Key Terms

After-Tax Shares

Barrick Shares that are purchased on the open market with after-tax compensation proceeds

API

Annual Performance Incentive

API Scorecards

Annual Performance Incentive Scorecards

Articles

The Notice of Articles and the Articles of Continuation of Barrick

Audit Services Policy

Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services

Barrick Shares

Common shares of Barrick

Board of Directors or Board

Board of Directors of Barrick

Change in Control Plan

Partner Change in Control Severance Plan

Circular

This 2020 Information Circular

Clawback Policy

Amended and Restated Incentive Compensation Recoupment Policy

Code

Code of Business Conduct and Ethics

DSUs

Deferred Share Units

E&S Committee

Environmental, Social and Health and Safety Oversight Committee

Executive Committee

Executives of Barrick other than the Executive Chairman, including the President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; Chief Operating Officer, North America; Chief Operating Officer, Latin America and Asia Pacific; Chief Operating Officer, Africa and Middle East; and others as may be appointed from time to time

Global Peer Group

Agnico Eagle Mines Limited, Anglo American plc, AngloGold Ashanti Ltd., Antofagasta plc, BHP Group, First Quantum Minerals Ltd., Freeport McMoran Inc., Kinross Gold Corporation, Newcrest Mining Limited, Newmont Corporation, Rio Tinto Ltd., South32 Limited, Teck Resources Limited, Wheaton Precious Metals Corp., Anadarko Petroleum Corporation, Apache Corporation, Canadian Natural Resources Ltd., Hess Corporation, Marathon Oil Corporation, and Suncor Energy Ltd.

LTI

Long-Term Incentives

Meeting

2020 Annual Meeting, to be held on May 5, 2020

Merger

The acquisition by Barrick of Randgold on January 1, 2019

Named Partners

President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; and Chief Operating Officer, Latin America and Asia Pacific

Nevada Gold Mines

Nevada Gold Mines LLC, Barrick’s joint venture with Newmont that combined their respective mining operations, assets, reserves, and talent in Nevada, USA

NYSE

New York Stock Exchange

Partnership Plan

Provides partners (including the Named Partners) with eligibility for the API Program, the PGSU Plan, and the Change in Control Plan

PGSUs

Performance Granted Share Units

Randgold

Randgold Resources Limited

ROCE

Return on Capital Employed

ROIC

Return on Invested Capital

RSUs

Restricted Share Units

SEC

U.S. Securities and Exchange Commission

Senior Gold Peers

Agnico Eagle Mines Limited, Newcrest Mining Limited, and Newmont Corporation

Tier One Gold Asset

A mine with a stated life in excess of 10 years, annual production of at least 500,000 ounces of gold and total cash costs per ounce over the mine life that are in the lower half of the industry cost curve(1)

Tier Two Gold Asset

A mine with a stated life in excess of 10 years, annual production of at least 250,000 ounces of gold and total cash costs per ounce over the mine life that are in the lower half of the industry cost curve(1)

Strategic Asset

An asset which, in the opinion of Barrick, has the potential to deliver significant unrealized value in the future

TSR

Total Shareholder Return

TSX

Toronto Stock Exchange

  1. “Total cash cost” is a non-GAAP financial performance measure with no standardized definition under the International Financial Reporting Standards (IFRS) and therefore may not be comparable to similar measures presented by other issuers. Barrick believes that total cash cost is a useful indicator for investors and management of a mining company’s performance as it provides an indication of a company’s profitability and efficiency, the trends in cash costs as the company’s operations mature, and a benchmark of performance to allow for comparison against other companies.

 

Non-GAAP Financial Performance Measures

Certain financial performance measures in this Circular – namely Adjusted EBIT, Adjusted EBITDA, Adjusted Net Earnings, Free Cash Flow, and Total Cash Costs – are not prescribed by IFRS. These non-GAAP financial measures are included because management uses the information to analyze business performance and financial strength. These non-GAAP financial performance measures are intended to provide additional information only and do not have any standardized definition under IFRS and may not be comparable to similar measures presented by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For further details regarding non-GAAP financial performance measures, see “Other Information – Use of Non-GAAP Financial Performance Measures”.

Forward-Looking Information

This Circular contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information can be identified by the use of words such as “aim”, “aspire”, “strive”, “will”, “expect”, “intend”, “plan”, “believe”, or similar expressions, as they relate to the Company. In particular, this Circular contains forward-looking information pertaining to the belief of management that the Company’s ability to (i) optimize and add to its portfolio, with a focus on Tier One Gold Assets (ii) divest non-core assets, (iii) execute its 2020 plans through the delivery of all production and growth projects and a focus on operational excellence; and (iv) execute on its plans for sustainable profitability (see “Executive Summary – Compensation Discussion & Analysis Highlights – Our 2020 Strategic Priorities”) will further Barrick’s aim to be the world’s most valued gold mining business (see “Compensation Discussion & Analysis”). These statements are based on the reasonable assumptions, estimates, analysis, and opinions of management made in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors that management considers to be relevant and reasonable at the date that such statements are made. Forward-looking information involves known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, performance, or achievements of the Company, as applicable, to be materially different from those anticipated, estimated, or intended. Forward-looking information contained herein is made as of the date of this Circular, and, other than as required by securities law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events, or results or otherwise unless so required by applicable securities laws.