EX-99.1 2 d428754dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Annual Information Form For the year ended December 31, 2022 Dated as of March 17, 2023 Barrick Gold Corporation 161 Bay Street, Suite 3700 Toronto, Canada M5J 2S1


BARRICK GOLD CORPORATION

ANNUAL INFORMATION FORM

TABLE OF CONTENTS

 

GLOSSARY OF TECHNICAL AND BUSINESS TERMS      4  
REPORTING CURRENCY, FINANCIAL AND RESERVE INFORMATION      10  
FORWARD-LOOKING INFORMATION      12  
SCIENTIFIC AND TECHNICAL INFORMATION      14  
GENERAL INFORMATION      15  

Organizational Structure

     15  

Subsidiaries

     15  

Areas of Interest

     18  

General Development of the Business

     18  

History

     18  

Strategy

     18  

Results of Operations in 2022

     23  
NARRATIVE DESCRIPTION OF THE BUSINESS      26  

Production and Guidance

     26  

Reportable Operating Segments

     27  

Nevada Gold Mines (61.5% basis)

     27  

Carlin

     27  

Cortez

     28  

Turquoise Ridge

     28  

Other Mines - Nevada Gold Mines

     29  

Pueblo Viejo (60% basis)

     29  

Loulo-Gounkoto (80% basis)

     30  

Kibali (45% basis)

     30  

Veladero (50% basis)

     30  

North Mara (84% basis)

     31  

Bulyanhulu (84% basis)

     31  

Other Mines (Gold)

     32  

Other Mines (Copper)

     32  

Mineral Reserves and Mineral Resources

     33  

Marketing and Distribution

     47  

Employees and Labor Relations

     48  

Competition

     48  

Sustainability

     48  

Operations in Emerging Markets: Corporate Governance and Internal Controls

     59  

 

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Board and Management Experience and Oversight

     59  

Local Presence

     61  

Internal Controls and Cash Management Practices

     61  
MATERIAL PROPERTIES      62  

Cortez Property

     62  

Carlin Complex

     68  

Turquoise Ridge Complex

     77  

Pueblo Viejo Mine

     84  

Kibali Mine

     92  

Loulo-Gounkoto Mine Complex

     100  
EXPLORATION AND GROWTH PROJECTS      107  
LEGAL MATTERS      123  

Government Controls and Regulations

     123  

Legal Proceedings

     130  
RISK FACTORS      146  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS      169  
CONSOLIDATED FINANCIAL STATEMENTS      169  
CAPITAL STRUCTURE      169  
RATINGS      170  
MARKET FOR SECURITIES      171  
MATERIAL CONTRACTS      172  
TRANSFER AGENTS AND REGISTRARS      174  
DIVIDEND POLICY      174  
RETURN OF CAPITAL      175  
SHARE BUYBACK PROGRAM      175  
DIRECTORS AND OFFICERS OF THE COMPANY      176  
AUDIT & RISK COMMITTEE      183  

 

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Audit & Risk Committee Mandate

     183  

Composition of the Audit & Risk Committee

     183  

Relevant Education and Experience

     184  

Participation on Other Audit Committees

     186  

Audit & Risk Committee Pre-Approval Policies and Procedures

     186  

External Auditor Service Fees

     186  
INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES      187  
NON-GAAP FINANCIAL MEASURES      188  
INTERESTS OF EXPERTS      217  
ADDITIONAL INFORMATION      217  
SCHEDULE “A” AUDIT & RISK COMMITTEE MANDATE      A-1  

 

 

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GLOSSARY OF TECHNICAL AND BUSINESS TERMS

Assay

A chemical analysis to determine the amount or proportion of the element of interest contained within a sample, typically base metals or precious metals.

Autoclave

Oxidation process in which high temperatures and oxygen are applied within a highly pressurized closed vessel to convert refractory sulfide mineralization into amenable oxide ore.

By-product

A payable secondary metal or mineral product that is recovered along with the primary metal or mineral product during the concentration process.

Carbonaceous

Naturally occurring carbon present in the ore from the decay of organic material which can result in an inadvertent loss of precious metals during the cyanidation process.

Carbon-in-leach (CIL)

A recovery process in which precious metals are dissolved from finely ground ore during cyanidation and simultaneously adsorbed on relatively coarse activated carbon (burnt coconut shell) granules. The loaded carbon particles are separated from the slurry and recycled in the process following precious metal removal and reactivation through chemical and thermal means.

Class 1 - High Significance Environmental Incident

An incident that causes significant negative impacts on human health or the environment, or an incident that extends onto publicly accessible land and has the potential to cause significant adverse impact to surrounding communities, livestock or wildlife.

Class 2 - Medium Significance Environmental Incident

An incident that has the potential to cause negative impact on human health or the environment but is reasonably anticipated to result in only localized and short-term environmental or community impact requiring minor remediation.

Concentrate

A product from a mineral processing facility, such as gravity separation or flotation, in which the valuable constituents have been concentrated and upgraded and unwanted gangue materials rejected as waste.

Contained ounces

A measure of in-situ or contained metal based on an estimate of tonnage and grade.

Crushing

A unit operation that reduces the size of material delivered as run of mine ore for further processing.

Cut-off grade

A calculated minimum metal grade at which material can be mined and processed at break-even cost.

Development

Work carried out for the purpose of preparing a mineral deposit for production. In an underground mine, development includes shaft sinking, crosscutting, drifting and raising. In an open pit mine, development includes the removal of overburden and/or waste rock.

 

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Dilution

The effect of waste or low-grade ore which is unavoidably included in the mined ore, lowering the recovered grade.

Doré

Composite gold and silver bullion usually consisting of approximately 90% precious metals that will be further refined to separate pure metals.

Drift

A horizontal tunnel generally driven within or alongside an orebody and aligned parallel to the long dimension of the ore.

Drift-and-fill

A method of underground mining used for flat-lying mineralization or where ground conditions are less competent.

Drilling

Core: a drilling method that uses a rotating barrel and an annular-shaped, diamond-impregnated rock-cutting bit to produce cylindrical rock cores and lift such cores to the surface, where they may be collected, examined and assayed.

Reverse circulation: a drilling method that uses a rotating cutting bit within a double-walled drill pipe and produces rock chips rather than core. Air or water is circulated down to the bit between the inner and outer wall of the drill pipe. The chips are forced to the surface through the center of the drill pipe and are collected, examined and assayed.

Conventional rotary: a drilling method that produces rock chips similar to reverse circulation except that the sample is collected using a single-walled drill pipe. Air or water circulates down through the center of the drill pipe and returns chips to the surface around the outside of the pipe.

In-fill: the completion of additional drillholes between existing drillholes, used to provide greater geological confidence and to provide more closely-spaced assay data.

Exploration

Prospecting, sampling, mapping, drilling and other work involved in locating the presence of economic deposits and establishing their nature, shape and grade.

Flotation

A process that concentrates minerals by taking advantage of specific surface properties and applying chemicals such as collectors, depressants, modifiers and frothers in the presence of water and finely dispersed air bubbles.

Grade

The concentration of an element of interest expressed as relative mass units (percentage, parts per million, ounces per ton, grams per tonne, etc.).

Grinding (Milling)

Involves the size reduction of material fed to a process plant though abrasion or attrition to liberate valuable minerals for further metallurgical processing.

Heap leaching

A process whereby precious or base metals are extracted from stacked material placed on top of an impermeable plastic liner and after applying leach solutions that dissolve and transport valuable metals for recovery in the process plant.

 

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Lode

A mineral deposit, consisting of a zone of veins, veinlets or disseminations, in consolidated rock as opposed to a placer deposit.

Long-hole open stoping

A method of underground mining involving the drilling of holes up to 30 meters or longer into an ore bearing zone and then blasting a slice of rock which falls into an open space. The broken rock is extracted and the resulting open chamber may or may not be back filled with supporting material.

Lost Time Injury Frequency Rate (“LTIFR”)

LTIFR is a ratio calculated as follows: number of lost time injuries x 1,000,000 hours divided by the total number of hours worked.

Ma

Mega-annums (each mega-annum, equals one million years).

Metric conversion

 

Troy ounces

  

×  

  

31.10348            

  

=    

  

Grams

Troy ounces per short ton

  

×

  

34.28600

  

=

  

Grams per tonne

Pounds

  

×

  

0.00045

  

=

  

Tonnes

Tons

  

×

  

0.90718

  

=

  

Tonnes

Feet

  

×

  

0.30480

  

=

  

Meters

Miles

  

×

  

1.60930

  

=

  

Kilometers

Acres

  

×

  

0.40468

  

=

  

Hectares

Fahrenheit

  

(°F-32) × 5 ÷ 9

  

=

  

Celsius

Mill

A facility where ore is finely ground and thereafter undergoes physical or chemical treatment to extract the valuable metals.

Mineral reserve (Reserve)

The economically mineable portion of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral reserves are sub-divided in order of increasing confidence into probable mineral reserves and proven mineral reserves.

Probable mineral reserve: the economically mineable portion of an indicated and, in some circumstances, a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

Proven mineral reserve: the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

Mineral resource (Resource)

A concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the earth’s

 

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crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories.

Inferred mineral resource: that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence, limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

Indicated mineral resource: that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

Measured mineral resource: that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well-established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

Mineralization

The presence of a target mineral in a mass of host rock.

Mining claim

A footprint of land that a party has staked or marked out in accordance with applicable mining laws to acquire the right to explore for and, in most instances, exploit the minerals under the surface.

Net profits interest royalty

A royalty based on the profit remaining after recapture of certain operating, capital and other costs.

Net smelter return royalty

A royalty based on a percentage of valuable minerals produced with settlement made either in kind or in currency based on the sale proceeds received less all of the offsite smelting, refining and transportation costs associated with the purification of the economic metals.

