FIRST AMENDMENT TO IMPLEMENTATION AGREEMENT

Exhibit 99.1

FIRST AMENDMENT TO IMPLEMENTATION AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”) made the 30th day of June, 0000,

X X X X X X X:

XXXXXXX GOLD CORPORATION,

a corporation existing under the laws of

the Province of British Columbia,

(hereinafter referred to as “Barrick”),

– and –

NEWMONT GOLDCORP CORPORATION,

a corporation existing under the laws of

the State of Delaware, formerly known as

Newmont Mining Corporation,

(hereinafter referred to as “Newmont”),

to that certain Implementation Agreement (the “Agreement”), dated as of March 10, 2019, by and between Barrick and Newmont. Barrick and Newmont sometimes are referred to in this Amendment collectively as the “Parties” and each individually as a “Party.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

WHEREAS the Agreement provides for the contribution by Barrick and Newmont of the Barrick Contributed Assets and the Newmont Contributed Assets, respectively, to the JV Company on the terms and conditions set forth therein;

AND WHEREAS the Parties desire to amend the Agreement to confirm agreements they have reached in relation to the Agreement.

NOW THEREFORE THIS AMENDMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each Party), the Parties agree as follows:

ARTICLE 1

AMENDMENTS

A.	Amendment to Section 1.1 – Definitions

Each of the defined terms in the lettered paragraphs (h), (k), (p), (r), (fff), (iii), (ooo), (qqq), (zzz) and (nnnn) under Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following defined term set forth in the corresponding lettered paragraph:

(h)

“Barrick Assumed Liabilities” means all Liabilities of the Barrick Parties relating to or associated with the Barrick Contributed Assets, including Environmental Liabilities but excluding third party debt (other than short term ordinary course

liabilities), shareholder loans for borrowed money and the Barrick Retained Tax Liabilities;

(k)

“Barrick Excluded Assets” means: all (i) Excluded Inventory and accounts receivable resulting from the sale of mine site production prior to the Closing Date; (ii) cash and cash equivalents; (iii) insurance claims or proceeds; (iv) indebtedness owing by Barrick or an Affiliate of Barrick to a Barrick Party; (v) Tax refunds and rights to Tax refunds of the Barrick Parties; (vi) intercompany service agreements between or among one or more Barrick Parties, on the one hand, and any other Barrick Party or Affiliate of Barrick, on the other hand; and (vii) the assets set out in Section 1.1(k) of the Barrick Disclosure Letter;

(p)

“Barrick Parties” means, collectively, Barrick, Barrick Holdco, Xxxxxxx Gold Exploration Inc., Barrick Turquoise Ridge Inc., Turquoise Ridge Joint Venture, Xxxxxxx Xxxxxx LLC (formerly known as Xxxxxxx Xxxxxx Inc.), Xxxxxx Joint Venture, NGM Xxxxxx LLC, Xxxxxxx Gold Finance Inc., Xxxxxxx Gold U.S. Inc., Barrick Goldstrike Mines Inc., Homestake Mining Company of California, Lac Minerals (USA) LLC, Xxxxxx Mining Company, Barrick Storm Inc., Barrick Holding Co., Xxxxxxx Gold of North America, Inc., Barrick Bullfrog Inc. and each other Affiliate of Barrick that holds properties located in the Area of Interest;

(r)

“Barrick Properties” means (i) all of the properties of the Barrick Parties located in the Area of Interest other than the Fourmile Project and the Buckhorn, Wood Gulch and Xxxxxx closure properties described in Schedule 1.1(e) and (ii) those properties of the Barrick Parties specifically described in Schedule 1.1(r);

(fff)

“Newmont Assumed Liabilities” means all Liabilities of the Newmont Parties relating to or associated with the Newmont Contributed Assets, including Environmental Liabilities but excluding third party debt (other than short term ordinary course liabilities), shareholder loans for borrowed money, the Newmont Retained Tax Liabilities and the Copper Basin Retained Liabilities;

(iii)

“Newmont Excluded Assets” means: all (i) Excluded Inventory and accounts receivable resulting from the sale of mine site production prior to the Closing Date; (ii) cash and cash equivalents; (iii) insurance claims or proceeds; (iv) indebtedness owing by Newmont or an Affiliate of Newmont to a Newmont Party; (v) Tax refunds and rights to Tax refunds of the Newmont Parties; (vi) intercompany service agreements between or among one or more Newmont Parties, on the one hand, and any other Newmont Party or Affiliate of Newmont, on the other hand; and (v) the assets set out in Section 1.1(iii) of the Newmont Disclosure Letter;

(ooo)

“Newmont Parties” means, collectively, Newmont, Newmont Holdco, Pittston Nevada Gold Company, Ltd., West Pequop Project LLC, Newmont USA Limited, Newmont GTR LLC, Elko Land and Livestock Company, ELLC Grazing Membership LLC, Fronteer Development (USA) LLC, Fronteer Royalty LLC, Hospah Holdings Company, Nevada Eagle Resources LLC, Newmont Capital Limited, Newmont North America Exploration Limited and each other Affiliate of Newmont that holds properties located in the Area of Interest;

(qqq)

“Newmont Properties” means all of the properties of the Newmont Parties located in the Area of Interest other than the Fiberline Project, the Xxxx Project, and Mule Canyon, Buffalo Valley-Trenton Canyon and Ivanhoe-Hollister closure properties described in Schedule 1.1(e);

(zzz)

“Permitted Encumbrances” means the following Encumbrances: (i) any inchoate right, lien or interest of a Governmental Authority; (ii) liens for Taxes not yet due and payable; (iii) zoning laws and ordinances and similar Laws; (iv) rights reserved to any Governmental Authority to regulate the affected assets or properties; (v) servitudes, easements, rights-of-way, restrictions, surface rights, permits, conditions, covenants, exceptions, reservations and other similar Encumbrances, as well as encroachments and other imperfections of title, which do not impair, detract from the value of or impair the use of the Barrick Contributed Assets or the Newmont Contributed Assets, as applicable, in any material respect; (vi) in the case of any leased assets or properties forming part of the Barrick Contributed Assets or the Newmont Contributed Assets, as applicable, the rights, titles and interests of the lessor thereof; (vii) the paramount title of the United States of America or any other Governmental Authority; (viii) any matter that is of record, or that would be apparent from a visual inspection of the subject property, or that would be revealed by a boundary and improvement survey of the subject property; (ix) the royalties or similar rights existing on the date of this Agreement affecting the Barrick Properties (which are listed on Section 1.1(zzz) of the Barrick Disclosure Letter) or the Newmont Properties (which are listed on Section 1.1(zzz) of the Newmont Disclosure Letter); (x) present or future obligations arising under applicable Law or any permit; (xi) the terms and conditions of, or obligations arising under or pursuant to, any unrecorded Contract (other than Contracts relating exclusively to debt for borrowed money) or any unrecorded instrument of title, other than a Barrick Material Unrecorded Instrument or a Newmont Material Unrecorded Instrument; and (xii) any other Encumbrances listed in the Barrick Disclosure Letter or the Newmont Disclosure Letter, as applicable;

