BARRICK GOLD CORPORATION

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of BARRICK GOLD

CORPORATION (the "Corporation").

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the

Corporation as follows:

INTERPRETATION

1. Definitions

In this by-law and all other by-laws of the Corporation, unless the context

otherwise specifies or requires:

(a) "Act" means the Business Corporations Act, R.S.O. 1990, c. B.16 and the

regulations thereunder, as from time to time amended, and every statute or

regulation that may be substituted therefor and, in the case of such amendment or

substitution, any reference in the by-laws of the Corporation shall be read as

referring to the amended or substituted provisions;

(b) "by-law" means any by-law of the Corporation from time to time in force and

effect;

(c) all terms contained in the by-laws which are defined in the Act shall have the

meanings given to such terms in the Act;

(d) words importing the singular number only shall include the plural and vice versa;

words importing any gender shall include all genders; words importing persons

shall include partnerships, syndicates, trusts and any other legal or business entity;

and

(e) the headings used in the by-laws are inserted for reference purposes only and are

not to be considered or taken into account in construing the terms or provisions

thereof or to be deemed in any way to clarify, modify or explain the effect of any

such terms or provisions.

REGISTERED OFFICE

2. The Corporation may from time to time (i) by resolution of the directors change

the location of the registered office of the Corporation within a municipality or geographic

township, and (ii) by special resolution, change the municipality or geographic township in

which its registered office is located to another place in Ontario. - 2 -

SEAL

3. The Corporation may, but need not, have a corporate seal. An instrument or

agreement executed on behalf of the Corporation by a director, an officer or an agent of the

Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.

DIRECTORS

4. Number and Powers

The number of directors, or the minimum and maximum number of directors of

the Corporation, is set out in the articles of the Corporation. Where a minimum and maximum

number of directors of the Corporation is provided for in its articles, the number of directors of

the Corporation and the number of directors to be elected at the annual meeting of the

shareholders shall be such number as shall be determined from time to time by special resolution

or, if the special resolution empowers the directors to determine the number, by resolution of the

directors. At least 25% of the directors shall be resident Canadians, but if the Corporation has

fewer than four directors, at least one director shall be a resident Canadian. The Corporation

shall have at least three directors, and at least one-third of the directors of the Corporation shall

not be officers or employees of the Corporation or any of its affiliates.

The directors shall manage or supervise the management of the business and

affairs of the Corporation and may exercise all such powers and do all such acts and things as

may be exercised or done by the Corporation and are not by the Act, the articles, the by-laws,

any special resolution of the Corporation, a unanimous shareholder agreement or by statute

expressly directed or required to be done in some other manner.

5. Duties

Every director and officer of the Corporation in exercising his or her powers and

discharging his or her duties to the Corporation shall:

(a) act honestly and in good faith with a view to the best interests of the Corporation;

and

(b) exercise the care, diligence and skill that a reasonably prudent person would

exercise in comparable circumstances.

Every director and officer of the Corporation shall comply with the Act, the

regulations thereunder, the Corporation's articles and by-laws and any unanimous shareholder

agreement.

6. Qualification

Every director shall be an individual 18 or more years of age and no one who has

the status of bankrupt, or who has been found under the Substitute Decisions Act, 1992 or under

the Mental Health Act to be incapable of managing property or who has been found to be

incapable by a court in Canada or elsewhere, shall be a director. - 3 -

7. Election of Directors

Directors shall be elected by the shareholders by ordinary resolution. If a meeting

of shareholders fails to elect the number of directors required by the articles or determined in

accordance with paragraph 4 above by reason of the disqualification, incapacity or death of one

or more candidates, the directors elected at that meeting, if they constitute a quorum, may

exercise all the powers of the directors of the Corporation, but such quorum of directors may not

fill the resulting vacancy or vacancies and shall forthwith call a special meeting of shareholders

to fill the vacancy or vacancies and, if they fail to do so, the meeting may be called by any

shareholder.

Except for a director who is re-elected or re-appointed where there is no break in

the director's term of office, the election or appointment of a director is not effective unless the

person elected or appointed consents in writing before or within 10 days after the date of the

election or appointment.

8. Term of Office

A director's term of office (subject to the provisions (if any) of the Corporation's

articles and paragraph 11 below), unless such director was elected for an expressly stated term,

shall be from the date of the meeting at which such director is elected or appointed until the close

of the annual meeting of shareholders next following such director's election or appointment or

until such director's successor is elected or appointed. If qualified, a director whose term of

office has expired is eligible for re-election as a director.

9. Ceasing to Hold Office

A director ceases to hold office if such director:

(a) dies or, subject to subsection 119(2) of the Act, sends to the Corporation a written

resignation and such resignation, if not effective upon receipt by the Corporation,

becomes effective in accordance with its terms;

(b) is removed from office in accordance with paragraph 11 below; or

(c) ceases to be qualified in accordance with paragraph 6 above.

10. Vacancies

Notwithstanding any vacancy among the directors, the remaining directors may

exercise all the powers of the directors so long as a quorum of directors remains in office.

Subject to subsections 124(1), (2), (4) and (5) of the Act and to the provisions (if

any) of the Corporation's articles, where there is a quorum of directors in office and a vacancy

occurs, the directors remaining in office may appoint a qualified person to hold office for the

unexpired term of such appointee's predecessor. - 4 -

11. Removal of Directors

Subject to subsection 122(2) of the Act and unless the articles of the Corporation

provide for cumulative voting, the shareholders of the Corporation may by ordinary resolution at

an annual or special meeting remove any director from office before the expiration of such

director's term of office and may, by a majority of the votes cast at the meeting, elect any person

in such director's stead for the remainder of such director's term. Alternatively, a vacancy

created by the removal of a director can be filled in accordance with paragraph 10 above.

If a meeting of shareholders was called for the purpose of removing a director

from office as a director, the director so removed shall vacate office forthwith upon the passing

of the resolution for such director's removal.

12. Validity of Acts

An act done by a director or by an officer is not invalid by reason only of any

defect that is thereafter discovered in his or her appointment, election or qualification.

MEETINGS OF DIRECTORS

13. Place of Meetings

Meetings of directors and of any committee of directors may be held at any place

within or outside Ontario and, notwithstanding subsection 126(2) of the Act, it shall not be

necessary for a majority of the meetings of the board of directors in any financial year to be held

at a place within Canada.

