Barrick Mining Corporation - Investors - Annual Meeting - Information Circular

In This Section

Letter from the Chairman
Letter from the Lead Director
Notice of 2025 Annual and Special Meeting
Key Terms
Meeting and Voting Information
Business of the Meeting

Annual Meeting Details

Date
May 6, 2025

Time
10:00 a.m. (Toronto time)

Location
https://meetings.lumiconnect.com/400-995-869-810

Letter from the Chairman

March 28, 2025

Dear Fellow Shareholders,

Despite a challenging environment, Barrick achieved the goals we set out to you last year.

Barrick’s leaders navigated a very complex landscape to deliver consistent results. The Company maintained its unmatched record of organic reserve replacement. We met gold production guidance, and despite higher costs, we improved our financial performance: we increased net earnings by 69%, the highest in a decade; we increased operating cash flow by 20%; and we doubled free cash flow relative to 2023. We achieved guidance on copper production and costs. The 23% increase in the gold price generated stronger margins and cash flow.

We developed our portfolio to achieve sustainable production and profitable growth. As in years past we replaced the gold and copper mined during the year and added substantially to resources. We continued to ramp up at Pueblo Viejo, started pre-feasibility at Fourmile, and restarted mining at Porgera. As ever, we continued to invest in our host communities, protect the health and safety of our people, and safeguard local habitats. Overall, we remain an industry leader with an exceptional portfolio of assets that can continue to deliver sustainable production and growth.

We completed feasibility studies for the Reko Diq and Lumwana Expansion projects. The Company will soon be a major copper producer: Reko Diq is one of the largest undeveloped copper-gold deposits, while Lumwana will become one of the world’s major copper mines. We therefore propose to you to change our name from Barrick Gold Corporation to Barrick Mining Corporation, which you will see in the accompanying meeting materials.

Despite rising gold and other metal prices, mining equities have underperformed, and Barrick was no exception. We considered our shares undervalued and therefore bought back $500 million of them. We will continue to buy whenever we believe that. We have an industry-leading balance sheet, substantial liquidity, and a global portfolio of Tier One assets. Our fully funded organic growth projects should increase per-share value well into the future. Among other things, by 2030 we intend to organically grow our production volumes by 30%.

We refreshed, diversified, and strengthened our Board. The Environmental, Social Governance & Nominating Committee rigorously assessed our current Board, defined the gaps we need to fill, and identified and evaluated appropriate candidates. We are pleased to recommend to you two such candidates, Ben van Beurden and Pekka Vauramo, both of whom will add significant global experience, operational expertise, and strategic and financial acumen. We also appointed new chairs for each of our standing committees: Isela Costantini for Compensation, Brian Greenspun for ESG & Nominating, and Loreto Silva for Audit & Risk. Christopher Coleman and Andrew Quinn will retire from the Board in May. Both joined us during a pivotal period and were instrumental in Barrick’s transformation following the Merger. Their leadership, strategic vision, and dedication have been invaluable to our success. We are deeply grateful for their service.

We are pleased to invite you to Barrick’s Annual and Special Meeting of Shareholders on May 6, 2025. You will have the opportunity to hear from our leaders, ask about our plans, and vote on vital matters. We hope you will join us: your participation is essential to our success. Details on how to participate and vote are included in our Information Circular.

It is a privilege to work tirelessly on behalf of you, our fellow owners, to grow per-share returns on the resources you entrust to us.

Sincerely yours,

John L. Thornton
Chairman

Letter from the Lead Director

March 28, 2025

Dear Fellow Shareholders,

In 2024, our Board of Directors continued to provide strategic leadership and oversight, ensuring that Barrick’s performance today and its outlook for the future align with our commitment to sustainable growth and long-term profitability.

Working alongside the Company’s accomplished leadership team, we focused on strengthening Barrick’s position as a global leader in gold and copper production. Our priority is creating value for our shareholders and other stakeholders including business partners, host countries and the communities around our mines. We are dedicated to fulfilling our responsibilities to these key stakeholders while advancing Barrick’s vision of becoming the world’s most valued gold and copper mining company.

Renewal and diversity within the Board remained a priority in 2024, enhancing our global business expertise to achieve representation that reflects the people and regions integral to our operations. During the year, the Environmental, Social, Governance & Nominating Committee conducted a rigorous and structured selection process to identify and evaluate potential Board candidates. This process included assessing the current composition of the Board, identifying skill gaps, and defining the expertise needed to align with the Company’s strategic priorities.

As a result of the Committee’s work, we are pleased to nominate Ben van Beurden and Pekka Vauramo for your election at this year’s Meeting. Ben brings extensive experience in global business strategy and a proven ability to drive sustainable growth in the complex oil and gas industry. Pekka has more than two decades of experience successfully leading global companies, including most recently in the mining services sector. Ben and Pekka’s expertise will provide valuable guidance as we navigate the evolving challenges and opportunities within our sector.

At the same time, we would like to express our heartfelt gratitude to Christopher Coleman and Andrew Quinn, who will retire from the Board in May 2025. Both joined in 2019, during a pivotal period for Barrick, and their contributions were instrumental in shaping the significant transformation and growth following the Merger. Their strategic insights and collaborative spirit have left a lasting impact on the Board and the Company, and we thank them for their dedication and service.

We also appointed new chairs for our key committees: Isela Costantini for the Compensation Committee, Brian Greenspun for the Environmental, Social, Governance & Nominating Committee, and Loreto Silva for the Audit & Risk Committee. With two of our three committees now chaired by female directors, these appointments reflect our ongoing efforts to building a refreshed, diverse and highly capable Board that is ready to support Barrick’s plans for the future.

Throughout the year, the Board actively engaged in overseeing key growth projects to reinforce their alignment with Barrick's strategic objectives. In October, Board members spent three days at the Lumwana copper mine in Zambia to review progress on the Super Pit expansion. This $2 billion project, supported by the recently concluded feasibility study, is expected to transform Lumwana into one of the world's major copper mines.

In February 2025, the Board held a special Board meeting to review and approve the Reko Diq copper-gold project in Pakistan. Reko Diq is recognized as one of the world’s largest undeveloped copper-gold deposits and is planned for development in a 50/50 equity partnership between Barrick and the governments of Pakistan and Balochistan. During this session, the Board received an update on the financing strategy for the project which will be anchored by up to US$3 billion of limited recourse project financing provided by a consortium of multilateral, export credit, and import finance agencies. The Board of Directors has approved the development of Phase 1 of the Reko Diq project subject to the closing of this project financing.

