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Exhibit 1.2
Pricing Agreement
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 24, 1997
Dear Sirs:
Echo Bay Mines Ltd., a Canadian corporation ("Echo Bay"),
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated March 24, 1997 (the "Underwriting Agreement"), between Echo
Bay on the one hand and Xxxxxxx, Sachs & Co. on the other hand, to issue and
sell to the Underwriter named in Schedule I hereto (the "Underwriter") the
Securities specified in Schedule II hereto (the "Designated Securities"
consisting of Firm Securities and any Optional Securities, if any, the
Underwriter may elect to purchase). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in
relation to the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing Agreement. Unless
otherwise defined herein, terms defined in the Underwriting Agreement are used
herein as therein defined.
An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, Echo Bay agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
Echo Bay, at the time and place and at the purchase price to the Underwriter
set forth in Schedule II hereto, the number of Firm Securities set forth
opposite the name of such Underwriter in Schedule I hereto
If the foregoing is in accordance with your understanding,
please sign and return to us 4 counterparts hereof, and upon acceptance
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hereof by you, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall
constitute a binding agreement between the Underwriter and Echo Bay.
Very truly yours,
ECHO BAY MINES LTD.,
by /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
ACCEPTED AS OF THE DATE HEREOF:
XXXXXXX, XXXXX & CO.,
by /s/ Xxxxxxx, Sachs & Co.
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(Xxxxxxx, Xxxxx & Co.)
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SCHEDULE I
Underwriter
Aggregate Principal
Amount of Firm
Name of Underwriter Securities Purchased
------------------- --------------------
Xxxxxxx, Sachs & Co. U.S.$100,000,000
TOTAL U.S.$100,000,000
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SCHEDULE II
Title of Firm Securities:
11% Capital Securities Due 2027
Aggregate Principal Amount of Firm Securities:
U.S. $100,000,000
Initial Offering Price to Public:
100% per Firm Security
Purchase Price by the Underwriter:
100% per Firm Security
Commission Payable to the Underwriter:
$28.75 per $1,000 in principal amount of Firm Security
Special Funds for Payment of Purchase Price:
Wire transfer of Federal (Same Day) Funds
Time of Delivery:
March 27, 1997
Closing Location for Delivery of Securities:
Cravath, Swaine & Xxxxx
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Special Provision(s):
Paragraph (e) of Section 5 of the Underwriting Agreement shall be in
effect from the date of this Agreement to the date of original
issuance.
Interest Payment Dates:
April 1, October 1
Redemption Prices:
The Firm Securities shall be subject to the redemption provisions
contained in the Indenture and the Prospectus.
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Interest Rate:
11% per annum, or 12% per annum during any Extension Period.
Default Interest Rate:
12%
Record Date for non-DTC security:
March 15, September 15