14. Calling Meetings

A meeting of directors may be convened by the Chair of the Board (if any), the

President or any director at any time and the Secretary shall upon direction of any of the

foregoing convene a meeting of directors.

15. Notice

Notice of the time and place for the holding of any such meeting shall be sent to

each director not less than two days (exclusive of the day on which the notice is sent but

inclusive of the day for which notice is given) before the date of the meeting; provided that

meetings of the directors or of any committee of directors may be held at any time without

formal notice if all the directors are present (except where a director attends a meeting for the

express purpose of objecting to the transaction of any business on the grounds that the meeting is

not lawfully called) or if all the absent directors have waived notice.

Notice of the time and place for the holding of any meeting of directors or any

committee of directors may be given by delivery, fax, electronic mail or any other electronic

means that produces a written copy. - 5 -

For the first meeting of directors to be held following the election of directors at

an annual or special meeting of the shareholders or for a meeting of directors at which a director

is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly

elected or appointed director or directors in order for the meeting to be duly constituted, provided

a quorum of the directors is present.

16. Waiver of Notice

Notice of a meeting of directors or of any committee of directors or any

irregularity in a meeting or in the notice thereof may be waived in any manner by any director

and such waiver may be validly given either before or after the meeting to which such waiver

relates. Attendance of a director at a meeting of directors or of any committee of directors is a

waiver of notice of the meeting, except where a director attends a meeting for the express

purpose of objecting to the transaction of any business on the grounds that the meeting is not

lawfully called.

17. Telephone Participation

Where all the directors of the Corporation present at or participating in the

meeting consent thereto, a director may participate in a meeting of directors or of any committee

of directors by means of such telephone, electronic or other communications facilities as permit

all persons participating in the meeting to communicate with each other simultaneously and

instantaneously, and a director participating in a meeting by such means shall be deemed for the

purposes of the Act to be present at that meeting. Such consent may be given by directors

separately, whether before, at or after the meeting, and may be given generally in respect of all

meetings of directors of the Corporation.

18. Quorum and Voting

Subject to subsection 132(5) of the Act, 50% of the number of directors shall

constitute a quorum for the transaction of business at a meeting of the directors. Subject to

subsection 124(3) of the Act, no business shall be transacted by the directors except at a meeting

of directors at which a quorum is present. Questions arising at any meeting of directors shall be

decided by a majority of votes.

19. Adjournment

Any meeting of directors or of any committee of directors may be adjourned from

time to time by the chair of the meeting, with the consent of the meeting, to a fixed time and

place and no notice of the time and place for the holding of the adjourned meeting need be given

to any director if the time and place of the adjourned meeting is announced at the original

meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms

of the adjournment and a quorum is present thereat. The directors who form the quorum at the

adjourned meeting need not be the same directors who formed the quorum at the original

meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be

deemed to have terminated forthwith after its adjournment. - 6 -

20. Resolutions in Writing

A resolution in writing, signed by all the directors entitled to vote on that

resolution at a meeting of directors or a committee of directors, is as valid as if it had been

passed at a meeting of directors or a committee of directors.

COMMITTEES OF DIRECTORS

21. General

The directors may from time to time appoint from their number one or more

committees of directors. The directors may delegate to each such committee any of the powers

of the directors, except that no such committee shall have the authority to:

(a) submit to the shareholders any question or matter requiring the approval of the

shareholders;

(b) fill a vacancy among the directors or in the office of auditor or appoint or remove

any of the chief executive officer, however designated, the chief financial officer,

however designated, the chair or the president of the Corporation;

(c) subject to section 184 of the Act, issue securities except in the manner and on the

terms authorized by the directors;

(d) declare dividends;

(e) purchase, redeem or otherwise acquire shares issued by the Corporation;

(f) pay a commission referred to in section 37 of the Act;

(g) approve a management information circular referred to in Part VIII of the Act;

(h) approve a take-over bid circular, directors' circular or issuer bid circular referred

to in Part XX of the Securities Act;

(i) approve any financial statements referred to in clause 154(1)(b) of the Act and

Part XVIII of the Securities Act;

(j) approve an amalgamation under section 177 or an amendment to the articles

under subsection 168(2) or (4) of the Act; or

(k) adopt, amend or repeal by-laws.

22. Committee Quorum and Voting

 Subject to Section 23, unless the directors otherwise determine, 50% of the

number of members of a committee of directors shall constitute a quorum for the transaction of

business at a meeting of the committee. No business shall be transacted by a committee of - 7 -

directors except at a meeting of the committee at which a quorum is present. Questions arising at

any meeting of a committee of directors shall be decided by a majority of votes.

23. Audit Committee

Unless authorized to dispense with an audit committee pursuant to subsection

158(1.1) of the Act, the board of directors shall elect annually from among their number an audit

committee to be composed of not fewer than three directors, a majority of whom are not officers

or employees of the Corporation or any of its affiliates, to hold office until the next annual

meeting of the shareholders.

Each member of the audit committee shall serve during the pleasure of the board

of directors and, in any event, only so long as such member shall be a director. The directors

may fill vacancies in the audit committee by election from among their number.

The audit committee shall have power to fix its quorum at not less than a majority

of its members and to determine its own rules of procedure subject to any regulations imposed by

the board of directors from time to time and to the following paragraph.

The auditor of the Corporation is entitled to receive notice of every meeting of the

audit committee and, at the expense of the Corporation, to attend and be heard thereat; and, if so

requested by a member of the audit committee, shall attend every meeting of the committee held

during the term of office of the auditor. The auditor of the Corporation or any member of the

audit committee may call a meeting of the committee.

The audit committee shall review the financial statements of the Corporation and

shall report thereon to the board of directors of the Corporation prior to approval thereof by the

board of directors and shall have such other powers and duties as may from time to time by

resolution be assigned to it by the board.

REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES

24. The remuneration to be paid to the directors of the Corporation shall be such as

the directors shall from time to time by resolution determine, unless the directors decide

otherwise. The directors may also by resolution award special remuneration to any director in

undertaking any special services on the Corporation's behalf other than the normal work

ordinarily required of a director of a corporation. The confirmation of any such resolution or

resolutions by the shareholders shall not be required. The directors may fix the remuneration of

the officers and employees of the Corporation. The directors, officers and employees shall also

be entitled to be paid their travelling and other expenses properly incurred by them in connection

with the affairs of the Corporation.

