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Placer Dome Board Of Directors Unanimously Recommends Shareholders Reject Barrick's Hostile Takeover Bid.


VANCOUVER, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography
 -- This news release contains "forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" that are subject to risk factors set out in the cautionary note contained within this news release. All amounts are in United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  ("U.S.") dollars, in accordance with U.S. generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 ("GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
").

The Board of Directors of Placer Dome Placer Dome was a large mining company specializing in gold and other precious metals, with corporate headquarters in Vancouver, British Columbia, Canada.

Barrick has acquired 100% of the Placer Dome shares on January 20, 2006, and has integrated the company into its own.
 Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
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:PDG PDG Président Directeur Général (CEO)
PDG Particle Data Group
PDG Past District Governor
PDG Parti Democratique Gabonais (Gabonese Democratic Party)
PDG Product Development Group
PDG Program Dependence Graph
)(NYSE NYSE

See: New York Stock Exchange
:PDG)(SWX SWX Swiss Exchange (trademark of SWX Swiss Exchange)
SWX SolidWorks (3D solid modeling CAD software)
SWX Splitter / Wave Division Multiplexer
:PDG)(ASX ASX

See: Australian Stock Exchange
:PDG)(BOURSE bourse (brs), term applied to a European stock exchange. The first international bourse was established in Antwerp in the 16th cent. :PDG) today unanimously recommended that shareholders reject Barrick Gold Barrick Gold Corporation TSX: ABX NYSE: ABX is the largest pure gold mining company in the world, with its headquarters in Toronto, Ontario, Canada; and four regional business units (RBU's) located in Australia, Africa, North America and South America.  Corporation's hostile takeover Hostile Takeover

A takeover attempt that is strongly resisted by the target firm.

Notes:
Hostile takeovers are usually bad news, as the employee moral of the target firm can quickly turn to animosity against the acquiring firm.
 bid and not tender their shares to the Barrick offer. The Board's recommendation is contained in a Directors' Circular being filed today.

The Directors' Circular contains the Board's recommendation as well as a discussion of its reasons for recommending shareholders reject the Barrick offer, as well as other information required under applicable Canadian and U.S. law. Shareholders are urged to read the Directors' Circular in its entirety.

In making its recommendation, the Board considered many factors, including the report and recommendation of a Special Committee of independent directors and written opinions from Placer Dome's financial advisors - CIBC World Markets CIBC World Markets is the investment banking division of the Canadian Imperial Bank of Commerce. It helps governments, large companies, and other large institutions obtain capital and credit and is a primary dealer in U.S. Treasury securities.  Inc., Goldman, Sachs & Co. and Morgan Stanley To comply with Wikipedia's , the introduction of this article needs a complete rewrite.  & Co. Incorporated - each of which states that, as of the date of such opinions, the consideration offered by Barrick was inadequate, from a financial point of view, to Placer Dome shareholders. The full text of these opinions is included in the Directors' Circular.

"We believe Barrick's offer is financially inadequate, opportunistic, and fails to recognize the value of Placer Dome's assets and long-term growth profile," said Robert Franklin, Chairman of the Placer Dome Board and Special Committee." It appears Barrick needs to address a projected decline in its gold production and the negative consequences of its hedging strategy, but we fail to see how the Barrick offer serves the long-term interests of Placer Dome shareholders."

Reasons for the Recommendation

The Board believes the Barrick offer fails to provide full value for the Placer Dome assets and common shares and is an attempt by Barrick to acquire Placer Dome without offering adequate consideration to Placer Dome shareholders. The Board cited a number of reasons for its recommendation, including that:

- The Board believes the Barrick offer fails to adequately compensate Placer Dome shareholders for the strategic value of Placer Dome's assets.

- Placer Dome's gold production is expected to increase, while Barrick's gold production is expected to decrease by 2010.

- The Board believes the timing of the Barrick offer is opportunistic and disadvantageous dis·ad·van·ta·geous  
adj.
Detrimental; unfavorable.



dis·advan·ta
 to Placer Dome shareholders.

- The Board believes the Barrick offer does not reflect an adequate premium for control of Placer Dome.

- The consideration offered under the Barrick offer represents a discount to the current trading price Trading price

The price at which a security is currently selling.
 of Placer Dome's common shares.

- The value of the consideration being offered under the Barrick offer is uncertain and highly dependent on the value of Barrick shares.

- The Board believes the Barrick shares are subject to risk and uncertainty due to Barrick's hedging practices and strategy.

- There is a risk that Pascua-Lama, Barrick's largest development project, may not be developed or may not be developed on an economically viable basis.

- The Board believes the sale by Barrick to Goldcorp of Placer Dome's Canadian assets fails to maximize the value of the assets being sold.

- Superior proposals or other alternatives may emerge.