(nnnn)

“Time of Closing” means 12:01 a.m. Pacific Daylight Time on the Closing Date or such other time on the Closing Date as agreed in writing by Barrick and Newmont;

The following new defined term is hereby added between existing paragraphs (n) and (o) of Section 1.1 of the Agreement:

(n.1)

“Barrick Interests” has the meaning set out in Section 3.5;

The following new defined term is hereby added between existing paragraphs (o) and (p) of Section 1.1 of the Agreement:

(o.1)

“Barrick Material Unrecorded Instrument” means any unrecorded Contract (other than Contracts relating exclusively to debt for borrowed money) or unrecorded instrument of title in respect of Barrick Properties on which publicly Disclosed Mineral Reserves exist as of the date hereof, and (i) to which any of the Barrick Parties is a party, or of which the Barrick Parties have knowledge;

and (ii) which impairs, detracts from the value of, or impairs the use of the Barrick Properties, taken as a whole, in any material respect; and for purposes of this definition “knowledge” means to the actual knowledge, after due inquiry, of Xxxxxx X. Xxxxx, Land Manager North America of Barrick;

The following new defined term is hereby added between existing paragraphs (s) and (t) of Section 1.1 of the Agreement:

(s.1)

“Barrick Retained Tax Liabilities” means any income tax liabilities of any affiliated, combined, consolidated or unitary Tax group of which a Barrick Party was a member on or prior to the Closing Date;

The following new defined term is hereby added between existing paragraphs (bb) and (cc) of Section 1.1 of the Agreement:

(bb.1)

“Copper Basin Retained Liabilities” means, in respect of the Copper Basin closure property, all Liabilities (including Environmental Liabilities) related to reclamation, closure, monitoring and stabilization in excess of $1,000,000, in aggregate;

The following new defined term is hereby added between existing paragraphs (ee) and (ff) of Section 1.1 of the Agreement:

(ee.1)

“Disclosed Mineral Reserves” means, in respect of a Barrick Property or a Newmont Property, as applicable, Mineral Reserves (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects) or Reserves (as defined in U.S. Securities and Exchange Commission Industry Guide 7) which are disclosed in the Barrick Public Record or Newmont Public Record, as the case may be;

The following new defined term is hereby added between existing paragraphs (nnn) and (ooo) of Section 1.1 of the Agreement:

(nnn.1)

“Newmont Material Unrecorded Instrument” means any unrecorded Contract (other than Contracts relating exclusively to debt for borrowed money) or unrecorded instrument of title in respect of Newmont Properties on which publicly Disclosed Mineral Reserves exist as of the date hereof, and (i) to which any of the Newmont Parties is a party, or of which the Newmont Parties have knowledge; and (ii) which impairs, detracts from the value of, or impairs the use of the Newmont Properties, taken as a whole, in any material respect; and for purposes of this definition “knowledge” means to the actual knowledge, after due inquiry, of Xxxxxxx X. Xxxxxx, Director, Land, Global Land Department of Newmont;

The following new defined term is hereby added between existing paragraphs (rrr) and (sss) of Section 1.1 of the Agreement:

(rrr.1)

“Newmont Retained Tax Liabilities” means any income tax liabilities of any affiliated, combined, consolidated or unitary Tax group of which a Newmont Party was a member on or prior to the Closing Date;

The following new defined term is hereby added between existing paragraphs (sss) and (ttt) of Section 1.1 of the Agreement:

(sss.1)

“NNEI” means Newmont Nevada Energy Investment LLC, a limited liability company existing under the laws of the State of Delaware;

B.	Amendment to Section 1.5 – Schedules

The list of Schedules set forth in Section 1.5 of the Agreement is hereby deleted in its entirety and replaced with the following:


Schedule 1.1(e)	–	Area of Interest
Schedule 1.1(dd)(i)	–	Form of Ranch Deed
Schedule 1.1(dd)(ii)	–	Form of Mining Deed
Schedule 1.1(dd)(iii)	–	Form of Water Rights Deed
Schedule 1.1(dd)(iv)	–	Form of Fee Properties Deed
Schedule 1.1(r)	–	Certain Barrick Properties
Schedule 1.1(vv)	–	JV Agreement
Schedule 2.1	–	Barrick Pre-Closing Transactions
Schedule 2.2	–	Newmont Pre-Closing Transactions
Schedule 3.1	–	Certain Barrick Contributed Assets
Schedule 3.3	–	Certain Newmont Contributed Assets

C.	Amendment to Section 3.1 – Transfer of Barrick Contributed Assets to JV Company

The reference to “relating primarily to” in paragraph (a) under Section 3.1 of the Agreement is hereby deleted and replaced with “forming a part of (in the case of Mining Rights, Water Rights and ranches) or relating primarily to (in the case of all other assets, properties and rights)”.

Each reference to “relating to” in subparagraphs (i) and (ii) under Section 3.1(a) of the Agreement is hereby deleted and replaced with “forming a part of”.

Subparagraph (iii) under Section 3.1(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

(iii)

all ranches forming a part of the Barrick Properties;

The following subparagraph is hereby added between existing subparagraphs (xiii) and (xiv) under Section 3.1(a) of the Agreement, and existing subparagraph (xiv) is hereby changed to subparagraph “(xv)”:

(xiv)

all of the Barrick Parties’ interests in Precious Metals Recovery LLC, a limited liability company existing under the laws of the State of Delaware; and

D.	Amendment to Section 3.3 – Transfer of Newmont Contributed Assets to JV Company

The reference to “relating primarily to” in paragraph (a) under Section 3.3 of the Agreement is hereby deleted and replaced with “forming a part of (in the case of Mining Rights, Water Rights and ranches) or relating primarily to (in the case of all other assets, properties and rights)”.

Each reference to “relating to” in subparagraphs (i) and (ii) under Section 3.3(a) of the Agreement is hereby deleted and replaced with “forming a part of”.

Subparagraph (iii) under Section 3.3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

(iii)

all ranches forming a part of the Newmont Properties;

(xiv)

all of the Newmont Parties’ interests in NNEI; and

E.	Amendment to Section 3.6 – Contribution of Barrick and Newmont Interests

The text reading “and shall cause the other Newmont Parties to, contribute the Newmont Interests to Newmont Holdco in exchange for interests in the Newmont Holdco” in Section 3.6 of the Agreement is hereby deleted and replaced with “and shall cause the other Newmont Parties (other than Newmont Holdco) to, assign the portion of the Newmont Interests held by such Newmont Parties to Newmont Holdco”.

