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Barrick Mining Corporation Proxy Solicitation & Information Statement 2026

Apr 8, 2026

42555_rns_2026-04-08_03e1f427-f689-400a-a1a7-6fe563a1cce5.pdf

Proxy Solicitation & Information Statement

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BARRICK

Notice of 2026 Annual Meeting

Meeting Information

Date: May 8, 2026
Time: 10:00 a.m. (Toronto time)
Location: meetings.lumiconnect.com/400-059-668-044

Fellow Shareholders:

You are invited to attend Barrick's 2026 Annual Meeting of Shareholders (the Meeting) at which you will be asked to:

  • Elect nine director nominees;
  • Appoint PricewaterhouseCoopers LLP as our auditor for 2026; and
  • Approve our non-binding advisory vote on our approach to executive compensation.

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.

In order to facilitate engagement with shareholders, Barrick is pleased to host a virtual meeting format for this year's Meeting that shareholders may attend by way of a live webcast regardless of their geographic location. Registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to participate, ask questions, and vote in "real time" through an online portal that may be accessed at meetings.lumiconnect.com/400-059-668-044 by following the instructions set out in the Circular. Non-registered shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the online portal. 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. Please refer to the section of the Circular entitled "Meeting and Voting Information" for additional details.

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 9, 2026. You may vote via the Internet webcast or by proxy. See page 5 for further instructions on how you can vote.

Shareholders may contact Kingsdale Advisors, the Company's strategic advisor, by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at [email protected].

By Order of the Board of Directors,

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Joseph Heckendorn
Senior Vice-President, Corporate Secretary
and Associate General Counsel
March 27, 2026

General Information

In this Circular, "you", "your", and "shareholder" refer to the holders of common shares of Barrick. "We", "us", "our", the "Group", the "Company", and "Barrick" refer to Barrick Mining Corporation, unless otherwise indicated. Information in this Circular is as of March 26, 2026, 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 2025 reported by the Bank of Canada was US $1.00 = Cdn $1.3978.

Barrick Mining Corporation | 2026 Circular