- The Barrick offer is highly conditional.

- The Barrick offer is not a Permitted Bid under Placer Dome's Rights Plan.

A discussion of each of these reasons is provided in the Directors' Circular.

"It's easy to see why Barrick needs Placer Dome, but it's difficult to understand why Placer Dome should want Barrick," said Peter Tomsett, President and Chief Executive Officer. "We have the industry's best long-term growth profile and the financial strength and operating expertise to turn that potential into significant and sustainable value Sustainable Value

Sustainable Value is an approach to measure and manage sustainability performance. The concept was developed by researchers who are working today for Queen's University Belfast
 for our shareholders."

Mr. Tomsett added, "Barrick has a number of solid mines, but from the perspective of a Placer Dome shareholder, what Barrick brings to the table is declining long-term production, execution risk with the Pascua-Lama project, a loss of strategic assets via the sale to Goldcorp, and no clear strategy for eliminating a 13.6 million ounce hedge position with a negative mark-to-market of $2.4 billion at the end of the third quarter. Given that Placer Dome shareholders would own approximately 35% of the combined entity, our Board sees little sense in diluting the growth and value inherent in Placer Dome shares where the main beneficiaries will be the current Barrick shareholders."

As discussed in the Directors' Circular, the Board and the Special Committee, together with Placer Dome's management and financial and legal advisors, are working to evaluate a range of strategic alternatives that may enhance shareholder value. Placer Dome has been solicited by and has initiated contact with a number of third parties who have expressed an interest in considering alternative transactions. Placer Dome has established an electronic data room for the purpose of providing confidential information Noun 1. confidential information - an indication of potential opportunity; "he got a tip on the stock market"; "a good lead for a job"
steer, tip, wind, hint, lead
 to third parties. Prior to gaining access to the data room, third parties have been required to enter into confidentiality and standstill agreements Standstill agreement

Contract by which the bidding firm in a takeover attempt agrees to limit its holdings of another firm.


standstill agreement 
 with Placer Dome.

Discussions are being pursued with various of these third parties in order to generate value enhancing alternatives. Certain of these parties have begun to examine confidential information, and while it is impossible to predict whether any transactions will emerge from these efforts and discussions, due to the strategic value of quality gold and copper assets the Board believes Placer Dome and its assets are potentially very attractive to other parties in addition to Barrick.

In the Directors' Circular, the Board cautions shareholders that tendering into the Barrick offer before the Board and its advisors have had an opportunity to fully explore all available alternatives to the Barrick offer may preclude the possibility of a financially superior alternative transaction emerging.

Mr. Tomsett added, "We are committed to enhancing value for our shareholders and will aim to do so through the continued execution of our strategy and the active consideration of potential alternatives."

Availability of the Directors' Circular

Shareholders are urged to read the Directors' Circular in its entirety. The document is available free of charge on Placer Dome's website at www.placerdome.com, on SEDAR SEDAR System for Electronic Document Analysis and Retrieval
SEDAR Southeast Data, Assessment, and Review
 at www.sedar.com and will be filed as part of a Schedule 14D-9 with the US Securities and Exchange Commission (SEC), and available free of charge at www.sec.gov. Copies of the Directors' Circular are any portion of the circumference of a circle.

See also: Circular
 being mailed to all Placer Dome shareholders.

Investment Community Conference Call

Placer Dome will host a conference call for the investment community on Wednesday, November 23, 2005 at 9:30 am EST/6:30 am PST PST Paroxysmal supraventricular tachycardia, see there . Dialing instructions for the call are as follows:

North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. : 1-800-470-5906

International: (212) 341-7087

The call will be webcast and can be accessed via the company's website at www.placerdome.com. A replay of the investment community conference call will be available for replay. Instructions for accessing the replay will be provided on the company's website when it is available.

Media Conference Call

Placer Dome will host a conference call for the news media on Wednesday, November 23, 2005 at 10:30 am EST/7:30 am PST. The call will include introductory comments from Placer Dome's Chairman Rob Franklin and President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Peter Tomsett, followed by a brief Q&A. Dialing instructions for the call are as follows:

North America: 1-800-840-6238

International: (212) 346-6536

For Investor Questions, Including How to Withdraw Shares from the Barrick Offer

Shareholders who have questions or who may have already tendered their shares to the Barrick offer and wish to withdraw them, may do so by contacting Georgeson Shareholder, the information agent retained by Placer Dome, toll free at:

North America: 1 866 245-2999

Australia: 1 300 658-874

Banks and brokers call collect: (212) 440-9800

About Placer Dome

Placer Dome is a global gold mining company employing more than 13,000 people at 16 mining operations in seven countries. The Vancouver-based company's shares trade on the Toronto, New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, Swiss and Australian stock exchanges Australian Stock Exchange (ASX)

Australia's major securities market, formed when the six state stock exchanges (Adelaide, Brisbane, Hobart, Melbourne, Perth, and Sydney stock exchanges) were merged in 1987.
 and Euronext-Paris under the symbol PDG.