F.	Amendment to Section 4.5 – Closing Cash Call

Section 4.5 of the Agreement is hereby deleted in its entirety and replaced with the following:

4.5

Closing Cash Call

The Parties acknowledge and agree that at least 10 Business Days prior to Closing, Barrick, as the parent of the Operator, shall submit a Monthly Funding Statement to Newmont setting out its share (based upon its Proportionate Interest as of the Closing Date) of the cash needed to fund Cash Requirements of the joint venture for the first 21 days immediately following Closing. Such Monthly Funding Statement and the Cash Requirements set forth therein shall be reviewed and reasonably approved by the individuals proposed to be appointed to the Board of the JV Company. Barrick and Newmont agree to pay, on Closing, their respective shares (based upon their respective Proportionate Interests as of the Closing Date) of the amounts set out in the Monthly Funding Statement as so reviewed and approved and that such Monthly Funding Statement shall be treated in accordance with the terms of the JV Agreement, mutatis mutandis. Within the first 90 days immediately following Closing, Barrick, as the parent of the Operator, will produce the first Program and Budget contemplated by the JV Agreement. Capitalized terms in this Section not otherwise defined in this Agreement shall have the meanings given to them in the JV Agreement.

G.	Amendment to Section 5.10 – “As-Is, Where-Is” Condition of Assets; Non-Reliance

The reference to “Newmont Nevada Assets” in Section 5.10 of the Agreement is hereby deleted and replaced with “Newmont Contributed Assets”.

H.	Amendment to Section 5.11 – Branding

The following text is hereby added to the end of Section 5.11 of the Agreement:

As soon as reasonably practicable after the Closing, but in no event later than December 31, 2019, Barrick shall cause Barrick Holdco, in its capacity as the Operating Member (as defined in the JV Agreement) of the JV Company, to remove “Barrick,” “Newmont” and all respective derivations thereof and any other related trademark, design or logo previously or currently used by a Party or any of its Affiliates from all of the Barrick Contributed Assets and Newmont Contributed Assets, including all buildings, signs, equipment and vehicles, and to cease using such marks in electronic databases, web sites and marketing, packaging and other materials, printed or otherwise, pertaining to the business and operations of the JV Company, and to otherwise cause the JV Company to cease making use of such names, trademarks, designs or logos for any purpose, it being agreed that the JV Company shall be entitled to temporarily use such names, trademarks, designs and logos following Closing until such use is timely discontinued in compliance with the terms of this Section 5.11. For the avoidance of doubt, the ongoing use of the “Barrick” or “Newmont” names or logos by Xxxxxxx XX Personnel or Newmont JV Personnel, respectively, after December 31, 2019 on articles of clothing or other personal effects will not constitute a violation of this Section 5.11.

I.	Amendment to Section 5.12 – Non-Assignable Assets

The following paragraph is hereby added after existing paragraph (b) under Section 5.12 of the Agreement:

(c)

For the avoidance of doubt, Contracts that, as of the Time of Closing, are applicable to the operations of both the Newmont Contributed Assets and other operations of Newmont, including but not limited to the Contracts described in Section 5.12(c) of the Newmont Disclosure Letter, but specifically excluding all Contracts that form part of the Newmont Excluded Assets (other than those Contracts described in Section 5.12(c) of the Newmont Disclosure Letter, which Contracts shall, for the avoidance of doubt, be governed by this Section 5.12(c)), shall, to the extent not split, replaced, or otherwise modified and conveyed in part to the JV Company as of Closing, be Non-Assignable Assets to the extent related to the operations of the Newmont Contributed Assets, subject to the terms of Section 5.12(a) and Section 5.12(b), mutatis mutandis, until such time as such Contracts are split, replaced, or otherwise modified and conveyed in part to the JV Company.

(d)

The Parties acknowledge that the transfer of the Newmont Parties’ interests in NNEI to the JV Company is subject to the prior approval of the Federal Energy Regulatory Commission (“FERC”), and agree to use their respective commercially reasonable efforts to obtain such approval. Until such time as such approval is obtained, the Newmont Parties’ interests in NNEI, all power assets

and operations of NNEI and all Contracts and Permits to which NNEI or any Newmont Party is a party and which relate primarily to NNEI and such power assets and operations shall continue to be held by the Newmont Parties and NNEI in trust for the benefit of the JV Company, and the Newmont Parties shall provide, and shall cause NNEI to provide, the benefit of NNEI’s power assets and operations to the JV Company pursuant to an agreement in form and substance satisfactory to each of the Parties, acting reasonably, governing the interim operations of the TS Power Plant held by NNEI until FERC approval is obtained.

J.	Amendment to Section 5.13 – Improper or Unintended Transfers

Paragraph (a) under Section 5.13 of the Agreement is hereby deleted in its entirety and replaced with the following:

(a)

Barrick or Newmont determine that there was inadvertently transferred to the JV Company one or more assets (including Contracts) or Liabilities that (i) does not relate primarily to a Barrick Property or a Newmont Property or (ii) immediately prior to the transfer to the JV Company, was shared in relation to (A) the Barrick Properties and other properties and assets of Barrick and its Affiliates not constituting Barrick Contributed Assets hereunder or (B) the Newmont Properties and other properties and assets of Newmont and its Affiliates not constituting Newmont Contributed Assets hereunder, as applicable, then such assets or Liabilities shall be (x) in the case of clause (i), transferred and conveyed by the JV Company to the applicable Barrick Party or Newmont Party, and (y) in the case of clause (ii), split or otherwise divided so that Barrick or its Affiliate or Newmont or its Affiliate, as applicable, will continue to have substantially the same benefit or burden under such shared asset or Liability as it had immediately prior to the transfer of such shared asset or Liability to the JV Company; and

K.	Amendment to Section 5.14 – JV Company Employees

Paragraphs (a) through (f) under Section 5.14 of the Implementation Agreements are hereby deleted in their entirety and replaced with the following:

(a)

The Barrick Parties shall identify current employees of the Barrick Parties who shall be (i) offered the opportunity to provide services to the JV Company from and including the Closing Date pursuant to the terms and conditions of an employee lease agreement in form and substance satisfactory to each of the Parties, acting reasonably (the “Barrick Employee Lease Agreement” and the period of time during which such agreement is in effect, the “Barrick Employee Lease Period”), and (ii) offered employment by the JV Company effective as at and from the expiration or termination of the Barrick Employee Lease Period (such employees, the “Xxxxxxx XX Personnel”).

(b)

All employees of Newmont and its Affiliates that are employed specifically and exclusively in connection with the Newmont Contributed Assets and the operations conducted thereon (and not in connection with any other operations of Newmont), other than:

(i)

Management Employees, and

(ii)

any salaried employees who the Parties agree, after good faith consultation and due consideration of the needs of the JV Company, may remain employed with Newmont at locations other than those included in the Barrick Properties and the Newmont Properties,

shall be (x) offered the opportunity to provide services to the JV Company from and including the Closing Date pursuant to the terms and conditions of an employee lease agreement in form and substance satisfactory to each of the Parties, acting reasonably (the “Newmont Employee Lease Agreement” and the period of time during which such agreement is in effect, the “Newmont Employee Lease Period”), and (y) offered employment with the JV Company effective as at and from the expiration or termination of the Newmont Employee Lease Period (such employees, the “Newmont JV Personnel”).

