Mr. John Thornton reports

BARRICK AND RANDGOLD COMBINE TO CREATE INDUSTRY-LEADING GOLD INVESTMENT VEHICLE

Barrick Gold Corp. has reached agreement on the terms of a recommended share-for-share merger of Barrick and Randgold Resources Ltd. All amounts expressed in U.S. dollars unless otherwise indicated.

The merger will create an industry-leading gold company with the greatest concentration of Tier 1 gold assets in the industry, led by a proven management team of owners. Superior operating metrics, including the highest adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) margin and the lowest total cash cost position among senior gold peers, will support sustainable investment in growth and shareholder returns.

The merger is subject to approval by both sets of shareholders, regulatory approvals and other customary closing conditions.

It is intended that the merger will be implemented by means of a court-sanctioned scheme of arrangement of Randgold Resources Ltd. and the Randgold shareholders under Article 125 of the Companies (Jersey) Law 1991, with the entire issued and to be issued share capital of Randgold being acquired by Barrick. Under the terms of the merger, each Randgold shareholder will receive 6.128 new Barrick shares for each Randgold share. Following completion of the merger, Barrick shareholders will own approximately 66.6 per cent and Randgold shareholders will own approximately 33.4 per cent of the new Barrick group on a fully diluted basis.

Commenting on today's announcement, John L. Thornton, executive chairman of Barrick, said: "The combination of Barrick and Randgold will create a new champion for value creation in the gold mining industry, bringing together the world's largest collection of Tier 1 gold assets, with a proven management team that has consistently delivered among the best shareholder returns in the gold sector over the past decade. Our overriding measure of success will be the returns we generate and not the number of ounces we produce, balancing boldness and prudence to deliver consistent and growing returns to our fellow owners, a truly simple but radical and achievable concept. There are no premiums in the merger because we strongly believe in the opportunity to add significant value for our shareholders from the disciplined management of our combined asset base and a focus on truly profitable growth."

Commenting on today's announcement, Mark Bristow, chief executive officer of Randgold, said: "Our industry has been criticized for its short-term focus, undisciplined growth and poor returns on invested capital. The merged company will be very different. Its goal will be to deliver sector-leading returns, and in order to achieve this, we will need to take a very critical view of our asset base and how we run our business, and be prepared to make tough decisions. By employing a strategy similar to the one that proved very successful at Randgold, but on a larger scale, the new Barrick group will leverage some of the world's best mines and talent to create real value for all stakeholders."

The merger is expected to close by the first quarter of 2019. Following completion of the merger:

• John L. Thornton, executive chairman of Barrick, will become executive chairman of the new Barrick group.
• Mark Bristow, chief executive officer of Randgold, will become president and chief executive officer of the new Barrick group.
• Graham Shuttleworth, finance director and chief financial officer of Randgold, will become senior executive vice-president and chief financial officer of the new Barrick group.
• Kevin Thomson, senior executive vice-president, strategic matters, of Barrick, will become senior executive vice-president, strategic matters, of the new Barrick group.
• Two-thirds of the directors of the board of the new Barrick group will be nominated by Barrick, and one-third will be nominated by Randgold.

Shares in the new Barrick group issued to Randgold shareholders will be admitted to trade on the New York Stock Exchange and the Toronto Stock Exchange, subject to the approval or acceptance of each exchange.

A Rule 2.7 announcement has been published in accordance with the City Code on Takeovers and Mergers (United Kingdom) and can be accessed on Barrick's SEDAR profile.

Joint analyst and investor webcast and conference call

Two analyst and investor conference calls to discuss the merger will be held on Monday, Sept. 24, 2018, at 1 a.m. Mountain Daylight Time, 3 a.m. Eastern Daylight Time and 8 a.m. British Summer Time:

U.S. and Canada:  1-888-240-9284

International:  1-323-794-2084

Conference ID:  454952

The second conference call will be held at 10 a.m. Mountain Daylight Time, 12 p.m. Eastern Daylight Time and 5 p.m. British Summer Time:

U.S. and Canada:  1-800-230-1085

International:  1-612-332-0107

Conference ID:  454839

This summary should be read in conjunction with, and is subject to, the full text of the following announcement. The merger will be subject to the conditions and certain further terms set out in an appendix on the company's website and to the full terms and conditions to be set out in the scheme document. The second appendix on the company's website contains the sources and bases of certain information contained in this summary and the following announcement. The third appendix on the company's website contains details of the irrevocable undertakings received by, and voting agreements entered into by, Barrick. The fourth appendix on the company's website contains the definitions of certain terms used in this summary and the following announcement. The fifth appendix on the company's website contains a reconciliation of certain non-GAAP (generally accepted accounting principles) financial performance measures used in this announcement.

Recommended all-share merger of Barrick Gold and Randgold Resources

Summary

The boards of Barrick Gold and Randgold Resources are pleased to announce that they have reached agreement on the terms of a recommended share-for-share merger of Barrick and Randgold to create an industry-leading gold company. It is intended that the merger will be implemented by means of a court-sanctioned scheme of arrangement of Randgold and the Randgold shareholders under Article 125 of the Companies (Jersey) Law 1991, with the entire issued and to be issued share capital of Randgold being acquired by Barrick.

