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DISCLAIMER

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE.  THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH BARRICK REGARDS AS UNDULY ONEROUS.

You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the offer by Barrick Gold Corporation (Barrick) for Randgold Resources Limited (Randgold) to be implemented by means of a scheme of arrangement under the Companies (Jersey) Law of 1991 (the Merger). The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Merger or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Merger will be set out in the formal Scheme Document.  In deciding whether or not to vote in favour of the Merger, shareholders of Randgold should rely only on the information contained and procedures described in the formal Scheme Document.

Terms used in this notice but not defined in this notice shall have the same meanings given to them in the announcement of the Merger dated 24 September 2018.

Access to the Website

If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Barrick reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Barrick.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside Jersey, Canada, the United Kingdom or the United States who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person (other than your professional advisers). In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Notice to US investors

In accordance with normal UK practice, Barrick or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Randgold shares outside of the United States, other than pursuant to the Merger, until the date on which the Merger becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Notice to Canadian investors

Canadian investors should note that the Merger relates to the securities of a Jersey company whose shares are admitted to trading on the Main Market of the London Stock Exchange. As such, the Merger will principally be subject to disclosure requirements and practices in the United Kingdom (which are different from those applicable in Canada) and is proposed to be implemented under a scheme of arrangement under Jersey company law.  The conduct of the Merger will not be subject to the provisions of Canadian provincial securities laws.

Forward-Looking Information

This area of the website contains “forward-looking information” within the meaning of applicable Canadian securities legislation relating to: (i) the future growth, results of operations, performance, business prospects and opportunities of Barrick and Randgold; (ii) the Merger; (iii) the integration of Randgold’s business with the existing operations of Barrick; (iv) the impact of the Merger on the financial position of Barrick and Randgold; (v) the outlook for Barrick’s and Randgold’s respective businesses and the gold mining industry generally based on information currently available; and (vi) the continuance of Barrick from Ontario to British Columbia (the Continuance). These expectations may not be appropriate for other purposes. Often, but not always, forward-looking information can be identified by the use of words such as “believe”, “expect”, “anticipate”, “target”, “plan”, “objective”, “assume”, “intend”, “project”, “goal”, “continue”, “budget”, “estimate”, “potential”, “may”, “will”, “can”, “could”, “would”, or similar expressions. In particular, but without limitation, this area of the website contains or may contain forward-looking statements pertaining to:

  • expectations regarding whether the Merger will be completed, including whether the conditions to completion of the Merger will be satisfied, and the anticipated timing for completion;
  • the combined company’s future plans, business prospects and performance, growth potential, financial strength, market profile, revenues, working capital, capital expenditures, investment valuations, income, margins, access to capital and overall strategy;
  • expectations regarding the receipt of all necessary regulatory and third party approvals and the expiration of all relevant waiting periods;
  • the anticipated number of Barrick common shares to be issued as consideration for the Merger, the expected total capitalization of Barrick on a consolidated basis following the Merger and the ratio of the Barrick common shares to be held by Barrick shareholders and Randgold shareholders, respectively, following the Merger;
  • the anticipated benefits of the Merger;
  • the re-rating potential of Barrick post-Merger;
  • expectations regarding the value and nature of the consideration payable to Randgold shareholders as a result of the Merger;
  • the anticipated mineral reserves of Barrick following completion of the Merger;
  • the governance and management structure of Barrick following the Merger;
  • the expenses of the Merger;
  • the potential for Strategic Assets to become Tier One Gold Assets;
  • the expectation that the New Barrick Shares will be listed on the Toronto Stock Exchange and the New York Stock Exchange upon completion of the Merger;
  • the intention of Barrick and Randgold to seek the approval of their respective shareholders in connection with the Merger;
  • the expected treatment and costs associated with Randgold’s share incentive plans as a result of the Merger;
  • the expectation that Acacia will not exercise its pre-emption right in connection with the Merger;
  • the expectation that Barrick will be able to make arrangements to ensure that the relationship agreement between Barrick and Acacia does not impair the future growth of Barrick’s African gold operations following the Merger;
  • the expectation that Barrick will retain key Barrick and Randgold employees following the Merger;
  • the expectation that Randgold will cease to be a public company following the Merger and will have its ordinary shares delisted from the London Stock Exchange and its American Depositary Shares (ADSs) delisted from Nasdaq Stock Market following the Merger;
  • the expectation that New Barrick common shares issuable to Randgold ADS holders will be distributed to such holders and that the Randgold ADS program will be terminated at completion; and
  • the relocation of the registered and records office of Barrick as a result of the Continuance.