(c)

The Newmont Parties shall provide to Barrick within 15 Business Days from the date hereof a list of the current Management Employees of the Newmont Parties who are employed specifically and exclusively with or at the Newmont Contributed Assets and the operations conducted thereon (“Proposed Management Personnel”), excluding any Management Employees that Newmont intends to employ at locations other than those included in the Barrick Properties and the Newmont Properties. At least 10 Business Days prior to the Closing Date, Barrick acting reasonably and in good faith, shall provide written notice to Newmont identifying the Management Employees and other employees whose services will not be leased to the JV Company pursuant to the Newmont Employee Lease Agreement, and who will not be made an offer to be subsequently employed by the JV Company following the expiration or termination of the Newmont Employee Leasing Period (the “Excluded Personnel”). The services of all Management Employees on the list of Proposed Management Personnel that are not Excluded Personnel will be leased to the JV Company pursuant to the Newmont Employee Lease Agreement and such Management Employees will be considered Newmont JV Personnel for purposes of this Agreement. Notwithstanding the foregoing, Newmont JV Personnel that are employed specifically and exclusively in connection with the operation of NNEI’s power plant assets shall remain employed by, and under the direction and control of, Newmont and its Affiliates until the transfer of the Newmont Parties’ interests in NNEI to the JV Company, at which time such Newmont JV Personnel shall (i) if the Newmont Employee Lease Period is then in effect, provide services to the JV Company pursuant to the terms and conditions of the Newmont Employee Lease Agreement and become Newmont Leased Employees in accordance with the terms of the Newmont Employee Lease Agreement until the expiration or termination of the Newmont Employee Lease Period, and thereafter become employees of the JV Company, and (ii) if the Newmont Employee Lease Period has expired or been terminated, become employees of the JV Company.

(d)

During the Newmont Employee Lease Period, Newmont shall cause Newmont USA Limited to comply with that certain 2019 Agreement between Newmont USA Limited and Operating Engineers Local Union #3 of the International Union of Operating Engineers AFL-CIO (“2019 Agreement”) with respect to Newmont JV Personnel that are covered by the 2019 Agreement. Upon the expiration or termination of the Newmont Employee Lease Period, the JV Company shall be

permitted to assess its own legal obligations and goals with respect to any obligations that it may have, if any, under the 2019 Agreement or other applicable Law.

(e)

The Xxxxxxx XX Personnel and the Newmont JV Personnel will be entitled to continue their employment with the Barrick Parties and the Newmont Parties, respectively, during the Barrick Employee Lease Period and the Newmont Employee Lease Period, as applicable, on terms substantially identical to their existing terms of employment. The offers of employment with the JV Company, effective as at and from the expiration or termination of the Barrick Employee Lease Period or the Newmont Employee Lease Period, as applicable, made to Xxxxxxx XX Personnel and Newmont JV Personnel shall be on terms consistent with any requirements of Law and which, in the aggregate, provide similar financial and other benefits to their existing terms of employment regardless of the components of the overall compensation package. Each of the Xxxxxxx XX Personnel’s service with the Barrick Parties and the Newmont JV Personnel’s service with the Newmont Parties shall be treated as service with the JV Company for all purposes, including determining eligibility to participate, level of benefits, vesting and benefit accruals with respect to JV Company benefit plans.

(f)

Each of Barrick and Newmont, respectively, shall continue to be fully responsible for and will discharge all obligations and liabilities for wages, severance pay, termination pay, notice of termination of employment or pay in lieu of such notice, damages for wrongful dismissal, life insurance and similar plans, accident insurance, hospitalization, health, welfare, disability, medical or dental treatment or expenses, unemployment insurance benefits, pension, retirement, supplementary retirement, savings, stock option, stock purchase, stock appreciation, deferred compensation, incentive compensation, employee loans, profit sharing or other employee or employment-related benefit plans, arrangements or practices (including vacation, holiday, personal and sick day accruals) (collectively, the “Employment Expenses”) accrued up to the close of business on the Closing Date in respect of their respective employees. For all Excluded Personnel that are not Management Employees, the Newmont Parties shall bear 38.5% of all severance costs and the Barrick Parties shall bear 61.5% of all severance costs. The Newmont Parties shall bear all severance costs for Excluded Personnel that are Management Employees.

(g)

Following the Closing Date, the JV Company shall assume responsibility for all Employment Expenses accrued from and after the Time of Closing related to the Xxxxxxx XX Personnel and the Newmont JV Personnel whose services are leased to the JV Company pursuant to the Barrick Employee Lease Agreement and the Newmont Employee Lease Agreement, respectively.

L.	Amendment to Section 9.2 – Indemnification by Barrick

The following paragraph is hereby added after existing paragraph (b) under Section 9.2 of the Agreement, and the period at the end of existing paragraph (b) is hereby replaced with “; and”:

(c)

the Barrick Retained Tax Liabilities.

M.	Amendment to Section 9.3 – Indemnification by Newmont

The following paragraphs are hereby added after existing paragraph (b) under Section 9.3 of the Agreement, and the period at the end of existing paragraph (b) is hereby replaced with “;”:

(c)

the Copper Basin Retained Liabilities; and

(d)

the Newmont Retained Tax Liabilities.

N.	Amendment to Section 11.1(a) – Notices

The reference to


“Attention:		Xxxxxxx Xxxxxxxxxx, Executive Vice President and General Counsel
Email:		Xxxxxxx.Xxxxxxxxxx@xxxxxxx.xxx”

in clause (ii) of Section 11.1(a) of the Agreement is hereby deleted and replaced with


“Attention:		Xxxxx Xxxxxx, Executive Vice President and General Counsel
Email:		Xxxxx.Xxxxxx@xxxxxxx.xxx”.

O.	Replacement of Schedule 1.1(e) (Area of Interest)

Schedule 1.1(e) to the Agreement is hereby deleted in its entirety and replaced with Schedule 1.1(e) to this Amendment.

P.	Replacement of Schedule 2.1 (Barrick Pre-Closing Transactions)

Schedule 2.1 to the Agreement is hereby deleted in its entirety and replaced with Schedule 2.1 to this Amendment.

ARTICLE 2

GENERAL PROVISIONS

A.	Effect

Except as specifically amended pursuant to Article 1 of this Amendment, the Agreement shall not be amended or modified hereby. As amended as provided in Article 1 of this Amendment, the Agreement shall continue in full force and effect, and from and after the date hereof, all references in the Agreement to the “Agreement” shall be deemed to mean the Agreement as amended by this Amendment. A Party’s entry into this Amendment shall not constitute a waiver or release of any rights or claims of such Party under the Agreement as may exist as of the date of this Amendment.

B.	Conformed Agreement

On or after the date of this Amendment, the Parties may prepare a conformed copy of the Agreement incorporating the amendments set forth herein (a “Conformed Agreement”). Any Conformed Agreement so prepared shall be for ease of reference only, and in the event of any conflict between a Conformed Agreement, on the one hand, and the Agreement as specifically amended by the amendments set forth in Article 1 of this Amendment, on the other hand, the

terms of the Agreement as specifically amended by the amendments set forth in Article 1 of this Amendment shall control.

