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Barrick Mining Corporation Proxy Solicitation & Information Statement 2024

Mar 28, 2024

42555_rns_2024-03-28_8b0d4735-ae05-4d10-85da-a560786adb2f.pdf

Proxy Solicitation & Information Statement

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Notice

Notice and Access

Canadian securities regulators have adopted rules which allow Barrick Gold Corporation (“Barrick” or the “Company”) to post its information circular (the “Circular”) for its 2024 annual meeting of shareholders (the “Meeting”) online rather than mailing the Circular to shareholders. Pursuant to these rules, known as “notice and access”, Barrick is permitted, as an alternative to sending the Circular to shareholders, to provide shareholders with a notice containing, among other things, (1) information about how to access the Circular online, (2) directions on how to obtain a paper copy of the Circular and (3) information on how to vote their shares.

This notice (the “Notice”) is being sent to you pursuant to the “notice and access” rules. This Notice provides the information described above as well as a brief description of the items to be voted on at the Meeting. Also enclosed with this Notice is a proxy or voting instruction form that you can use to vote your common shares of Barrick (“Common Shares”). Please see “Voting Your Common Shares” below for more information on voting.

If you would like more information about the “notice and access” rules, please contact TSX Trust Company (“TSX Trust”), the Company’s registrar and transfer agent, toll-free at 1-888-433-6443 (from Canada and the United States) or collect at 416-682-3801.

The Meeting

Barrick will be holding a virtual-only Meeting this year, which will be conducted via live webcast on Tuesday, April 30, 2024, at 10:00 a.m. (Toronto time). The meeting can be accessed at: https://web.lumiagm.com/406457272, password: barrick2024 (case sensitive).

There are four items of business scheduled to be voted on at the Meeting:

  1. Electing directors;

  2. Appointing the auditor and authorizing the directors to set its remuneration;

  3. Considering and, if deemed appropriate, approving an advisory (non-binding) resolution on executive compensation; and

  4. Considering the shareholder proposal set out in Schedule E of the Circular.

For information about the above items, please see the section of the Circular titled “Business of the Meeting”. The proxy voting deadline for the Meeting is 5:00 p.m. (Toronto time) on Friday, April 26, 2024, or the second-last business day before any adjourned or postponed Meeting.

Obtaining an Information Circular

You can find the Circular as well as a link to online voting at www.meetingdocuments.com/TSXT/abx. The Circular may also be accessed online on Barrick’s website at www.barrick.com/investors/agm, on SEDAR+ (“SEDAR+”) at www.sedarplus.ca, and on the U.S. Securities and Exchange Commission’s website (EDGAR) at www.sec.gov.

Shareholders may request a paper copy of the Circular by emailing [email protected] or by calling TSX Trust toll-free at 1-888-433-6443 (from Canada and the United States) or collect at 416-682-3801 from other locations.

Pursuant to the “notice and access” rules, Barrick will provide a paper copy of the Circular to any shareholder free of charge upon request for a period of one year from the date the Circular is filed on SEDAR+ (March 28, 2025). If your request is made before April 30, 2024 (the Meeting date), the Circular will be sent to you within three business days of receipt of your request. If the request is made on or after April 30, 2024, the Circular will be sent to you within 10 calendar days of receiving your request.

If you would like to receive a paper copy of the Circular prior to the proxy voting deadline for the Meeting of 5:00 p.m. (Toronto time) on April 26, 2024 you should take into account the three business day period for processing requests as well as the typical mailing times for letter-post mail suggested by Canada Post (i.e., two to four business days for Canadian addresses, four to six business days for U.S. addresses and four to seven business days for other addresses). If you are a non-registered shareholder, you should also consider your intermediary’s deadline, which is generally one business day before the proxy voting deadline. For example, if you are a shareholder living in the United States and your intermediary’s deadline for receiving completed voting instruction forms is April 25, 2024, you should request a paper copy of the Circular by no later than April 12, 2024 to allow three business days for processing your request and six business days for mailing to your address.

Voting Your Common Shares

You may vote your Common Shares online, by phone, by mail or, for registered shareholders only, by fax. Please refer to the directions on your proxy or voting instruction form for instructions on how to vote using these methods. You may also vote in person via the internet webcast of the Meeting by following the instructions on your proxy or voting instruction form and in the section of the Circular titled “Meeting and Voting Information”. Note that many intermediaries require voting instruction forms to be returned one business day prior to the date on which proxies must be deposited with TSX Trust, which is Friday, April 26, 2024, or the second-last business day before any adjourned or postponed Meeting. To ensure that you have all the necessary information about the matters to be voted on at the Meeting, you should review the Circular before casting your vote.

For further information on voting your Common Shares, including voting via the internet webcast of the Meeting, please see the “Meeting and Voting Information” section of the Circular. If you have any questions about voting your Common Shares, please contact the Company’s proxy solicitor for the Meeting:

Kingsdale Advisors

Toll-free within Canada and the United States: 1-866-851-2571 Call collect or Text: 1-647-251-9704 E-mail: [email protected]