SUBSCRIPTION AGREEMENTSubscription Agreement • October 9th, 2007 • Newmont Mining Corp /De/ • Gold and silver ores • Ontario
This subscription agreement is to confirm the agreement of Newmont Mining Corporation of Canada Limited (“Newmont” or “you”) to purchase from Miramar Mining Corporation (the “Corporation”), subject to the terms and conditions set forth herein, 18,500,000 Units (as hereinafter defined) at the price of $2.35 per Unit for an aggregate purchase price of $43,475,000. Each Unit consists of one Common Share (as hereinafter defined) and one Warrant (as hereinafter defined). Each Warrant is exercisable to purchase one Common Share at an exercise price of $2.75 for a period of 48 months after the Closing Date (as hereinafter defined).
SUPPORT AGREEMENT between NEWMONT MINING CORPORATION - and - NEWMONT MINING B.C. LIMITED - and - MIRAMAR MINING CORPORATION October 8, 2007Support Agreement • October 9th, 2007 • Newmont Mining Corp /De/ • Gold and silver ores • British Columbia
WHEREAS Newmont desires to acquire all of the Common Shares (as defined in this Agreement) not currently owned by it or its affiliates through its indirect, wholly-owned subsidiary and is prepared to cause Offeror to make the Offer (as defined in this Agreement);
FORM OF LOCK-UP AGREEMENT October 8, 2007Lock-Up Agreement • October 9th, 2007 • Newmont Mining Corp /De/ • Gold and silver ores • British Columbia
The undersigned understands that Newmont Mining Corporation, Newmont Mining B.C. Limited (“Offeror”) and Miramar Mining Corporation (“Miramar”) are entering into a support agreement (the “Agreement”), dated the date hereof, providing for, among other things, the acquisition of all of the outstanding Common Shares in the capital of Miramar that are not already owned by the Offeror or it affiliates at a price per Common Share of C$6.25 in cash. The undersigned acknowledges having received a copy of the Agreement.
