Barrick Randgold Cooperation Agreement

On 8 april, 2021

The Boards of Directors of Barrick Gold Corporation (”Barrick”) and Randgold Resources Limited (”Randgold”) are eager to announce that they have agreed on the terms of a recommended share-for-share merger between Barrick and Randgold (the ”merger”) to create a leading gold company in the sector. The transaction is expected to be completed by a court-sanctioned arrangement by Randgold and Randgold shareholders, pursuant to Section 125 of the Companies Act 1991, with all of the share capital issued and issued by Barrick being acquired by Randgold. Randgold has previously considered acquiring a number of assets, both in and out of Africa, but has not found a stand-alone opportunity to take measures that meet its investment criteria. Randgold also conducted a series of discussions with Barrick on opportunities for strategic cooperation and cooperation on certain assets. Rangold`s Board of Directors is focused on strategic visions and complementary assets and therefore believes that a merger with Barrick would provide an opportunity to create significant long-term shareholder value for Randgold shareholders. Randgold`s Board of Directors believes that investors in the gold industry would benefit from a leading company focused on free cash flow growth, not production volumes. (p) has entered into an agreement, commitment or agreement, or has adopted a resolution or made an offer (which remains open for acceptance) or has proposed or announced an intention regarding any of the transactions, business or events covered by this condition 10. As part of the share exchange agreement, Randgold shareholders will receive 6,128 New Barrick shares. As a result, Barrick shareholders will own approximately 66% of the combined business, while Randgold shareholders will own the other third. When two or more persons, on the basis of a formal or informal agreement, act together to acquire or control a stake in relevant securities of an offering company or a securities supplier, they are considered to be a single person within the meaning of Rule 8.3. This summary should be read and read in combination with the full text of the following notice (including its appendices).

The merger is subject to the conditions and certain other conditions set out in Appendix 1, as well as the full conditions contained in the diagram document. Appendix 2 contains the sources and bases of certain information contained in this summary and in the following notice. Appendix 3 details Barrick`s irrevocable commitments and Barrick`s voting agreements. Appendix 4 contains definitions of certain terms used in this summary and in the following notice. Appendix 5 contains a match between certain indicators of non-gaap financial performance used in this market notice. With the exception of the irrevocable commitments in the sense of item 7 and the strategic investment agreement and the closure commitment under Rule 15 on September 21, 2018 (since this is the late operational date before the date of this announcement), neither Barrick nor any of the directors of Barrick or a member of the Barrick Group, as The Directors of Barrick , also had no person who negotiated with Barrick for the purposes of the merger, who had an interest in randgold shares or securities that had been used or lent or lent in the form of Randgold shares, such a person still had a short position (conditional or absolute and cash or otherwise) , including a short position in the context of a derivative , a sale agreement or a delivery obligation or right, to compel another person to deliver or any bargaining agreement, as defined in Note 11 of the code definition of ”bargaining together” in the code, with respect to Randgold shares or securities that can be converted into Randgold shares.

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