The Board also provided oversight of other significant developments, namely the Pueblo Viejo mine expansion in the Dominican Republic and the resumption of operations at the Porgera mine in Papua New Guinea. Another key project adding to the Company’s peerless organic growth profile is the 100% owned Fourmile gold project in Nevada. Fourmile is now moving toward a pre-feasibility study from its preliminary assessment and will be closely monitored as it makes meaningful progress towards a development decision. Finally, the Board remained highly engaged with management throughout the year as we sought to find a beneficial solution to the complex situation that has emerged under Mali’s military-led transitional government.

Our Environmental, Social, Governance & Nominating Committee continued to oversee key initiatives aimed at supporting the social and economic development of host communities, ensuring workforce health and safety, protecting human rights, and advancing our climate strategy and biodiversity initiatives. We believe that in the natural resources industry, strong, mutually beneficial relationships with host countries are fundamental to success. The building blocks of sustainable international business, such as respect for local communities, collaboration with diverse stakeholders, and the creation of shared value, are embedded in Barrick’s operations globally. These principles are as essential to our established mines as they are to new projects in both developed and emerging markets. Whether through local recruitment, workforce training, or community partnerships, we prioritize uplifting the nationals of the countries where we operate, empowering them with skills and training. As we expand our presence globally, our unwavering focus on sustainability ensures that we remain an industry leader not just in production, but in the positive impact we deliver to people.

During the year, the Audit & Risk Committee received regular updates on operational and geopolitical risks across the Company’s portfolio of assets, reflecting Barrick’s commitment to proactively identifying and mitigating challenges that could impact our business, including the impacts of inflation, energy costs, supply chain disruptions, and cybersecurity. The Committee also conducted thorough reviews of financial plans, dividend policies and share buyback programs to ensure the Company maintained robust liquidity and balance sheet strength while continuing to deliver leading returns to shareholders.

The Compensation Committee conducted a comprehensive review of Barrick’s executive compensation framework in 2024 to further align incentive structures with shareholder interests and ensure accountability at all levels of the organization. Following valuable input from our shareholders, key adjustments were introduced to the Annual Performance Incentive Scorecard to better balance individual and company performance metrics. For 2024, the API has been equally weighted, with 50% tied to individual performance results that emphasize strategic initiatives, operational excellence, and sustainable profitability, and the remaining 50% reflecting company performance, incorporating metrics such as ESG progress, production targets, and cost management. Additional refinements to the API are planned for 2025, with 30% tied to individual performance and 70% emphasizing company-wide results, further aligning the framework with Barrick’s long-term strategic goals.

Barrick’s equity holding requirements remain a cornerstone of the Company’s ownership culture, aligning management’s interests with those of long-term shareholders. At year-end, the Chairman held more than 2.7 million shares, while the CEO held more than 6.4 million shares. Collectively, Named Executive Officers owned more than 7.6 million shares.

Looking ahead, we remain focused on the challenges and opportunities ahead, guided by our shared vision, strong leadership, and commitment to sustainable growth and value creation. Thank you for your continued support and trust as we work together to secure Barrick’s future success.

Respectfully,

J.B. Harvey
Lead Director

Notice of 2025 Annual and Special Meeting

Fellow Shareholders:

You are invited to attend Barrick’s 2025 Annual and Special Meeting of Shareholders (the Meeting) at which you will be asked to:

Elect ten director nominees;
Appoint PricewaterhouseCoopers LLP as our auditor for 2025;
Approve our non-binding advisory vote on our approach to executive compensation; and
Approve a special resolution approving a change in our corporate name to “Barrick Mining Corporation” in English and « Société minière Barrick » in French, the full text of which is set forth in Schedule E of the accompanying Circular.

Shareholders will also transact any other business properly brought before the Meeting.

Barrick’s Board of Directors has approved the contents of this Notice and Circular and the sending of this Notice and Circular to our shareholders, each of our directors, and our auditor.

In order to facilitate engagement with shareholders, Barrick is pleased to host a virtual meeting format for this year’s Meeting that shareholders may attend by way of a live webcast regardless of their geographic location. Registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to participate, ask questions, and vote in “real time” through an online portal that may be accessed at meetings.lumiconnect.com/400-995-869-810 by following the instructions set out in the Circular. Non-registered shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the online portal. Non-registered shareholders who do not follow the procedures set out in the Circular will nonetheless be able to view a live webcast of the Meeting, but will not be able to ask questions or vote. Please refer to the section of the Circular entitled “Meeting and Voting Information” for additional details.

Your vote is important. As a shareholder, it is very important that you read this material carefully and then vote your common shares of Barrick (Barrick Shares). You are eligible to vote your Barrick Shares if you were a shareholder of record at the close of business on March 7, 2025. You may vote via the Internet webcast or by proxy. Click here for further instructions on how you can vote.

Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor, by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

By Order of the Board of Directors,

Joseph Heckendorn signature

Joseph Heckendorn
Vice President, Corporate Secretary
and Associate General Counsel
March 28, 2025

General Information
In this Circular, “you”, “your”, and “shareholder” refer to the holders of common shares of Barrick. “We”, “us”, “our”, the “Group”, the “Company”, and “Barrick” refer to Barrick Gold Corporation, unless otherwise indicated. Information in this Circular is as of March 27, 2025, unless otherwise indicated. All references to US $ or $ are to U.S. dollars and all references to Cdn $ are to Canadian dollars. The annual average exchange rate for 2024 reported by the Bank of Canada was US $1.00 = Cdn $1.3698.