INDEMNITIES TO DIRECTORS AND OTHERS

25. Subject to the provisions of section 136 of the Act, the Corporation shall

indemnify a director or officer of the Corporation, a former director or officer of the Corporation

or another individual who acts or acted at the Corporation's request as a director or officer, or an - 8 -

individual acting in a similar capacity, of another entity, against all costs, charges and expenses,

including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the

individual in respect of any civil, criminal, administrative, investigative or other proceeding in

which the individual is involved because of that association with the Corporation or other entity

if the individual acted honestly and in good faith with a view to the best interests of the

Corporation or, as the case may be, to the best interests of the other entity for which the

individual acted as a director or officer or in a similar capacity at the Corporation's request.

The Corporation is hereby authorized to execute agreements evidencing its

indemnity in favour of the foregoing persons to the fullest extent permitted by law.

OFFICERS

26. Appointment of Officers

The directors may annually or as often as may be required appoint such officers as

they shall deem necessary, who shall have such authority and shall perform such functions and

duties as may from time to time be prescribed by resolution of the directors, delegated by the

directors or by other officers or properly incidental to their offices or other duties, provided that

no officer shall be delegated the power to do anything referred to in paragraph 21(a) to (k),

inclusive, above. Such officers may include, without limitation, any of a President, a Chief

Executive Officer, a Chair of the Board, one or more Vice-Presidents, a Chief Financial Officer,

a Controller, a Secretary, a Treasurer and one or more Assistant Secretaries and/or one or more

Assistant Treasurers, who shall have such authority and perform such functions and duties as

may be specified in paragraphs 29 to 36, inclusive, below, as applicable, or as may otherwise

from time to time be prescribed by resolution of the directors, delegated by the directors or by

other officers or properly incidental to their offices or other duties, provided that no such officer

shall be delegated the power to do anything referred to in paragraph 21(a) to (k), inclusive,

above. None of such officers (except the Chair of the Board) need be a director of the

Corporation. Any director may be appointed to any office of the Corporation. Two or more of

such offices may be held by the same person.

27. Removal of Officers

All officers shall be subject to removal by resolution of the directors at any time,

with or without cause. The directors may appoint a person to an office to replace an officer who

has been removed or who has ceased to be an officer for any other reason.

28. Duties of Officers May Be Delegated

In case of the absence or inability or refusal to act of any officer of the

Corporation or for any other reason that the directors may deem sufficient, the directors may

delegate all or any of the powers of such officer to any other officer or to any director for the

time being. - 9 -

29. Chair of the Board

The Chair of the Board (if any), shall when present preside at all meetings of the

directors and shareholders, subject to paragraph 44, shall sign such documents as may require his

or her signature in accordance with the by-laws of the Corporation and shall have such other

powers and shall perform such other duties as may from time to time be assigned to the Chair by

resolution of the directors or as are incident to his or her office.

30. Chief Executive Officer

The Chief Executive Officer shall have responsibility, subject to the oversight of

the Board, for general supervision over the business of the Corporation. In the absence of the

Chair of the Board (if any), and if the Chief Executive Officer is also a director of the

Corporation, the Chief Executive Officer shall, when present, preside at all meetings of the

directors, any committee of the directors and shareholders. The Chief Executive Officer shall

sign such contracts, documents or instruments in writing as require his or her signature and shall

have such other powers and shall perform such other duties as may from time to time be assigned

to the Chief Executive Officer by resolution of the directors or as are incident to his or her office.

31. President

The President shall have responsibility for the supervision and management of the

day-to-day business of the Corporation. In the absence of the Chair of the Board (if any) and the

Chief Executive Officer (if a different individual from the President), and if the President is also

a director of the Corporation, the President shall, when present, preside at all meetings of the

directors, any committee of the directors and shareholders. The President shall sign such

contracts, documents or instruments in writing as require his or her signature and shall have such

other powers and shall perform such other duties as may from time to time be assigned to the

President by resolution of the directors or as are incident to his or her office.

32. Executive Vice-President

The Executive Vice-President or, if more than one, the Executive Vice-Presidents

in order of seniority, shall be vested with all the powers and shall perform all the duties of the

President in the absence or inability or refusal to act of the President, provided, however, that an

Executive Vice-President who is not a director shall not preside as chair at any meeting of

shareholders. The Executive Vice-President or, if more than one, the Executive Vice-Presidents

in order of seniority, shall sign such contracts, documents or instruments in writing as require his

or her or their signatures and shall also have such other powers and duties as may from time to

time be assigned to him or her or them by resolution of the board of directors or as are incident to

his or her or their office.

33. Vice-President

The Vice-President or, if more than one, the Vice-Presidents in order of seniority,

shall be vested with all the powers and shall perform all the duties of the President in the absence

or inability or refusal to act of the President, provided, however, that a Vice-President who is not

a director shall not preside as chair at any meeting of directors or shareholders. The Vice-- 10 -

President or, if more than one, the Vice-Presidents in order of seniority, shall sign such contracts,

documents or instruments in writing as require his or her or their signatures and shall also have

such other powers and duties as may from time to time be assigned to him or her or them by

resolution of the directors or as are incident to his or her or their office.

34. Secretary

The Secretary shall give or cause to be given notices for all meetings of the

directors, any committee of the directors and shareholders when directed to do so and shall have

charge of the minute books of the Corporation and, subject to the provisions of paragraph 51

below, of the documents and registers referred to in subsections 140(1) and (2) of the Act. The

Secretary shall sign such contracts, documents or instruments in writing as require his or her

signature and shall have such other powers and duties as may from time to time be assigned to

the Secretary by resolution of the directors or as are incident to his or her office.

35. Treasurer

Subject to the provisions of any resolution of the directors, the Treasurer shall

have the care and custody of all the funds and securities of the Corporation and shall deposit the

same in the name of the Corporation in such bank or banks or with such other depositary or

depositaries as the directors may by resolution direct. The Treasurer shall prepare and maintain

adequate accounting records. The Treasurer shall sign such contracts, documents or instruments

in writing as require his or her signature and shall have such other powers and duties as may

from time to time be assigned to the Treasurer by resolution of the directors or as are incident to

his or her office. The Treasurer may be required to give such bond for the faithful performance

of his or her duties as the directors in their uncontrolled discretion may require and no director

shall be liable for failure to require any such bond or for the insufficiency of any such bond or

for any loss by reason of the failure of the Corporation to receive any indemnity thereby

provided.