Open pit mine

A mine where materials are removed in an excavation from surface.

Ore

Material containing metallic or non-metallic minerals that can be mined and processed at a profit.

Orebody

A sufficiently large amount of ore that is contiguous and can be mined economically.

 

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Oxide ore

Mineralized rock in which some of the host rock or original mineralization has been exposed to oxygen and mineralization is thus more amenable to extraction.

Qualified Person

See “Scientific and Technical Information”.

Reclamation

The process by which lands disturbed as a result of mining activity are modified to support beneficial land use. Reclamation activity may include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings storage facilities, leach pads and other mine features, and contouring, covering and re-vegetation of waste rock and other disturbed areas.

Reclamation and closure costs

The cost of reclamation plus other costs, including without limitation certain personnel costs, insurance, property holding costs such as taxes, rental and claim fees, and community programs associated with closing an operating mine.

Recovery rate

A term used in process metallurgy to indicate the proportion of valuable material physically recovered in the processing of ore. It is generally stated as a percentage of the material recovered compared to the total material originally present.

Refining

The final stage of metal production in which impurities are removed from a molten metal.

Refractory material

Mineralized material from which metal is not amenable to recovery by conventional cyanide methods without any pre-treatment. The refractory nature can be due to either silica or sulfide encapsulation of the metal or the presence of naturally occurring carbon or other constituents that reduce gold recovery.

Roasting

The treatment of sulfide ore by heat and air, or oxygen enriched air, in order to oxidize sulfides and remove other elements (carbon, antimony or arsenic).

Shaft

A vertical passageway to an underground mine for ventilation, moving personnel, equipment, supplies and material including ore and waste rock.

Sill Benching

A bulk mining method similar to stoping where a bench is blasted from the floor of an existing drift, but material may be removed from an internal ramp through the bench rather than from a dedicated level.

Strategic Asset

An asset which, in the opinion of Barrick, has the potential to deliver significant unrealized value in the future.

Tailings

The material that remains after economically and technically recoverable metals have been removed from ore during processing.

Tailings storage facility

An area constructed for long term storage of material that remains after processing.

 

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Tier One Copper Asset

An asset with a reserve potential of greater than five million tonnes of contained copper and C1 cash costs per pound over the mine life that are in the lower half of the industry cost curve.

Tier One Gold Asset

An asset with a reserve potential to deliver a minimum 10-year life, annual production of at least 500,000 ounces of gold and total cash costs per ounce over the mine life that are in the lower half of the industry cost curve.

Tier Two Gold Asset

An asset with a reserve potential to deliver a minimum 10-year life, annual production of at least 250,000 ounces of gold and total cash costs per ounce over the mine life that are in the lower half of the industry cost curve.

Tons

Short tons (2,000 pounds or approximately 907 kilograms).

Tonnes

Metric tonnes (1,000 kilograms or approximately 2,205 pounds).

Total Recordable Injury Frequency Rate (“TRIFR”)

TRIFR is a ratio calculated as follows: number of reportable injuries x 1,000,000 hours divided by the total number of hours worked. Reportable injuries include fatalities, lost time injuries, restricted duty injuries, and medically treated injuries.

Underhand drift-and-fill

A drift-and-fill method of underground mining that works downward, with cemented fill placed above the working area; best suited where ground conditions are less competent.

 

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REPORTING CURRENCY, FINANCIAL AND RESERVE INFORMATION

All currency amounts in this Annual Information Form are expressed in United States dollars, unless otherwise indicated. References to “C$” are to Canadian dollars. References to “A$” are to Australian dollars. References to “CLP” are to Chilean pesos. References to “ARS” are to Argentine pesos. References to “XOF” are to West African CFA francs. For Canadian dollars to U.S. dollars, the average exchange rate for 2022 and the exchange rate as at December 31, 2022 were one Canadian dollar per 0.77 and 0.74 U.S. dollars, respectively. For Australian dollars to U.S. dollars, the average exchange rate for 2022 and the exchange rate as at December 31, 2022 were one Australian dollar per 0.69 and 0.68 U.S. dollars, respectively. For Chilean pesos to U.S. dollars, the average exchange rate for 2022 and the exchange rate as at December 31, 2022 were one U.S. dollar per 874 and 848 Chilean pesos, respectively. For Argentine pesos to U.S. dollars, the average exchange rate for 2022 and the exchange rate as at December 31, 2022 were one U.S. dollar per 130.83 and 176.74 Argentine pesos, respectively. For West African CFA francs to U.S. dollars, the average exchange rate for 2022 and the exchange rate as at December 31, 2022 were one U.S. dollar per 624 and 613 West African CFA francs, respectively.

For the year ended December 31, 2022 and for the comparative prior periods identified in this Annual Information Form, Barrick Gold Corporation (“Barrick” or the “Company”) prepared its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The audited consolidated financial statements of the Company for the year ended December 31, 2022 (the “Consolidated Financial Statements”) are available electronically from the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and from the U.S. Securities and Exchange Commission’s (the “SEC”) Electronic Document Gathering and Retrieval System (“EDGAR”) at www.sec.gov.

Mineral reserves and mineral resources presented in this Annual Information Form have been estimated as at December 31, 2022 (unless otherwise noted) in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“National Instrument 43-101”), as required by Canadian securities regulatory authorities. Barrick’s resources are reported on an inclusive basis and include all areas that form reserves. For United States reporting purposes, the SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (see Note 1 of “Notes to the Barrick Mineral Reserves and Resources Tables” in “Narrative Description of the Business – Mineral Reserves and Mineral Resources”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”), with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7 (“Guide 7”), which was rescinded from and after the required compliance date of the SEC Modernization Rules. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured”, “indicated” and “inferred” mineral resources. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) definitions, as required by National Instrument 43-101. Under the multi-jurisdictional disclosure system (“MJDS”), Barrick is permitted to use its Canadian disclosures, including its reserve and resource disclosures pursuant to National Instrument 43-101, to satisfy certain United States periodic reporting obligations. As a result, Barrick does not report its reserves and resources under the SEC Modernization Rules, and as such, Barrick’s mineral reserve and mineral resource disclosure may not be directly comparable to the disclosures made by domestic United States issuers or non-domestic United States issuers that do not rely on MJDS.

Investors are also cautioned that while National Instrument 43-101 and subpart 1300 of SEC Regulation S-K recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, investors should not assume that any part or all of the mineral deposits in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. These terms have a great amount of uncertainty as to their economic and legal feasibility. Accordingly,

 

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investors are cautioned not to assume that any “measured mineral resources”, “indicated mineral resources”, or “inferred mineral resources” of Barrick are or will be economically or legally mineable. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under National Instrument 43-101.

Barrick uses certain non-GAAP financial performance measures in its financial reports, including total cash costs per ounce, all-in sustaining costs per ounce, all-in costs per ounce, C1 cash costs per pound and all-in sustaining costs per pound. For a description and reconciliation of each of these measures, please see pages 71 to 89 of Barrick’s Management’s Discussion and Analysis of Financial and Operating Results for the year ended December 31, 2022 (the “MD&A”), available electronically from SEDAR and EDGAR. See also “Non-GAAP Financial Measures” at pages 188 to 216 for a detailed discussion of each of the non-GAAP measures used in this Annual Information Form.

 

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FORWARD-LOOKING INFORMATION

Certain information contained in this Annual Information Form, including any information as to Barrick’s 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”, “contemplate”, “vision”, “target”, “plan”, “opportunities”, “objective”, “pursuit”, “assume”, “goal”, “aim”, “intend”, “intention”, “project”, “continue”, “budget”, “estimate”, “potential”, “strategy”, “prospective”, “following”, “future”, “aim”, “target”, “commitment”, “guidance”, “outlook”, “forecast”, “may”, “will”, “can”, “could”, “should”, “schedule”, “would” and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions related to the factors set forth below that, while considered reasonable by Barrick as at the date of this Annual Information Form in light of management’s experience and perception of current conditions and expected developments, are inherently subject to significant business, economic and competitive 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:

 

   

fluctuations in the spot and forward price of gold, copper or certain other commodities (such as silver, diesel fuel, natural gas and electricity);

 

   

risks associated with projects in the early stages of evaluation and for which additional engineering and other analysis is required;

 

   

risks related to the possibility that future exploration results will not be consistent with the Company’s expectations, that quantities or grades of reserves will be diminished, and that resources may not be converted to reserves;

 

   

risks associated with the fact that certain of the initiatives described in this Annual Information Form are still in the early stages and may not materialize;

 

   

changes in mineral production performance, exploitation and exploration successes;

 

   

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;

 

   

the speculative nature of mineral exploration and development;

 

   

lack of certainty with respect to foreign legal systems, corruption and other factors that are inconsistent with the rule of law;

 

   

changes in national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies, and practices, including the potential impact of proposed changes to Chilean law on the status of value-added tax (“VAT”) refunds received in Chile in connection with the development of the Pascua-Lama project;

 

   

expropriation or nationalization of property and political or economic developments in Canada, the United States, Argentina, Chile, Côte d’Ivoire, the Dominican Republic, the Democratic Republic of the Congo (the “DRC”), Mali, Pakistan, Papua New Guinea, Peru, Saudi Arabia, Tanzania, or Zambia or other countries in which Barrick does or may carry on business in the future;

 

   

risks relating to political instability in certain of the jurisdictions in which Barrick operates;

 

   

timing of receipt of, or failure to comply with, necessary permits and approvals, including the issuance of a Record of Decision (“ROD”) for the Goldrush Project, the issuance of a new Special Mining Lease (the “SML”) for the Porgera mine, the approval of the final location of the additional tailings storage facilities for Pueblo Viejo in the Dominican Republic, and permitting activities required to optimize Long Canyon’s life of mine;

 

   

non-renewal of key licences by governmental authorities;

 

   

failure to comply with environmental and health and safety laws and regulations;