Under the terms of the merger, each Randgold shareholder will receive: 6.1280 new Barrick shares for each Randgold share.

This exchange ratio has been agreed based on the volume-weighted average prices of Barrick shares traded on New York Stock Exchange, and Randgold ADSs traded on Nasdaq, respectively, over the 20 trading days ended on Sept. 21, 2018 (being the last business day before this announcement).

Following completion of the merger, Barrick shareholders will own approximately 66.6 per cent and Randgold shareholders will own approximately 33.4 per cent of the new Barrick group on a fully diluted basis.

Under the terms of the merger, Barrick and Randgold have agreed that:

• Randgold shareholders will be entitled to receive a Randgold dividend for the 2018 financial year of $2 (U.S.) per Randgold share, subject to approval of the board of Randgold. The Randgold permitted dividend is expected to be declared on or before the effective date, payable to Randgold shareholders on or around the effective date by reference to the scheme record time.
• Subject to the discretion of the Barrick board with respect to the declaration of dividends, Barrick shareholders will receive a total 2018 annualized dividend of up to 14 U.S. cents per Barrick share. A Barrick quarterly dividend of: (i) up to three U.S. cents per Barrick share will be paid for the three-month period ending Sept. 30, 2018; and (ii) up to five U.S. cents per Barrick share (with a record date prior to the effective date) will be paid for the three-month period ending Dec. 31, 2018, in each case if, as and when declared by the board of Barrick.

Following completion of the merger, Randgold shareholders will be entitled to receive and retain any Barrick dividends with a record date after the effective date. The new Barrick group intends to grow its dividend from the Barrick level for the financial year ended Dec. 31, 2018, over time, underpinned by stronger cash flow generation, additional overhead cost savings, asset sale proceeds and lower interest costs.

Further details of the arrangements in respect of dividends are set out in Section 3 (dividends) below.

Strategic rationale for the merger

The boards of Barrick and Randgold believe that the merger will create an industry-leading gold company with the greatest concentration of Tier 1 gold assets in the industry, the lowest total cash cost position among senior gold peers, and a diversified asset portfolio positioned for growth in many of the world's most prolific gold districts. Based on Barrick and Randgold's closing prices as of Sept. 21, 2018 (being the last business day prior to the date of this announcement), the new Barrick group will have an aggregate market capitalization of $18.3-billion (U.S.). In addition, based on the 2017 financial results for both companies, the new Barrick group would have generated aggregate revenue of approximately $9.7-billion (U.S.) and aggregate adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of approximately $4.7-billion (U.S.).

The new Barrick group will, on completion of the merger, have the following advantages:

• Ownership of five of the world's top 10 Tier 1 gold assets by total cash cost, with two potential Tier 1 gold assets under development or expansion:
  • Tier 1 gold assets: Cortez, Goldstrike, Kibali (45 per cent), Loulo-Gounkoto (80 per cent) and Pueblo Viejo (60 per cent);
  • Potential to become Tier 1 gold assets: Goldrush/Fourmile and Turquoise Ridge (75 per cent);
• The highest adjusted EBITDA and highest adjusted EBITDA margin and the lowest total cash cost position among senior gold peers on a combined basis based on the 2017 financial results of both companies;
• A proven management team of owners with the ability to operate successfully in complex jurisdictions;
• Strong cash flow generation to support robust investment and ability to return cash to shareholders;
• Established partnerships with leading Chinese mining companies;
• Superior scale and the largest gold reserves among senior gold peers;
• Strong balance sheet with expected investment grade ratings;
• Ownership of a strategic copper business that produced 413 million pounds of copper in 2017;
• Significant rerating potential.

Following completion of the merger, the management team will be tasked with implementing a business plan that will focus on the following:

Asset quality:

• Grow and invest in a portfolio of Tier 1 gold assets and strategic assets with an emphasis on organic growth;
• Sell non-core assets over time in a disciplined manner;
• Invest in exploration across extensive land positions in many of the world's most prolific gold districts;
• Maximize the long-term value of a strategic copper business.

Operational excellence:

• Fully implement a decentralized management ethos with a strong ownership culture;
• Streamline management and operations, and eliminate non-essential costs;
• Leverage innovation and technology to accelerate operational improvement;
• Build trust-based partnerships with host governments and local communities to drive shared long-term value;
• Strive for zero harm workplaces.

Sustainable profitability:

• Disciplined approach to growth, emphasizing a partnership strategy;
• Increased returns to shareholders driven by focus on return on capital, internal rate of return and free-cash-flow-per-share growth.