36. Assistant Secretary and Assistant Treasurer

The Assistant Secretary or, if more than one, the Assistant Secretaries in order of

seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of

seniority, shall perform all the duties of the Secretary and Treasurer, respectively, in the absence

or inability to act of the Secretary or Treasurer as the case may be. The Assistant Secretary or

Assistant Secretaries, if more than one, and the Assistant Treasurer or Assistant Treasurers, if

more than one, shall sign such contracts, documents or instruments in writing as require his or

her or their signatures respectively and shall have such other powers and duties as may from time

to time be assigned to them by resolution of the directors or as are incident to his or her or their

office.

SHAREHOLDERS' MEETINGS

37. Annual and Special Meetings

Subject to subsection 104(1) of the Act, the directors of the Corporation, - 11 -

(a) shall call an annual meeting of shareholders not later than 18 months after the

Corporation comes into existence and subsequently not later than 15 months after

holding the last preceding annual meeting; and

(b) may at any time call a special meeting of shareholders.

38. Place of Meetings

Subject to the articles, a meeting of the shareholders of the Corporation may be

held at such place in or outside Ontario as the directors may determine or, in the absence of such

a determination, at the place where the registered office of the Corporation is located.

39. Meeting by Electronic Means

A meeting of the shareholders may be held by telephonic or electronic means and

a shareholder who, through those means, votes at the meeting or establishes a communications

link to the meeting shall be deemed for the purposes of the Act to be present at the meeting. A

meeting held by telephonic or electronic means shall be deemed to be held at the place where the

registered office of the Corporation is located.

40. Record Dates for Notice of Meetings

The directors may fix in advance a date as the record date for determining

shareholders entitled to receive notice of a meeting of shareholders, but such record date shall

not precede by more than 60 days or by less than 30 days the date on which the meeting is to be

held.

If no record date is fixed, the record date for the determination of shareholders

entitled to receive notice of a meeting of the shareholders shall be,

(i) at the close of business on the day immediately preceding the day on which notice

is given, or

(ii) if no notice is given, the day on which the meeting is held.

41. Shareholder List

The Corporation shall prepare a list of shareholders entitled to receive notice of a

meeting, arranged in alphabetical order and showing the number of shares held by each

shareholder, which list shall be prepared,

(a) if a record date for determining shareholders entitled to receive notice of the

meeting has been fixed, not later than 10 days after such record date; or

(b) if no record date has been fixed, on the record date established in accordance with

paragraph 40 above.

A shareholder whose name appears on such list is entitled to vote the shares shown opposite the

shareholder's name at the meeting to which the list relates. - 12 -

42. Notice

A notice stating the day, hour and place of meeting and, if special business is to

be transacted thereat, stating (or accompanied by a statement of) (i) the nature of that business in

sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (ii) the text

of any special resolution or by-law to be submitted to the meeting, shall be sent to each

shareholder entitled to vote at the meeting, to each director of the Corporation and to the auditor

of the Corporation by prepaid mail or personal delivery not less than 21 days and not more than

50 days (exclusive of the day of mailing and of the day for which notice is given) before the date

of every meeting, and shall be addressed to the latest address of each such person as shown in the

records of the Corporation or its transfer agent, or if no address is shown therein, then to the last

address of each such person known to the Secretary. Notwithstanding the foregoing, a meeting

of shareholders may be held for any purpose at any date and time and at any place without notice

if all the shareholders and other persons entitled to notice of such meeting are present in person

or represented by proxy at the meeting (except where a shareholder or such other person attends

the meeting for the express purpose of objecting to the transaction of any business on the

grounds that the meeting is not lawfully called) or if all the shareholders and other persons

entitled to notice of such meeting and not present in person nor represented by proxy thereat

waive notice of the meeting. Notice of any meeting of shareholders or the time for the giving of

any such notice or any irregularity in any such meeting or in the notice thereof may be waived in

any manner by any shareholder, the duly appointed proxy of any shareholder, any director or the

auditor of the Corporation and any other person entitled to attend a meeting of shareholders, and

any such waiver may be validly given before, at or after the meeting to which such waiver

relates.

The auditor (if any) of the Corporation is entitled to receive notice of every

meeting of shareholders of the Corporation and, at the expense of the Corporation, to attend and

be heard thereat on matters relating to auditor's duties.

43. Omission of Notice

The accidental omission to give notice of any meeting to or the non-receipt of any

notice by any person shall not invalidate any resolution passed or any proceeding taken at any

meeting of shareholders.

44. Chair

The Chair of the Board (if any) shall when present preside at all meetings of

shareholders. In the absence of, or at the request of, the Chair of the Board (if any), the President

or, if the President is also absent, a Vice-President (if any) shall act as chair. If none of such

officers is present at a meeting of shareholders, the shareholders present entitled to vote shall

choose a director as chair of the meeting and if no director is present or if all the directors decline

to take the chair then the shareholders present shall choose one of their number to be chair.

45. Votes

Votes at meetings of the shareholders may be cast either personally or by proxy.

At every meeting at which a shareholder is entitled to vote, such shareholder (if present in - 13 -

person) or the proxyholder for such shareholder shall have one vote on a show of hands. Upon a

ballot on which a shareholder is entitled to vote, every shareholder (if present in person or by

proxy) shall have one vote for every share registered in such shareholder's name, subject to any

contrary provisions of the Corporation's articles.

Every question submitted to any meeting of shareholders shall be decided in the

first instance on a show of hands and in case of an equality of votes the chair of the meeting shall

on a ballot have a second or casting vote in addition to the vote or votes to which the chair may

be entitled as a shareholder or proxyholder.

At any meeting, unless a ballot is demanded by a shareholder or proxyholder

entitled to vote at the meeting, either before or after any vote by a show of hands, a declaration

by the chair of the meeting that a resolution has been carried or carried unanimously or by a

particular majority or lost or not carried by a particular majority shall be evidence of the fact

without proof of the number or proportion of votes recorded in favour of or against the motion.

If at any meeting a ballot is demanded on the election of a chair or on the question

of adjournment or termination, the ballot shall be taken forthwith without adjournment. If a

ballot is demanded on any other question or as to the election of directors, the ballot shall be

taken either at once or later at the meeting or after adjournment as the chair of the meeting

directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the

ballot was demanded. A demand for a ballot may be made either before or after any vote by a

show of hands and may be withdrawn.

