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Barrick Mining Corporation Proxy Solicitation & Information Statement 2021

Apr 1, 2021

42555_rns_2021-04-01_146aac15-85e1-4bb8-b8a1-36d28841d617.pdf

Proxy Solicitation & Information Statement

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Notice of 2021 Annual and Special Meeting

Meeting Information

Date: May 4, 2021 Time: 10:00 a.m., Toronto time Location: https://web.lumiagm.com/492500406

Fellow Shareholders:

You are invited to attend Barrick’s 2021 Annual and Special Meeting of Shareholders (the Meeting ) at which you will be asked to vote:

  • To elect ten director nominees;

  • To appoint PricewaterhouseCoopers LLP as our auditor for 2021;

  • To approve our non-binding advisory vote on our approach to executive compensation; and

  • To approve the Capital Reduction in order to enable the Return of Capital to our shareholders as described in Schedule G of the 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.

Due to the global Covid-19 pandemic, Barrick will be convening and conducting a virtual Meeting as it did last year. Should circumstances in the coming weeks change making an in-person Meeting feasible, Barrick intends to make available a physical meeting location which will allow shareholders to attend and vote at the Meeting in person if they wish to do so. At the virtual Meeting, registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to participate, ask questions, and vote in “real time” at the Meeting through an online portal. Non-registered shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the live webcast. 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.

The decision to conduct a virtual Meeting and make a physical meeting location available if circumstances allow was made with the health and safety of Barrick’s shareholders, employees, and community in mind. As a Company of Owners, Barrick places significant importance on in-person engagement with its shareholders. We will continue to monitor conditions in light of Covid-19 and determine whether it is safe and appropriate to add an in-person component closer to the date of the Meeting. If an in-person Meeting is held, details will be provided by press release. Regardless of whether Barrick is able to convene an in-person Meeting this year, Barrick intends to return to a hybrid meeting format (physical/virtual) which may be attended in person or, in the case of registered shareholders, through an online video portal, as soon as public health officials determine that it is safe to do so.

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 5, 2021. You may vote virtually or by proxy. See page 5 for further instructions on how you can vote.

By Order of the Board of Directors,

Dana W. Stringer Vice-President, Corporate Secretary and Associate General Counsel March 26, 2021

General Information

In this Circular, “you”, “your”, and “shareholder” refer to the common shareholders of Barrick. “We”, “us”, “our”, the “Company”, the “Group”, and “Barrick” refer to Barrick Gold Corporation, unless otherwise indicated. Information in this Circular is as of March 25, 2021, 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 2020 reported by the Bank of Canada was US $1.00 = Cdn $1.34.

Barrick Gold Corporation | 2021 Circular 1