Into, OR from Any Jurisdiction Where to Do so Would Constitute a Violation of the Relevant Laws of That Jurisdiction
NEWS RELEASE
Statement re. Acacia Mining plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
Toronto, June 19, 2019 – Barrick Gold Corporation (NYSE: GOLD) (TSX: ABX) (“Barrick” or the “Company”) today provides
the following further update in relation to Acacia Mining plc (“Acacia”).
Barrick notes the article by Bloomberg dated 18 June 2019 (the “Article”) and confirms that it is proposing to engage
intensively with Acacia’s minority shareholders in coming weeks. As referred to in the Article, these discussions will be on
the basis of the proposal set out in Barrick’s announcement of 21 May (the “Proposal”) and will provide an update on the
situation in Tanzania and a review of Acacia’s mine plans which together underpin Barrick’s view that the Proposal represents
fair value (as set out in full in Barrick’s announcement of 18 June). However, nothing in the Article should be considered to
be a no increase statement for the purposes of Rule 32.2 of the Code.
Takeover Code notes
The Proposal is subject to the satisfaction of a number of c ustomary conditions, including receiving the recommendation of
the Acacia board. Barrick reserves the right to waive all or any of such conditions at its discretion. The Proposal does not
constitute an offer or impose any obligation on Barrick to make an offer. There can be no certainty that any offer for Acacia
will ultimately take place, nor as to the structure of any such offer, should one be forthcoming, even if the pre-conditions are
satisfied or waived. Barrick reserves the right to: (a) vary the form and/or mix of consideration referred to in this announcement
and/or introduce other forms of consideration; and (b) make an offer or other proposal on less favourable terms than an
exchange ratio of 0.153 Barrick shares for each ordinary share of Acacia referred to in this announcement with the agreement,
recommendation or consent of the board of Acacia.
Barrick will have the right to reduce the number of new Barrick shares that Acacia minority shareholders will receive under
the terms of the Proposal by the amount of any dividend (or other distribution) which is declared, paid or made by Acacia to
Acacia shareholders.
This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code, which regulates the
making of offers for public companies listed in the UK. There can be no certainty any offer will be made, even if the pre-
conditions referred to are satisfied or waived.
In accordance with Rule 2.6(a) of the Code, Barrick must, by not later than 5.00 p.m. on 9 July 2019, either announce a firm
intention to make an offer for Acacia in accordance with Rule 2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the UK Takeover Panel in accordance with Rule 2.6(c) of the Code.
Enquiries:
Kathy du Plessis
Barrick Investor and Media Relations
+44 20 7557 7738
Website:www.barrick.com
BARRICK GOLD CORPORATION NEWS RELEASE
Publication on Website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at
www.barrick.com no later than 12.00 noon (London time) on 19 June 2019 (being the business day following the date of this announcement)
in accordance with Rule 26.1(a) of the Code. The content of the website referred to in this announcement is not incorporated into and does
not form part of this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The Barrick shares mentioned in this announcement (the "Shares") have not been and will not be registered under the US Securities Act
of 1933 (the “Securities Act”) or under the securities laws of any state or other jurisdiction of the United States. This announcement does
not constitute an offer to sell, or the solicitation of any offer to buy the Shares in the United States. Accordingly, the Shares m ay not be
offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration
under the Securities Act or an exemption therefrom, nor shall there by any sale of the Shares in any jurisdiction in which such offer,
solicitation or sale would be lawful.
Cautionary Statement on Forward-Looking Information
Certain information contained or incorporated by reference in this press release, including any information as to our strategy, projects,
plans, or future financial or operating performance, constitutes “forward -looking statements”. All statements, other than st atements of
historical fact, are forward-looking statements. The words “will”, “imply”, “could”, “possible”, “seek”, “propose”, “may”, “can”, “should”,
“could”, “would”, and similar expressions identify forward-looking statements. In particular, this press release contains forward-looking
statements including, without limitation, with respect to the future growth, results of operations, performance, business prospects and
opportunities of Barrick and Acacia, including gold production from Acacia’s mines; the Proposal; the integration of Acacia’s business with
the existing operations of Barrick; the impact of the Proposal on the financial position of Barrick and Acacia; impairment charges to be
recorded by Barrick; and the outlook for Barrick’s and Acacia’s respective businesses and the gold mining industry generally based on
information currently available. These expectations may not be appropriate for other purposes.