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 Barrick, as applicable, to be materially different from those anticipated, estimated, or intended. These risks, uncertainties and assumptions include, without limitation:

  • the risk that the conditions to completion of the Merger will not be satisfied;
  • the risk that any relevant shareholder approval of the Merger will not be obtained from the relevant shareholders
  • the risk that any shareholder resolution required for the Continuance will not be approved;
  • the risk that required regulatory and third party approvals necessary to complete the Merger will not be obtained, or that conditions will be imposed in connection with such approvals that will increase the costs associated with the Merger or have other negative implications for Barrick on a consolidated basis following the Merger;
  • the risk that litigation relating to the Merger may be commenced which may prevent, delay or give rise to significant costs or liabilities on the part of Barrick or Randgold;
  • the risk that Acacia will exercise or attempt to exercise its pre-emption right in connection with the Merger;
  • the risk that the relationship agreement between Barrick and Acacia will impair the future growth of Barrick’s African gold operations following the Merger;
  • the risk that Barrick will discover previously undisclosed liabilities of Randgold following completion of the Merger;
  • the risk that Barrick may be required to make a break fee payment to Randgold, under the terms of the Cooperation Agreement in certain circumstances if the Merger is not completed;
  • regulatory risks, including the risk of future changes to mining or tax laws in countries where Barrick or Randgold operate or have development or exploration projects;
  • the risk that the focus of management’s time and attention on the Merger may detract from other aspects of the respective businesses of Barrick and Randgold;
  • the risk that the anticipated benefits and value creation from the Merger will not be realized, or may not be realized in the expected timeframes;
  • the risk that a material decrease in the trading price of the Barrick common shares may occur which could result in a failure of the Merger or could be sustained following completion of the Merger;
  • the risk that there may be competing offers for Barrick or Randgold which arise as a result of or in connection with the Merger;
  • the risk that litigation against Barrick, Randgold or both may be commenced in connection with the Merger and may have a material negative impact on the companies;
  • the risk that Randgold may not be integrated successfully following the Merger;
  • the risk that Barrick may not be able to retain key employees of Barrick or Randgold;
  • risks relating to certain of the jurisdictions in which Barrick or Randgold operates, in respect of which there have been recent changes and/or proposed changes in mining laws and/or tax laws and where governments may seek a greater share of mineral wealth;
  • risks relating to political instability in certain of the jurisdictions in which Randgold operates;
  • risks that any failure by Randgold to comply with applicable laws prior to the Merger could subject Barrick to penalties and other adverse consequences following the Merger;
  • risks relating to Randgold operations near communities that may regard its operations as being detrimental to them;
  • risks relating to disruption of supply routes which may cause delays in construction and mining activities at Randgold’s more remote properties;
  • risks relating to fluctuations in the spot and forward price of gold, copper or certain other commodities (such as silver, diesel fuel, natural gas and electricity), and the availability and increased costs associated with mining inputs and labour;
  • risks related to increased costs, delays, suspensions and technical challenges associated with the construction of capital projects;
  • the risk of operating or technical difficulties in connection with mining or development activities, including geotechnical challenges and disruptions in the maintenance or provision of required infrastructure and information technology systems;
  • risks related to the failure to comply with environmental and health and safety laws and regulations, and the timing of receipt of, or failure to comply with, necessary permits and approvals;
  • risk of loss due to acts of war, terrorism, sabotage and civil disturbances;
  • risks related to litigation and contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure;
  • risks associated with working with partners in jointly controlled assets; and
  • increased costs and physical risks, including extreme weather events and resource shortages, related to climate change.

In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion, copper cathode or gold or copper concentrate losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks).