Where the chair of a meeting of shareholders declares to the meeting that, to the

best of his or her belief, if a ballot is conducted, the total number of votes attached to the shares

represented at the meeting by proxy required to be voted against what will be the decision of the

meeting in relation to any matter or group of matters is less than 5% of all of the votes that might

be cast at the meeting on such ballot, and where a shareholder, proxyholder or alternate

proxyholder does not demand a ballot prior to the vote,

(a) the chair may conduct the vote in respect of that matter or group of matters by a

show of hands; and

(b) a proxyholder or alternate proxyholder may vote in respect of that matter or group

of matters by a show of hands, notwithstanding any directions or instructions to

the contrary given to such proxyholder or alternate proxyholder from any

shareholder who appointed such proxyholder or alternate proxyholder.

Where a body corporate or association is a shareholder, any individual authorized

by a resolution of the directors or governing body of the body corporate or association may

represent it at any meeting of shareholders and exercise at such meeting on behalf of the body

corporate or association all the powers it could exercise if it were an individual shareholder,

provided that the Corporation or the chair of the meeting may require such shareholder or such

individual authorized by it to furnish a certified copy of such resolution or other appropriate

evidence of the authority of such individual. - 14 -

Where two or more persons hold the same share or shares jointly, any one of such

persons present at a meeting of shareholders has the right, in the absence of the other or others, to

vote in respect of such share or shares, but if more than one of such persons are present or

represented by proxy and vote, they shall vote together as one on the share or shares jointly held

by them.

46. Proxies

Every shareholder, including a shareholder that is a body corporate, entitled to

vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or

proxyholders or one or more alternate proxyholders, who need not be shareholders, as the

shareholder's nominee to attend and act at the meeting in the manner, to the extent and with the

authority conferred by the proxy.

A form of proxy shall be in written or printed format or a format generated by

telephonic or electronic means and shall comply with the regulations under the Act. A form of

proxy becomes a proxy when completed and signed in writing or by electronic signature by the

shareholder or his or her attorney authorized by a document that is signed in writing or by

electronic signature or, if the shareholder is a body corporate, by an officer or attorney thereof

duly authorized. If a proxy or document authorizing an attorney is signed by electronic

signature, the means of electronic signature shall permit a reliable determination that the proxy

or document was created or communicated by or on behalf of the shareholder or the attorney, as

the case may be. Any such proxy appointing a proxyholder to attend and act at a meeting or

meetings of shareholders ceases to be valid one year from its date.

The directors may by resolution fix a time not exceeding 48 hours, excluding

Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before

which time proxies to be used at that meeting must be deposited with the Corporation or its agent

(subject to the rights of shareholders to revoke proxies, as provided below), and any period of

time so fixed shall be specified in the notice calling the meeting.

A shareholder may revoke a proxy by an instrument in writing or a revocation

signed in any manner that a proxy itself may be signed, as set out above, or in any other manner

permitted by law. Such an instrument in writing or revocation must be received at the registered

office of the Corporation at any time up to and including the last business day preceding the day

of the meeting, or any adjournment of it, at which the proxy is to be used, or by the chair of the

meeting on the day of the meeting or an adjournment of it.

47. Adjournment

The chair of the meeting may with the consent of the meeting adjourn any

meeting of shareholders from time to time to a fixed time and place and if the meeting is

adjourned for less than 30 days, no notice of the time and place for the holding of the adjourned

meeting need be given to any shareholder, other than by announcement at the earliest meeting

that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an

aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original

meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of

more than 90 days, section 111 of the Act does not apply. Any adjourned meeting shall be duly - 15 -

constituted if held in accordance with the terms of the adjournment and a quorum is present

thereat. The persons who form the quorum at the adjourned meeting need not be the same

persons who formed the quorum at the original meeting. If there is no quorum present at the

adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its

adjournment. Any business may be brought before or dealt with at any adjourned meeting which

might have been brought before or dealt with at the original meeting in accordance with the

notice calling the same.

48. Quorum

Two persons present and each holding or representing by proxy at least one issued

share of the Corporation shall be a quorum of any meeting of shareholders for the choice of a

chair of the meeting and for the adjournment of the meeting to a fixed time and place but may

not transact any other business; for all other purposes a quorum for any meeting shall be persons

present not being less than two in number and holding or representing by proxy not less than

25% of the total number of votes attaching to the issued shares of the Corporation for the time

being enjoying voting rights at such meeting. If a quorum is present at the opening of a meeting

of shareholders, the shareholders present may proceed with the business of the meeting,

notwithstanding that a quorum is not present throughout the meeting.

Notwithstanding the foregoing, if the Corporation has only one shareholder, or

only one shareholder of any class or series of shares, the shareholder present in person or by

proxy constitutes a meeting and a quorum for such meeting.

SHARES AND TRANSFERS

49. Issuance

Subject to the articles of the Corporation, shares in the Corporation may be issued

at such time and issued to such persons and for such consideration as the directors may

determine.

50. Security Certificates

Security certificates (and the form of transfer power on the reverse side thereof)

shall (subject to compliance with section 56 of the Act) be in such form as the directors may

from time to time by resolution approve and, subject to subsection 55(3) of the Act, such

certificates shall be signed manually by at least one director or officer of the Corporation or by or

on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating

agent of the Corporation, or by a trustee who certifies it in accordance with a trust indenture, and

any additional signatures required on a security certificate may be printed or otherwise

mechanically reproduced thereon. If a securities certificate contains a printed or mechanically

reproduced signature of a person, the Corporation may issue the security certificate even though

the person has ceased to be a director or officer of the Corporation, and the security certificate is

as valid as if the person were a director or an officer at the date of its issue. - 16 -

51. Transfer Agents

For each class of securities and warrants issued by the Corporation, the directors

may from time to time by resolution appoint or remove,

(a) a trustee, transfer agent or other agent to keep the securities register and the

register of transfers and one or more persons or agents to keep branch registers;

and

(b) a registrar, trustee or agent to maintain a record of issued security certificates and

warrants,

and, subject to section 48 of the Act, one person may be appointed for the purposes of both

clauses (a) and (b) in respect of all securities and warrants of the Corporation or any class or

classes thereof.

52. Surrender of Security Certificates

Subject to the provisions of the Securities Transfer Act, 2006, no transfer of a

security issued by the Corporation shall be recorded or registered unless and until either (i) the

security certificate representing the security to be transferred has been surrendered and cancelled,

or (ii) if no security certificate has been issued by the Corporation in respect of such share, a duly

executed security transfer power in respect thereof has been presented for registration.