 

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increased costs and physical risks, including extreme weather events and resource shortage, related to climate change;

 

   

the Company’s ability to achieve its climate-related goals and greenhouse gas (“GHG”) emissions reduction targets;

 

   

contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure;

 

   

the liability associated with risks and hazards in the mining industry, and the ability to maintain insurance to cover such losses;

 

   

damage to Barrick’s reputation due to the actual or perceived occurrence of any number of events, including negative publicity with respect to Barrick’s handling of environmental matters or dealings with community groups, whether true or not;

 

   

risks relating to operations near communities that may regard Barrick’s operations as being detrimental to them;

 

   

litigation and legal and administrative proceedings;

 

   

operating or technical difficulties in connection with mining or development activities, including geotechnical challenges, tailings dam and storage facilities failures, and disruptions in the maintenance or provision of required infrastructure and information technology systems;

 

   

increased costs, delays, suspensions and technical challenges associated with the construction of capital projects;

 

   

risks associated with working with partners in jointly controlled assets;

 

   

risks relating to disruption of supply routes which may cause delays in construction and mining activities, including disruptions in the supply of key mining inputs due to the invasion of Ukraine by Russia;

 

   

risk of loss due to acts of war, terrorism, sabotage and civil disturbances;

 

   

risks associated with artisanal and illegal mining;

 

   

risks associated with Barrick infrastructure, information technology systems and the implementation of Barrick’s technological initiatives;

 

   

the impact of global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows;

 

   

the impact of inflation, including global inflationary pressures driven by supply chain disruptions caused by the ongoing Covid-19 pandemic and global energy cost increases following the invasion of Ukraine by Russia;

 

   

adverse changes in the Company’s credit ratings;

 

   

risks related to exchange and capital controls;

 

   

fluctuations in the currency markets (such as Canadian and Australian dollars, Chilean, Argentine and Dominican pesos, British pound, Peruvian sol, Zambian kwacha, South African rand, Tanzanian shilling, West African CFA, Congolese franc, Papua New Guinean kina, Pakistani rupee and Egyptian pound versus the U.S. dollar);

 

   

changes in U.S. dollar interest rates that could impact the mark-to-market value of outstanding derivative instruments and variable rate debt obligations;

 

   

risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market risk);

 

   

risks related to the demands placed on the Company’s management, the ability of management to implement its business strategy and enhanced political risk in certain jurisdictions;

 

   

uncertainty as to whether some or targeted investments and projects will meet the Company’s capital allocation objectives and internal hurdle rate;

 

   

whether benefits expected from recent transactions are realized;

 

   

business opportunities that may be presented to, or pursued by, the Company;

 

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the Company’s ability to successfully integrate acquisitions or complete divestitures;

 

   

risks related to competition in the mining industry;

 

   

employee relations, including loss of key employees;

 

   

availability and increased costs associated with mining inputs and labor;

 

   

risks associated with diseases, epidemics and pandemics, including the effects and potential effects of the global Covid-19 pandemic;

 

   

risks related to the failure of internal controls; and

 

   

risks related to the impairment of the Company’s goodwill and assets.

The Company also cautions that its 2023 guidance may be impacted by the ongoing business and social disruption caused by the spread of Covid-19. 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). Many of these uncertainties and contingencies can affect the Company’s 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, the Company. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this Annual Information Form are qualified by these cautionary statements. Specific reference is made to “Narrative Description of the Business – Mineral Reserves and Mineral Resources” and “Risk Factors” and to the MD&A (which is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov as an exhibit to Barrick’s Form 40-F) for a 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 Annual Information Form.

The Company may, from time to time, make oral forward-looking statements. The Company advises that the above paragraph and the risk factors described in this Annual Information Form and in the Company’s other documents filed with the Canadian securities regulatory authorities and the SEC should be read for a description of certain factors that could cause the actual results of the Company to materially differ from those in the oral forward-looking statements. The Company disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

SCIENTIFIC AND TECHNICAL INFORMATION

Unless otherwise indicated, scientific or technical information in this Annual Information Form relating to mineral reserves or mineral resources is based on information prepared by employees of Barrick, its joint venture partners or its joint venture operating companies, as applicable, in each case under the supervision of, or following review by: Craig Fiddes, SME-RM, Lead, Resource Modeling, Nevada Gold Mines; Chad Yuhasz, P.Geo, Mineral Resource Manager, Latin America & Asia Pacific; Richard Peattie, MPhil, FAusIMM, Mineral Resources Manager: Africa and Middle East; Simon Bottoms, CGeol, MGeol, FGS, FAusIMM, Mineral Resource Management and Evaluation Executive; John Steele, CIM, Metallurgy, Engineering and Capital Projects Executive; and Rob Krcmarov, FAusIMM, Technical Advisor to Barrick.

Scientific or technical information in this Annual Information Form relating to the geology of particular properties and exploration programs is based on information prepared by employees of Barrick, its joint venture partners or its joint venture operating companies, as applicable, in each case under the supervision of Rob Krcmarov, FAusIMM, Technical Advisor to Barrick.

Each of Messrs. Fiddes, Yuhasz, Peattie, Bottoms, Steele and Krcmarov is a “Qualified Person” as defined in National Instrument 43-101. A “Qualified Person” is an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation

 

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or mineral project assessment, or any combination of these, has experience relevant to the subject matter of the mineral project, and is a member in good standing of a professional association.

Each of Messrs. Fiddes, Yuhasz, Peattie, Bottoms, and Steele is an officer or employee of Barrick and/or an officer, director or employee of one or more of its associates or affiliates. No such person has received or will receive a direct or indirect interest in any property of Barrick or any of its associates or affiliates. As of the date hereof, each such person owns beneficially, directly or indirectly, less than 1% of any outstanding class of securities of Barrick and less than 1% of any outstanding class of securities of Barrick’s associates or affiliates.

GENERAL INFORMATION

Organizational Structure

Barrick is a company governed by the Business Corporations Act (British Columbia) (“BCBCA”). Barrick resulted from the amalgamation, effective July 14, 1984, of Camflo Mines Limited, Bob-Clare Investments Limited and the former Barrick Resources Corporation pursuant to the Business Corporations Act (Ontario) (the “OBCA”). By articles of amendment effective December 9, 1985, the Company changed its name to American Barrick Resources Corporation. Effective January 1, 1995, as a result of an amalgamation with a wholly-owned subsidiary, the Company changed its name from American Barrick Resources Corporation to Barrick Gold Corporation. On December 7, 2001, in connection with its acquisition of Homestake Mining Company, the Company amended its articles to create a special voting share designed to permit holders of Barrick Gold Inc. (formerly Homestake Canada Inc.) (“BGI”) exchangeable shares to vote as a single class with the holders of Barrick common shares. In March 2009, in connection with Barrick’s redemption of all of the outstanding BGI exchangeable shares, the single outstanding special voting share was redeemed and cancelled. In connection with its acquisition of Placer Dome Inc. (“Placer Dome”), Barrick amalgamated with Placer Dome pursuant to articles of amalgamation dated May 9, 2006. In connection with the acquisition of Arizona Star Resource Corp. (“Arizona Star”), Barrick amalgamated with Arizona Star pursuant to articles of amalgamation dated January 1, 2009. On November 27, 2018, pursuant to a continuation application, Barrick continued from the Province of Ontario under the OBCA into the Province of British Columbia under the BCBCA. The notice of articles and articles of Barrick under the BCBCA are substantially similar to Barrick’s previous articles and by-laws. Key changes include a bifurcated approach to amendments to the articles where a special resolution is required for certain matters and an ordinary resolution is required for other matters; authorizing only one class of an unlimited number of common shares (preferred share classes are no longer authorized); and a reduction of the notice period to hold shareholder meetings following the fixing of record dates. Barrick’s registered office is located at 1600 - 925 West Georgia Street, Vancouver, British Columbia V6C 3L2. Barrick’s head office is located at Brookfield Place, TD Canada Trust Tower, 161 Bay Street, Suite 3700, Toronto, Ontario M5J 2S1.

Barrick’s business is organized into operating segments for financial reporting purposes, comprising eighteen individual minesites. For the year ended December 31, 2022, Barrick’s reportable operating segments were Carlin, Cortez, Turquoise Ridge, Pueblo Viejo, Loulo-Gounkoto, Kibali, Veladero, North Mara and Bulyanhulu. For financial reporting purposes, the Company’s remaining operating segments that are not reportable operating segments are grouped into an “other” category and are not reported on individually. Barrick’s material properties presented in this Annual Information Form are: Cortez, Carlin, Turquoise Ridge, Pueblo Viejo, Kibali and Loulo-Gounkoto. See “Narrative Description of the Business – Reportable Operating Segments”.

Subsidiaries

A significant portion of Barrick’s business is carried on through its subsidiaries. A chart showing Barrick’s mines, projects, related operating subsidiaries, other significant subsidiaries and certain associated subsidiaries as at March 13, 2023 and their respective locations or jurisdictions of

 

- 15 -


incorporation, as applicable, is set out below. All subsidiaries, mines and projects referred to in the chart are 100% owned, unless otherwise noted.

 

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LOGO

 

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Areas of Interest

A map showing Barrick’s mining operations and projects as at March 13, 2023 is set out at the end of this “General Information” section.

General Development of the Business

History

Barrick entered the gold mining business in 1983 and is a leading international gold company. The Company has interests in operating mines or projects in Canada, the United States, Argentina, Chile, Côte d’Ivoire, the Dominican Republic, the DRC, Mali, Pakistan, Papua New Guinea, Saudi Arabia, Tanzania and Zambia. The Company’s principal products and sources of earnings are gold and copper.

During its first ten years, Barrick focused on acquiring and developing properties in North America, notably the Company’s Goldstrike property on the Carlin Trend in Nevada, which was contributed to Nevada Gold Mines on July 1, 2019, as part of the joint venture transaction with Newmont Corporation (“Newmont”).

