Ms. Kathy du Plessis reports

UPDATE CONCERNING ACACIA MINING PLC

Barrick Gold Corp. has provided the following update in relation to Acacia Mining PLC.

Barrick met today with the directors and senior management of Acacia and presented a proposal to acquire all of the shares it does not already own in Acacia through a share-for-share exchange of 0.153 Barrick share for each ordinary share of Acacia. The proposal assumes that no further dividends will be paid by Acacia following the date of the proposal. The exchange ratio is based on the 20-day volume-weighted average trading prices of Acacia and Barrick as at market close in London and New York on May 20, 2019. This implies a value for Acacia of $787-million (U.S.), and total consideration to the minority shareholders of Acacia of $285-million (U.S.).

Barrick has been negotiating with the government of Tanzania (GoT) for the last two years to seek a basis for a settlement of Acacia's continuing disputes with the GoT and to establish a viable framework under which Acacia could resume its full operations in Tanzania and rebuild its relationships with the GoT. While a basis for a settlement has been developed but not finalized in meetings this past weekend, the GoT stated that it is not prepared to enter into a settlement directly with Acacia.

As a consequence of the negotiations with the GoT, Barrick has had the opportunity to undertake detailed due diligence on the Acacia assets and, on the basis of this work, has concluded that the proposal on the terms set out herein reflects the fair value of the company. Since the proposal is in Barrick shares, the Acacia minority shareholders will be able to benefit from any future potential upside in both the Acacia assets and Barrick's broader portfolio of assets.

The proposal is subject to the satisfaction of a number of customary 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 preconditions 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 share 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 United Kingdom.

In accordance with Rule 2.6(a) of the code, Barrick must, by not later than 5 p.m. on June 18, 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 U.K. takeover panel in accordance with Rule 2.6(c) of the code.

A further announcement will be made as and when appropriate.

Dealing disclosure requirements of the code

Under Rule 8.3(a) of the code, any person who is interested in 1 per cent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an opening position disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An opening position disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An opening position disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. London time on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. London time on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons, who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an opening position disclosure, must instead make a dealing disclosure.

Under Rule 8.3(b) of the code, any person who is, or becomes, interested in 1 per cent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a dealing disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A dealing disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A dealing disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. London time on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening position disclosures must also be made by the offeree company and by any offeror, and dealing disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities opening position disclosures and dealing disclosures must be made can be found in the disclosure table on the takeover panel's website, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the panel's market surveillance unit on 44-0-20-7638-0129 if you are in any doubt as to whether you are required to make an opening position disclosure or a dealing disclosure.

The defined terms used in this section, disclosure requirements of the code, are defined in the code, which can be found on the takeover panel's website.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at the Barrick website no later than 12 p.m. London time on May 22, 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the code, as at the close of business on May 20, 2019 (being the day before this announcement), Barrick confirms that it had in issue 1,751,981,799 common shares admitted to trading on the Toronto Stock Exchange and the New York Stock Exchange. The international securities identification number (ISIN) for Barrick common shares is CA0679011084.

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.

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