Mr. Mark Bristow reports

BARRICK PROPOSES MERGER WITH NEWMONT AS AN UNPRECEDENTED VALUE CREATION OPPORTUNITY FOR SHAREHOLDERS

Barrick Gold Corp. has made a proposal to the Newmont Mining Corp. board of directors to merge with Newmont in an all-share transaction, saying a combination of the two would form the world's best gold company with unprecedented potential for value creation. All amounts are expressed in U.S. dollars.

Barrick president and chief executive officer Mark Bristow said the proposed merger is expected to unlock more than $7-billion net present value (pretax) of real synergies, a major portion of which is generated by combining the two companies' highly complementary assets in Nevada, including Barrick's significant mineral endowments and Newmont's processing plants and infrastructure.

"The combination of Barrick and Newmont will create what is clearly the world's best gold company, with the largest portfolio of Tier 1 gold assets and the highest level of free cash flow to drive future growth and support sustainable shareholder returns, run by a management team with an unparalleled record of delivering value," he said.

Mr. Bristow said the Barrick/Newmont deal was a logical and long-overdue imperative for shareholders that would be far superior to Newmont's proposed acquisition of Goldcorp Inc., with expected Barrick/Newmont annual synergies 7.5 times larger than the quoted annual synergies for the Newmont/Goldcorp transaction. The Barrick/Newmont merger would result in an estimated 14-per-cent uplift in Newmont's current NAV (net asset value) per share, offering Newmont shareholders an investment in a company of a much higher quality with a better asset base, significant liquidity, a strong balance sheet and a proven management team.

Similarly, the Barrick/Newmont merger is expected to result in a significant uplift in Barrick NAV per share from synergies, plus the opportunity for improvement in Barrick's trading multiple from compelling financial, strategic, scale and liquidity advances. Mr. Bristow noted that the proposed merger would secure Nevada's position as the world's most prospective gold region. The efficient rationalization of the two companies' assets would position the Nevada assets to deliver more than 20 years of profitable production for the benefit of shareholders, employees, local communities and the economy of Nevada.

"Most important, it will enable us to consider our Nevada assets as one complex, which will result in better mine planning and fully realize the state's enormous geological potential for all stakeholders," he said.

"Considered globally, the merger represents a radical and long-overdue restructuring of the gold industry, and a transformative shift from short-term survival tactics to the long-term creation of sustainable value," Mr. Bristow said.

"The optimization of Barrick's asset portfolio is ongoing. Postcombination with Newmont, our teams would review the combined portfolio applying the same quality and strategic filters currently in place at Barrick with the goal of maintaining the best production, project and exploration assets in the industry." Executing on additional rationalization opportunities is expected to enable further shareholder returns.

The Barrick proposal to Newmont is for a merger in which each Newmont shareholder would receive 2.5694 Barrick shares per Newmont share, representing an at-market transaction based on the volume-weighted average trading prices of the shares of Barrick and Newmont on the New York Stock Exchange over the 20 trading days ended Feb. 20, 2019, being the last trading day before the day on which news of this transaction was broadly leaked through the financial press. Barrick shareholders would own approximately 55.9 per cent of the merged company and Newmont shareholders would own approximately 44.1 per cent. The combined company intends to match Newmont's annual dividend of 56 cents per share which, based on the proposed exchange ratio, will represent a pro forma annual dividend of 22 cents per Barrick share (compared with the current annual dividend of 16 cents per Barrick share).

The Barrick proposal constitutes a significantly superior alternative to Newmont's previously announced agreement to acquire Goldcorp. In addition to the strategic benefits of the proposal, the combination of Barrick and Newmont would be materially more accretive on all key financial metrics for Newmont shareholders than Newmont's proposed acquisition of Goldcorp, including NAV per share and cash flow per share accretion estimated to be approximately 14 per cent and 9 per cent, respectively. The combined company will be run by a best-in-class management team with a record of delivering shareholder value, as opposed to Newmont's announced plan to appoint an untested chief executive officer and management team after the proposed acquisition of Goldcorp.

In light of the compelling rationale for a Barrick/Newmont combination, and the importance of allowing the companies' respective shareholders to capitalize on the benefits of the proposed transaction sooner rather than later, Barrick is releasing the following letter to Newmont's board of directors publicly so that both Barrick and Newmont stakeholders will have the opportunity to fully evaluate this compelling proposal. In addition, on Friday a subsidiary of Barrick submitted a shareholder proposal, to be voted on at the next Newmont annual meeting of stockholders, to preserve the ability of Newmont's shareholders to call a special stockholders meeting to ensure that if Newmont shareholders vote down the Goldcorp deal, they are in a position to take action that will allow them to claim their share of the missing billions.

