentures, that if in the future we decide to offer, resell, pledge or otherwise transfer such Debentures, such Debentures may be offered, resold, pledged or otherwise transferred only (i) to the Company or any of its subsidiaries, (ii) to a person whom we reasonably believe is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A, (iii) to a person whom we reasonably believe is an Institutional Accredited Investor purchasing for its own account or for the account of one or more other Institutional Accredited Investors over which it exercises sole investment discretion and that, prior to the transfer,
Barrick and Placer Dome Reach Agreement on Offer Valued at $22.50 per Share December 22, 2005Support Agreement • December 22nd, 2005 • Placer Dome Inc • Gold and silver ores
This news release contains "forward-looking statements" that are subject to risk factors and assumptions set out in the cautionary note contained within this news release. All amounts are in United States ("U.S.") dollars, in accordance with U.S. generally accepted accounting principles ("GAAP").
REGISTRATION RIGHTS AGREEMENT Dated as of October 10, 2003 between PLACER DOME INC. and CITIGROUP GLOBAL MARKETS INC., and MORGAN STANLEY & CO. INCORPORATEDRegistration Rights Agreement • March 24th, 2004 • Placer Dome Inc • Gold and silver ores • New York
This Agreement is made pursuant to the Purchase Agreement dated October 7, 2003 between the Company and the Representatives (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of an aggregate of US$200,000,000 principal amount (the “Firm Securities”) of the Company’s 2.75% Convertible Senior Debentures due 2023, and an additional US$30,000,000 aggregate principal amount (the “Additional Securities” and collectively with the Firm Securities, the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of October 10, 2003 between PLACER DOME INC., a corporation duly organized and existing under the Canada Business Corporations Act (the “Company”), and DEUTSCHE BANK TRUST...Second Supplemental Indenture • March 23rd, 2004 • Placer Dome Inc • Gold and silver ores • New York
We understand that the Debentures are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that the Debentures have not been registered under the Securities Act, and we agree, on our own behalf and on behalf of each account for which we acquire any Debentures, that if in the future we decide to offer, resell, pledge or otherwise transfer such Debentures, such Debentures may be offered, resold, pledged or otherwise transferred only (i) to the Company or any of its subsidiaries, (ii) to a person whom we reasonably believe is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A, (iii) to a person whom we reasonably believe is an Institutional Accredited Investor purchasing for its own account or for the account of one or more other Institutional Accredited Investors over which it exercises sole investment discretion and that, prior to the transfer,
