Barrick Recommends Shareholders Reject TRC Capital’s Below-Market “Mini-Tender” Offer for Common Shares
NEWS RELEASE
Barrick Recommends Shareholders Reject TRC Capital’s
Below-Market “Mini-Tender” Offer for Common Shares
Toronto, January 13, 2025 – Barrick Gold Corporation (NYSE:GOLD)(TSX:ABX) has received
notice of an unsolicited mini-tender offer made by TRC Capital Investment Corporation ( TRC
Capital) to purchase up to 5,000,000 of Barrick’s common shares, representing approximately
0.29% of Barrick’s outstanding common shares, at a below -market price of C$21.35 per share.
Barrick does not endorse this unsolicited offer, is not in any way affiliated or associated with TRC
Capital or its offer, and recommends that shareholders do not tender their shares to this
unsolicited mini-tender offer.
Barrick cautions shareholders that the mini-tender offer has been made at a price below market
price for the Barrick common shares. TRC Capital's unsolicited below-market offer price
of C$21.35 per share represents a discount of approximately 4.52% and 4.38%, respectively, to
the closing price of the Barrick common shares on the Toronto Stock Exchange and the New York
Stock Exchange on January 7 , 2025 , the last trading day before the mini -tender offer was
commenced.
TRC Capital has made several similar unsolicited mini -tender offers for shares of other public
companies. Mini-tender offers are designed to avoid investor protections such as disclosure and
procedural requirements applicable to most take-over bids and tender offers under Canadian and
U.S. securities laws. Both Canadian Securities Administrators (CSA) and the U.S. Securities and
Exchange Commission (SEC) recommend that investors exercise caution with mini-tender offers
and have expressed serious concerns about mini -tender offers, including the possibility that
investors might tender to such offers without understanding the offer price relative to the actual
market price of their securities.
The SEC has issued "tips for Investors" regarding mini-tender offers, noting that some bidders, in
making the offers at below-market prices, are "hoping that they will catch investors off guard if the
investors do not compare the offer price to the current market price." The SEC's advisory may be
found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.
The CSA's long- standing guidance on mini -tenders can be found on the Ontario Securities
Commission website at www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
Brokers, dealers and other market participants are encouraged to exercise caution and review
the letter regarding broker -dealer mini-tender offer dissemination and disclosures on the SEC
website at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Barrick shareholders are urged to obtain current market quotations for their shares, consult with
their broker or financial advisor and exercise caution with respect to TRC Capital's unsol icited
offer. According to TRC Capital's offer documents, Barrick shareholders who have already
BARRICK GOLD CORPORATION NEWS RELEASE
tendered their shares can withdraw their shares at any time before 11:59 p.m. (Toronto time)
on February 6, 2025 by following the procedures set forth in TRC Capital's offer documents.
Barrick requests that a copy of this news release be included in any distribution to Barrick
shareholders of materials relating to TRC Capital's mini-tender offer for Barrick common shares.
Barrick enquiries
Investor and media relations
Kathy du Plessis
+44 20 7557 7738
Email: [email protected]
Website: www.barrick.com