Since 1994, Barrick has also strategically expanded beyond its North American base, including through its merger with Randgold Resources Limited (“Randgold”) on January 1, 2019 (the “Merger”). Pursuant to the Merger, Barrick acquired 100% of the issued and outstanding shares of Randgold, which was a publicly traded mining company with ownership interests in four mines in Africa. Barrick now operates on four continents.

Strategy

Barrick’s vision is to be the world’s most valued gold and copper mining business by finding, developing and owning the best assets, with the best people, to deliver sustainable returns for Barrick’s owners and partners. The Company’s strategy is to operate as business owners by attracting and developing world-class people who understand and are involved in the value chain of the business, act with integrity and are tireless in their pursuit of excellence. Barrick is focused on returns to its stakeholders by optimizing free cash flow, managing risk to create long-term value for the Company’s shareholders and partnering with host governments and communities to transform their country’s natural resources into sustainable benefits and mutual prosperity. The Company aims to achieve this through continuously improving asset quality, pursuing operational excellence and maintaining a focus on sustainable profitability.

Asset Quality

Barrick aims to grow its portfolio through investments in Tier One Gold Assets, Tier Two Gold Assets, Tier One Copper Assets and Strategic Assets, with an emphasis on organic growth. The Company is focusing its efforts on identifying, investing in and developing assets that meet Barrick’s investment criteria. The required internal rate of return (“IRR”) for Tier One Gold Assets and Tier Two Gold Assets is 15% and 20%, respectively, based on Barrick’s long-term gold price assumption. The required IRR for Tier One Copper Assets is 15% based on Barrick’s long-term copper price assumption. All projects are evaluated against Barrick’s investment filters, which incorporate a broad range of financial, environmental, safety, partnership and social license to operate criteria. In addition, all major projects undergo a peer review process culminating in review by the Executive Committee to confirm that the project is broadly supported across the organization, with identified gaps substantially addressed, and that there is appropriate confidence for a development decision.

 

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Near-term portfolio priorities include advancing projects at Nevada Gold Mines (Goldrush and Turquoise Ridge), Fourmile, Pueblo Viejo, Jabal Sayid, and Lumwana, as well as Reko Diq following the reconstitution of the project in 2022.

Barrick also aims to achieve returns to its stakeholders by maximizing the long-term value of the Company’s strategic copper business, which currently consists of the Lumwana mine and the Jabal Sayid and Zaldívar joint ventures, and the Reko Diq project.

Barrick’s exploration programs strike a balance between high-quality brownfield projects, greenfield exploration and emerging discoveries that have the potential to pass Barrick’s investment filters. In line with Barrick’s focus on growing its exploration portfolio, the Company is expanding its extensive land position in many of the world’s most prolific gold districts and expanding into new frontiers, exploring for and growing Barrick’s strategic copper business.

The Company’s brownfields exploration focus has delivered significant value in 2022, driven by strong results from exploration at Nevada Gold Mines (North Leeville, Turf, Robertson, Cortez Hills underground and Turquoise Ridge), Fourmile, Hemlo, Pueblo Viejo, the Morro Escondido target near Veladero and around the Loulo-Gounkoto complex. Barrick has also identified exploration upside potential around Tongon, Kibali, North Mara, Jabal Sayid and Lumwana. At the same time, Barrick is continually evaluating prospective third party projects with the potential to become profitable mines under Barrick’s stewardship.

Barrick’s portfolio also contains a number of undeveloped greenfield gold and copper deposits, providing further optionality and leverage to gold and copper prices. These include Donlin Gold, Norte Abierto and Pascua-Lama.

For additional information regarding Barrick’s growth projects, exploration programs and new discoveries, see “Material Properties – Cortez Property”, “Material Properties - Carlin Complex”; “Material Properties – Turquoise Ridge Complex”, “Material Properties – Pueblo Viejo Mine”; “Material Properties – Kibali Mine”; “Material Properties – Loulo-Gounkoto Mine Complex” and “Exploration and Growth Projects”.

In addition, the Company is also focused on portfolio optimization, which includes selling non-core assets over time in a disciplined manner. In 2019, the Company initiated a $1.5 billion portfolio rationalization program for non-core assets, which resulted in the sale of Barrick’s 50% interest in non-operated Kalgoorlie Consolidated Gold Mines (“Kalgoorlie”). In 2020, the Company sold its and its minority partner’s combined 90% interest in the Massawa project (“Massawa”), as well as its interest in the Eskay Creek project. Barrick also completed the sale of its interest in the Bullfrog Gold project, and the sale of Barrick’s and AngloGold Ashanti Limited’s combined 80% interest in the Morila gold mine. In 2021, the Company sold its 100% interest in the Lagunas Norte gold mine in Peru to Boroo Pte Ltd. (“Boroo”) and, through an asset exchange agreement with i-80 Gold Corp. (“i-80 Gold”), Nevada Gold Mines acquired the 40% interest in South Arturo that Nevada Gold Mines did not already own in exchange for the Lone Tree and Buffalo Mountain properties and infrastructure which were in care and maintenance at the time. In 2022, the Company and Nevada Gold Mines each sold their respective portfolios of non-core royalties. These transactions, among various other monetization initiatives, have collectively generated gross proceeds and value in excess of $1.5 billion, and have reinforced Barrick’s strategy of maintaining a concentrated Tier One Gold Asset portfolio. For additional information regarding these transactions, see “Operational Excellence and Sustainable Profitability” below. Barrick will continue to pursue sales of non-core assets that are not aligned with the Company’s strategic investment filters. Barrick will only proceed with transactions that make sense for the business, on terms management considers favorable to Barrick’s shareholders.

 

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Operational Excellence and Sustainable Profitability

Barrick has implemented a flat management structure with a strong ownership culture by streamlining management and operations and holding management accountable for the businesses they manage. The Company aims to leverage innovation and technology to drive industry-leading efficiencies, and is striving to achieve a zero harm workplace.

The Company is focused on building trust-based partnerships with host governments, business partners, and local communities to drive shared long-term value. Barrick is taking a disciplined approach to growth, emphasizing long-term value for all stakeholders. In so doing, the Company aims to increase returns to shareholders, driven by a focus on return on capital, internal rate of return and free cash flow.

The Company seeks to maintain a robust balance sheet. Since the second quarter of 2013, Barrick has reduced its total debt by over $10 billion to a balance of $4.8 billion and a net debt to total capitalization ratio of 0.01:1 as at December 31, 2022. Barrick’s focus on strengthening its balance sheet in recent years has given the Company the financial strength to endure any short-term impacts to its operations from the Covid-19 pandemic, while supporting its strategy of participating in the future consolidation of the gold industry. As at December 31, 2022, Barrick had approximately $4.4 billion in cash, an undrawn $3.0 billion credit facility and no significant debt repayments due until 2033, providing the Company with sufficient liquidity to execute on its strategic goals.

Driving an ownership culture across the Company is another key element of Barrick’s strategy. In 2018, the Company created the Barrick Share Purchase Plan to provide a simple and accessible way for those who work at Barrick to purchase Barrick Shares, fostering a culture of ownership across the organization.

Building on the Merger and the formation of Nevada Gold Mines in 2019, Barrick also carried out the following initiatives in 2020, 2021, and 2022 to optimize its portfolio, strengthen its balance sheet and deliver value to all of its stakeholders:

 

   

On January 31, 2020, Barrick completed a make-whole repurchase of the outstanding $337 million of principal of the 3.85% notes due 2022, which reduced Barrick’s total debt to approximately $5.2 billion.

 

   

On March 4, 2020, Barrick and its Senegalese joint venture partner completed the sale of their combined 90% interest in the Massawa project in Senegal to Teranga Gold Corporation (“Teranga”), now Endeavour Mining Corporation, for total consideration fair valued at $440 million on the date of closing. Barrick received 92.5% of the consideration for its interest in the Massawa project, with the balance received by Barrick’s local Senegalese partner. Barrick received a net of $256 million in cash and 19,164,403 Teranga common shares (worth $104 million at the date of closing) plus a contingent payment of up to $46.25 million based on the three-year average gold price, which was received in March 2023. The cash consideration received was net of $25 million that Barrick provided through its participation in the $225 million syndicated debt financing facility secured by Teranga in connection with the transaction. Subsequent to year-end, Barrick received full repayment of the outstanding loan.

 

   

On August 4, 2020, Barrick entered into a definitive agreement with Skeena Resources Limited (“Skeena”) pursuant to which Skeena exercised its option to acquire the Eskay Creek project in British Columbia and Barrick waived its back-in right on the project. The consideration under the definitive agreement consisted of: (i) the issuance by Skeena of 22,500,000 units (the “Units”) to Barrick, with each Unit comprising one common share of Skeena and one half of a warrant, and each whole warrant entitling Barrick to purchase one additional common share of Skeena at an exercise price of C$2.70 per share until the second anniversary of the closing date; (ii) the grant of a 1% net smelter return royalty on the entire Eskay Creek land package; and (iii) a contingent

 

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payment of C$15 million payable during a 24-month period after closing. The transaction closed on October 5, 2020. The contingent payment described above was not triggered.

 

   

On October 13, 2020, Barrick announced that wholly-owned subsidiaries of Barrick and Bullfrog Gold Corp. (“Bullfrog”) entered into a definitive agreement pursuant to which Barrick sold to Bullfrog all of Barrick’s mining claims, historical resources, permits, rights of way and water rights in the Bullfrog mine area (the “Barrick Lands”). Consideration for the transaction consisted of: (i) the issuance by Bullfrog to Barrick of 54,600,000 units, with each unit comprising one common share of Bullfrog and one warrant entitling Barrick to purchase one additional common share of Bullfrog at an exercise price of C$0.30 per share until the fourth anniversary of the closing date; and (ii) a 2% net smelter return royalty on all minerals produced from the Barrick Lands, subject to a maximum aggregate net smelter return royalty of 5.5% on any individual mining claim and a minimum 0.5% net smelter return royalty granted to Barrick on any individual mining claim. The transaction closed on October 26, 2020.

