Ms. Kathy du Plessis reports

BARRICK GOLD CORPORATION - RESPONSE TO ACACIA'S ANNOUNCEMENT

Further to its announcement dated June 19, 2019, Barrick Gold Corp. has provided the following response to the announcement made by Acacia Mining PLC on June 24, 2019, headed "Response to announcement from Barrick regarding the situation in Tanzania and Acacia's mine plans."

Barrick notes Acacia's stated position that: Barrick acquiring the remaining shares in Acacia it does not currently own would be an attractive solution for all key stakeholders subject to an offer price which is fair and commands the requisite support of shareholders; unless a resolution is achieved in the near term, Acacia's Tanzanian assets face further risks to their operations and ability to deliver against their plans; and in the absence of a negotiated settlement and only as a fallback, Acacia has sought to protect Acacia's business through the contractual arbitrations, but has noted that there are significant collateral risks in Acacia's subsidiaries continuing to seek to protect their businesses through maintaining the arbitrations pending a negotiated resolution.

Barrick continues to believe that the terms of its proposal (as defined in the Barrick announcement) reflect the fair value of Acacia, not taking into account any further discount which could be applied to reflect the significant risk inherent in the Acacia business and remaining uncertainties of any settlement with the government of Tanzania.

In the absence of a take-private transaction, Barrick does not consider there is any credible alternative solution which will preserve, to the extent possible, value for all stakeholders.

Barrick has considered the statements made in the Acacia announcement and has concluded that the Acacia announcement contains no information of which Barrick was not already aware. Barrick therefore remains firmly of the view that certain assumptions made by Acacia in relation to its mine plans are not appropriately risked or supportable and that adjustments should be made. Whilst Barrick does not consider it necessary to respond to each and every statement made by Acacia in its announcement, it wishes to underline the following key points:

• Barrick notes the reference to Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards (2014), ("CIM Standards") in the Acacia Announcement, and fully endorses the Acacia 2018 Mineral Resources and Mineral Reserves Statement, which included the update to the classification of previously reported Indicated Mineral Resources to the Inferred Resources category at Bulyanhulu to reflect the wide spaced drill data for the Deep West zone of the orebody.
• Barrick maintains that the inclusion of the Deep West inferred mineral resources inventory on an equal footing to the measured and indicated mineral resources within the optimization study of Bulyanhulu materially overstates the value of the mine, is inconsistent with acceptable industry practice and not in compliance with the CIM standards. If Acacia's optimization study had been compliant with the CIM Standards, Acacia would not have been able to attribute any economic value to the Deep West inferred resources, as per the CIM 2014 definitions and standards which states that inferred mineral resources must not be included in the economic analysis, production schedules, or estimated mine life in publicly disclosed prefeasibility or feasibility studies, or in the life-of-mine plans and cash flow models of developed mines (1), the reasoning for which is that inferred mineral resources are based on very limited information, have a materially lower level of confidence than measured and indicated resources, may not prove to be economic when further drilling is completed, and thus cannot be assumed to fully convert to mineral reserves.
• Barrick also notes that Acacia's rebuttal of Barrick's views on conversion and dilution rates by reference to the 96.5-per-cent reconciliation factor of gold mined versus the historical mineral resource model over the life of mine (LOM) is misleading. The 96.5-per-cent historic reconciliation is reflective of mineral resources supported by 25 m spaced drill sample data and development face sample data and thus should not be considered applicable to the expected conversion of Deep West inferred mineral resources, which are based upon on an average of 200 m spaced drill data. Barrick is content with the utilization of the measured and indicated resources by Acacia in its optimization study, but not the inferred resources in the Deep West. Furthermore, Barrick is of the opinion that the Deep West inferred mineral resources still require full geotechnical stress modelling and therefore any current mine plans should acknowledge this related risk.
• The Barrick model attributes fair value to Bulyanhulu, reflecting the uncertainty of the Deep West inferred mineral resources currently defined with drill data at an average spacing of 200 m. This results in a grade of 10.2 grams per tonne during steady state UG production. This steady state grade profile is consistent with both the average LOM gold grade of 9.98 g/t achieved at Bulyanhulu and the Bulyanhulu proven and probable underground gold mineral reserve grade of 10.7 g/t gold (as of Dec. 31, 2018). This contrasts to the assumed grade in the Acacia optimization study of 12.3 g/t during steady state UG production. In Barrick's model, the Bulyanhulu grade drops to 8.6 g/t over the LOM after taking into account the initial low-grade tailings storage facility (TSF) feed.
• The Barrick production and dilution rates are justified through the uncertainty inherent in the inferred mineral resource and the geotechnical stress regime, at 1.7 to 2.6 km below surface. The previous dilution rates achieved at Bulyanhulu are not reflective of the anticipated increased geotechnical stress regime. Barrick notes that its additional $50-million (U.S.) capital expenditure modelled at Bulyanhulu and $77-million (U.S.) at North Mara, has been benchmarked against its own similar-sized underground operations in Africa and is not just based on conceptual studies. Notably, at North Mara the additional capital for the TSF is reflective of the increased rate of water drawdown rate required from the TSF and additional remediation work required to ensure safety of the existing TSF and construction of a fully compliant new lined TSF facility together with the appropriate land acquisition costs.

Barrick intends to continue to engage on these points, and on the merits of its proposal, with shareholders, Acacia's board of directors, its management and other stakeholders.

Takeover code notes

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. There can be no certainty any offer will be made, even if the preconditions referred to are satisfied or waived.

In accordance with Rule 2.6(a) of the code, Barrick must, by not later than 5 p.m. on July 9, 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.

We seek Safe Harbor.