Northgate Minerals Corp (NXG)

[susayre]

BCSC Judgment and Standstill Agreement

http://www.courts.gov.bc.ca/jdb-txt/sc/06/10/2006bcsc1022.htm

In the Supreme Court of British Columbia
Aurizon v. Northgate , 2006 BCSC 1022

(86) Aurizon is entitled to a declaration that the terms of the Northgate Agreement are and remain binding upon Northgate and that Northgate is bound by the Standstill Provision until October 19, 2006. Northgate is enjoined from pursuing its Offer until that date.

Appendix A: Confidentiality and Standstill Agreement:

No Purchase of Securities or Acts of Control: The Receiving Party hereby agrees that for a period of one (1) year from the date hereof; neither the Receiving Party, Receiving Party Representatives or any Affiliate (as that term is defined in Rule 405 under the United States Securities Act of 1933, as amended, or under section 1(2) of the Securities Act (Ontario) of the Receiving Party (regardless of whether such person or entity is an Associate or Affiliate on the ate hereon) will, without the prior written approval by the Board of Directors of Aurizon:

(a) Acquire, directly or indirectly, by purchase or otherwise, any voting securities or securities convertible into an exchangeable for voting securities, or direct or indirect rights or options to acquire any voting securities, of Aurizon;
(b) make, or in any way participate, directly or indirectly, in any "solicitation of proxies" to vote...or seek to advise or influence any other person or entity with respect to the voting securities of Aurizon;
(c) form, join or in any way participate in a "group" (within the meaning of Section....) with respect to any voting securities of Aurizon;
(d) otherwise act, alone or in concert with others, to seek to control the management, Board of Directors or policies of Aurizon; or,
(e) contact or otherwise communicate with any shareholder of Aurizon with a view to discussing any possible transaction or any other direct or indirect purchase of voting securities of Aurizon.