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Randgold Resources CEO Mark Bristow speaks during a news conference at Tongon Gold Mine in the Korhogo region, Ivory Coast, April 24, 2016.Thierry Gouegnon/Reuters

Barrick Gold Corp. considered merely selling assets to African gold major Randgold Resources Ltd. but as talks progressed, the prospect of a takeover took centre stage.

A regulatory filing released by Barrick on Friday sheds more light on how the two gold majors got together, a process that took about four years, and is the biggest deal in the gold sector in seven years. The management information circular also shows that Barrick director Nancy Lockhart resigned on the eve of the US$6-billion takeover announcement and did not attend the final board meeting.

After becoming executive chair of Toronto-based Barrick in April, 2014, John Thornton held “periodic meetings” with Mark Bristow, Randgold’s founder and chief executive, to discuss “potential strategic opportunities,” according to the circular.

In February of this year, the two met and discussed a number of possible transactions, including Barrick selling assets to Randgold in exchange for stock, or a takeover. In the weeks that followed, the asset sale scenario became the focus. However, that changed in mid-May when Mr. Bristow called Mr. Thornton and told him he was interested in a takeover of Randgold, as opposed to it buying assets from Barrick.

By early June, both executives agreed that any takeover would have to be done at no premium, meaning Barrick would have to buy Randgold at its market value and not pay anything extra. Both sides commenced financial due diligence, which included visits by Barrick’s board members to various Randgold mine sites. Barrick independent director Ms. Lockhart was among those who visited Randgold’s Kibali mine in the Democratic Republic of Congo during this time.

On Sept. 21, shortly before the takeover deal was announced, an all-day Barrick board meeting was held, which included a presentation by Mr. Bristow on the merits of the deal, and another from Barrick’s financial advisers, M. Klein and Co. LLC, and Morgan Stanley. The board discussed “due diligence considerations” and reviewed financial terms of the deal.

Two days later, on the eve of the deal’s announcement, Barrick’s directors held one final meeting to consider the transaction. Ms. Lockhart, however, did not attend. At the meeting, the remaining directors voted for proceeding with the transaction. Shortly thereafter, Ms. Lockhart tendered her resignation from the board. As The Globe and Mail reported earlier in the week, according to sources, Ms. Lockhart stepped down because she opposed the deal. Ms. Lockhart declined multiple requests for comment.

The next morning Barrick announced details of its proposed takeover of Randgold, which saw it offer 6.128 Barrick shares for each Randgold share. Investors on both sides embraced the deal with Barrick’s stock up 5.8 per cent on the Toronto Stock Exchange, its strongest single-day showing in more than 18 months, and Randgold advancing 6.5 per cent in New York.

Shareholders of Barrick and Randgold will vote on the deal in early November.

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