In a letter to Newmont's board of directors, Noreen Doyle, chair of Newmont's board of directors, and Gary J. Goldberg, president and chief executive officer of Newmont, John L. Thornton, executive chairman, and Mr. Bristow said:

"Dear Noreen and Gary

"As you know our companies have on many occasions discussed in considerable detail the merits of combining Barrick Gold and Newmont Mining. A combination of Barrick and Newmont would represent a unique, once-in-a-lifetime opportunity to create the unrivalled leader in the gold sector and generate significant -- and in our industry, unparalleled -- value creation for our shareholders. Given the superior and obvious benefits to shareholders and other stakeholders that a business combination between our two companies would create, we were surprised and disappointed to learn that Newmont had agreed to combine with Goldcorp Inc. -- a combination that would provide minimal real synergies and dilute the quality of Newmont's asset portfolio.

"On behalf of Barrick, we are pleased to submit this proposal to acquire all of the outstanding shares of Newmont common stock in an all-share transaction.

"As outlined in more detail below, our proposal represents a unique and highly attractive opportunity to deliver substantial shareholder value and build on the accomplishments of our respective businesses. A combination of our companies would result in significant value creation opportunities for the combined company that are not available to our respective companies if they continue to operate independently of each other and are far superior to the value that would result from Newmont's proposed acquisition of Goldcorp. In addition to other strategic, financial and operational benefits, our proposal offers Newmont shareholders the opportunity to fully participate in that value creation and the over-$7-billion net present value of real synergies expected to result from our proposed combination, and we are confident your shareholders will enthusiastically support our proposal as a superior alternative to the Goldcorp acquisition.

"Value and consideration

"Barrick proposes to acquire all of the outstanding Newmont shares in an all-share transaction. Under our proposal, Newmont shareholders would receive 2.5694 common shares of Barrick per outstanding Newmont share, representing an at-market transaction based on the volume-weighted average trading prices of Barrick shares and Newmont shares on the New York Stock Exchange over the 20 trading days ended Feb. 20, 2019, being the last trading day before the day on which news of this transaction was broadly leaked in the financial press.

"Newmont shareholders would hold approximately 44.1 per cent of the issued and outstanding Barrick shares after giving effect to the combination and would have the opportunity to participate in the significant upside of the combined company's future prospects and synergies.

"The market reaction to date to your Goldcorp transaction suggests that investors do not endorse your rationale for the transaction and have concerns about the condition of Goldcorp's asset base. On the day of announcement, your market capitalization dropped by more than the estimated present value of the synergies you announced.

"In contrast, our recent at-market combination with Randgold Resources was roundly applauded by both sets of shareholders as a more appropriate way of combining two companies and unlocking real value for shareholders. That Barrick-Randgold combination has generated over $5-billion of combined value for Barrick and former Randgold shareholders.

"We are confident that our proposal offers far superior value for Newmont shareholders than is available to them under the arrangement agreement between Newmont and Goldcorp.

"Securing the long-term future of Nevada

"This proposed business combination will result in value creation opportunities that are not available to our respective companies if they continue to operate independently of each other. In particular, a large portion of Barrick and Newmont's reserves, operations and development projects in Nevada are highly complementary and located in close geographic proximity. This would offer a unique opportunity for a more efficient, streamlined organization with a dramatic impact on our combined cost structure. In short, this combination would allow us to capture financial, strategic and operational synergies in an amount that would be unprecedented in our industry and unavailable from any other combination.

"The realization of these synergies would secure the long-term future of the Nevada gold industry and ensure that Nevada's unique mineral endowment and potential is fully utilized. These synergies will allow us to lower operating costs, increase reserves and resources and significantly extend profitable mine lives for the benefit of not only our shareholders, but our employees, the local communities and the economy of Nevada as a whole. Based on our prior work with you and our unique knowledge of our collective asset base, we are confident these synergies can be realized.

"Creation of the unrivalled leader

"A combination of Barrick and Newmont would create the unrivalled leader in the gold sector. The combined company would have a significantly improved capacity for free cash flow generation due to our ownership of eight Tier 1 gold assets, which will provide greater flexibility to invest in profitable growth and return cash to shareholders. Without question, our combination would create the industry's best gold investment vehicle and a business of sufficient merit that would attract generalist and yield-oriented investors as well.

"The transaction would create a company with:

• "Eight Tier 1 gold assets, with a possible ninth in Goldrush/Fourmile;
• "Unmatched cash flow generation;
• "The senior gold sector's strongest balance sheet, which will fund growth and shareholder returns;
• "An unrivalled exploration and development portfolio covering all of the world's major gold districts;
• "A known senior executive team with one of the industry's best track records for creating value for shareholders;
• "Revenues of approximately $15.6-billion, operating cash flow of approximately $4.6-billion and adjusted EBITDA of approximately $7.0-billion, based on 2018 reported results and after giving effect to the considerable anticipated synergies of this transaction;
• "Total gold reserves of 141 million ounces and total gold resources of 275 million ounces;
• "A market capitalization and enterprise value that will attract new investors and enable future growth opportunities;
• "Trading liquidity that will dwarf the liquidity of any other company in the gold industry;
• "A strong business that would rival the world's top resource companies, attracting both gold and generalist investors.