 

   

On November 10, 2020, Barrick and AngloGold Ashanti Limited completed the sale of their combined 80% interest in the Morila gold mine in Mali to Firefinch Limited (previously Mali Lithium Limited) for $28.8 million cash consideration. The State of Mali continues to hold the remaining 20% of the Morila gold mine. The consideration received was allocated between Barrick and AngloGold Ashanti in proportion to their respective interests in Morila.

 

   

On February 16, 2021, Barrick announced it had entered into an agreement to sell its 100% interest in the Lagunas Norte gold mine in Peru to Boroo for total consideration of up to $81 million, with $20 million of cash consideration on closing, additional cash consideration of $10 million payable on the first anniversary of closing and $20 million payable on the second anniversary of closing, a 2% net smelter return royalty, which may be purchased by Boroo for a fixed period after closing for $16 million, plus a contingent payment of up to $15 million based on the two-year average gold price. The transaction closed on June 1, 2021, based on a final fair value of consideration of $65 million. Barrick remains contractually liable for all tax matters that existed prior to the divestiture until these matters are resolved. In addition, Boroo assumed 50% of the $173 million reclamation bond obligations for Lagunas Norte upon closing. Boroo was to assume the other 50% within one year of closing; however, this was extended until June 1, 2023. Barrick has no liability related to Lagunas Norte’s closure obligation recorded in its financial statements.

 

   

At the Annual and Special Meeting of shareholders held on May 4, 2021, shareholders approved a $750 million return of capital distribution. This distribution was derived from a portion of the proceeds from the divestiture of Kalgoorlie in November 2019 and from other recent dispositions made by Barrick and its affiliates in line with Barrick’s strategy of focusing on its core assets. The total return of capital distribution was paid in three equal tranches of $250 million on June 15, 2021, September 15, 2021 and December 15, 2021. See “Return of Capital”.

 

   

On September 7, 2021, Barrick announced that Nevada Gold Mines had entered into a definitive asset exchange agreement (the “Exchange Agreement”) with i-80 Gold to acquire the 40% interest in South Arturo that Nevada Gold Mines did not already own, in exchange for the Lone Tree and Buffalo Mountain properties and infrastructure, which were in care and maintenance at the time. The exchange transaction closed on October 14, 2021.

 

   

At the February 15, 2022 meeting, Barrick’s Board of Directors authorized a share buyback program for the repurchase of up to $1.0 billion of the Company’s outstanding common shares over the next 12 months. Barrick repurchased $424 million of shares in 2022 under this share buyback program. For more information, see “Share Buyback Program”.

 

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Also at the February 15, 2022 meeting, the Board of Directors approved a performance dividend policy that will enhance the return to shareholders when the Company’s liquidity is strong. In addition to Barrick’s base dividend, the amount of the performance dividend on a quarterly basis will be based on the amount of cash, net of debt, on Barrick’s consolidated balance sheet at the end of each quarter. This performance dividend calculation commenced after the Company’s March 31, 2022 consolidated balance sheet, with the first performance dividend paid in the second quarter of 2022. The declaration and payment of dividends is at the discretion of the Board of Directors, and will depend on the Company’s financial results, cash requirements, future prospects, the number of outstanding common shares, and other factors deemed relevant by the Board. For additional information on Barrick’s performance dividend, see “Dividend Policy.”

 

   

On September 1, 2022, Barrick entered into an agreement to sell a portfolio of royalties to Maverix Metals Inc. for total consideration of up to $60 million in cash. The transaction closed on September 29, 2022.

 

   

On September 1, 2022, Nevada Gold Mines entered into an agreement to sell a portfolio of royalties to Gold Royalty Corp. (“Gold Royalty”) for total announced consideration of $27.5 million, satisfied through the issuance of 9,393,681 common shares of Gold Royalty. The transaction closed on September 28, 2022.

 

   

On November 23, 2022, Barrick paid $307 million, including $2 million of accrued and unpaid interest, to purchase $319 million (notional value) of its 5.250% Notes due in 2042 through a tender transaction. A gain on debt extinguishment of $12 million was recorded in the fourth quarter of 2022. Combined with the repurchase of $56 million (notional value) of the 5.25% Notes due 2042 in the third quarter of 2022, this is expected to yield annualized interest savings of $20 million.

 

   

On December 15, 2022, Barrick completed the reconstitution of the Reko Diq project in Pakistan’s Balochistan province. The completion of this transaction involved, among other things, the execution of all of the definitive agreements including the mineral agreement stabilizing the fiscal regime applicable to the project, as well as the grant of mining leases, an exploration license, and surface rights. This completed the process that began earlier in 2022 following the conclusion of a framework agreement among the Governments of Pakistan and Balochistan province, Barrick and Antofagasta plc, which provided a path for the development of the project under a reconstituted structure. The project, which was suspended in 2011 due to a dispute over the legality of its licensing process, hosts one of the world’s largest undeveloped open pit copper-gold porphyry deposits. The reconstituted project is held 50% by Barrick and 50% by Pakistani stakeholders, comprising a 10% free-carried, non-contributing share held by the Provincial Government of Balochistan, an additional 15% held by a special purpose company owned by the Provincial Government of Balochistan and 25% owned by other federal state-owned enterprises. Barrick is the operator of the project. Barrick has started a full update of the project’s 2010 feasibility and 2011 expansion pre-feasibility studies and plans to finish the Reko Diq feasibility study update by the end of 2024, with 2028 targeted for first production.

 

   

At the February 14, 2023 meeting, the Board of Directors authorized a new share buyback program for the purchase of up to $1 billion of Barrick’s outstanding shares over the next 12 months. Barrick’s prior share buyback program was terminated in connection with the new program. The actual number of common shares that may be purchased, and the timing of any such purchases, will be determined by Barrick based on a number of factors, including the Company’s financial performance, the availability of cash flows, and the consideration of other uses of cash, including capital investment opportunities, returns to shareholders, and debt reduction. The repurchase program does not obligate the Company to acquire any particular number of common shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. For more information, see “Share Buyback Program”.

 

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Results of Operations in 2022

Total revenues in 2022 were $11.0 billion, a $1.0 billion, or 8%, decrease compared to 2021, primarily due to a decrease in gold sales volumes and a decrease in realized copper prices, partially offset by an increase in copper sales volumes. In 2022, gold and copper revenues totaled $9.9 billion and $868 million, respectively, with gold revenues down $0.8 billion, compared to the prior year mainly due to a decrease in sales volumes, while realized gold prices were in line with 2021 levels, and copper revenues down $94 million compared to the prior year due to lower realized copper prices, partially offset by higher copper sales volume. Realized gold prices of $1,795 per ounce in 2022 were in line with the prior year. Realized copper prices for 2022 were $3.85 per pound, down $0.47 per pound compared to the prior year due to lower market prices. For an explanation of realized price, see “Non-GAAP Financial Measures – Realized Prices”. In 2022, Barrick reported net earnings attributable to equity holders of $432 million, compared to $2.0 billion in 2021. The decrease was primarily due to a goodwill impairment of $950 million (net of non-controlling interests) related to Loulo-Gounkoto, a non-current asset impairment of $318 million (net of tax) and a net realizable value impairment of leach pad inventory of $27 million (net of tax) at Veladero, and a non-current asset impairment of $42 million (net of tax and non-controlling interests) at Long Canyon. This was combined with a gain of $94 million ($213 million before tax and non-controlling interest) in acquisition/disposition gains, primarily resulting from the sale of Lone Tree occurring in the prior year, and an impairment reversal of $64 million ($63 million before tax and non-controlling interests), primarily resulting from the sale of Barrick’s 100% interest in the Lagunas Norte mine, occurring in the prior year. This was partially offset by an impairment reversal of $120 million and a gain of $300 million following the completion of the transaction allowing for the reconstitution of the Reko Diq project and the combined $63 million gain on the sale of a portfolio of royalties to Maverix Metals Inc. and a portfolio of royalties by Nevada Gold Mines to Gold Royalty Corp. These items were also the significant adjustments used to derive adjusted net earnings of $1,326 million in 2022. This compares to adjusted net earnings of $2,065 million in 2021 (for an explanation of adjusted net earnings, see “Non-GAAP Financial Measures – Adjusted Net Earnings and Adjusted Net Earnings per Share”).

In 2022, Barrick’s gold production was 4.14 million ounces, 296 thousand ounces lower than 2021 gold production, with costs of sales applicable to gold of $1,241 per ounce, all-in sustaining costs of $1,222 per ounce and total cash costs of $862 per ounce. Barrick’s copper production in 2022 was 440 million pounds of copper, 25 million pounds higher than 2021 copper production, with cost of sales applicable to copper of $2.43 per pound, all-in sustaining costs of $3.18 per pound and C1 cash costs of $1.89 per pound. In 2021, Barrick produced 4.44 million ounces of gold, with costs of sales applicable to gold of $1,093 per ounce, all-in sustaining costs of $1,026 per ounce and total cash costs of $725 per ounce, and 415 million pounds of copper, with cost of sales applicable to copper of $2.32 per pound, all-in sustaining costs of $2.62 per pound and C1 cash costs of $1.72 per pound. “All-in sustaining costs” and “total cash costs” per ounce and “All-in sustaining costs” and “C1 cash costs” per pound are non-GAAP financial performance measures. For an explanation of all-in sustaining costs per ounce, total cash costs per ounce, all-in sustaining costs per pound and C1 cash costs per pound, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

The following table summarizes Barrick’s interest in its producing mines and its share of gold production from these mines for the periods indicated:

 

     (000s ozs, attributable share)

 Twelve months ended December 311

 

                       2022                             2021                 

Carlin (61.5%)2

               966        923

Cortez (61.5%)3

               450        509

Turquoise Ridge (61.5%)

               282        334

 

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Phoenix (61.5%)

               109                               109                 

Long Canyon (61.5%)

   55    161

Nevada Gold Mines (61.5%)4

   1,862    2,036

Pueblo Viejo (60%)

   428    488

Loulo-Gounkoto (80%)

   547    560

Kibali (45%)

   337    366

Tongon (89.7%)

   180    187

North Mara (84%)

   263    260

Veladero (50%)

   195    172

Hemlo

   133    150

Bulyanhulu (84%)

   196    178

Buzwagi (84%)5

      40

Porgera (47.5%)6

     

Total Attributable Gold7

   4,141    4,437

 

1

Barrick’s interest is subject to royalty obligations at certain mines.