Key Terms

After-Tax Shares	Barrick Shares that are purchased on the open market with after-tax compensation proceeds
API	Annual Performance Incentive
API Scorecards	Annual Performance Incentive Scorecards
Articles	The Notice of Articles and the Articles of Continuation of Barrick
Audit Services Policy	Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services
Barrick Shares	Common shares of Barrick
BCBCA	Business Corporations Act (British Columbia)
Board of Directors or Board	Board of Directors of Barrick
Change in Control Plan	Partner Change in Control Severance Plan
Circular	This 2025 Information Circular
Class 1 Environmental Incident	An incident that causes significant negative impacts on human health or the environment, or an incident that extends onto publicly accessible land and has the potential to cause significant adverse impact to surrounding communities, livestock, or wildlife
Clawback Policy	Amended and Restated Incentive Compensation Recoupment Policy
Code	Code of Business Conduct and Ethics
DSUs	Deferred Share Units
E&S Committee	Environmental & Social Oversight Committee
ESG	Environmental, Social, and Governance
Exchange Act	United States Securities Exchange Act of 1934, as amended
Executive Committee	Executives of Barrick including the President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; Chief Operating Officer, Latin America and Asia Pacific; and Chief Operating Officer, Africa and Middle East; and others as may be appointed from time to time
GDX	VanEck Gold Miners Exchange Traded Fund
GHG	Greenhouse Gas
Global Peer Group	Agnico Eagle Mines Limited, Anglo American plc, AngloGold Ashanti plc, Antofagasta plc, BHP Group Limited, First Quantum Minerals Ltd., Freeport McMoran Inc., Gold Fields Limited, Kinross Gold Corporation, Newmont Corporation, Rio Tinto Ltd., South32 Limited, Teck Resources Limited, Canadian Natural Resources Ltd., Cenovus Energy Inc., Hess Corporation, Occidental Petroleum Corporation, and Suncor Energy Inc.
LTI	Long-Term Incentives
LTIFR	Lost-Time Injury Frequency Rate, a ratio calculated as the product of the number of lost-time injuries and 1,000,000 hours, divided by the total number of hours worked
Meeting	2025 Annual and Special Meeting, to be held on May 6, 2025
Merger	The acquisition of Randgold by Barrick on January 1, 2019
Name Change Resolution	A special resolution of the holders of Barrick Shares to be considered at the Meeting approving the proposed change of our corporate name to “Barrick Mining Corporation” in English and « Société minière Barrick » in French, the full text of which is set out in Schedule E of this Circular
Named Executive Officers (NEOs)	President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; Chief Operating Officer, Latin America and Asia Pacific; and Chief Operating Officer, Africa and Middle East
Nevada Gold Mines	Nevada Gold Mines LLC, Barrick’s joint venture with Newmont that combined their respective mining operations, assets, reserves, and talent in Nevada, USA
NYSE	New York Stock Exchange
Partners	Individuals who participate in the Partnership Plan
Partnership Plan	Provides Partners (including the NEOs) with eligibility for the API Program, the PGSU Plan, and the Change in Control Plan
PGSUs	Performance Granted Share Units
Randgold	Randgold Resources Limited
ROCE	Return on Capital Employed
RSUs	Restricted Share Units
SEC	U.S. Securities and Exchange Commission
Sustainability Scorecard	A scorecard that measures Barrick’s ESG performance based on key performance indicators that are aligned to priority areas set out in Barrick’s strategy
TCFD	Task Force on Climate-Related Financial Disclosures
Tier One Copper Asset	An asset with a $3.00 per pound reserve with potential for five million tonnes or more of contained copper in support of at least 20 years life, annual production of at least 200,000 tonnes, with costs per pound in the lower half of the industry cost curve. Tier One assets must be located in a world-class geological district with potential for organic reserve growth and long-term geologically driven addition
Tier One Gold Asset	An asset with a $1,400 per ounce reserve with potential to deliver a minimum 10-year life, annual production of at least 500,000 ounces of gold and with costs per ounce in the lower half of the industry cost curve. Tier One assets must be located in a world-class geological district with potential for organic reserve growth and long-term geologically driven addition
TRIFR	Total Reportable Injury Frequency Rate, a ratio calculated as the product of the number of reportable injuries (which includes fatalities, lost-time injuries, restricted duty injuries, and medically treated injuries) and 1,000,000 hours, divided by the total number of hours worked
TSR	Total Shareholder Return
TSX	Toronto Stock Exchange

Non-GAAP Financial Performance Measures

Certain financial performance measures in this Circular – namely EBITDA, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Earnings, Free Cash Flow, Total Cash Costs per ounce, All-in Sustaining Costs per ounce and All-in Costs per ounce – are not prescribed by IFRS. These non-GAAP financial performance measures are included because management uses the information to analyze business performance and financial strength. These non-GAAP financial performance measures are intended to provide additional information only and do not have any standardized definition under IFRS and may not be comparable to similar measures presented by other companies. These non-GAAP financial performance measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For further details regarding non-GAAP financial performance measures and a detailed reconciliation to the most directly comparable measure under IFRS, see “Other Information – Use of Non-GAAP Financial Performance Measures”.

Forward-Looking Information

This Circular contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information can be identified by the use of words such as “aim”, “anticipate”, “strive”, “will”, “expect”, “intend”, “plan”, “believe”, “execute” or similar expressions, as they relate to the Company. In particular, this Circular includes, without limitation, forward-looking information pertaining to: Barrick’s aim to be the world’s most valued gold and copper mining business and position the Company as a major copper producer; forward-looking production guidance, including our ability to increase attributable gold equivalent production by 30%; our ability to convert resources into reserves and replace reserves net of depletion from production; mine life and production rates, including annual production expectations from Reko Diq, Lumwana, and Pueblo Viejo, and anticipated production growth from Barrick’s organic project pipeline and reserve replacement; Barrick’s global exploration strategy and planned exploration activities; our ability to identify new Tier One assets and the potential for existing assets to attain Tier One status; our ability to maintain a 10-year production outlook; Barrick’s copper strategy; our plans and expected completion and benefits of our growth and development projects; targeted first production for the Reko Diq project and the Lumwana Super Pit; anticipated project financing for the Reko Diq project; our pipeline of high confidence projects at or near existing operations; the extension of Veladero’s life of mine and the timing for completion of construction of the Phase 8A Leach Pad; Lumwana’s ability to further extend its life of mine through the development of a Super Pit and the targeted timing for first production; the timing of a pre-feasibility study for the Fourmile gold project in Nevada, and the completion of the Stage 2A PFS for Norte Abierto in Chile; the expected mine life of Barrick’s Bulyanhulu project and the potential for accessing new reserves at the site; the Company’s ability to leverage improved cost profiles amongst Barrick’s existing Tier One Gold Mines; Barrick’s strategy, plans, targets, and goals in respect of environmental, and social governance issues, including local community relations, economic contributions and education, employment, and procurement initiatives, climate change and biodiversity initiatives; Barrick’s talent management strategy; Barrick’s performance dividend policy and share buyback program; and expectations regarding future price assumptions, financial performance and other outlook or guidance. These statements are based on the reasonable assumptions, estimates, analysis, and opinions of management made in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors that management considers to be relevant and reasonable at the date that such statements are made. Forward-looking information involves known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, performance, or achievements of the Company, as applicable, to be materially different from those anticipated, estimated, or intended. Forward-looking information contained herein is made as of the date of this Circular, and, other than as required by securities law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events, or results or otherwise unless so required by applicable securities laws.