53. Defaced, Destroyed, Stolen or Lost Security Certificates

In case of the defacement, destruction, theft or loss of a security certificate, the

fact of such defacement, destruction, theft or loss shall be reported by the owner to the

Corporation or to an agent of the Corporation (if any) acting on behalf of the Corporation, with a

statement verified by oath or statutory declaration as to the defacement, destruction, theft or loss

and the circumstances concerning the same and with a request for the issuance of a new security

certificate to replace the one so defaced, destroyed, stolen or lost. Upon the giving to the

Corporation (or, if there is such an agent, then to the Corporation and to such agent) of an

indemnity bond of a surety company in such form as is approved by any authorized officer of the

Corporation, indemnifying the Corporation (and such agent, if any) against all loss, damage and

expense, which the Corporation and/or such agent may suffer or be liable for by reason of the

issuance of a new security certificate to such shareholder, and provided the Corporation or such

agent does not have notice that the security has been acquired by a bona fide purchaser, a new

security certificate may be issued in replacement of the one defaced, destroyed, stolen or lost, if

such issuance is ordered and authorized by any authorized officer of the Corporation or by

resolution of the directors.

DIVIDENDS

54. Declaration and Payment of Dividends

The directors may from time to time by resolution declare and the Corporation

may pay dividends on its issued shares, subject to the provisions (if any) of the Corporation's - 17 -

articles. The directors may declare and the Corporation may pay a dividend by issuing fully paid

shares of the Corporation or options or rights to acquire fully paid shares of the Corporation and,

subject to the following paragraph, the Corporation may pay a dividend in money or property.

The directors shall not declare and the Corporation shall not pay a dividend if

there are reasonable grounds for believing that:

(a) the Corporation is or, after the payment, would be unable to pay its liabilities as

they become due; or

(b) the realizable value of the Corporation's assets would thereby be less than the

aggregate of its liabilities and stated capital of all classes.

55. Joint Securityholders

If two or more persons are registered as the joint holders of any securities of the

Corporation, any one of such persons may give effectual receipts in respect of such securities for

all dividends or other distributions thereon and all payments on account of principal, interest or

redemption proceeds or other securities into which such securities may be converted or

exchanged.

RECORD DATES

56. Record Dates for Notice of Meetings

For a description of record dates for determining shareholders entitled to receive

notice of a meeting of shareholders, refer to paragraph 40 above.

57. Dividends, Distributions or Other Purposes

The directors may fix in advance a date as the record date for the determination of

shareholders (i) entitled to receive payment of a dividend, (ii) entitled to participate in a

liquidation or distribution, or (iii) for any other purpose except the right to receive notice of or to

vote at a meeting of shareholders (the right to fix which is described in paragraph 40 above), but

such record date shall not precede by more than 50 days the particular action to be taken.

If no record date is fixed, the record date for the determination of shareholders for

any purpose, other than to establish a record date for the determination of shareholders entitled to

receive notice of a meeting of shareholders or to vote, shall be the close of business on the day

on which the directors pass the resolution relating thereto.

58. Notice of Record Date

If a record date is fixed, unless notice of the record date is waived in writing by

every holder of a share of the class or series affected whose name is set out in the securities

register at the close of business on the day the directors fix the record date, notice thereof shall

be given, not less than seven days before the date so fixed, - 18 -

(a) by advertisement in a newspaper published or distributed in the place where the

Corporation has its registered office and in each place in Canada where it has a

transfer agent or where a transfer of its shares may be recorded; and

(b) by written notice to each stock exchange in Canada on which the shares of the

Corporation are listed for trading.

VOTING SECURITIES IN OTHER ISSUERS

59. All securities of any other body corporate or issuer of securities carrying voting

rights held from time to time by the Corporation may be voted at all meetings of shareholders,

bondholders, debenture holders or holders of such securities, as the case may be, of such other

body corporate or issuer and in such manner as the duly authorized signing officers of the

Corporation shall from time to time determine or by such person or persons as the duly

authorized signing officers of the Corporation shall from time to time determine.

NOTICES, ETC.

60. Service

Any notice or other document required to be given or sent by the Corporation to

any shareholder or director or the auditor of the Corporation shall be delivered personally or sent

by prepaid mail or fax, electronic mail or other electronic means capable of producing a written

copy addressed to:

(a) such shareholder at such shareholder's latest address as shown on the records of

the Corporation or its transfer agent;

(b) such director at such director's latest address as shown in the records of the

Corporation or in the last notice filed under the Corporations Information Act,

whichever is the more current; and

(c) the auditor of the Corporation at the auditor's latest address known to the

Corporation.

With respect to every notice or other document sent by prepaid mail, it shall be sufficient to

prove that the envelope or wrapper containing the notice or other document was properly

addressed and put into a post office or into a post office letter box and shall be deemed to be

received by the addressee on the fifth day after mailing.

61. Shareholders Who Cannot be Found

If the Corporation sends a notice or document to a shareholder and the notice or

document is returned on three consecutive occasions because the shareholder cannot be found,

the Corporation is not required to send any further notices or documents to the shareholder until

such shareholder informs the Corporation in writing of the shareholder's new address. - 19 -

62. Shares Registered in More than One Name

All notices or other documents shall, with respect to any shares in the capital of

the Corporation registered in more than one name, be given to whichever of such persons is

named first in the records of the Corporation and any notice or other document so given shall be

sufficient notice or delivery of such document to all the holders of such shares.

63. Persons Becoming Entitled by Operation of Law

Every person who by operation of law, transfer or by any other means whatsoever

shall become entitled to any shares in the capital of the Corporation shall be bound by every

notice or other document in respect of such shares which prior to his name and address being

entered on the records of the Corporation shall have been duly given to the person or persons

from whom he derives his title to such shares.

64. Deceased Shareholder

Any notice or other document delivered or sent by post or left at the address of

any shareholder as the same appears in the records of the Corporation shall, notwithstanding that

such shareholder be then deceased and whether or not the Corporation has notice of such

shareholder's death, be deemed to have been duly served in respect of the shares held by such

shareholder (whether held solely or with other persons) until some other person be entered in

such shareholder's stead in the records of the Corporation as the holder or one of the holders

thereof and such service shall for all purposes be deemed a sufficient service of such notice or

other document on such shareholder's heirs, executors, administrators or personal representatives

and all persons (if any) interested with such shareholder in such shares.

65. Signatures to Notices

The signature of any director or officer of the Corporation to any notice may be

written, printed or otherwise mechanically reproduced.