C.	Counterparts

(a)

This Amendment may be executed in any number of counterparts each of which when so executed will be deemed to be an original and when taken together shall constitute the entire and same agreement.

(b)

Delivery of an executed signature page to this Amendment by any Party by electronic transmission will be as effective as delivery of a manually executed copy of this Amendment by such Party.

[Signature Page Follows]

IN WITNESS WHEREOF this Amendment has been executed by the Parties as of the date first written above.


XXXXXXX GOLD CORPORATION

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	President and Chief Executive Officer

By:	/s/ Xxxxxx Xxxxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxxxx
	Title:	SEVP, Chief Financial Officer

NEWMONT GOLDCORP CORPORATION

By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	Chief Executive Officer

First Amendment to Implementation Agreement

SCHEDULE 1.1(E)

AREA OF INTEREST

All property within the area extending from and including Township 22 North, Mount Diablo Principal Meridian, north to the northern boundary of the State of Nevada, and extending from and including Range 38 East to the eastern boundary of Range 68 East of the Mount Diablo Principal Meridian, situated within Churchill, Elko, Eureka, Humboldt, Lander, Pershing and White Pine Counties, Nevada; excepting and excluding the following described property:

1. Four Mile Excluded Property in Eureka County, Nevada:

Township 26 North, Range 48 East

Section 3: SW1/4SE1/4; NE1/4SW1/4

Township 27 North, Range 48 East

Section 34: All

Portions of Sections 14, 15, 22, 23, 26, 27, 28, 33, 34 and 35

Township 26 North, Range 48 East

Portions of Sections 2, 3, 4, 9 and 10

As to those areas encompassed by the following unpatented mining claims:


Claim Name		BLM Serial Number
BTO 160		NMC 1049055
BTO 161		NMC 1049056
BTO 162		NMC 1049057
BTO 163		NMC 1049058
BTO 164		NMC 1049059
BTO 165		NMC 1049060
BTO 166		NMC 1049061
BTO 167		NMC 1049062
BTO 168		NMC 1049063
BTO 169		NMC 1049064
BTO 170		NMC 1049065
BTO 171		NMC 1049066
BTO 174		NMC 1049069
BTO 175		NMC 1049070
BTO 176		NMC 1049071
BTO 177		NMC 1049072
BTO 178		NMC 1049073
BTO 179		NMC 1049074
BTO 180		NMC 1049075
BTO 181		NMC 1049076
BTO 182		NMC 1049077
BTO 183		NMC 1049078
BTO 184		NMC 1049079
BTO 185		NMC 1049080
BTO 186		NMC 1049081
BTO 187		NMC 1049082
BTO 204		NMC 1049099
BTO 205		NMC 1049100
BTO 206		NMC 1049101
BTO 207		NMC 1049102
BTO 208		NMC 1049103
BTO 209		NMC 1049104
BTO 210		NMC 1049105


Claim Name		BLM Serial Number
BTO 211		NMC 1049106
BTO 212		NMC 1049107
BTO 213		NMC 1049108
BTO 214		NMC 1049109
BTO 215		NMC 1049110
BTO 216		NMC 1049111
BTO 217		NMC 1049112
BTO 218		NMC 1049113
BTO 219		NMC 1049114
BTO 220		NMC 1049115
BTO 221		NMC 1049116
BTO 222		NMC 1049117
BTO 223		NMC 1049118
BTO 224		NMC 1049119
BTO 225		NMC 1049120
BTO 226		NMC 1049121
BTO 227		NMC 1049122
BTO 228		NMC 1049123
BTO 229		NMC 1049124
BTO 230		NMC 1049125
BTO 231		NMC 1049126
BTO 232		NMC 1049127
BTO 233		NMC 1049128
BTO 234		NMC 1049129
BTO 235		NMC 1049130
BTO 236		NMC 1049131
BTO 237		NMC 1049132
BTO 238		NMC 1049133
BTO 239		NMC 1049134
BTO 240		NMC 1049135
BTO 241		NMC 1049136
BTO 245		NMC 1049140
BTO 246		NMC 1049141
BTO 247		NMC 1049142
BTO 248		NMC 1049143
BTO 249		NMC 1049144
BTO 250		NMC 1049145
BTO 251		NMC 1049146
BTO 252		NMC 1049147
BTO 253		NMC 1049148
BTO 254		NMC 1049149
BTO 255		NMC 1049150


Claim Name		BLM Serial Number
BTO 256		NMC 1049151
BTO 257		NMC 1049152
BTO 258		NMC 1049153
BTO 259		NMC 1049154
HOPE NO 1		XXX 00000
HOPE NO 2		XXX 00000
HOPE NO 3		XXX 00000
HOPE NO 4		XXX 00000
XXXX # 0		XXX 00000
XXXX NO. 2		NMC 00000
XX XX. 0		XXX 000000
FM NO. 2		NMC 245698
FM NO. 3		NMC 000000
XX XX. 0		XXX 000000
FM NO. 5		NMC 000000
XX XX. 0		XXX 000000
FM NO. 7		NMC 000000
XX XX. 0		XXX 000000
FM NO. 9		NMC 000000
XX XX. 00		XXX 000000
FM NO. 11		NMC 245707
FM NO. 12		NMC 000000
XX XX. 00		XXX 000000
FM NO. 14		NMC 000000
XX XX. 00		XXX 000000
FM NO. 16		NMC 000000
XX XX. 00		XXX 000000
FM NO. 18		NMC 000000
XX XX. 00		XXX 000000
FM NO. 20		NMC 000000
XX XX. 00		XXX 000000
FM NO. 22		NMC 000000
XX XX. 00		XXX 000000
FM NO. 24		NMC 000000
XX XX. 00		XXX 000000
FM NO. 26		NMC 000000
XX XX. 00		XXX 000000
FM NO. 28		NMC 000000
XX XX. 00		XXX 000000
FM NO. 30		NMC 245726
FM NO. 31		NMC 000000
XX XX. 00		XXX 000000


Claim Name		BLM Serial Number
FM NO. 33		NMC 245729
FM NO. 34		NMC 000000
XX XX. 00		XXX 000000
FM NO. 36		NMC 000000
XX XX. 00		XXX 000000
FM NO. 38		NMC 000000
XX XX. 00		XXX 000000
FM NO. 40		NMC 000000
XX XX. 00		XXX 000000
FM NO. 42		NMC 000000
XX XX. 00		XXX 000000
FM NO. 44		NMC 000000
XX XX. 00		XXX 000000
FM NO. 46		NMC 000000
XX XX. 00		XXX 000000
FM NO. 48		NMC 000000
XX XX. 00		XXX 000000
FM NO. 50		NMC 000000
XX XX. 00		XXX 000000
FM NO. 52		NMC 000000
XX XX. 00		XXX 000000
FM NO. 54		NMC 000000
XX XX. 00		XXX 000000
FM NO. 56		NMC 000000
XX XX. 00		XXX 000000
FM NO. 58		NMC 245754
FM NO. 59		NMC 000000
XX XX. 00		XXX 000000
FM NO. 61		NMC 000000
XX XX. 00		XXX 000000
FM NO. 63		NMC 000000
XX XX. 00		XXX 000000
FM NO. 65		NMC 000000
XX XX. 00		XXX 000000
FM NO. 67		NMC 000000
XX XX. 00		XXX 000000
FM NO. 69		NMC 000000
XX XX. 00		XXX 000000
FM NO. 71		NMC 000000
XX XX. 00		XXX 000000
FM NO. 73		NMC 000000
XX XX. 00		XXX 000000