Future Dividends

The declaration and payment of dividends is at the discretion of the Board, and will depend on the Company’s financial results, cash requirements, future prospects, the number of outstanding Barrick Shares, and other factors deemed relevant by the Board. The Board reserves all powers related to the declaration and payment of dividends. Consequently, in determining any dividends to be declared and paid on Barrick Shares, the Board may revise or terminate the payment level at any time without prior notice. As a result, investors should not place undue reliance on statements relating to future dividends.

Share Buyback Program

The actual number of Barrick Shares that may be purchased by Barrick under the share buyback program, if any, and the timing of any such purchases, will be determined by Barrick based on a number of factors, including the Company’s financial performance, prevailing market prices of the Barrick Shares, the availability of cash flows, and the consideration of other uses of cash, including capital investment opportunities, returns to shareholders, and debt reduction. The share buyback program does not obligate the Company to acquire any particular number of Barrick Shares, and the buyback program may be suspended or discontinued at any time at the Company’s discretion.

Meeting and Voting Information

Proxy Solicitation and Meeting Materials

How we will solicit proxies

Your proxy is being solicited on behalf of Barrick’s management in connection with the annual and special meeting to be held on May 6, 2025 (the Meeting). Management will solicit proxies primarily by mail, but proxies may also be solicited personally by telephone by employees of the Company. The costs of preparing and distributing the Meeting materials and the cost of soliciting proxies will be borne by the Company.

The Company has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, communications, proxy solicitation, and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement at the discretion and direction of the Company. The aggregate fees associated with Kingsdale’s solicitation of proxies by mail and telephone pursuant to its retainer are estimated to be approximately $52,000, plus distribution costs and other expenses. Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

How we use Notice and Access

We distribute our information circular for our annual meetings and related proxy form to our shareholders by sending them a notice of electronic availability of such circular. The notice of electronic availability in respect of the Meeting provides instructions on how to access and review an electronic copy of our 2025 information circular for the Meeting (the Circular) and instructions on voting by proxy at the Meeting. This process is known as Notice and Access.

How Barrick shareholders benefit from Notice and Access: Notice and Access expedites our shareholders’ receipt of these materials, lowers printing and distribution costs, and reduces the environmental impact of our Meeting.
How to obtain a paper copy of our Circular: Shareholders can request a paper copy of the Circular at www.meetingdocuments.com/TSXT/abx or by calling TSX Trust Company (TSX Trust) toll-free at 1-888-433-6443 from Canada and the United States or by calling collect at 416-682-3801 from other locations or by emailing tsxt-fulfilment@tmx.com. If you have previously provided instructions to receive a paper copy of our Circular and do not want to receive a paper copy in the future, please contact your intermediary (e.g., a bank, trust company, investment dealer, clearing agency, or other institution).

How meeting materials will be delivered to shareholders

The proxy materials are sent to our registered shareholders through our transfer agent, TSX Trust. We generally do not send our proxy materials directly to non-registered shareholders and instead use the services of Broadridge Investor Communications Corporation (Broadridge) who acts on behalf of intermediaries to send proxy materials. We intend to pay intermediaries to send proxy materials and voting instruction forms to objecting non-registered shareholders.

Non-registered (or beneficial) shareholders are asked to consider signing up for electronic delivery (E-delivery) of the Meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Non-registered shareholders may sign up quickly and easily by going to www.proxyvote.com, signing in with your control number, and voting on the matters that come before the Meeting. Following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Having registered for electronic delivery, going forward you will receive your meeting materials by email and will be able to vote on your computer or Internet-enabled device by simply following a link in an email sent to you by your intermediary, provided your intermediary supports this service.

Meeting Procedures

Attending the Meeting

Date: May 6, 2025
Time: 10:00 a.m. (Toronto time)
Location: meetings.lumiconnect.com/400-995-869-810

Only shareholders of record at the close of business on March 7, 2025 and other permitted attendees may virtually attend the Meeting.

Attending the Meeting virtually allows registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves or a third-party proxyholder in accordance with the procedures set out below under the heading “How can I vote if I am a non-registered shareholder?”, to participate, ask questions, and vote at the Meeting using the LUMI meeting platform. Guests, including non-registered shareholders who have not duly appointed themselves or a third party as proxyholder, can log into the virtual Meeting as a guest. Guests may listen to the Meeting, but will not be entitled to vote or ask questions.

Registered shareholders and duly appointed proxyholders may log in online at meetings.lumiconnect.com/400-995-869-810, click on “I have a Control Number”, enter the 13-digit Control Number found on the proxy or provided to a duly appointed proxyholder, as applicable, the meeting ID 400-995-869-810, and the password barrick2025 (case sensitive), then click on the “Login” button. For registered shareholders, the Control Number is located on your form of proxy. For duly appointed proxyholders (including non-registered shareholders who have appointed themselves), your Control Number will be provided by TSX Trust provided that you or your proxyholder has been duly appointed in accordance with the procedures outlined in this Circular.
Non-registered shareholders may view a live webcast of the Meeting by going to the same URL as above and clicking on “I am a guest” or on our website at www.barrick.com/investors/agm.

During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting.

If shareholders (or their duly appointed proxyholders) encounter any difficulties accessing the Meeting during the check-in, they may attend the Meeting by clicking “Guest” and completing the online form. The LUMI meeting platform is fully supported across Internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Shareholders (or their proxyholders) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the Meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Meeting. Technical support can also be accessed at support-ca@lumiglobal.com.

For additional information, please see below under “Voting Procedures”.

How many shareholders are needed to reach a quorum?

