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A view of the construction at Barrick Gold's gold processing plant at the Pacua-Lama mine in Argentina, in this January 2, 2012 handout photo.

Handout/Reuters/Barrick

Pressure is mounting on Barrick Gold Corp. to speed up changes in its boardroom, with some large investors demanding the company improve its governance before subscribing to the $3-billion (U.S) stock offering the gold miner launched to pay down its debt.

The banks underwriting the deal pushed hard to sell the 163.5 million shares on Friday, the day after the transaction was announced.

But by late in the day, the stock was not fully sold. Barrick shares closed at $18.02 on the New York Stock Exchange, 1.8 per cent below the offering price of $18.35.

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The offering faces a number of hurdles. It is one of the largest stock sales in Canadian history, and Barrick's share price has been in a long decline. On top of that, the price of gold fell Thursday and Friday.

But a key sticking point, said people familiar with the situation, is that big investors want to see the appointment of directors who are truly independent of Barrick founder and chairman Peter Munk before putting more money into the company.

Mr. Munk has been reaching out to large shareholders in recent weeks to try to improve relations with major investors, said one person familiar the situation.

Mr. Munk has faced a perception that he wields too much influence, and the board has been criticized for being too cozy with him. Another issue is that some investors feel some directors have been there for too long.

A board decision this year to pay new co-chairman John Thornton a signing bonus of $11.9-million led to a resounding vote by shareholders against the company's compensation decisions.

A spokesman for Barrick declined comment, citing Canadian and U.S. securities rules.

But in announcing its third-quarter results, Barrick signalled an openness to shareholders' concerns.

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The company said its board was meeting with investors and "addressing the issues that have been raised with our directors, including the modification of the company's executive compensation arrangements and the rejuvenation of the board through a combination of departures from the board and the addition of independent directors." Barrick plans to provide an update before the end of the year.

The investor hold-outs to the offering will not impede Barrick's ability to access the $3-billion in funds as the company already sold the stock to a group of banks.

Royal Bank of Canada, Barclays and GMP Securities each bought 22 per cent of the offering and are now responsible for selling the stock, worth about $650-million apiece.

Sources said that some major banks, including JPMorgan Chase & Co., Standard Chartered and Mitsubishi, passed on a chance to take part in the offering.

The timing of the offering, launched late Thursday as many portfolio managers were leaving the office to take their kids out for Halloween, could not have helped. The banks will now spend next week trying to find buyers for the rest of the shares.

Shares of Barrick, the world's largest gold producer, plunged over the past two years amid a string of company setbacks and weaker gold prices.

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Barrick announced the stock sale the same day it said it would stop building its expensive Pascua-Lama mine in South America, where it had suffered major cost overruns.

The company's dramatic moves to improve its balance sheet did little to persuade credit agencies to improve their ratings.

Moody's Investors Service called Barrick's actions "credit positive," but maintained its second-lowest investment grade rating on the company.

"We continue to view Barrick's pro-forma credit metrics as stretched for its rating and we believe production declines in 2015 could cause its metrics to weaken in that time horizon," Moody's said in a note.

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