Claim Name		BLM Serial Number
FM NO. 75		NMC 245771
FM NO. 76		NMC 000000
XX XX. 00		XXX 000000
FM NO. 89		NMC 000000
XX XX. 00		XXX 000000
FM NO. 91		NMC 000000
XX XX. 00		XXX 000000
FM NO. 93		NMC 000000
XX XX. 00		XXX 000000
BLACK LADY		XXX 00000
FUM 3		XXX 00000
MUF 2		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 00		XXX 00000


Claim Name		BLM Serial Number
XXX 00		XXX 00000
XXX 00		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000
XXX 000		XXX 00000

2. Buckhorn Excluded Property in Eureka County, Nevada:

Township 27 North, Range 00 Xxxx

Xxxxxxx 00: All

Section 19: All

Section 30: All

Section 31: All

Portions of Sections: 7, 8, 9, 16, 18, 20, 29 and 32

Township 26 North, Range 49 East

Portion of Section: 6

Township 27 North, Range 48 East

Portions of Sections: 13 & 25

As to those areas encompassed by the following unpatented mining claims and patented mining claims:

Unpatented Claims


Claim Name		BLM Serial Number
MTB 223		NMC 1079791
MTB 225		NMC 1079793
MTB 227		NMC 1079795
MTB 229		NMC 1079797
MTB 231		NMC 1079799
MTB 233		NMC 1079801
MTB 235		NMC 1079803
MTB 237		NMC 1079805
MTB 292		NMC 1099618
MTB 294		NMC 1099620
MTB 296		NMC 1099622
MTB 298		NMC 1099624
MTB 300		NMC 1099626
MTB 302		NMC 1099628
MTB 304		NMC 1099630
MTB 323		NMC 1099649
MTB 324		NMC 1099650
MTB 325		NMC 1099651
MTB 326		NMC 1099652
MTB 327		NMC 1099653
MTB 328		NMC 1099654
MTB 329		NMC 1099655
MTB 330		NMC 1099656
MTB 331		NMC 1099657
MTB 332		NMC 1099658
MTB 333		NMC 1099659


Claim Name		BLM Serial Number
MTB 334		NMC 1099660
MTB 335		NMC 1099661
MTB 336		NMC 1099662
MTB 337		NMC 1099663
MTB 359		NMC 1099685
MTB 361		NMC 1099687
MTB 363		NMC 1099689
MTB 365		NMC 1099691
MTB 367		NMC 1099693
MTB 369		NMC 1099695
BUC - 1		NMC 368060
BUC - 2		NMC 368061
BUC - 3		NMC 368062
BUC - 4		NMC 368063
BUC - 5		NMC 368064
BUC - 6		NMC 368065
BUC - 7		XXX 000000
XXXXX # 0		XXX 000000
ASPEN # 3		XXX 000000
XXXXX # 0		NMC 116390
ASPEN # 12		NMC 116398
ASPEN # 13		NMC 116399
ASPEN # 14		NMC 116400
ASPEN # 15		NMC 116401
ASPEN # 17		NMC 116403
ASPEN # 18		NMC 116404
ASPEN # 20		NMC 116406
ASPEN # 21		NMC 116407
ASPEN # 22		NMC 116408
ASPEN # 23		NMC 116409
ASPEN # 24		NMC 116410
ASPEN # 25		NMC 116411
ASPEN # 26		NMC 116412
ASPEN NO. 35		NMC 116421
ASPEN NO. 48		NMC 116434
ASPEN NO. 57		NMC 116443
BUCKHORN FRACTION		XXX 000000
CITIZEN FRACTION # 1		NMC 116452
HUMBOLDT # 3		NMC 116453
LAME BULL		XXX 000000


Claim Name		BLM Serial Number
FRACTION
ORO		NMC 116455
ORO # 1		XXX 000000
XXX # 0		XXX 000000
ORO # 3		XXX 000000
XXX # 0		XXX 000000
ORO # 5		XXX 000000
XXX # 0		XXX 000000
ORO # 7		NMC 116462
ORO FINO		XXX 000000
SANTA FE FRACTION		XXX 000000
X.X. # 0		XXX 000000
U.P. # 9		NMC 116473
BUCKAROO # 1		NMC 116476
BUCKAROO # 2		NMC 116477
BUCKAROO # 3		NMC 116478
BUCKAROO # 4		NMC 116479
BUCKAROO # 5		NMC 116480
BUCKAROO # 6		NMC 116481
BUCKAROO # 7		NMC 116482
BUCKAROO # 8		NMC 116483
BUCKAROO # 9		NMC 116484
BUCKAROO # 10		NMC 116485
BUCKAROO # 11		NMC 116486
BUCKAROO # 13		NMC 116488
BUCKAROO # 15		NMC 116490
BUCKAROO # 17		NMC 116492
BUCKAROO # 19		NMC 116494
BUCKAROO # 21		NMC 116496
BUCKAROO # 23		NMC 116498
BUCKAROO # 25		NMC 116500
BUCKAROO # 27		NMC 116502
BUCKAROO # 29		NMC 116504
BUCKAROO # 31		NMC 116506
BUCKAROO # 229		NMC 116608
BUCKAROO # 230		NMC 116609
BUCKAROO # 361		NMC 116639
BUCKAROO # 362		NMC 116640


Claim Name		BLM Serial Number
XXXXX # 1		NMC 247024
XXXXX # 2		NMC 247025
SAGE 100		NMC 287515
SAGE 101		NMC 287516
SAGE 102		NMC 287517
SAGE 103		NMC 287518
SAGE 104		NMC 287519
SAGE 105		NMC 287520
SAGE 106		NMC 287521
SAGE 107		NMC 287522
SAGE 108		NMC 287523
SAGE 109		NMC 287524
SAGE 110		NMC 287525
SAGE 125		NMC 287540
NEW CITIZENS FRACTION		XXX 000000
GFR 1		NMC 1053091
GFR 2		NMC 1053092
GFR 3		NMC 1053093
TUFA		NMC 116465