2

Includes Barrick’s share of South Arturo. On September 7, 2021, Barrick announced that Nevada Gold Mines had entered into an Exchange Agreement with i-80 Gold to acquire the 40% interest in South Arturo that Nevada Gold Mines did not already own in exchange for the Lone Tree and Buffalo Mountain properties and infrastructure. Operating results within the Company’s 61.5% interest in Carlin includes Nevada Gold Mines’ 60% interest in South Arturo up until May 30, 2021, and 100% interest thereafter, reflecting the terms of the Exchange Agreement which closed on October 14, 2021. For additional information, see “Strategy - Operational Excellence and Sustainable Profitability”.

3

Starting in the first quarter of 2021, Goldrush is reported as part of Cortez as it is operated by Cortez management.

4

These amounts represent Barrick’s 61.5% interest in Carlin (including Nevada Gold Mine’s 60% interest in South Arturo up until May 30, 2021 and 100% interest thereafter), Cortez, Turquoise Ridge, Phoenix and Long Canyon.

5

With the end of mining at Buzwagi in the third quarter of 2021, as previously reported, the Company has ceased to include production metrics for Buzwagi from October 1, 2021 onwards.

6

As Porgera was placed on care and maintenance on April 25, 2020, no operating data or per ounce data has been provided starting the third quarter of 2020.

7

Excludes Pierina, Lagunas Norte up until its divestiture in June 1, 2021 and Buzwagi starting in the fourth quarter of 2021. Some of these assets are producing incidental ounces while in closure or care and maintenance.

The following table summarizes Barrick’s interest in its principal producing copper mines and its share of copper production from these mines for the periods indicated:

 

(millions of lbs)     

Twelve months ended December 311

 

           2022                        2021                 

Zaldívar (50%)

   98    97

Lumwana

   267    242

Jabal Sayid (50%)

   75    76

Total Attributable Copper

   440    415

 

1

Barrick’s interest is subject to royalty obligations at certain mines.

See “Narrative Description of the Business” in this Annual Information Form, Note 5 “Segment Information” to the Consolidated Financial Statements and the MD&A for further information on the Company’s operating segments. See “Narrative Description of the Business – Mineral Reserves and Mineral Resources” for information on the Company’s mineral reserves and resources.

 

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LOGO

 

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NARRATIVE DESCRIPTION OF THE BUSINESS

Barrick is engaged in the production and sale of gold, as well as related activities such as exploration and mine development. Barrick also produces significant amounts of copper, principally from its Zaldívar joint venture, Jabal Sayid joint venture and its Lumwana mine and holds other interests. Unless otherwise specified, the description of Barrick’s business, including products, principal markets, distribution methods, employees and labor relations contained in this Annual Information Form, applies to each of its operating segments and Barrick as a whole.

Production and Guidance

For the year ended December 31, 2022, Barrick produced 4.141 million ounces of gold at cost of sales applicable to gold of $1,241 per ounce, all-in sustaining costs of $1,222 per ounce and total cash costs of $862 per ounce. Barrick’s 2023 gold production is currently targeted at 4.2 to 4.6 million ounces, and Barrick expects cost of sales applicable to gold of $1,170 to $1,250 per ounce in 2023, all-in sustaining costs of $1,170 to $1,250 per ounce and total cash costs of $820 to $880 per ounce, assuming a market gold price of $1,650/oz. See “Forward-Looking Information”. The Company’s 2023 gold production guidance currently excludes Porgera. This is due to the uncertainty related to the timing and scope of future operations at Porgera, following the decision to place the mine on temporary care and maintenance on April 25, 2020. The Company remains in constructive discussions with the Government of Papua New Guinea and is optimistic about finding a solution to allow operations at Porgera to resume in 2023. Barrick expects stronger year-over-year performance from Cortez, Pueblo Viejo and Turquoise Ridge, together with stable delivery across the remaining Tier One Gold Assets. Notably at Turquoise Ridge, as a result of the commissioning of the Third Shaft in the fourth quarter of 2022, combined with increased availability and reliability of the Sage autoclave, the Company expects to deliver stronger production in 2023 relative to the prior year.

Outside of its Tier One Gold Assets, Barrick expects the following significant changes in year-over-year production. As previously disclosed, mining temporarily ceased at Long Canyon in 2022. As such, the asset remains a residual leach operation in 2023 while Phase 2 is advanced through permitting with mining expected to recommence in 2026. At Veladero, the Company expects 2023 production to be impacted by lower recoveries from the heap leach as the operation works to address challenges with metallurgical recovery of planned ore feed from the pit, which partially accounted for the asset’s underperformance against 2022 guidance. It also expects higher year-over-year operating and capital expenditures largely due to significant inflationary pressures, coupled with ongoing Argentine foreign exchange controls. Across the four quarters of 2023, the Company’s gold production is expected to be the lowest in the first quarter. This is mainly due to lower grades at Kibali due to mine sequencing, the commissioning of the plant expansion at Pueblo Viejo, as well as roaster maintenance and the completion of the autoclave carbon-in-leach conversion at Goldstrike. Separately, major maintenance for the Gold Quarry roaster at Carlin is planned in the second quarter of 2023. As a result, Barrick expects gold production in the second half of 2023 to be stronger than the first half, driven by the steady ramp-up of throughput at Pueblo Viejo, the completion of major roaster maintenance at Nevada Gold Mines, as well as higher grades from Kibali and Crossroads (Phase 5) at Cortez due to mine sequencing. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

For the year ended December 31, 2022, Barrick produced 440 million pounds of copper at cost of sales applicable to copper of $2.43 per pound, all-in sustaining costs of $3.18 per pound and C1 cash costs of $1.89 per pound. Barrick’s 2023 copper production is targeted at approximately 420 - 470 million pounds and Barrick expects cost of sales applicable to copper of $2.60 to $2.90 per pound, all-in sustaining costs of $2.95 to $3.25 per pound and C1 cash costs of $2.05 to $2.25 per pound. See “Forward-Looking Information”. “All-in sustaining costs” and “C1 cash costs” per pound are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and C1 cash costs

 

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per pound, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Reportable Operating Segments

During 2022, Barrick’s business was organized into eighteen minesites. Barrick’s Chief Operating Decision Maker, the President and Chief Executive Officer, reviews the operating results, assesses performance and makes capital allocation decisions at the minesite, Company and/or project level. For the year ended December 31, 2022, Barrick’s reportable operating segments consisted of nine individual gold mines: Carlin, Cortez, Turquoise Ridge, Pueblo Viejo, Loulo-Gounkoto, Kibali, Veladero, North Mara and Bulyanhulu. Each mine and project receives direction from Barrick’s Executive Committee, but has responsibility for certain aspects of its business, such as sustainability of mining operations, including exploration, production and closure.

For details regarding 2022 production for all operating segments, see “General Information – General Development of the Business”. For additional details regarding the reserves and resources held in each operating segment, see “Mineral Reserves and Mineral Resources”. See also Note 5 “Segment Information” to the Consolidated Financial Statements and the MD&A for further financial and other information on the Company’s operating segments. Barrick’s ability to deliver on its vision, strategic objectives and operating guidance depends on the Company’s ability to understand and appropriately respond to uncertainties and risks. For a description of certain of those sources of uncertainty, relevant risk modification activities and oversight by the Company’s Board of Directors and executive officers, see pages 22 to 23 of the MD&A. For a discussion of material risks relevant to investors, see “Risk Factors”.

Nevada Gold Mines (61.5% basis)

In connection with the establishment of Nevada Gold Mines on July 1, 2019, Barrick’s Cortez, Goldstrike, Turquoise Ridge and Goldrush properties, and Newmont’s Carlin, Twin Creeks, Phoenix, Long Canyon and Lone Tree (which was divested in 2021 as part of the asset exchange agreement with i-80 Gold described in “Operational Excellence and Sustainable Profitability” above) properties were contributed to the joint venture. See “General Information – General Development of the Business – History”. Nevada Gold Mines produced approximately 1,862 thousand ounces of gold at cost of sales attributable to gold of $1,210 per ounce, all-in sustaining costs of $1,214 per ounce and total cash costs of $876 per ounce in 2022, compared to approximately 2,036 thousand ounces of gold at cost of sales attributable to gold of $1,072 per ounce, all-in sustaining costs of $949 per ounce and total cash costs of $705 per ounce in 2021. This represents Barrick’s 61.5% interest in Cortez, Carlin (including Goldstrike and Nevada Gold Mines’ 60% interest in South Arturo up until May 30, 2021 and 100% interest thereafter), Turquoise Ridge (including Twin Creeks), Phoenix and Long Canyon. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Carlin

Barrick’s 61.5% interest in Carlin (a material property for the purposes of this Annual Information Form, see “Material Properties – Carlin Complex”) produced approximately 966 thousand ounces of gold at cost of sales attributable to gold of $1,069 per ounce, all-in sustaining costs of $1,212 per ounce and total cash costs of $877 per ounce in 2022, compared to approximately 923 thousand ounces of gold at cost of sales attributable to gold of $968 per ounce, all-in sustaining costs of $1,087 per ounce and total cash costs of $782 per ounce in 2021. Barrick is the operator of the Nevada Gold Mines joint venture, including the Carlin Complex. In 2022, cost of sales attributable to gold was negatively impacted by higher input costs driven by energy and consumable prices as well as the inclusion of the Nevada mining excise tax starting July 1, 2021, which more than offset the benefit of higher sales volumes.

