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Barrick Gold Corp
Symbol ABX
Shares Issued 1,165,430,940
Close 2016-11-17 C$ 20.67
Market Cap C$ 24,089,457,530
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Barrick Gold increases maximum tender amount to $650M

2016-11-17 08:25 ET - News Release

Mr. Andy Lloyd reports

BARRICK ANNOUNCES EARLY TENDER DATE RESULTS OF DEBT TENDER OFFER, AND INCREASE IN MAXIMUM TENDER AMOUNT TO $650 MILLION

Barrick Gold Corp. has released the results, as of 5 p.m. New York time on Nov. 16, 2016, of its cash tender offer for specified series of outstanding notes. Barrick also announced today an increase in the maximum tender amount (as defined below) for the tender offer from $350-million to $650-million. The terms and conditions of the tender offer are described in an offer to purchase and the related letter of transmittal, each dated Nov. 2, 2016.

The tender offer

The tender offer commenced on Nov. 2, 2016. Barrick and Barrick North America Finance are offering to purchase for cash the series of notes set out in the associated table for an aggregate purchase price (including principal and premium) of up to the maximum tender amount, as amended hereby, plus accrued and unpaid interest on the notes from the last applicable interest payment date up to, but not including, the settlement date. The amount of a series of notes that is purchased in the tender offer will be based on the order of priority for such series of notes as set forth in the associated table, with one being the highest acceptance priority level and three being the lowest acceptance priority level. If there are sufficient remaining funds to purchase some, but not all, of the notes tendered of any series, the amount of notes purchased in that series will be subject to proration using the procedure more fully described in the offer to purchase. The definition of maximum tender amount for the tender offer is hereby amended to equal $650-million.

The associated table presents the aggregate principal amount of notes validly tendered and not validly withdrawn on the early tender date for each series of notes, as reported by the depositary.

                                             Aggregate   Principal amount   Acceptance
Title of                              principal amount    tendered by the     priority
security                 CUSIP No.         outstanding  early tender date        level

                         06849RAD4
4.40% notes due          06849RAF9
2021 (1)                 U0684TAA4      $1,224,630,000       $693,098,000            1

                         067901AQ1
4.10% notes due          067901AP3
2023 (2)                 C03420AF0        $731,443,000       $470,768,000            2

                         067901AL2
3.85% notes due          067901AJ7
2022 (2)                 C03420AD5        $337,221,000        $63,646,000            3

Notes
(1) Barrick North America Finance LLC is the applicable offeror for the     
4.40-per-cent notes due 2021.                                                   
(2) Barrick is the applicable offeror for the 4.10-per-cent notes due 2023 and the  
3.85-per-cent notes due 2022.                                                   

Holders of notes validly tendered and not validly withdrawn at or prior to the early tender date and accepted for purchase will receive the applicable total consideration, which includes an early tender premium of $30 per $1,000 of principal amount of notes accepted for purchase. Holders of notes who validly tender their notes after the early tender date, but at or prior to the expiration date (as defined below), will be eligible to receive only the applicable tender offer consideration, which is an amount equal to the applicable total consideration minus the early tender premium. The total consideration or tender offer consideration, as applicable, will only be paid to holders of tendered notes to the extent that the applicable offeror accepts such notes for purchase.

The total consideration or the tender offer consideration, as applicable, for each series per $1,000 principal amount of notes will be determined in the manner described in the offer to purchase at 2 p.m. New York time on Nov. 17, 2016. In addition to the total consideration or the tender offer consideration, as applicable, accrued and unpaid interest on the notes accepted for purchase will be paid from the last applicable interest payment date up to, but not including, the settlement date.

Withdrawal rights with respect to the notes tendered expired at 5 p.m. New York time on Nov. 16, 2016. Subject to the terms and conditions contained in the offer to purchase, holders may tender notes until midnight New York time on Dec. 1, 2016, unless extended.

The settlement date for the tender offer will follow promptly after the expiration date. The offerors expect the settlement date will be Dec. 2, 2016.

The tender offer is subject to the satisfaction of certain conditions set forth in the offer to purchase. If any of the conditions are not satisfied or waived by the offerors, the offerors will not be obligated to accept for purchase, purchase or pay for, validly tendered notes, in each case subject to applicable laws, and may terminate the tender offer. The tender offer is not conditioned on the tender of a minimum principal amount of notes.

The dealer managers for the tender offer are J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets LLC. Questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at 1-866-834-4666 (toll-free) or 1-212-834-3424 (collect), Morgan Stanley & Co. LLC at 1-800-624-1808 (toll-free) or 1-212-761-1057 (collect), or RBC Capital Markets LLC at 1-877-381-2099 (toll-free) or 1-212-618-7822 (collect). Copies of the offer to purchase and the letter of transmittal may be obtained from the information agent, Global Bondholder Services Corp., at 1-866-470-3800 (toll-free) or 1-212-430-3774 (collect) or in writing at 65 Broadway, Suite 404, New York, NY, 10006.

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