Patented Claims


Parcel Number		Patent Claim Name
000-000-00		Monarch
000-000-00		Buckhorn Xx. 00
000-000-00		Xxxxxxxx Xx. 0
000-000-00		Buckhorn No. 2
000-000-00		Buckhorn No. 3
000-000-00		Buckhorn No. 4
000-000-00		Buckhorn No. 5
000-000-00		Buckhorn No. 6
000-000-00		Buckhorn No. 7
000-000-00		Buckhorn No. 8
000-000-00		Buckhorn No. 9
000-000-00		E and P Fraction
000-000-00		Narrow Gauge
000-000-00		Humboldt No. 1
000-000-00		Humboldt No. 2
000-000-00		Sunset


Parcel Number		Patent Claim Name
000-000-00		Easter No. 1
000-000-00		Easter No. 2
000-000-00		D.P.M. Fraction
000-000-00		Eagle
000-000-00		Xxx Xxx
000-000-00		Huntington Mine
000-000-00		X.X. Rouig
000-000-00		Lame Bull Xx. 0
000-000-00		Xxxx Xxxx Xx. 0
000-000-00		Lone Star Fraction
000-000-00		M & M Fraction
000-000-00		Noon Day Fraction
000-000-00		North Side Mine
000-000-00		One Hundred Proof
000-000-00		Red Ant
000-000-00		Sunday Fraction
000-000-00		Lame Bull Fraction

3. Xxxxxx Excluded Property in Humboldt County, Nevada:

Township 36 North, Range 00 Xxxx

Xxxxxxx 00: All

Section 18: All

Section 19: All

Section 20: S1/2; NW1/4; W1/2NE1/4

As to those areas encompassed by the following unpatented mining claims:


Claim Name		BLM Serial Number
XXXXXX # 1 A		NMC 319914
XXXXXX # 2 A		NMC 319915
XXXXXX # 3 A		NMC 319916
XXXXXX # 4 A		NMC 319917
XXXXXX # 6 A		NMC 319919
XXXXXX # 7 A		NMC 319920
XXXXXX # 8 A		NMC 319921
XXXXXX # 9 A		NMC 319922
XXXXXX # 10 A		NMC 319923
XXXXXX # 11 A		NMC 319924
XXXXXX # 20 A		NMC 319925
XXXXXX # 21 A		NMC 319926
XXXXXX # 22 A		NMC 319927
XXXXXX # 23 A		NMC 319928
XXXXXX # 24 A		NMC 319929
XXXXXX # 25 A		NMC 319930
XXXXXX # 26 A		NMC 319931
XXXXXX # 27 A		NMC 319932
XXXXXX # 28 A		NMC 319933
XXXXXX # 29 A		NMC 319934
XXXXXX # 30 A		NMC 319935
XXXXXX # 31 A		NMC 319936
XXXXXX # 32 A		NMC 319937
XXXXXX # 33 A		NMC 319938
XXXXXX # 34 A		NMC 319939
XXXXXX # 35 A		NMC 319940
XXXXXX # 36 A		NMC 319941
XXXXXX # 37 A		NMC 319942
XXXXXX # 38 A		NMC 319943
XXXXXX # 39 A		NMC 319944
XXXXXX # 40 A		NMC 319945
XXXXXX # 41 A		NMC 319946
XXXXXX # 5 AA		NMC 425608
XXXXXX # 70 A		NMC 319947


Claim Name		BLM Serial Number
XXXXXX # 71 A		NMC 319948
XXXXXX # 72 A		NMC 319949
XXXXXX # 73 A		NMC 319950
XXXXXX # 74 A		NMC 319951
XXXXXX # 75 A		NMC 319952
XXXXXX # 76 A		NMC 319953
XXXXXX # 77 A		NMC 319954
XXXXXX # 78 A		NMC 319955
XXXXXX # 79 A		NMC 319956
XXXXXX # 80 A		NMC 319957
XXXXXX # 81 A		NMC 319958
DOLOMITE # 1		NMC 319798
DOLOMITE # 2		XXX 000000
XXXXXXXX # 0		XXX 000000
DOLOMITE # 4		NMC 319801

4. Woodgulch Excluded Property in Elko County, Nevada:

Township 44 North, Range 00 Xxxx

Xxxxxxx 00: All

Section 24: All

Section 25: All

Section 26: All

Schedule D - Fiberline Excluded Property in Humboldt County, Nevada

The Fiberline Project consists of (i) those portions of Sections 17 - 20, 29 and 30, Township 39 North, Range 43 East, MDM situated within the Fiberline Excluded Property Outline, other than areas within the Fiberline Excluded Property Carve-Out, lying below the elevation 20 feet above the contact between the surface alluvium and bedrock; and (ii) those portions of Sections 18 and 19, Township 39 North,

Range 43 East, MDM situated within the Fiberline Excluded Property Carve-Out lying below the elevation of 4500 feet above MSL. For clarification, the Newmont Parties and their Affiliates, successors and assigns shall have the right to use the surface and other contributed portions of the properties situated within the Fiberline Excluded Property Boundary in accordance with Section 4.9 of the JV Agreement.

The Fiberline Excluded Property Boundary and the Fiberline Excluded Property Carve-Out are described in the tables set forth above in this Schedule and generally depicted in the figure set forth above. To the extent there is any conflict between the descriptions in the table and the areas generally depicted on the figure, the descriptions in the tables will govern.

6. Xxxx Excluded Property in Eureka County, Nevada:

Township 34 North, Range 51 East, MDM

Section 20: The area encompassed by the following unpatented lode mining claims:


Claim Name		BLM Serial Number
WP #186		560364
WP #187		560365
WP #188		560366


WP #189		560367
WP #195		560373
WP #196		560374
WP #197		560375
WP #198		560376
WP #204		560382
WP #205		560383
WP #206		560384
WP #207		560385
WP #213		560391
WP #214		560392
WP #215		560393
WP #216		560394


Section 21:		All
Section 28:		All
Section 29:		E/2
Section 32:		NW/4NE/4, and the area encompassed by the following unpatented lode mining claims:


Claim Name		BLM Serial Number
Soap #1		674167
Soap #2		674168
Soap #3		674169


Section 33:		N/2NW/4, and the area encompassed by the following unpatented lode mining claims:


Claim Name		BLM Serial Number
Elements No. 1		112759
Elements No. 2		112760
Elements No. 8		112766
Elements No. 9		112767
Tusc No. 1		455041
Tusc No. 2		455042
Tusc No. 8		455048
Tusc No. 9		455049

7. Buffalo Valley-Trenton Canyon Excluded Property in Humboldt and Lander County, Nevada:

Township 31 North, Range 42East, MDM

Section 03: All

Section 04: All

Section 05: All

Section 06: All

Township 32 North, Range 42East, MDM


Section 09:		All
Section 10:		All
Section 11:		All
Section 12:		X/0, XX/0, X/0XX/0, XX/0XX/0
Section 13:		All
Section 14:		All
Section 15:		All
Section 16:		All
Section 20:		All
Section 21:		All
Section 22:		All
Section 23:		All
Section 24:		All
Section 25:		All
Section 27:		All
Section 28:		All
Section 29:		All
Section 30:		All
Section 31:		All
Section 32:		All
Section 33:		All
Section 34:		All