 

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The amounts presented represent Barrick’s 61.5% interest in Carlin (including Nevada Gold Mine’s 60% share of South Arturo up until May 30, 2021 and 100% interest thereafter).

At Carlin, the Company expects its equity share of 2023 gold production to be in the range of 910 - 1,000 thousand ounces, in line with 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,030 to $1,110 per ounce, in line with 2022. All-in sustaining costs are expected to be $1,250 to $1,330 per ounce, higher than 2022. Total cash costs are expected to be in the range of $820 to $880 per ounce, in line with 2022 levels. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Cortez

Barrick’s 61.5% interest in Cortez (a material property for the purposes of this Annual Information Form, see “Material Properties – Cortez Property”) produced approximately 450 thousand ounces of gold at cost of sales attributable to gold of $1,164 per ounce, all-in sustaining costs of $1,258 per ounce and total cash costs of $815 per ounce in 2022, compared to approximately 509 thousand ounces of gold at cost of sales attributable to gold of $1,122 per ounce, all-in sustaining costs of $1,013 per ounce and total cash costs of $763 per ounce in 2021. Barrick is the operator of the Nevada Gold Mines joint venture, including the Cortez property. In 2022, cost of sales attributable to gold was negatively impacted by higher input costs driven by energy and consumable prices, as well as the inclusion of the Nevada mining excise tax starting July 1, 2021.

At Cortez, the Company expects its equity share of 2023 gold production to be in the range of 580 - 650 thousand ounces, higher than 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,080 to $1,160 per ounce, total cash costs are expected to be in the range of $680 to $740 per ounce and all-in sustaining costs are expected to be $930 to $1,010 per ounce. All three measures are expected to be lower than 2022. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Turquoise Ridge

Barrick’s 61.5% interest in Turquoise Ridge (a material property for the purposes of this Annual Information Form, see “Material Properties – Turquoise Ridge Complex”) produced approximately 282 thousand ounces of gold at cost of sales attributable to gold of $1,434 per ounce, all-in sustaining costs of $1,296 per ounce and total cash costs of $1,035 per ounce in 2022, compared to approximately 334 thousand ounces of gold at cost of sales attributable to gold of $1,122 per ounce, all-in sustaining costs of $892 per ounce, and total cash costs of $749 per ounce in 2021. Barrick is the operator of the Nevada Gold Mines joint venture, including the Turquoise Ridge Complex. In 2022, cost of sales attributable to gold was negatively impacted by higher maintenance expense, reduced autoclave throughput, and higher input costs driven by energy and consumable prices, as well as the inclusion of the Nevada mining excise tax starting July 1, 2021.

At Turquoise Ridge, the Company expects its equity share of 2023 gold production to be in the range of 300 - 340 thousand ounces, higher than 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,290 to $1,370 per ounce, total cash costs are expected to be in the range of $900 to $960 per ounce and all-in sustaining costs are expected to be $1,170 to $1,250 per ounce. All three measures are expected to be lower than 2022. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in

 

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sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Other Mines - Nevada Gold Mines

Barrick’s 61.5% interest in Phoenix produced approximately 109 thousand ounces of gold at cost of sales attributable to gold of $2,039 per ounce, all-in sustaining costs of $1,074 per ounce and total cash costs of $914 per ounce in 2022.

At Phoenix, the Company expects its equity share of 2023 gold production to be in the range of 100 - 120 thousand ounces, in line with 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,860 to $1,940 per ounce, lower than 2022. All-in sustaining costs are expected to be $1,110 to $1,190 per ounce, higher than 2022. Total cash costs are expected to be in the range of $880 to $940 per ounce, in line with 2022.

Barrick’s 61.5% interest in Long Canyon produced approximately 55 thousand ounces of gold at cost of sales attributable to gold of $1,282 per ounce, all-in sustaining costs of $454 per ounce and total cash costs of $435 per ounce in 2022.

At Long Canyon, the Company expects its equity share of 2023 gold production to be in the range of 0 - 10 thousand ounces, lower than 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $2,120 to $2,200 per ounce, all-in sustaining costs are expected to be $1,080 to $1,160 per ounce and total cash costs are expected to be in the range of $730 to $790 per ounce. All three measures are expected to be higher than 2022.

Barrick is the operator of the Nevada Gold Mines joint venture, including the Phoenix and Long Canyon mines. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Pueblo Viejo (60% basis)

Barrick’s 60% interest in the Pueblo Viejo mine (a material property for the purposes of this Annual Information Form, see “Material Properties – Pueblo Viejo Mine”) produced approximately 428 thousand ounces of gold at cost of sales attributable to gold of $1,132 per ounce, all-in sustaining costs of $1,026 per ounce and total cash costs of $725 per ounce in 2022, compared to approximately 488 thousand ounces of gold at cost of sales attributable to gold of $896 per ounce, all-in sustaining costs of $745 per ounce and total cash costs of $541 per ounce in 2021. Barrick is the operator of the joint venture. In 2022, cost of sales attributable to gold was negatively impacted primarily by lower grades and higher energy prices.

At Pueblo Viejo, the Company expects its equity share of 2023 gold production to be in the range of 470 - 520 thousand ounces, higher than 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,130 to $1,210 per ounce. All-in sustaining costs are expected to be $960 to $1,040 per ounce and total cash costs are expected to be in the range of $710 to $770 per ounce. All three measures are expected to be in line with 2022. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

 

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Loulo-Gounkoto (80% basis)

Barrick’s 80% interest in Loulo-Gounkoto (a material property for the purposes of this Annual Information Form, see “Material Properties – Loulo-Gounkoto Mine Complex”) produced approximately 547 thousand ounces of gold at cost of sales attributable to gold of $1,153 per ounce, all-in sustaining costs of $1,076 per ounce and total cash costs of $778 per ounce in 2022, compared to approximately 560 ounces of gold at cost of sales attributable to gold of $1,049 per ounce, all-in sustaining costs of $970 per ounce and total cash costs of $650 per ounce in 2021. In 2022, cost of sales attributable to gold was negatively impacted by lower grades processed, in line with the mine plan, as well as higher input costs driven by consumable and energy prices. This was combined with higher logistical expenses following the border closures imposed on Mali by the Economic Community of West African States in the first half of 2022. These sanctions were lifted in July 2022, with conditions normalizing during the third quarter of 2022.

At Loulo-Gounkoto, the Company expects its equity share of 2023 gold production to be in the range of 510 - 560 thousand ounces, in line with 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,100 to $1,180 per ounce, all-in sustaining costs are expected to be in the range of $1,070 to $1,150 per ounce, and total cash costs are expected to be in the range of $750 to $810 per ounce. All three measures are expected to be in line with 2022. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Kibali (45% basis)

Barrick’s 45% interest in Kibali (a material property for the purposes of this Annual Information Form, see “Material Properties – Kibali Mine”) produced approximately 337 thousand ounces of gold at cost of sales attributable to gold of $1,243 per ounce, all-in sustaining costs of $948 per ounce and total cash costs of $703 per ounce in 2022, compared to approximately 366 thousand ounces of gold at cost of sales attributable to gold of $1,016 per ounce, all-in sustaining costs of $818 per ounce and total cash costs of $627 per ounce in 2021. In 2022, cost of sales attributable to gold was negatively impacted by higher depreciation expense combined with higher energy prices as well as lower grades processed.

At Kibali, the Company expects its equity share of 2023 gold production to be in the range of 320 - 360 thousand ounces, in line with 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,080 to $1,160 per ounce, lower than 2022 levels. All-in sustaining costs are expected to be in the range of $880 to $960 per ounce, in line with 2022 levels. Total cash costs are expected to be in the range of $710 to $770 per ounce, higher than 2022 levels. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Veladero (50% basis)

Barrick’s 50% interest in the Veladero mine produced approximately 195 thousand ounces of gold at cost of sales attributable to gold of $1,628 per ounce, all-in sustaining costs of $1,528 per ounce and total cash costs of $890 per ounce in 2022, compared to approximately 172 thousand ounces of gold at cost of sales attributable to gold of $1,256 per ounce, all-in sustaining costs of $1,493 per ounce and total cash costs of $816 per ounce in 2021. The higher cost of sales attributable to gold in 2022 was mainly due to higher input costs from energy prices and higher labor and contractor expenses related to significant inflationary pressures, coupled with ongoing strict Argentine foreign exchange controls. It was further

 

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impacted by higher depreciation expense and a net realizable value impairment of leach pad inventory of $42 million recorded in the fourth quarter of 2022.

Minera Andina del Sol SRL (“MAS”) (formerly, Minera Argentina Gold SRL) is the subject of a consolidated regulatory proceeding by the San Juan Provincial mining authority in respect of operational incidents that occurred in March 2017 and September 2016 involving the release of gold-bearing process solution.

For more information about these matters, see “Legal Matters – Legal Proceedings – Veladero – Operational Incidents and Associated Proceedings”.