Governance, trading and branding of the new Barrick group

The merger is expected to close by the first quarter of 2019. Following completion of the merger:

• John L. Thornton, executive chairman of Barrick, will become executive chairman of the new Barrick group.
• Mark Bristow, chief executive officer of Randgold, will become president and chief executive officer of the new Barrick group.
• Graham Shuttleworth, finance director and chief financial officer of Randgold, will become senior executive vice-president and chief financial officer of the new Barrick group.
• Kevin Thomson, senior executive vice-president, strategic matters of Barrick, will become senior executive vice-president, strategic matters of the new Barrick group.
• Two-thirds of the directors of the board of the new Barrick group will be initially appointed by Barrick and one-third will be initially appointed by Randgold.
• Shares in the new Barrick group issued to Randgold shareholders will be admitted to trade on the New York Stock Exchange and the Toronto Stock Exchange, subject to the approval or acceptance of each exchange. The listing of Randgold shares on the official list, the trading in Randgold shares on the main market of the London Stock Exchange and the trading in Randgold ADSs on Nasdaq will be cancelled.
• The new Barrick group will operate under the branding of the Barrick Group.

Randgold recommendation and irrevocable undertakings

The board of Randgold, which has been so advised by CIBC and Barclays as to the financial terms of the merger, considers the terms of the merger to be fair and reasonable. In providing its advice, each of CIBC and Barclays has taken into account the commercial assessments of the directors of Randgold. Accordingly, the board of Randgold intends to recommend to Randgold shareholders to vote in favour of the scheme at the Jersey Court meeting and the resolutions to be proposed at the extraordinary general meeting as those directors of Randgold who hold Randgold shares have irrevocably undertaken to do in respect of their own Randgold shares (representing approximately 1.06 per cent of the issued ordinary share capital of Randgold).

Barrick recommendation, voting and support agreements and break payment

The issuance of new Barrick shares under the merger requires the Barrick shareholder resolution to be approved by a simple majority of the votes cast by Barrick shareholders represented in person or by proxy at the Barrick special meeting.

The board of Barrick, which has been advised by M. Klein and Co. and Morgan Stanley as to the financial terms of the merger, considers the exchange ratio to be fair and reasonable. The board of Barrick intends to recommend to Barrick shareholders to vote in favour of the Barrick shareholder resolution at the Barrick special meeting. The directors of Barrick have agreed to vote their own Barrick shares (representing approximately 0.238 per cent of the Barrick shares currently in issue) in favour of the Barrick shareholder resolution and the continuance. In providing its advice, each of M. Klein and Co. and Morgan Stanley has taken into account the commercial assessments of the directors of Barrick.

Barrick has agreed to pay to Randgold a break fee payment in the amount of $300-million (U.S.) in certain circumstances, as agreed in the co-operation agreement.

General

It is intended that the merger will be implemented by means of a court-sanctioned scheme of arrangement of Randgold and the Randgold shareholders under Article 125 of the Companies (Jersey) Law 1991. However, Barrick reserves the right, with the consent of the panel and subject to the terms of the co-operation agreement, to implement the merger by way of a takeover offer (as defined in Article 116 of the Companies (Jersey) Law 1991), in accordance with the terms of the co-operation agreement.

The merger will be conditional on, among other things: (i) the requisite approvals of the Randgold shareholders for the scheme and the merger; (ii) the requisite approval of the Barrick shareholders for the Barrick shareholder resolution at the Barrick special meeting; (iii) relevant regulatory clearances being received and other conditions satisfied; and (iv) the Jersey Court sanctioning the scheme and the merger becoming effective, no later than the long-stop date.

It is expected that the scheme document, containing further information about the merger and notices of the Jersey Court meeting and extraordinary general meeting, together with the forms of proxy, will be mailed to Randgold shareholders and (for information only) participants in the Randgold share plans as soon as practicable.

It is expected that the Barrick information circular, containing further information about the merger and notice of the Barrick special meeting, will be mailed to Barrick shareholders at or around the same time as the scheme document. It is also expected that the Barrick special meeting will be held on the same day as the Randgold meetings, which will be on or around Nov. 5, 2018. The scheme is expected to be effective by the first quarter of 2019, subject to the satisfaction or waiver of all relevant conditions.

Joint analyst and investor webcast and conference call

Two analyst and investor conference calls to discuss the merger will be held on Monday, Sept. 24, 2018. The first will start at 1 a.m. Mountain Daylight Time/3 a.m. Eastern Standard Time/8 a.m. British Summer Time. The second will start at 10 a.m. Mountain Daylight Time/12 p.m. Eastern Standard Time/5 p.m. British Summer Time.

To participate in the conference calls, use the following dial-in numbers and conference IDs, or join the webcasts:

• 1 a.m. MDT/3 a.m. EST/8 a.m. BST;
• U.S. and Canada: 1-888-240-9284;
• International: 1-323-794-2084;
• Conference ID: 454952;
• 10 a.m. MDT/12 p.m. EST/5 p.m. BST;
• U.S. and Canada: 1-800-230-1085;
• International: 1-612-332-0107;
• Conference ID: 454839.

Technical information

The technical and scientific information contained in this announcement in respect of Randgold has been reviewed and approved for release by Simon Bottoms, group mineral resource manager for Randgold, and Rodney Quick, group general manager evaluations for Randgold, who are Randgold's qualified persons as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

The technical and scientific information contained in this announcement in respect of Barrick has been reviewed and approved for release by Rick Sims, registered member, SME, vice-president, resources and reserves, of Barrick, and a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

We seek Safe Harbor.