Township 32 North, Range 43East, MDM


Section 07:		All
Section 08:		All
Section 09:		All
Section 17:		All
Section 18:		All
Section 19:		All
Section 20:		All
Section 21:		All
Section 29:		All
Section 30:		All

8. Ivanhoe-Hollister Excluded Property in Elko County, Nevada:

Township 37 North, Range 48 East, MDM


Section 03:		All
Section 04:		All
Section 05:		E/2
Section 08:		All
Section 09:		All
Section 10:		All

9. Mule Canyon Excluded Property in Lander County, Nevada:

Township 31 North, Range 47 East, MDM

Section 2: The area encompassed by the following unpatented lode mining claims:


Claim Name		BLM Serial Number
Elk 101		384311
Elk 103		384313


Elk 105		384315
Elk 106		384316
Elk 107		384317
Elk 108		384318
Elk 109		384319
Elk 110		384320
Elk 111		384321
Elk 112		384322
Elk 113		384323
Elk 114		384324
Elk 115		384325
Elk 116		384326
Elk 117		384327
Elk 118		384328
Elk 127		384337
Elk 129		384339
Elk 131		384341
Elk 132		384342
Elk 133		384343
Elk 134		384344
Elk 135		384345
Elk 136		384346

Section 3: All

Section 4: All

Section 5: All

Section 8: All

Section 9: All

Section 10: All

Section 11: All

Section 12: The area encompassed by the following unpatented lode mining claims:


Claim Name		BLM Serial Number
Ram 9		613899
Ram 10		613900
Ram 11		613901
Ram 12		613902
Ram 13		613903
Ram 14		613904
Ram 15		613905
Ram 16		613906
Ram 17		613907
Ram 18		613908
Ram 27		613917


Ram 28		613918
Ram 29		613919
Ram 30		613920
Ram 31		613921
Ram 32		613922
Ram 33		613923
Ram 34		613924
Ram 35		613925
Ram 36		613926

Section 13: W/2

Section 14: All

Section 15: All

Section 16: All

Section 17: XX/0, X/0XX/0

Xxxxxxxx 00 Xxxxx, Xxxxx 47 East, MDM

Section 32: All

Section 33: All

Section 34: The area encompassed by the following unpatented lode mining claims:


Claim Name		BLM Serial Number
Mule 401		525085
Mule 403		525087
Mule 405		525089
Mule 406		525090
Mule 407		525091
Mule 408		525092
Mule 409		525093
Mule 410		525094
Mule 411		525095
Mule 412		525096
Mule 413		525097
Mule 414		525098
Mule 415		525099
Mule 416		525100
Mule 417		525101
Mule 418		525102
Mule 427		525111
Mule 429		525113
Mule 431		525115
Mule 433		525117
Mule 435		525119

SCHEDULE 1.1(R)

CERTAIN BARRICK PROPERTIES

Western 102 Power Plant, situated in Storey County, Nevada

Parcels:


APN	Owner	Legal Description	Location
000-000-00	BARRICK GOLDSTRIKE MINES INC	T20N R22E Xxx 00 Xxx 00-00 XXX of S2 of N2	0000 XXXXXXX XXX
000-000-00	BARRICK GOLDSTRIKE MINES INC	T20N R22E Xxx 00-00X XXX X00	0000 XXXXXXX XXX
000-000-00	BARRICK GOLDSTRIKE MINES INC	T20N R22E Xxx 00 Xxx 00 00X XXX	0000 XXXXXXX XXX

Xxxxx Rights:


PERMIT NO.		CERTIFICATE
70577		N/A

SCHEDULE 2.1

BARRICK PRE-CLOSING TRANSACTIONS

Parties Pre-Closing (See attached chart “Current Parties”)

•

BGUS = Xxxxxxx Gold US Inc.

•

BGEI = Xxxxxxx Gold Exploration Inc.

•

BCI = Xxxxxxx Xxxxxx Inc.

•

BGFI = Xxxxxxx Gold Finance Inc.

•

CJV = Xxxxxx Joint Venture (unincorporated jv)

•

HMCOC = Homestake Mining Company of California

Parties Post-Closing (See attached chart “Restructured Ownership”)

•

BNHLLC = Barrick Nevada Holding LLC

•

NGMLLC = Nevada Gold Mines LLC

•

NGM Xxxxxx = NGM Xxxxxx LLC

•

BCLLC = Xxxxxxx Xxxxxx LLC (converted from BCI)

Pre-Closing Steps

1.	BGUS organizes NGM Xxxxxx under the laws of Delaware. NGM Xxxxxx files check-the-box election to be treated as a corporation for US federal tax purposes.

2.	BCI converts under Delaware law to be a limited liability company (BCLLC).

Closing Steps

3.	BCLLC distributes, and coveys title to, its interest in the ranches and other non-mining lands to its sole member BGUS as a distribution-in-kind.

4.	CJV conveys its interest and title in Buckhorn to BGUS for $1.

5.	CJV conveys the ranches and other non-mining lands to NGMLLC in consideration for a membership interest from NGMLLC.

6.	CJV distributes the NGMLLC membership interest received in the prior step to BCLLC (60%) and BGFI (40%).

7.	CJV conveys its interest and title to its mining assets (including its interest in Fourmile, land, equipment and other tangible assets) to BCLLC (60%) and BGFI (40%).

8.	BCLLC distributes the NGMLLC membership interest received in step 6, its interest in Fourmile received in step 7 and certain intercompany receivables from BRII Holdings LLC and Barrick to its sole member, BGUS, as a distribution-in-kind.

BGUS conveys all of its assets in the CJV Area of Interest (the “Area of Interest”) and any ranches or other non-mining lands outside of the Area of Interest that were distributed in Step 3 to NGMLLC (except for the BCLLC membership interests, the NGM Xxxxxx membership interests, the NGMLLC membership interests received in step 8, its interest in Buckhorn and Fourmile and the intercompany receivables received in step 8) in consideration for a membership interest from NGMLLC.

10.	HMCOC conveys all of its assets in the Area of Interest to NGMLLC in consideration for a membership interest from NGMLLC.

11.	BGEI conveys all of its assets in the Area of Interest to NGMLLC in consideration for a membership interest from NGMLLC.

12.	BGFI conveys all of its assets in the Area of Interest (excluding its interest in Fourmile) to NGMLLC in consideration for a membership interest from NGMLLC.

13.	BGUS contributes a 0.1% membership interest in BCLLC to NGM Xxxxxx in consideration for an additional membership interest in NGM Xxxxxx.

14.	BGUS contributes all of the NGM Xxxxxx membership interests and the remaining 99.9% BCLLC membership interest it owns that was not contributed to NGM Xxxxxx in the prior step to NGMLLC for additional membership interests in NGMLLC.

15.	BGFI, BGUS, HMCOC and BGEI contribute the NGMLLC membership interests to BNHLLC in exchange for membership interests in BNHLLC.

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Table of Contents

FIRST AMENDMENT TO IMPLEMENTATION AGREEMENT

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