Note to Security Holders: In response to the exchange offer by Barrick Gold Corporation, Placer Dome is filing in Canada and the U.S. and mailing to its shareholders a Directors' Circular dated November 23, 2005, and is filing with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, which includes the Directors' Circular as an exhibit thereto. These documents set forth the full response of the Board of Directors of Placer Dome to the Barrick Offer. Securityholders are urged to read the Directors' Circular, as well as the Solicitation/Recommendation Statement on Schedule 14D-9 and the other documents filed as exhibits thereto, because they contain important information. Security holders may obtain a copy of the Directors' Circular as well as any other documents filed by Placer Dome in connection with the exchange offer by Barrick, free of charge at the SEC's website at www.sec.gov, from Placer Dome at www.placerdome.com, or by contacting Georgeson Shareholder, the information agent retained by Placer Dome, at 1-866-245-2999.
Head office
Suite 1600, Bentall IV
1055 Dunsmuir Street
(PO Box 49330,
Bentall Postal Station)
Vancouver, B.C. Canada V7X 1P1
Tel: (604) 682-7082
On the internet: www.placerdome.com



CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements that were based on expectations, estimates and projections as of the date of this press release. Generally these forward-looking statements can be identified by the use of forward-looking terminology such as "believe", "potential", "expect", "forecast", "estimate", "would", "could", "if" and "may". Any forward-looking statement is subject to known and unknown risks, uncertainties and other factors which may cause actual results and developments to materially differ from those expressed by, or implied by the forward-looking statements in this press release.

Examples of forward-looking statements in this press release include expectations as to: the prices of gold, copper and platinum; interest and exchange rates; whether or not a superior or alternative proposal to the Barrick offer may emerge; the amount of consideration which Placer Dome could obtain if it sold its Canadian assets; the existence of potential purchasers for Placer Dome's Canadian assets; and Placer Dome's gold and copper production.

These forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to: the fair value of the assets of Placer Dome; the existence of third parties interested in purchasing some or all of Placer Dome's assets; the accuracy of Placer Dome's mineral reserves and mineral resource estimates; whether mineral resources Noun 1. mineral resources - natural resources in the form of minerals
natural resource, natural resources - resources (actual and potential) supplied by nature
 can be developed; what the prices of gold, copper and platinum and the cost of production will be in the future. In addition to being subject to a number of assumptions, forward-looking statements in this press release are subject to the risks identified on Schedule B "Important Information Regarding Placer Dome's Mineral Reserves and Mineral Resources" to Placer Dome's Directors' Circular as well as the risks which are identified in the filings by Placer Dome with the U.S. Securities and Exchange Commission and Canadian provincial securities regulatory authorities including Placer Dome's Form 40-F/Annual Information Form.

This press release also includes forward-looking statements relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 Barrick. Forward-looking statements relating to Barrick include, among other things, expectations as to: Barrick's gold production; synergies available to Barrick; the development of Barrick's Pascua-Lama project; and Barrick's hedging practices. These statements were derived from the Barrick Circular and other filings by Barrick with the U.S. Securities and Exchange Commission and Canadian provincial securities regulatory authorities, as well as from third party sources such as analyst reports. While Placer Dome has no reason to believe that such information is inaccurate or incomplete, Placer Dome does not assume any responsibility for the accuracy or completeness of such information. In addition, a number of factors which could cause Barrick's actual results to differ from the forward-looking statements is contained in the Barrick takeover bid Noun 1. takeover bid - an offer to buy shares in order to take over the company
two-tier bid - a takeover bid where the acquirer offers to pay more for the shares needed to gain control than for the remaining shares
 circular under the heading "Statements Regarding Forward-Looking Information" and in Barrick's public filings with the U.S. Securities and Exchange Commission and Canadian provincial securities regulatory authorities.

This list of factors that may affect the forward-looking statements contained in this press release is not exhaustive and there can be no assurance that any such forward-looking statements will be accurate. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking statements. Placer Dome does not undertake to update any forward-looking statements that are contained, or incorporated by reference, in this press release, except in accordance with applicable securities laws.

Placer Dome Inc. (TSX:PDG) (NYSE:PDG) (ASX.:PDG) (Swiss:PDG) (PARIS Paris, in Greek mythology
Paris or Alexander, in Greek mythology, son of Priam and Hecuba and brother of Hector. Because it was prophesied that he would cause the destruction of Troy, Paris was abandoned on Mt.
:PDG)
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Geographic Code:1CANA
Date:Nov 23, 2005
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