We need to have at least two people present at the Meeting who hold, or represent by proxy, in aggregate, at least 25% of the issued and outstanding Barrick Shares entitled to be voted at the Meeting. On March 27, 2025, the Company had 1,719,858,060 Barrick Shares outstanding. Each Barrick Share is entitled to one vote. Shareholders who participate in and/or vote at the Meeting virtually are deemed to be present at the Meeting for all purposes, including quorum.

Does any shareholder beneficially own 10% or more of the issued and outstanding Barrick Shares?

To the knowledge of the directors and senior officers of the Company, as of March 27, 2025, no person beneficially owned, directly or indirectly, or exercised control or direction over, voting securities carrying 10% or more of the voting rights attached to the outstanding Barrick Shares.

Will Company employees vote their Barrick Shares at the Meeting?

Employees of Barrick are entitled to vote Barrick Shares beneficially owned by them, including those held in our equity compensation plans, at the Meeting. As of March 27, 2025, less than 1% of Barrick Shares were beneficially owned by employees through our equity compensation plans.

Voting Procedures

How do I vote my Barrick Shares?

Please follow the voting instructions based on whether you are a registered or non-registered shareholder:

You are a registered shareholder if you have a share certificate issued in your name or appear as the registered shareholder on the books of the Company.
You are a non-registered shareholder if your Barrick Shares are registered in the name of an intermediary (for example, a bank, trust company, investment dealer, clearing agency, or other institution).

If you are not sure whether you are a registered or non-registered shareholder, please contact TSX Trust by email at shareholderinquiries@tmx.com. Alternatively, please call TSX Trust toll-free at 1-800-387-0825 from Canada and the United States or collect at 416-682-3860 from other locations.

How can I vote if I am a registered shareholder?

Option 1 – By proxy (proxy form)

World Globe icon

By Internet:

Go to TSX Trust’s website at www.meeting-vote.com and follow the instructions on screen. You will need your 13-digit Control Number, which can be found on your proxy form.

See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

Phone icon

By Telephone:

Call 1-888-489-5760 (toll-free in Canada and the United States) from a touch-tone phone and follow the instructions. You will need your 13-digit Control Number, which can be found on your proxy form.

Please note that you cannot appoint anyone other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone. See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

Fax Machine icon

By Fax:

Complete, sign, and date your proxy form, and send all pages (in one transmission) by fax to 416-595-9593.

See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

Mail icon

By Mail:

Complete, sign, and date your proxy form, and return it in the envelope provided.

See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

Two People icon

Appointing another person to attend the Meeting and vote your Barrick Shares for you:

You may appoint a person other than the directors and officers designated by the Company on your proxy form to represent you and vote on your behalf at the Meeting. This person does not have to be a shareholder. To do so, strike out the names of our directors and officers that are printed on the proxy form and write the name of the person you are appointing in the space provided. Complete your voting instructions, sign, and date the proxy form, and return it to TSX Trust as instructed. Please ensure that the person you appoint is aware that he or she has been appointed to attend the Meeting virtually on your behalf.

In order to participate in the virtual Meeting, your proxyholder must request a Control Number for the Meeting from TSX Trust by 5:00 p.m. (Toronto time) on May 5, 2025. Control Numbers can be obtained online by completing an electronic form on TSX Trust’s website, or by contacting TSX Trust by phone:

Electronic form
www.tsxtrust.com/control-number-request

By phone
Contact TSX Trust at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America)

This Control Number will allow your proxyholder to log in to the live webcast and vote at the Meeting using the LUMI meeting platform. Without a Control Number, your proxyholder will not be able to vote at the Meeting. TSX Trust will provide your duly appointed proxyholder with a Control Number provided that your proxy has been received by TSX Trust prior to this deadline. Please note that you cannot appoint anyone other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone.

For more information, please see above under the heading “Attending the Meeting” and below under the heading “How will my Barrick Shares be voted if I return a proxy?”.

Option 2 – In person via Internet Webcast

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Registered shareholders have the ability to participate, ask questions, and vote at the Meeting using the LUMI meeting platform. Eligible registered shareholders may log in at meetings.lumiconnect.com/400-995-869-810, click on “I have a Control Number”, enter the 13-digit Control Number found on the proxy, the meeting ID 400-995-869-810, and the password barrick2025 (case sensitive), then click on the “Login” button. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting. Non-registered shareholders must follow the procedures outlined below under the heading “How can I vote if I am a non-registered shareholder?” to participate in the Meeting using the LUMI meeting platform. Non-registered shareholders who fail to comply with the procedures outlined below may nonetheless view a live webcast of the Meeting by going to the same URL as above and clicking on “I am a guest” or on our website at www.barrick.com/investors/agm.

How can I vote if I am a non-registered shareholder?

Option 1 – By proxy (voting instruction form)

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You will receive a voting instruction form that allows you to vote on the Internet, by telephone, by fax, or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a voting instruction form.

Alternatively, you may receive from your intermediary a pre-authorized proxy form indicating the number of Barrick Shares to be voted, which you should complete, sign, date, and return as directed on the form.

Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to TSX Trust before 5:00 p.m. (Toronto time) on May 2, 2025.

Option 2 – In person via Internet Webcast

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We do not have access to the names or holdings of our non-registered shareholders. That means you can only vote your Barrick Shares virtually at the Meeting if you have (a) previously appointed yourself as the proxyholder for your Barrick Shares, by printing your name in the space provided on your voting instruction form and submitting it as directed on the form, and (b) by no later than 5:00 p.m. (Toronto time) on May 5, 2025, you contacted TSX Trust to request a Control Number. Control Numbers can be obtained online by completing an electronic form on TSX Trust’s website, or by contacting TSX Trust by phone:

Electronic form
tsxtrust.com/control-number-request

By phone
Contact TSX Trust at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America)

This Control Number will allow you to log in to the live webcast and vote at the Meeting. Without a Control Number, you will not be able to ask questions or vote at the Meeting. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting.

You may also appoint someone else as the proxyholder for your Barrick Shares by printing their name in the space provided on your voting instruction form and submitting it as directed on the form. If your proxyholder intends to participate in the Meeting virtually, he or she must contact TSX Trust at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America) by no later than 5:00 p.m. (Toronto time) on May 5, 2025 to obtain a Control Number for the Meeting.

Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to TSX Trust before 5:00 p.m. (Toronto time) on May 2, 2025. If you plan to participate in the Meeting virtually (or to have your proxyholder attend the Meeting virtually), you or your proxyholder will not be entitled to vote or ask questions online unless the proper documentation is completed and received by your intermediary well in advance of the Meeting to allow them to forward the necessary information to TSX Trust before 5:00 p.m. (Toronto time) on May 2, 2025. You should contact your Intermediary well in advance of the Meeting and follow their instructions if you want to participate in the Meeting virtually.

Non-registered shareholders who do not object to their name being made known to the Company may be contacted by Kingsdale Advisors to assist in conveniently voting their Barrick Shares directly by telephone. Barrick may also utilize the Broadridge QuickVote service to assist such shareholders with voting their Barrick Shares. See“How we will solicit proxies”.

Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

Is there a deadline for my proxy to be received?

Yes. Whether you vote by mail, fax, telephone, or Internet, your proxy must be received by no later than 5:00 p.m. (Toronto time) on Friday, May 2, 2025. If the Meeting is adjourned or postponed, your proxy must be received by 5:00 p.m. (Toronto time) on the second-last business day before the reconvened meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

As noted above, if you are a non-registered shareholder, all required voting instructions must be submitted to your intermediary sufficiently in advance of this deadline to allow your intermediary time to forward this information to TSX Trust. Barrick reserves the right to accept late proxies and to waive the proxy cut-off deadline, with or without notice, but Barrick is under no obligation to accept or reject any particular late proxy.

Will virtually attending the Meeting impact my ability to participate in the Meeting?

This year, Barrick is pleased to host a virtual Meeting in which shareholders can participate by following the instructions in this Circular and attend virtually by way of a live webcast regardless of geographic location. The Company values shareholder participation and feedback, and expects that shareholders attending the Meeting virtually will have substantially the same opportunity to participate in the Meeting and ask questions of the Board and management as they would if attending the Meeting in person.

Shareholders attending the Meeting will be able to submit their votes by virtual ballot during the Meeting through the LUMI meeting platform. The Chair of the Meeting will indicate the time at which polls open and close, and voting options will be visible on your screen. Shareholders who wish to vote virtually at the Meeting should follow the instructions set out above under the heading “Voting Procedures”. Barrick has employed the LUMI virtual meeting at shareholder meetings since 2018, and the Chair of the Meeting is experienced and knowledgeable in its use.

At the Meeting, registered shareholders, non-registered shareholders, and their duly appointed proxyholders who have followed the instructions in this Circular will be able to ask questions in “real time” through the online Meeting portal by sending a written message to the Chair of the Meeting through the LUMI meeting platform. To ensure you have the ability to ask questions during the Meeting, it is important that you follow the instructions set out above under the headings “Attending the Meeting” and “Voting Procedures”.

Registered shareholders, non-registered shareholders, and their duly appointed proxyholders who wish to ask questions are encouraged to submit their questions as soon as possible during the Meeting. Questions can be submitted in the text box (chat feature) of the LUMI meeting platform. During the Meeting, shareholders will also be able to provide direct feedback to management during the question-and-answer segment of the Meeting by submitting any feedback in the text box (chat feature) of the LUMI meeting platform.

The Chair of the Meeting and members of management present at the Meeting will answer questions relating to matters to be voted on before a vote is held on such matter, if applicable. General questions will be addressed at the end of the Meeting during the question-and-answer segment. Questions will be read aloud before a response is provided. So that as many questions as possible may be answered, shareholders are asked to be brief and concise and to address only one topic per question.

Consistent with an in-person Meeting, the Chair of the Meeting has broad authority and discretion to conduct the Meeting in an orderly manner, including determining the order in which questions are answered, the amount of time devoted to answering any one question, and the appropriateness of a question. While all questions are welcome, the Company does not intend to respond to questions that (a) are irrelevant to the Company’s operations or to the business of the Meeting; (b) relate to non-public information concerning the Company; (c) relate to personal grievances or personal business interests; (d) constitute derogatory references to individuals or that are otherwise offensive to third parties; (e) are repetitious or have already been asked by other shareholders; or (f) are out of order or not otherwise appropriate, as reasonably determined by the Chair of the Meeting. Questions from multiple shareholders on the same topic or that are otherwise related will, to the extent practicable, be summarized and answered together.

For any questions asked but not answered during the Meeting due to time constraints, shareholders may contact the Corporate Secretary at corporatesecretary@barrick.com. A video and audio recording of the Meeting, as well as a list of the questions received during the Meeting and the Company’s responses, will be available on Barrick’s website shortly following the Meeting.

Any shareholder who validly submitted a proposal before the Meeting will be afforded a reasonable opportunity to present the proposal to the Meeting. Shareholders will be able to vote on any validly submitted shareholder proposal in the same manner they would on any item of business that properly comes before the Meeting. There are no shareholder proposals being considered at this year’s Meeting.

Technical support will be available on the LUMI meeting platform on the day of the Meeting via email at supportca@lumiglobal.com.

How will my Barrick Shares be voted if I return a proxy?

By completing and returning a proxy, you are authorizing the person named in the proxy to attend the Meeting and vote your Barrick Shares on each item of business according to your instructions. If you have appointed the designated directors or officers of Barrick as your proxy and you do not provide them with voting instructions, they will vote your Barrick Shares as follows:

FOR the election of the ten nominee directors to the Board;
FOR the appointment of PricewaterhouseCoopers LLP as the Company’s auditor and the authorization of the directors to fix the auditor’s remuneration;
FOR the advisory resolution approving the Company’s approach to executive compensation; and
FOR the special resolution approving a change in our corporate name to “Barrick Mining Corporation” in English and « Société minière Barrick » in French.

What happens if there are amendments, variations, or other matters brought before the Meeting?

Your proxy authorizes your proxyholder to act and vote for you on any amendment or variation of any of the business of the Meeting and on any other matter that properly comes before the Meeting. Your proxy is effective at any continuation following an adjournment of the Meeting. As of March 27, 2025, no director or officer of the Company is aware of any variation, amendment, or other matter to be presented for a vote at the Meeting.

What if I change my mind after I have submitted my proxy?

You can revoke a vote you made by proxy by:

Voting again on the Internet or by telephone before 5:00 p.m. (Toronto time) on May 2, 2025;
Completing a proxy form or voting instruction form that is dated later than the proxy form or voting instruction form that you are changing, and mailing or faxing it as instructed on your proxy form or voting instruction form, as the case may be, so that it is received before 5:00 p.m. (Toronto time) on May 2, 2025; or
Any other means permitted by law.

