VANCOUVER, BRITISH COLUMBIA–(CCNMatthews – Nov. 3, 2005) – LAWFUEL – The Law News Network – Placer Dome Inc. (TSX:PDG)(NYSE:PDG)(SWX:PDG)(ASX:PDG)(BOURSE:PDG) –
This news release contains “forward-looking statements” that are subject to risk factors 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”).
The Board of Directors of Placer Dome Inc. met on Monday and again today for initial reviews of the announcement by Barrick Gold Corporation (Barrick) that it intends to make an unsolicited offer to purchase all of the outstanding shares of Placer Dome.
The Board has appointed a Special Committee of independent directors to evaluate Barrick’s announced proposal, consider other alternatives and make recommendations to the Board. The Committee will be chaired by Robert Franklin, Chairman of the Board of Placer Dome, and is comprised of Donald Carty, John Crow, Graham Farquharson, Vernon Taylor III and William Wilson. The Company has engaged as its financial advisors CIBC World Markets Inc. and Morgan Stanley & Co. Incorporated. Canadian legal counsel is Osler, Hoskin & Harcourt LLP and United States legal counsel is Simpson Thacher & Bartlett LLP.
Chairman of the Board and Special Committee Robert Franklin said, “Once formal offer documents are received, the Board will be in a position to give Barrick’s proposal further consideration and, in due course, communicate its views to shareholders.”
Placer Dome has been informed by its transfer agent that, as of June 30, 2005 and September 30, 2005, U.S. holders own more than 40% of Placer Dome’s outstanding common shares, as calculated under applicable U.S. securities laws. Accordingly, Placer Dome believes that Barrick will not qualify for filing documents relating to the proposed exchange offer with the U.S. Securities and Exchange Commission (SEC) on Form F-8, as Barrick publicly announced it intends to do. Placer Dome believes that any exchange offer by Barrick will be subject to the U.S. exchange offer rules and subject to review by the SEC. Placer Dome is notifying Barrick of this fact.
Placer Dome is a global gold mining company employing 13,000 people at 16 mining operations in seven countries. The Vancouver-based company’s shares trade on the Toronto, New York, Swiss and Australian stock exchanges and Euronext-Paris under the symbol PDG.
Note to Security Holders:
The exchange offer proposed by Barrick and described in this release has not commenced. In response to the proposed exchange offer by Barrick, if and when commenced, Placer Dome will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Placer Dome security holders are advised to read Placer Dome’s Solicitation/Recommendation Statement on Schedule 14D-9 if and when it becomes available because it will contain important information. Security holders may obtain a free copy of the Solicitation/Recommendation Statement on Schedule 14D-9 (if and when it becomes available), as well as any other documents filed by Placer Dome in connection with the exchange offer by Barrick, if and when it is commenced, free of charge at the SEC’s website at www.sec.gov, or from Placer Dome at www.placerdome.com.