66. Computation of Time

Where a given number of days' notice or notice extending over any period is

required to be given under any provisions of the articles or by-laws of the Corporation, such time

periods shall be calculated in accordance with Section 89 of the Legislation Act, 2006 (Ontario),

unless an alternative method for calculating a time period is provided.

67. Proof of Service

A certificate of any officer of the Corporation in office at the time of the making

of the certificate or of an agent of the Corporation as to facts in relation to the mailing or delivery

or service of any notice or other documents to any shareholder, director, officer or auditor or

publication of any notice or other document shall be conclusive evidence thereof and shall be

binding on every shareholder, director, officer or auditor of the Corporation, as the case may be. - 20 -

CHEQUES, DRAFTS, NOTES, ETC.

68. All cheques, drafts or orders for the payment of money and all notes, acceptances

and bills of exchange shall be signed by such officer or officers or other person or persons,

whether or not officers of the Corporation, and in such manner as the directors, or such officer or

officers as may be delegated authority by the directors to determine such matters, may from time

to time designate.

CUSTODY OF SECURITIES

69. All securities (including warrants) owned by the Corporation shall be lodged (in

the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box

or, if so authorized by resolution of the directors, with such other depositaries or in such other

manner as may be determined from time to time by the directors.

All securities (including warrants) belonging to the Corporation may be issued

and held in the name of a nominee or nominees of the Corporation (and if issued or held in the

names of more than one nominee shall be held in the names of the nominees jointly with right of

survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable

transfer thereof to be completed and registration thereof to be effected.

EXECUTION OF CONTRACTS, ETC.

70. Contracts, documents or instruments in writing requiring the signature of the

Corporation may be signed by any two of the officers and directors of the Corporation and all

contracts, documents or instruments in writing so signed shall be binding upon the Corporation

without any further authorization or formality. The directors are authorized from time to time by

resolution to appoint any officer or officers or any other person or persons on behalf of the

Corporation either to sign contracts, documents or instruments in writing generally or to sign

specific contracts, documents or instruments in writing.

The corporate seal of the Corporation may, when required, be affixed to contracts,

documents or instruments in writing signed as aforesaid or by an officer or officers, person or

persons appointed as aforesaid by resolution of the board of directors.

The term "contracts, documents or instruments in writing" as used in this by-law

shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of

property, real or personal, immovable or movable, powers of attorney, agreements, releases,

receipts and discharges for the payment of money or other obligations, conveyances, transfers

and assignments of securities and all paper writings.

In particular, without limiting the generality of the foregoing, any two of the

officers and directors of the Corporation are authorized to sell, assign, transfer, exchange,

convert or convey all securities owned by or registered in the name of the Corporation and to

sign and execute (under the seal of the Corporation or otherwise) all assignments, transfers,

conveyances, powers of attorney and other instruments that may be necessary for the purpose of

selling, assigning, transferring, exchanging, converting or conveying any such securities. - 21 -

The signature or signatures of any such officer or director of the Corporation

and/or of any other officer or officers, person or persons appointed as aforesaid by resolution of

the directors may, if specifically authorized by resolution of the directors, be printed, engraved,

lithographed or otherwise mechanically reproduced upon all contracts, documents or instruments

in writing or bonds, debentures or other securities of the Corporation executed or issued by or on

behalf of the Corporation and all contracts, documents or instruments in writing or securities of

the Corporation on which the signature or signatures of any of the foregoing officers, directors or

persons shall be so reproduced, by authorization by resolution of the directors, shall be deemed

to have been manually signed by such officers, directors or persons whose signature or

signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had

been signed manually and notwithstanding that the officers, directors or persons whose signature

or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or

issue of such contracts, documents or instruments in writing or securities of the Corporation.

FINANCIAL YEAR

71. The financial year of the Corporation shall end on such day in each year as the

board of directors may from time to time by resolution determine.

PASSED by the directors of the Corporation on February 20, 2008.

CONFIRMED by the shareholders of the Corporation on May 6, 2008.

 

 

BARRICK GOLD CORPORATION

BY-LAW NO. 2

A by-law relating generally to the nomination of persons for election of directors of BARRICK GOLD CORPORATION (the “Corporation”).

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the Corporation as follows:

INTRODUCTION

1.        The purpose of this Advance Notice By-law (“By-Law No. 2”) is to establish the conditions and framework under which holders of record of common shares of the Corporation may exercise their right to submit director nominations by fixing a deadline by which such nominations must be submitted by a shareholder to the Corporation prior to any annual or special meeting of shareholders, including without limitation setting forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.

NOMINATIONS OF DIRECTORS

2.        Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation (the “Board”) may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

 

 

(a)

by or at the direction of the Board, including pursuant to a notice of meeting;

 

 

(b)

by or at the direction or request of one or more shareholders pursuant to a “proposal” made in accordance with section 99 of the Act, or a requisition of the shareholders made in accordance with Part VII of the Act; or

 

 

(c)

by any person (a “Nominating Shareholder”): (A) who, at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this By-Law No. 2 and at the close of business on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this By-Law No. 2.

3.        In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given notice thereof that is both timely (in accordance with paragraph 4 below) and in proper written form (in accordance with paragraph 6 below) to the Secretary of the Corporation at the principal executive offices of the Corporation.


 

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4.        To be timely, a Nominating Shareholder’s notice to the Secretary of the Corporation must be made:

 

 

(a)

in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and

 

 

(b)

in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes as well), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

5.        The time periods for the giving of a Nominating Shareholder’s notice set forth in paragraph 4 above shall in all cases be determined based on the original date of the annual meeting or the first public announcement of the date of the annual or special meeting, as applicable, and in no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of such notice.