If you are a registered shareholder, you can also revoke a vote you made by sending a notice in writing from you or your authorized attorney to our Corporate Secretary so that it is received before 5:00 p.m. (Toronto time) on May 2, 2025.

Is my vote by proxy confidential?

Yes. All proxies are received, counted, and tabulated independently by TSX Trust, our transfer agent, or Broadridge, in a way that preserves the confidentiality of shareholder votes, except:

As necessary to permit management and the Board of Directors to discharge their legal obligations to the Company or its shareholders, or to determine the validity of the proxy;
In the event of a proxy contest; or
In the event a shareholder has made a written comment on the proxy intended for management or the Board of Directors.

Need help casting your vote?

For assistance with casting your vote, please contact Kingsdale Advisors at:

Kingsdale Advisors
Toll-Free within Canada and the United States: 1-866-851-2571
Text and call enabled outside North America: 647-251-9704
Email: contactus@kingsdaleadvisors.com

How can you obtain more information about the proxy voting process?

If you have any questions about the proxy voting process, please contact your intermediary (e.g., bank, trust company, investment dealer, clearing agency, or other institution) or our Investor Relations Department at:

Toll-Free within Canada and the United States: 1-800-720-7415
Call collect: 416-307-7474
Fax: 416-861-9717
Email: investor@barrick.com

Other Important Information

What is the deadline for making a shareholder proposal at the next annual meeting?

The final date for submission of proposals to shareholders for inclusion in the information circular in connection with next year’s annual shareholders’ meeting is February 6, 2026.

Are any shareholder proposals being considered at the Meeting?

There are no shareholder proposals being considered at the Meeting.

How do I nominate a candidate for election as a director at the Meeting?

Barrick’s Articles set out advance notice procedures for director nominations, which require advance notice to the Company by any shareholder who intends to nominate any person for election as a director of the Company other than pursuant to (a) a requisition of a general meeting made pursuant to the provisions of the BCBCA, (b) a proposal made pursuant to the provisions of the BCBCA, or (c) a nomination by or at the direction of the Board, including pursuant to a notice of the meeting. Among other things, the Articles fix a deadline by which shareholders must notify the Company of their intention to nominate directors and set out the information that shareholders must provide in the notice for it to be valid. These requirements are intended to provide all shareholders with the opportunity to evaluate and review all proposed nominees and vote in an informed and timely manner regarding said nominees. The Articles are available on our website at www.barrick.com, SEDAR+ at www.sedarplus.ca, and EDGAR at www.sec.gov. As of March 27, 2025, the Company has not received any notice of a shareholder’s intention to nominate directors at the Meeting pursuant to the “Nomination of Directors” provisions of the Articles.

Where can I review financial information relating to the Company?

Our financial information is contained in our comparative audited annual financial statements for the year ended December 31, 2024, and related Management Discussion & Analysis, both of which can be found in our 2024 Annual Report on our website at www.barrick.com, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.

How do I obtain copies of the Company’s disclosure documents?

If you would like to receive our Annual Report by mail next year, you can do so by checking the appropriate box included on your form of proxy or your voting instruction form.

If you have not previously indicated that you would like to receive our 2024 Annual Report by mail and would like to receive a copy, please contact TSX Trust by email at shareholderinquiries@tmx.com. Alternatively, please call TSX Trust toll-free at 1-800-387-0825 from Canada and the United States or collect at 416-682-3860 from other locations.

Barrick will provide to any person, upon request to our Investor Relations Department, a copy of our 2024 Annual Report, our latest Annual Information Form, and this Circular. Our public disclosure documents are also available on our website at www.barrick.com, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.

Business of the Meeting

We are asking our shareholders to vote on the matters below. The Board recommends that you vote FOR all of these resolutions.

Elect ten director nominees
Appoint PwC as our auditor for 2025
Approve our non-binding advisory vote on our approach to executive compensation
Approve a change in our corporate name to “Barrick Mining Corporation” in English and « Société minière Barrick » in French

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 7, 2025. To make sure your Barrick Shares are represented at the Meeting, you may cast your vote virtually through the LUMI meeting platform, or by submitting your proxy or voting instruction form. Click here for more details on how you can vote.

Barrick’s Financial Statements

We will place before the Meeting our consolidated financial statements, including the related auditor’s report, for the year ended December 31, 2024. Our financial statements are included in our 2024 Annual Report. The 2024 Annual Report will be mailed to shareholders who request a copy. Our financial statements are also available on our website at www.barrick.com, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.

Electing Directors

You will be electing a Board of Directors consisting of ten members. Please refer to the section entitled “Directors” of this Circular for biographies and more information on the nominees. Directors elected at the Meeting will serve until the end of our next annual shareholders’ meeting or until their resignation, if earlier.

The Board recommends a vote FOR all the director nominees.

If D. Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the election of the ten nominees named in this Circular. If a proposed nominee is unable to serve as a director or withdraws his or her name, the individuals named in your form of proxy or voting instruction form reserve the right to nominate and vote for another individual in their discretion.

Majority Voting

Barrick has adopted a majority voting policy, as described in its Corporate Governance Guidelines available on our website at www.barrick.com/about/governance. Any nominee proposed for election as a director in an uncontested election who receives a greater number of votes withheld than votes in favor of his or her election must promptly tender his or her resignation to the Chairman, or in the case of the Chairman, to the Lead Director. Any such resignation will take effect on acceptance by the Board. This policy applies only to uncontested elections of directors where the number of nominees is equal to the number of directors to be elected. The Environmental, Social, Governance & Nominating Committee (ESG & Nominating Committee) will expeditiously consider the director’s offer to resign and make a recommendation to the Board on whether it should be accepted, provided that the resignation must be accepted absent exceptional circumstances. The Board will have 90 days to make a final decision and will announce such decision by press release, a copy of which will be provided to the TSX in accordance with Barrick’s standard procedure. The affected director will not participate in any Committee or Board deliberations relating to the tendered resignation.

Appointing the Auditor

The Board recommends a vote FOR the appointment of PwC as Barrick’s auditor.

If D. Mark Bristow, John L. Thornton, or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the appointment of PwC as Barrick’s auditor.

