AMENDMENT AGREEMENT No. 1. BARRICK INTERNATIONAL BANK CORP., a company registered under the laws of Barbados

Transcription

1 AMENDMENT AGREEMENT No. 1 THIS AGREEMENT dated as of the 22 nd day of September, BETWEEN: WHEREAS: SILVER WHEATON (CAYMANS) LTD., a company incorporated with limited liability under the laws of the Cayman Islands ( Silver Wheaton Sub ) - and - BARRICK INTERNATIONAL BANK CORP., a company registered under the laws of Barbados ( BIBC ) - and - BARRICK GOLD CORPORATION, a company incorporated under the laws of the Province of Ontario ( BGC ) - and SILVER WHEATON CORP., a company existing under the laws of the Province of Ontario ( SLW ) A. Silver Wheaton Sub, BIBC, BGC and SLW entered into a Silver Purchase Agreement dated as of September 8, 2009 (the "Silver Purchase Agreement") pursuant to which, among other things, (i) until the Current Delivery Termination Date, BIBC agreed to sell to Silver Wheaton Sub, and Silver Wheaton Sub agreed to purchase from BIBC, an amount of Refined Silver equal to the Current Payable Silver, and (ii) BIBC agreed to sell to Silver Wheaton Sub, and Silver Wheaton Sub agreed to purchase from BIBC, an amount of Refined Silver equal to the Pascua Lama Payable Silver, in each case subject to and in accordance with the terms of the Silver Purchase Agreement; and B. Silver Wheaton Sub, BIBC, BGC and SLW desire to amend the Silver Purchase Agreement upon the terms and conditions set forth herein. NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows: 1. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Silver Purchase Agreement.

2 2 2. Section 9.2 of the Silver Purchase Agreement is hereby amended by adding the following sentence to the end of Section 9.2: For greater certainty, BIBC and BGC hereby acknowledge and agree that SLW shall be entitled to pledge all of the issued share capital of Silver Wheaton Sub owned by it as security to its lenders from time to time and at any time, and any Change of Control of Silver Wheaton Sub resulting from the enforcement of such security shall not require the prior written consent of BIBC in accordance with this Section 9.2 provided that neither SLW s lenders nor the person acquiring such control of Silver Wheaton Sub is a Restricted Person. 3. Section 12.2(a)(i) of the Silver Purchase Agreement is hereby deleted in its entirety and replaced with the following: [Text on political event redacted] 4. Schedule A of the Silver Purchase Agreement is hereby deleted in its entirety and replaced with new Schedule A attached in Exhibit A of this Amendment Agreement No Schedule B of the Silver Purchase Agreement is hereby deleted in its entirety and replaced with new Schedule B attached in Exhibit B of this Amendment Agreement No Schedule G of the Silver Purchase Agreement is hereby amended by deleting the map of the Veladero Mining Properties attached thereto and replacing it with the map of the Veladero Mining Properties attached in Exhibit C of this Amendment Agreement No The Silver Purchase Agreement and this Amendment Agreement No. 1 shall together constitute and be read as one and the same written instrument. 8. Except as amended by this Amendment Agreement No. 1, the provisions of the Silver Purchase Agreement shall be and continue in full force and effect and are hereby confirmed. 9. This Amendment Agreement No. 1 shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns of the Silver Purchase Agreement. 10. This Amendment Agreement No. 1 shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). 11. Time shall be and continue of the essence in the performance of the Parties respective obligations under the Silver Purchase Agreement and this Amendment Agreement No This Amendment Agreement No. 1 may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment Agreement No. 1 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment Agreement No. 1. [REMAINDER OF PAGE INTENTIONALLY BLANK]

3 IN WITNESS WHEREOF the parties have executed this Amendment Agreement No. 1 as of the date set out above. SILVER WHEATON (CAYMANS) LTD. Per: Nik Tatarkin Name: Nik Tatarkin Per: Juan Jose Granados Name: Juan Hose Granados BARRICK INTERNATIONAL BANK CORP. Per: James Whyte Mavor Name: James White Mavor Per: Ammar Al-Joundi Name: Ammar Al-Joundi BARRICK GOLD CORPORATION Per: Jamie C. Sokalsky Name: Jamie C. Sokalsky Title: Executive Vice President and Chief Financial Officer Per: Darren Blasutti Name: Darren Blasutti Title: Senior Vice President, Corporate Development SILVER WHEATON CORP. Per: Randy Smallwood Name: Randy Smallwood Title: Executive Vice President, Corporate Development Per: Curt D. Bernardi Name: Curt Bernardi Title: Vice President, Legal and Corporate Secretary

4 EXHIBIT A MINING CONCESSIONS LIST OF CONCESSIONS ALTO CHICAMA-LAS LAGUNAS NORTE MINE (DEPICTED IN MAP ATTACHED) 1. "Las Lagunas 16". Code No , Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Trujillo). Issuing Authority: Jefe Institucional del Registro Público de Minería. 2. "Los Angeles". Code No X01, Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Trujillo). Issuing Authority: Director de la Dirección General de Mineria del Ministerio de Energia y Minas. 3. "Acumulación Alto Chicama". Code No L, Public Registry Electronic Entry No (Partida Electronica) (Trujillo). Issuing Authority: Jefe Institucional del Instituto Nacional de Concesiones y Catastro Minero. BENEFITIATION CONCESSION 4. "Alto Chicama". Code No. P Issuing Authority: Dirección General de Minería del Ministerio de Energía y Minas del Perú. EXCLUDED INTERESTS For the purposes of the Agreement, the definition of "Lagunas Norte Mining Properties" shall exclude any portion of the above-listed concessions which are located south of the line defined by the following end-points: (i) UTM coordinate (PSAD 56, zone 17 S) E / N; and (ii) UTM coordinate (PSAD 56, zone 17 S) E / N. A graphical representation of this line is set forth on the Lagunas Norte Mine map that has been included in Schedule "G" of the Agreement.

5 EXHIBIT B LIST OF CONCESSIONS PIERINA MINE (DEPICTED IN MAP ATTACHED) MINING CONCESSIONS 1. "Irene 1-500". Code No Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: Jefe Institucional del Registro Público de Minería. 2. "Pierina". Code No Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: Jefe Institucional del Registro Público de Minería. 3. "La Pascua". Code No Y01. Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: 4. "Terpsicore". Code No X01. Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: 5. "Orfeo". Code No X01. Public Registry File Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: 6. "Poseidon". Code No X01. Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: 7. "Astarte". Code No X01. Public Registry File Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: 8. "La Huérfana". Code No X01. Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: 9. "Jecanca No. 11". Code No X01. Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: 10. "Pascua No. 1". Code No X01. Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: 11. "Rocotuyoc 8". Code No Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: Jefe Institucional del Registro Público de Minería.

6 6 12. "Rocotuyoc 9". Code No Public Registry Entry No (Ficha Registral) correlated with Electronic Entry (Partida Electronica) (Lima). Issuing Authority: Jefe Institucional del Instituto Nacional de Concesiones y Catastro Minero. BENEFITIATION CONCESSION 13. "Misquichilca". Code No. P Issuing Authority: Dirección General de Minería del Ministerio de Energía y Minas del Perú.

7 EXHIBIT C