Forward-looking information contained in this website is given as of the date the relevant information or document is published on this area of the website (or any other date that may be specified in the relevant information or document), and Barrick disclaims any obligation or intention 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.

For additional information relating to Barrick’s risk factors and risk factors relating to the Merger, the failure to complete the Merger and the post-Merger business of Barrick, reference should be made to Barrick’s continuous disclosure materials filed from time to time under its issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and to the particular risk factors, if any, described in the documents included in this area of the website.

Responsibility

In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the chief financial officer and the directors of Barrick (the Barrick Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Barrick Responsible Persons, Barrick or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

The documents included in this area of the website speak only at the date specified in the relevant document and neither Barrick nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Confirmation of Understanding and Acceptance of Disclaimer

  • I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • I represent and warrant to Barrick that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
  • I agree to be bound by the terms of this notice.

 

 

 

A new champion
for long-term
value creation

Investor Day

November 16, 2018

Barrick and Randgold held joint Investor Days in London, New York, and Toronto.

Key Materials
 

Barrick Circular
Barrick Announcements
Randgold Scheme Document and Announcements
Partner Announcements

 

Transaction Documents
Barrick Financial Statements
Barrick By-Laws
Barrick Director Voting and Support Agreements

 

Consents of Experts
Rule 15 Letters
Randgold Director Irrevocable Undertakings
SDG Mutual Strategic Investment

Video

John L. Thornton, Executive Chairman of Barrick, and Mark Bristow, Chief Executive Officer of Randgold, provide an overview of the recommended merger.

[Video Transcript]
[Press Release]

Joint Webcast and Conference Call

Two analyst and investor conference calls to discuss the recommended merger were held on Monday, September 24, 2018.

[Morning Call Transcript]
[Afternoon Call Transcript]
[Presentation Slides]
[Press Release]

Sustainable profitability and superior scale
as compared to Senior Gold Peers1

Lowest total cash cost position $538/oz2

Highest Adjusted EBITDA margin (48%)3

Largest reserve base 78Moz4

Robust annual production 6.5Moz5

A commitment to value creation

Focus on Tier One and Strategic assets

Operational excellence and cost efficiency

A focus on ROIC and free cash flow per share

A disciplined approach to growth

Footnotes

Sources and bases:

For more information on the deal see https://www.barrick.com/files/br/Recommended-All-Share-Merger-of-Barrick-and-Randgold.pdf

  1. Senior Gold Peers: Newmont, Goldcorp, Newcrest and Agnico.
  2. A Tier One Gold Asset is a mine with a stated mine life in excess of 10 years with 2017 production of at least five hundred thousand ounces of gold and 2017 total cash cost per ounce within the bottom half of Wood Mackenzie’s cost curves tools (excluding state-owned and privately owned mines). Three out of New Barrick’s Tier One assets will not be 100% owned. “Total cash cost per ounce” is based on data from Wood Mackenzie as of 31 August 2018.
  3. “Adjusted EBITDA” and “Adjusted EBITDA margin” are non-GAAP measures based on data from Factset as of 21 September 2018. Adjusted EBITDA as per 2017 calendar year. For purposes of comparison, New Barrick’s 2017 Adjusted EBITDA comprises the aggregate Adjusted EBITDA of Barrick and Randgold as per FactSet.
  4. Source: company disclosure. Shown on an attributable basis. Reserve data based on individual companies’ assumptions.
  5. Source: company disclosure. Stated on an attributable combined basis as per calendar year.

Note: No pro forma adjustments are reflected in any of the combined numbers provided above.

The Barrick Responsible Persons, being the Barrick Directors and Catherine Raw, the Executive Vice President and Chief Financial Officer of Barrick, accept responsibility for the information contained herein except to the extent sourced from information provided by Randgold. To the best of the knowledge and belief of the Barrick Responsible Persons (who have taken all reasonable care to ensure that such is the case) the information contained herein for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Randgold Directors accept responsibility for the information contained herein to the extent sourced from information provided by Randgold. To the best of the knowledge and belief of the Randgold Directors (who have taken all reasonable care to ensure that such is the case) the information contained herein for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.