"Working together equals opportunity for our employees

"People are a vital component of the success of any enterprise, and we highly value the talent and skills inherent in a world-class organization such as Newmont. Our teams know each other well and we can assure you that the combined company will utilize a best-in-class approach, such that the best available people from each company will work together to move the combined company forward. Your employees and other stakeholders will benefit from the expanded opportunities available as part of a larger, stronger organization with better longer-term prospects.

"Portfolio optimization

"The optimization of Barrick's asset portfolio is ongoing. After a combination with Newmont, our combined teams would review the combined portfolio applying the same quality and strategic filters currently in place at Barrick with the goal of maintaining the best production, project and exploration assets in the best jurisdictions. Any proceeds received from the rationalization process would be used to fund debt reduction and returns to shareholders. Given the combined strength of Barrick and Newmont, we will be under no time constraints to conduct dispositions, and will only do so if they add value.

"Dividends

"The combined company will match Newmont's annual dividend of 56 cents per share which, based on the proposed exchange ratio, will represent a pro forma annual dividend of 22 cents per Barrick share. Going forward, our combined scale, stability and liquidity would allow for a more optimal allocation of capital and return of capital to shareholders. Ultimately, it is clear that the benefits of the financial, strategic and operational synergies, selective divestitures of non-core assets and more disciplined growth would position the combined company to grow the dividend over time and consider other alternatives to return capital to shareholders.

"Next steps

"It is in the interests of our respective shareholders to progress this transaction as expeditiously as possible. We have completed extensive due diligence and analysis of this transaction based on publicly available information. As a result, our diligence requirements are limited and confirmatory in nature and would be able to be addressed within a compressed time frame.

"We are aware of the restrictions imposed under the Goldcorp arrangement agreement on your ability to consider our proposal. Section 5.9(e) of the Goldcorp arrangement agreement explicitly contemplates Newmont engaging in negotiations and providing diligence if it receives a 'bonafide written Newmont acquisition proposal that did not result from a breach of this Section 5.9 (and has not been withdrawn) and the Newmont board determines, in good faith after consultation with its outside financial and legal advisers, that such Newmont acquisition proposal constitutes or would reasonably be expected to constitute a Newmont superior proposal (disregarding, for the purposes of such determination, any due diligence or access condition to which such Newmont acquisition proposal is subject).' Our proposal to acquire 100 per cent of the Newmont shares constitutes a 'bonafide written Newmont acquisition proposal' under the terms of the Goldcorp arrangement agreement. In addition, we are confident that the Newmont board of directors must and will conclude in good faith that our proposal constitutes a 'Newmont superior proposal' because it would clearly result in a transaction that is more favourable, from a financial point of view, to Newmont shareholders than the transactions contemplated by the Goldcorp arrangement agreement and is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of our proposal and Barrick. Accordingly, the Newmont board of directors will be permitted under the Goldcorp arrangement agreement, and will be required by its fiduciary duties, to engage in discussions and negotiations with us with respect to our proposal.

"CIBC Capital Markets and M. Klein and Company Inc. are acting as our financial advisers. Our legal advisers are Cravath, Swaine & Moore LLP and Davies Ward Phillips & Vineberg LLP.

"Approvals and conditions

"This proposal has been reviewed and approved by Barrick's board of directors, which is unanimously supportive of this transaction. We are prepared, promptly following the termination of the Goldcorp arrangement agreement, to enter into a merger agreement in customary form that would provide materially greater value to your shareholders over both the short and long term.

"The completion of this transaction would be conditioned only on termination of the Goldcorp arrangement agreement, the negotiation and execution of a definitive merger agreement, approvals by Barrick and Newmont shareholders, the receipt of the necessary regulatory approvals and other customary conditions. We do not anticipate any difficulties or delays in obtaining the required regulatory approvals. Our proposal is not subject to any financing condition.

"There is no other transaction in our industry that can create better value for shareholders and other stakeholders than a business combination between Newmont and Barrick. We are confident that after you have considered our proposal, you will agree that our proposal constitutes a 'Newmont superior proposal' under the terms of the Goldcorp arrangement agreement and that our proposal presents a compelling opportunity for your shareholders. The time has come to execute on this combination, and further delay simply costs all of our shareholders not only their share of $7-billion in value that can be captured but also an opportunity to own the unrivalled leader and premier gold investment in the marketplace. We look forward to hearing from you promptly."

Conference call and webcast

Please join the company today at 8:30 a.m. Eastern Time for an international investor and media conference call to discuss Barrick's proposal for Newmont. There will be an opportunity for analysts and investors to ask questions during the question-and-answer session following the presentation:

Time:  5:30 a.m. Pacific Standard Time (U.S./Canada); 8:30 a.m. Eastern Standard Time (U.S./Canada); 1:30 p.m. Greenwich Mean Time (United Kingdom)

U.S./Canada toll-free:  1-800-319-4610

U.K. toll-free:  0808-101-2791

International toll:   1-416-915-3239

The webcast will remain on Barrick's website for later viewing, and the conference call will be available for replay by telephone at 1-855-669-9658 (U.S./Canada toll-free) and 1-604-674-8052 (international toll), access code 2993.

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

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