Forward-looking statements are necessarily based upon a number of estimates and assumpt ions including material estimates and
assumptions related to the factors set forth below that, while considered reasonable by the Company as at the date of this pr ess release
in light of management’s experience and perception of current conditions and expected developments, are inherently subject to significant
business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ
materially from those projected in the forward-looking statements, and undue reliance should not be placed on such statements and
information. Such factors include, but are not limited to: expectations regarding whether the Proposal will be formally announced including
whether the pre-conditions to formal announcement of the Proposal will be satisfied, and the anticipated timing of a formal announcement;
expectations regarding whether the Proposal will be completed, including whether any conditions to completion of the Proposal will be
satisfied, and the anticipated timing for completion; the combined company’s future plans, business prospects and performance, growth
potential, financial strength, market profile, revenues, working capital, capital expenditures, investment valuations, income, margins, access
to capital and overall strategy; expectations regarding the receipt of any necessary regulatory and third party approvals and the expiration
of all relevant waiting periods; the anticipated number of Barrick common shares to be issued as consideration for the Propos al, the
expected total capitalization of Barrick on a consolidated basis following the Proposal and the ratio of the Barrick common s hares to be
held by Barrick shareholders and Acacia shareholders, respectively, following the Proposal; the anticipated benefits of the Proposal;
expectations regarding the value and nature of the consideration payable to Acacia shareholders as a result of the Proposal; the anticipated
mineral reserves of Barrick following completion of the Proposal; and the expenses of the Proposal; fluctuations in the spot and forward
price of gold, copper, or certain other commodities (such as silver, diesel fuel, natural gas, and electricity); the speculative nature of mineral
exploration and development; changes in mineral production performance, exploitation, and exploration successes; risks associated with
projects in the early stages of evaluation, and for which additional engineering and other analysis is required to fully assess their impact;
the duration of the Tanzanian ban on mineral concentrate exports; the ultimate terms of any definitive agreement to resolve the dispute
relating to the imposition of the concentrate export ban and allegations by the Government of Tanzania that Acacia under -declared the
metal content of concentrate exports from Tanzania and related matters; diminishing quantities or grades of reserves; increased costs,
delays, suspensions and technical challenges associated with the construction of capital projects; operating or technical dif ficulties in
connection with min ing or development activities, including geotechnical challenges and disruptions in the maintenance or provision of
required infrastructure and information technology systems; failure to comply with environmental and health and safety laws and
regulations; timing of receipt of, or failure to comply with, necessary permits and approvals; the impact of global liquidity and credit
availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; adver se changes in
our credit ratings; the impact of inflation; fluctuations in the currency markets; changes in national and local government legislation, taxation,
controls or regulations and/ or changes in the administration of laws, policies and practices, expropriation or nationalization of property and
political or economic developments in Tanzania and other jurisdictions in which the Company or its affiliates do or may carry on business
in the future; lack of certainty with respect to foreign legal systems, cor ruption and other factors that are inconsistent with the rule of law;
BARRICK GOLD CORPORATION NEWS RELEASE
damage to the Company’s reputation due to the actual or perceived occurrence of any number of events, including negative publicity with
respect to the Company’s handling of environmental matters or dealings with community groups, whether true or not; the possibility that
future exploration results will not be consistent with the Company’s expectations; risks that exploration data may be incompl ete and
considerable additional work may be r equired to complete further evaluation, including but not limited to drilling, engineering and
socioeconomic studies and investment; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; litigation and legal and
administrative proceedings; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and
other required infrastructure; business opportunities that may be presented to, or pursued by, the Company; our ability to successful ly
integrate acquisitions or complete divestitures; risks associated with working with partners in jointly controlled assets; em ployee relations
including loss of key employees; increased costs and physical risks, including extreme weather events and resource shortages, related to
climate change; availability and increased costs associated with mining inputs and labor. In addition, there are risks and hazards associated
with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or
unexpected formations, pressures, cave-ins, flooding and gold bullion, copper cathode or gold or copper concentrate losses (and the risk
of inadequate insurance, or inability to obtain insurance, to cover these risks).
Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ material ly from those
expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned th at forward- looking
statements are not guarantees of future performance. All of the forward- looking statements made in this press release are qualified by
these cautionary statements. Specific reference is made to the most recent Form 40- F/Annual Information Form on file with the United
States Securities and Exchange Commission (“ SEC”) and Canadian provincial securities regulatory authorities for a more detailed
discussion of some of the factors underlying forward- looking statements and the risks that may affect Barrick’s ability to achieve the
expectations set forth in the forward-looking statements contained in this press release.
The Company disclaims any intention or obligation to update or revise any forward- looking statements whether as a result of ne w
information, future events or otherwise, except as required by applicable law.
Endnotes
1. As per Acacia’s 2018 Annual Report, Acacia has identified certain measures in its public disclosures that are not measures defined
under IFRS. Non-IFRS financial measures disclosed by Acacia’s management are provided as additional information to investors
in order to provide them with an alternative method for assessing Acacia’s financial condition and operating results, and ref lects
more relevant measures for the ind ustry in which Acacia operates. These measures are not in accordance with, or a substitute
for, IFRS, and may be different from or inconsistent with non-IFRS financial measures used by other companies. “All-in sustaining
costs” (AISC) per ounce is one such non-IFRS financial measure disclosed by Acacia. The measure is in accordance with the
World Gold Council’s guidance issued in June 2013. It is calculated by taking cash cost per ounce sold (defined below) and adding
corporate administration costs, share-based payments, reclamation and remediation costs for operating mines, corporate social
responsibility expenses, mine exploration and study costs, realised gains and/or losses on operating hedges, capitalised stripping
and underground development costs and sustaining capital expenditure. This is then divided by the total ounces sold. “Cash cost
per ounce sold” is also a non-IFRS financial measure. Cash costs include all costs absorbed into inventory, as well as royalties,
and production taxes, and exclude capitalised production stripping costs, inventory purchase accounting adjustments, unrealised
gains/losses from non-hedge currency and commodity contracts, depreciation and amortisation and corporate social responsibility
charges. Cash cost is calculated net of co-product revenue. Cash cost per ounce sold is calculated by dividing the aggregate of
these costs by total ounces sold. AISC is intended to provide additional information on the total sustaining cost for each ounce
sold, taking into account expenditure incurred in addition to direct mining costs and selling costs.