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01|02|2019
Barrick-Randgold Merger Consummated as Trading Starts in New Company’s Shares

Press Release

Barrick executive chairman John L. Thornton (center), and Mark Bristow, president and chief executive officer (center left), open the New York Stock Exchange on January 2, 2019. Photo courtesy of NYSE.

NEW YORK & TORONTO — Trading in the shares of the new company created by the merger of Barrick Gold and Randgold Resources started at the opening of business on the New York and Toronto Stock Exchanges this morning. The ringing of the opening bell at the NYSE was performed by the company’s executive chairman, John Thornton, accompanied by the president and chief executive officer, Mark Bristow.

The new company is still known as Barrick but its trading symbol on the NYSE will change to GOLD, the ticker formerly held by Randgold on NASDAQ. On the TSX, the ticker remains ABX.

The merger has created a sector-leading gold company which owns five of the industry’s Top 10 Tier One gold assets1 (Cortez and Goldstrike in Nevada, USA (100%); Kibali in DRC (45%); Loulo-Gounkoto in Mali (80%); and Pueblo Viejo in Dominican Republic (60%)), and two with the potential to become Tier One gold assets (Goldrush/Fourmile (100%) and Turquoise Ridge (75%), both in the USA). Barrick has the lowest total cash cost2 position among its senior gold peers3, and a diversified asset portfolio positioned for growth in many of the world’s most prolific gold districts.

Following the closing of the merger, Barrick’s board of directors was reconstituted with the following nine directors: John Thornton (executive chairman), Mark Bristow, María Ignacia Benítez, Gustavo Cisneros, Christopher Coleman, Michael Evans, Brian Greenspun, Brett Harvey (lead independent director), and Andrew Quinn.

At the opening of markets today, Barrick had a market capitalization in excess of $23.75 billion, with the largest reserves base among its senior gold peers4.

In a joint letter to stakeholders, John Thornton and Mark Bristow today said that with the best asset base and the strongest management team in the sector, Barrick was well placed to be the world’s most valued gold mining business.

“We will do so by optimizing our existing operations, pursuing new opportunities that meet strict investment criteria, and developing them with disciplined efficiency. In all that we do we will be guided by a long-term strategy and clear implementation plans designed to deliver sustainable returns to our owners, and real benefits to our partners, host countries, and communities,” they said.

 

Enquiries

President and chief executive
Mark Bristow
+1 647 205 7694
+44 788 071 1386

Chief financial officer
Graham Shuttleworth
+44 1534 735 333
+44 779 771 1338

Investor & media relations
Kathy du Plessis
+44 20 7557 7738
Email: barrick@dpapr.com

 

Cautionary Statement on Forward-Looking Information

Certain information contained or incorporated by reference in this press release, including any information as to our strategy, projects, plans, or future financial or operating performance, constitutes “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “anticipate”, “plan”, “assume”, “intend”, “project”, “pursue”, “goal”, “continue”, “budget”, “estimate”, “potential”, “may”, “will”, “can”, “should”, “could”, “would”, and similar expressions identify forward-looking statements. In particular, this press release contains forward-looking statements including, without limitation, with respect to: (i) the potential for Goldrush/Fourmile and Turquoise Ridge to become Tier One Gold Assets; and (ii) the potential for Barrick to become the most valued gold mining business.

Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the company. Forward-looking statements are necessarily based upon a number of estimates and assumptions including material estimates and assumptions related to the factors set forth below that, while considered reasonable by the company as at the date of this press release in light of management’s experience and perception of current conditions and expected developments, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements, and undue reliance should not be placed on such statements and information. Such factors include but are not limited to: risks relating to the Barrick’s credit rating; local and global political and economic conditions; Barrick’s economic model and liquidity risks; fluctuations in the spot and forward price of gold, copper, or certain other commodities (such as silver, diesel fuel, natural gas, and electricity); financial services risk; the risks associated with Barrick’s brand, reputation and trust; environmental risks; safety and technology risks; the ability to realize the anticipated benefits of the merger with Randgold Resources or implementing the business plan for Barrick following the merger, or difficulty in integrating the business of Randgold with Barrick (including the retention of key employees); changes in or enforcement of national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States, the Democratic Republic of Congo, Mali and other jurisdictions in which Barrick now carries on business or in which Barrick may carry on business in the future; lack of certainty with respect to foreign legal systems, corruption and other factors that are inconsistent with the rule of law; legal or regulatory developments and changes; the outcome of any litigation, arbitration or other dispute proceeding; the impact of any acquisitions or similar transactions; competition and market risks; the impact of foreign exchange rates; pricing pressures; the possibility that future exploration results will not be consistent with expectations; risks that exploration data may be incomplete and considerable additional work may be required to complete further evaluation, including but not limited to drilling, engineering and socioeconomic studies and investment; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; and business continuity and crisis management. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this press release are qualified by these cautionary statements. Specific reference is made to the most recent Form 40- F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect Barrick’s ability to achieve the expectations set forth in the forward-looking statements contained in this press release.

The company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

No statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement.

Third Party Data

The total cash costs comparison of Barrick to its senior gold peers is based on data obtained from Wood Mackenzie as of August 31, 2018. Wood Mackenzie is an independent third-party research and consultancy firm that provides data for, among others, the metals and mining industry. Wood Mackenzie is not affiliated with Barrick.

Where figures for Barrick are compared to its senior gold peers, the data from Wood Mackenzie has been used to ensure consistency in the compared measure across the Barrick and the comparator group. Barrick does not have the ability to verify the Wood Mackenzie figures and the non-GAAP financial performance measures used by Wood Mackenzie may not correspond to the non-GAAP financial performance measures calculated by Barrick or any of the other senior gold peers.

Endnotes

  1. A Tier One Gold Asset is a mine with a stated life in excess of 10 years with 2017 production of at least 500,000 ounces of gold and 2017 total cash cost per ounce within the bottom half of Wood Mackenzie’s cost curve tools (excluding state-owned and privately-owned mines). For purposes of determining Tier One Gold Assets, “Total cash cost” per ounce is based on data from Wood Mackenzie as of August 31, 2018. The Wood Mackenzie calculation of “Total cash cost” per ounce may not be identical to the manner in which Barrick calculates comparable measures. “Total cash cost” per ounce is a non-GAAP financial performance measure with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. “Total cash cost” per ounce should not be considered by investors as an alternative to operating profit, net profit attributable to shareholders, or to other IFRS measures. Wood Mackenzie is an independent third-party research and consultancy firm that provides data for, among others, the metals and mining industry. Wood Mackenzie does not have any affiliation to Barrick. See also Endnote #2.
  2. “Lowest total cash cost” is based on data from Wood Mackenzie as of August 31, 2018. “Total cash cost” is a non-GAAP financial performance measure with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Financial comparisons between the post-merger Barrick and its senior gold peers are made on the basis of the data presented by Wood Mackenzie which may not be calculated in the same manner as Barrick calculates comparable measures. Barrick believes that total cash cost is a useful indicator for investors and management of a mining company’s performance as it provides an indication of a company’s profitability and efficiency, the trends in cash costs as the company’s operations mature, and a benchmark of performance to allow for comparison against other companies. This non-GAAP financial measure should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
  3. Senior gold peers means the following companies: Agnico Eagle Mines Limited, Goldcorp Inc., Newcrest Mining Limited, and Newmont Mining Corporation.
  4. “Largest reserves base” is based on data in the publicly filed disclosure of each senior gold peer. In calculating their respective reserves base, senior gold peers may make assumptions different than those made by Barrick.
Categories: Press Releases

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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.

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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.

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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.

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