6.        To be in proper written form, a Nominating Shareholder’s notice to the Secretary of the Corporation must:

 

 

(a)

set forth, as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each, a “Proposed Nominee”):

 

 

(A)

the name, age, business address and residential address of the person;

 

 

(B)

the principal occupation or employment of the person for the past five years;

 

 

(C)

the status of such person as a “resident Canadian” (as such term is defined in the Act);

 

 

(D)

the class or series and number of shares in the capital of the Corporation which are directly or indirectly controlled or which are directly or indirectly owned beneficially or of record by the Proposed Nominee and his or her associates or affiliates as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and the date(s) on which such shares were acquired;


 

- 3 -

 

 

(E)

full particulars regarding any contract, agreement, arrangement, understanding or relationship (collectively, “Arrangements”), including without limitation financial, compensation and indemnity related Arrangements, between the Proposed Nominee or any associate or affiliate of the Proposed Nominee and any Nominating Shareholder or any of its Representatives;

 

 

(F)

any other information relating to the Proposed Nominee or his or her associates or affiliates that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and

 

 

(G)

a duly completed personal information form in respect of the Proposed Nominee in the form prescribed by the principal stock exchange on which the securities of the Corporation are then listed for trading;

 

 

(b)

set forth, as to each Nominating Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination is made:

 

 

(A)

the name, age, business address and, if applicable, residential address of such person;

 

 

(B)

the class or series and number of shares in the capital of the Corporation which are directly or indirectly controlled or which are directly or indirectly owned beneficially or of record by such person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and the date(s) on which such shares were acquired;

 

 

(C)

full particulars regarding (i) any proxy or other Arrangement pursuant to which such person or any of its Representatives has a right to vote or direct the voting of any shares of the Corporation, and (ii) any other Arrangement of such person or any of its Representatives relating to the voting of any shares of the Corporation or the nomination of any person(s) to the Board;

 

 

(D)

full particulars regarding any Arrangement of such person or any of its Representatives, the purpose or effect of which is to alter, directly or indirectly, the economic interest of such person or any of its Representatives in a security of the Corporation or the economic exposure of any such person or any of its Representatives to the Corporation;

 

 

(E)

full particulars of any direct or indirect interest of such person or any of its Representatives in any contract with the Corporation or with any of the Corporation’s affiliates, competitors or material suppliers;


 

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(F)

full particulars regarding any Arrangement, including without limitation financial, compensation and indemnity related Arrangements, between the Proposed Nominee or any associate or affiliate of the Proposed Nominee and such person or any of its Representatives;

 

 

(G)

a representation that the Nominating Shareholder is a holder of record of securities of the Corporation, or a beneficial owner, entitled to vote at such meeting and intends to appear in person or by proxy at the applicable shareholders’ meeting to propose such nomination;

 

 

(H)

a representation as to whether such person or any of its Representatives intends to deliver a proxy circular and/or form of proxy to any shareholder of the Corporation in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Corporation in support of such nomination; and

 

 

(I)

any other information relating to such person or any of its Representatives that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and

 

 

(c)

be accompanied by a questionnaire, representation and agreement, as required by paragraph 7 below, duly completed and signed by each Proposed Nominee, and a written consent signed by each Proposed Nominee consenting to serve as a director of the Corporation if elected.

The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation or a member of any committee of the Board, with respect to independence or any other relevant criteria for eligibility or that could be material to a reasonable shareholder’s understanding of the independence or eligibility, or lack thereof, of such proposed nominee.

7.        A completed questionnaire as required by paragraph 6(c) above shall be in the form provided by the Secretary of the Corporation (upon written request of the Nominating Shareholder), shall include information regarding the background, independence and qualification of each Proposed Nominee and the background of each Nominating Shareholder, and shall include a written representation and agreement (in the form provided by the Secretary of the Corporation upon written request of the Nominating Shareholder) confirming, among other things:


 

- 5 -

 

 

(a)

that such Proposed Nominee is qualified to act as a director of the Corporation pursuant to the Act and the by-laws of the Corporation; and

 

 

(b)

that neither such Proposed Nominee nor any of his or her associates or affiliates is a party to or will become a party to any Arrangement with, or has given or will give any commitment or assurance to, any person, as to how such Proposed Nominee, if elected as a director of the Corporation, will act or vote on any issue or question, or with respect to any direct or indirect compensation, payment, reimbursement, indemnification or other financial arrangement or understanding in connection with candidacy or service or action as a director of the Corporation, that has not been disclosed to the Corporation in accordance with the foregoing provisions of this By-Law No. 2.

8.        All information to be provided in a timely notice pursuant to paragraph 6 above shall be provided as of the date of such notice. If requested by the Corporation, the Nominating Shareholder shall update such information forthwith so that it is true and correct in all material respects as of the date that is 10 business days prior to the date of the meeting, or any adjournment or postponement thereof.

9.        For the avoidance of doubt, paragraph 2 above shall be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Corporation. No person shall be eligible for election as a director of the Corporation unless such person has been nominated in accordance with the provisions of this By-Law No. 2; provided, however, that nothing in this By-Law No. 2 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which such shareholder would have been entitled to submit a proposal pursuant to section 99 of the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

10.        For purposes of this By-Law No. 2:

 

 

(a)

Act” means the Business Corporations Act, R.S.O. 1990, c. B.16 and the regulations thereunder, as from time to time amended, and every statute or regulation that may be substituted therefor and, in the case of such amendment or substitution, any reference in this By-Law No. 2 shall be read as referring to the amended or substituted provisions;

 

 

(b)

Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada;


 

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(c)

public announcement” means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and

 

 

(d)

Representatives” of a person means the affiliates and associates of such person, all persons acting jointly or in concert with any of the foregoing, and the affiliates and associates of any of such persons acting jointly or in concert, and “Representative” means any one of them.

11.        Notwithstanding any other provision of this By-Law No. 2 or any other by-law of the Corporation, any notice or other document or information required to be given to the Secretary of the Corporation pursuant to this By-Law No. 2 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Secretary at the address of the principal executive offices of the Corporation, emailed (to the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

12.        Notwithstanding the foregoing, the Board may, in its sole discretion, waive all or any of the requirements in this By-Law No. 2.

13.        The chair of any meeting of shareholders of the Corporation shall have the power to determine whether any proposed nomination is made in accordance with the provisions of this By-Law No. 2, and if any proposed nomination is not in compliance with such provisions, must declare that such defective nomination shall not be considered at any meeting of shareholders.

14.        Despite any other provision of this By-Law No. 2, if the Nominating Shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders of the Corporation to present the nomination, or if a Proposed Nominee fails to meet with the Corporate Governance and Nominating Committee (or its equivalent) at such committee’s request, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

15.        Nothing in this By-Law No. 2 shall obligate the Corporation or the Board to include in any proxy statement or other shareholder communication distributed by or on behalf of the Corporation or the Board any information with respect to any proposed nomination or any Nominating Shareholder or Proposed Nominee.

PASSED by the directors of the Corporation on July 31, 2013.

CONFIRMED by the shareholders of the Corporation on n, 2014.

 

[As Filed: 07-31-2013]