The Board, on the recommendation of the Audit & Risk Committee, recommends that PricewaterhouseCoopers LLP (PwC) be reappointed as auditor and that the Board be authorized to set the auditor’s remuneration. The audit firm appointed at the Meeting will serve until the end of the Company’s next annual shareholders’ meeting.

PwC has been our external auditor since 1983. In keeping with the Company’s commitment to maintain and observe market-leading corporate governance practices and financial reporting standards, Barrick undertook an external audit tender process in February 2023 pursuant to which it received and considered submissions from four leading audit service firms, including PwC. As a result of this process, the Audit & Risk Committee recommended the reappointment of PwC as Barrick’s auditor. The Board accepted the recommendation of the Audit & Risk Committee and approved the reappointment of PwC on November 1, 2023.

PwC is independent within the meaning of the rules of the Public Company Accounting Oversight Board and, as required by the relevant SEC rules, Barrick’s lead audit partner at PwC rotates every five years (including most recently in February 2021). In addition, the Audit & Risk Committee has adopted a Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services (Audit Services Policy) for the pre-approval of services performed by Barrick’s auditor. The objective of the Audit Services Policy is to specify the scope of services permitted to be performed by the Company’s auditor and to ensure that the independence of the Company’s auditor is not compromised through engaging the auditor for other services. All services provided by the Company’s auditor are pre-approved by the Audit & Risk Committee as they arise or through an annual pre-approval of services and related fees. All services performed by Barrick’s auditor comply with the Audit Services Policy and professional standards and securities regulations governing auditor independence. For additional information regarding the mechanisms Barrick has adopted to ensure auditor independence, please see “Procedures for Complaints Regarding Accounting Matters and Auditor Independence Mechanisms” in Schedule A of this Circular.

What were PwC’s fees for 2024 and 2023? ⁽¹⁾

In millions of dollars	2024	2023
Audit fees⁽²⁾	$9.7	$9.9
Audit-related fees⁽³⁾	$0.2	$0.3
Tax compliance and advisory fees⁽⁴⁾	$0.2	$0.4
All other fees	$0.0	$0.0
Total	$10.1	$10.6

The classification of fees is based on applicable Canadian securities laws and U.S. Securities and Exchange Commission (SEC) definitions.
Audit fees include fees for services rendered by the external auditor in relation to the audit and review of Barrick’s financial statements (inclusive of disbursements), the financial statements of its subsidiaries, and in connection with the Company’s statutory and regulatory filings.
In 2023 and 2024, audit-related fees primarily related to a number of projects including compliance with regulatory filing requirements in local markets and translation services.
Tax fees mainly related to tax planning, compliance services and audit support for various jurisdictions.

Say on Pay Advisory Vote

The Board has adopted a non-binding advisory vote relating to executive compensation to solicit feedback on our approach to executive compensation. The Say on Pay advisory vote held in 2024 was supported with the approval of 72.4% of those shareholders present at our 2024 annual meeting and voting virtually via the live webcast or by proxy. Shareholders have the opportunity to vote “For” or “Against” the Company’s approach to executive compensation through the following advisory resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Barrick’s Information Circular relating to the 2025 Annual and Special Meeting of Shareholders.”

Since this vote is advisory, it will not be binding on the Board. The Board remains fully responsible for its compensation decisions and is not relieved of this responsibility by a positive or negative vote. However, the Board and the Compensation Committee will consider the outcome of the vote as part of their ongoing review of executive compensation and shareholder engagement feedback. The Company plans to hold an advisory vote on our approach to executive compensation on an annual basis. See “Why Should Shareholders Approve Our Say on Pay?” for details regarding the ongoing review of Barrick’s executive compensation framework undertaken by the Compensation Committee during 2024.

The Board recommends a vote FOR the approval of the advisory vote on executive compensation.

If D. Mark Bristow, John L. Thornton, or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the approval of the advisory vote on executive compensation.

Name Change

At the Meeting, shareholders will be asked to consider and, if thought advisable, pass a special resolution approving a change in our name from “Barrick Gold Corporation” to “Barrick Mining Corporation” in English and from « Société aurifère Barrick » to « Société minière Barrick » in French (the Name Change Resolution). The full text of the Name Change Resolution is set out in Schedule E of this Circular. The Name Change Resolution requires the affirmative vote of two-thirds of the votes cast by shareholders present at the Meeting or represented by proxy.

Barrick’s vision is to be the world’s most valued gold and copper mining business by finding, developing, and owning the best assets, with the best people, to deliver sustainable returns for our owners and partners. Barrick has six Tier One Gold Mines with more in the making, and the Company’s long-term plans are based on quality orebodies with industry-leading grades that drive improving cost profiles. Alongside this peerless gold portfolio, Barrick is also building a substantial copper business, both to feed the rising demand for this strategic metal and because it enhances the Company’s growth optionality to include copper-gold porphyries. As set out in our 10-year production profile, we expect copper to represent an increasingly meaningful part of our business over the coming decade and beyond.

Accordingly, after careful consideration, the Board has determined that the name “Barrick Mining Corporation” more appropriately reflects Barrick’s full portfolio of mining activity, rather than a business focused predominantly on gold.

If shareholders approve the Name Change Resolution at the Meeting, and subject to the receipt of applicable regulatory approvals (including the approval of the TSX and the NYSE), Barrick intends to apply to update its stock symbols on one or both of the TSX and the NYSE and complete all filings necessary to effect the name change at a time determined by the Board. The specific timing for the effectiveness of the name change and Barrick’s new stock symbol(s) will be announced by the Company following the Meeting.

All certificates evidencing Barrick Shares will remain valid and shareholders will not be required to surrender or exchange their current share certificates in connection with the name change. The name change will not affect any of Barrick’s rights or obligations or the rights of shareholders.

The Board recommends a vote FOR the approval of the Name Change Resolution.

Other Business

Following the conclusion of the formal business to be conducted at the Meeting, we will invite questions and comments from shareholders and proxyholders attending the Meeting.

As of the date of this Circular, management is not aware of any changes to the items listed above and does not expect any other business to be brought forward at the Meeting. If there are changes or new business, your proxyholder can vote your Barrick Shares on these items as he or she sees fit.

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2025 DIGITAL INFORMATION CIRCULAR (Interactive Proxy Statement)

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