At Veladero, the Company expects attributable 2023 production to be in the range of 160 - 180 thousand ounces, lower than 2022 production levels. Barrick expects cost of sales attributable to gold to be in the range of $1,630 to $1,710 per ounce, all-in sustaining costs are expected to be $1,550 to $1,630 per ounce and total cash costs are expected to be in the range of $1,060 to $1,120 per ounce in 2023. All three measures are expected to be higher than 2022 levels. Operating costs at Veladero are also highly sensitive to local inflation and fluctuations in foreign exchange rates. The Company has assumed an average Argentine peso exchange rate of ARS 170:$1 for 2023. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

The governance, ownership and joint operation of the Veladero joint venture is governed by the terms of a shareholders’ agreement between Barrick and Shandong.

North Mara (84% basis)

North Mara produced approximately 263 thousand ounces of gold at cost of sales attributable to gold of $979 per ounce, all-in sustaining costs of $1,028 per ounce and total cash costs of $741 per ounce in 2022, compared to approximately 260 thousand ounces of gold at cost of sales attributable to gold of $966 per ounce, all-in sustaining costs of $1,001 per ounce and total cash costs of $777 per ounce in 2021. In 2022, cost of sales attributable to gold was in line with 2021.

At North Mara, the Company expects its equity share of 2023 gold production to be in the range of 230 - 260 thousand ounces, lower than 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,120 to $1,200 per ounce and total cash costs are expected to be in the range of $900 to $960 per ounce and all-in sustaining costs are expected to be $1,240 to $1,320 per ounce. All three measures are expected to be higher than 2022 levels. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Bulyanhulu (84% basis)

Bulyanhulu produced approximately 196 thousand ounces of gold at cost of sales attributable to gold of $1,211 per ounce, all-in sustaining costs of $1,156 per ounce and total cash costs of $868 per ounce in 2022, compared to approximately 178 thousand ounces of gold at cost of sales attributable to gold of $1,079 per ounce, all-in sustaining costs of $891 per ounce and total cash costs of $709 per ounce in 2021. In 2022, cost of sales attributable to gold was negatively impacted by higher input costs driven by consumable and energy prices.

 

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At Bulyanhulu, the Company expects its equity share of 2023 gold production to be in the range of 160 - 190 thousand ounces, lower than 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,230 to $1,310 per ounce and total cash costs are expected to be in the range of $880 to $940 per ounce and all-in sustaining costs are expected to be $1,160 to $1,240 per ounce. All three measures are expected to be higher than 2022 levels. “All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Other Mines (Gold)

Tongon produced approximately 180 thousand ounces of gold at cost of sales attributable to gold of $1,748 per ounce, all-in sustaining costs of $1,592 per ounce and total cash costs of $1,396 per ounce in 2022.

At Tongon, the Company expects 2023 gold production to be in the range of 180 - 210 thousand ounces, in line with 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,260 to $1,340 per ounce, all-in sustaining costs are expected to be in the range of $1,240 to $1,320 per ounce and total cash costs are expected to be in the range of $1,070 to $1,130 per ounce. All three measures are expected to be lower than in 2022.

Hemlo produced approximately 133 thousand ounces of gold at cost of sales attributable to gold of $1,628 per ounce, all-in sustaining costs of $1,788 per ounce and total cash costs of $1,409 per ounce in 2022.

At Hemlo, the Company expects 2023 gold production to be in the range of 150 - 170 thousand ounces, higher than 2022 production levels. In 2023, Barrick expects cost of sales attributable to gold to be in the range of $1,400 to $1,480 per ounce, all-in sustaining costs are expected to be in the range of $1,590 to $1,670 per ounce and total cash costs are expected to be in the range of $1,210 to $1,270 per ounce. All three measures are expected to be lower than in 2022.

Porgera was excluded from the Company’s 2022 guidance and will also be excluded from its 2023 guidance. This is due to the uncertainty related to the timing and scope of future operations at Porgera, following the decision to place the mine on temporary care and maintenance on April 25, 2020. The Company remains in constructive discussions with the Government of Papua New Guinea and is optimistic about finding a solution to allow operations at Porgera to resume in 2023. Barrick expects to update its guidance following both the execution of all of the definitive agreements to implement the Commencement Agreement, the satisfaction of the remaining conditions to reopening, including the resolution of BNL’s objections to the Internal Revenue Commission (“IRC”) tax assessments for 2006 through 2015, and the finalization of a timeline for the resumption of full mine operations. For more information see “Legal Proceedings – Porgera Special Mining Lease” below.

“All-in sustaining costs” and “total cash costs” per ounce are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and total cash costs per ounce, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Other Mines (Copper)

Lumwana produced approximately 267 million pounds of copper at cost of sales attributable to copper of $2.42 per pound, all-in sustaining costs of $3.63 per pound and C1 cash costs of $1.89 per pound in 2022.

 

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At Lumwana, the Company expects 2023 copper production to be in the range of 260 - 290 million pounds, in line with 2022 production levels. In 2023, Barrick expects cost of sales attributable to copper to be in the range of $2.45 to $2.75 per pound and C1 cash costs are expected to be in the range of $2.00 to $2.20 per pound, both higher than 2022 levels. All-in sustaining costs are expected to be in the range of $3.20 to $3.50 per pound, lower than 2022 levels.

Barrick’s 50% interest in Zaldívar produced approximately 98 million pounds of copper at cost of sales attributable to copper of $3.12 per pound, all-in sustaining costs of $2.95 per pound and C1 cash costs of $2.36 per pound in 2022.

At Zaldívar, the Company expects its equity share of 2023 copper production to be in the range of 100 - 110 million pounds, higher than 2022 production levels. In 2023, Barrick expects cost of sales attributable to copper to be in the range of $3.40 to $3.70 per pound and C1 cash costs are expected to be in the range of $2.60 to $2.80 per pound, both higher than 2022 levels. All-in sustaining costs are expected to be $2.90 to $3.20 per pound, in line with 2022 levels.

Barrick’s 50% interest in Jabal Sayid produced approximately 75 million pounds of copper at cost of sales attributable to copper of $1.52 per pound, all-in sustaining costs of $1.36 per pound and C1 cash costs of $1.26 per pound in 2022.

At Jabal Sayid, the Company expects its equity share of 2023 copper production to be in the range of 65 - 75 million pounds, in line with 2022 production levels. In 2023, Barrick expects cost of sales attributable to copper to be in the range of $1.80 to $2.10 per pound and C1 cash costs are expected to be in the range of $1.50 to $1.70 per pound and all-in sustaining costs are expected to be in the range of $1.60 to $1.90 per pound. All three measures are expected to be higher than in 2022.

“All-in sustaining costs” and “C1 cash costs” per pound are non-GAAP financial performance measures. For an explanation of all-in sustaining costs and C1 cash costs per pound, refer to “Non-GAAP Financial Measures – Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound” at pages 188 to 213 of this Annual Information Form.

Mineral Reserves and Mineral Resources

Gold Reserves

As at December 31, 2022, Barrick’s total proven and probable gold reserves were 76 million ounces at an average grade of 1.67 g/t reported at $1,300 per ounce, an increase compared to 69 million ounces at an average grade of 1.71 g/t reported at $1,200 per ounce at the end of 2021. The change in the commodity prices at which Barrick’s mineral reserves are estimated has balanced the inflationary cost increases across the business, maintaining the quality of its reserve base. However, the approximately 10% year-over-year reserve growth is not a result of the change in the commodity price assumption. Rather, it is driven by organic growth combined with an improvement in the Company’s understanding of its orebodies through integration of geological, geotechnical and geometallurgical models, particularly at Barrick’s Tier One Gold Assets. Reserve replenishment, net of depletion, was achieved in 2022 at Kibali, Loulo-Gounkoto, Cortez and Pueblo Viejo.

Year-over-year, reserves have increased by 6.7 million ounces, net of depletion, while maintaining grade despite an increase in the reserve price assumption. This year-over-year change incorporates the significant addition of 6.5 million ounces of attributable proven and probable reserves, net of depletion, at Pueblo Viejo as a direct result of the completion of the pre-feasibility study for the new Naranjo tailings storage facility. For more information, see “Material Properties – Pueblo Viejo Mine”.

 

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During 2022, the Company converted a net of approximately 11.5 million ounces to attributable proven and probable reserves. Compared to mining depletion of approximately 4.8 million ounces, this represents an impressive 239% replacement of ounces.

The Africa & Middle East region converted a net of 2.4 million ounces to attributable proven and probable reserves, before depletion, with contributions from Loulo-Gounkoto, Kibali, North Mara, Bulyanhulu and Tongon. At Loulo-Gounkoto, this was principally from extensions at the Yalea and Gara underground mines as well as the Faraba open pit replacing annual depletion. At Kibali, the completion of an updated underground feasibility study on the 11000 lode in KCD underground delivered a 0.62 million ounce increase in attributable proven and probable reserves before depletion. At North Mara, a focus on underground expansion at Gokona has successfully delivered a 0.44 million ounce increase in attributable proven and probable reserves before depletion.

The North America region converted a net of 1.8 million ounces to attributable proven and probable reserves, before depletion. This was primarily driven by the completion of pre-feasibility studies for the Robertson open pit project at Cortez, as well as a new pushback in the Hemlo open pit. As a result, Robertson’s maiden attributable proven and probable gold reserves are estimated at 1.0 million ounces at 0.46 g/t. This represents a milestone for Cortez as a key source of oxide mill feed in the mine plan. Similarly, the new Hemlo open pit pushback is expected to commence in 2027 adding 0.86 million ounces of gold at 1.49 g/t to probable reserves. Proven and probable attributable reserves for the region are now estimated at 31 million ounces at an average grade of 2.54 g/t.

The Latin America & Asia Pacific region converted a net of 7.3 million ounces to attributable proven and probable reserves. Most notably, Pueblo Viejo completed a pre-feasibility study for the new Naranjo tailings storage facility, adding 6.5 million ounces of attributable proven and probable reserves, net of depletion, and extending the mine life beyond 2040.

Gold Resources

As of December 31, 2022, Barrick’s attributable measured and indicated gold resources were 180 million ounces at an average grade of 1.07 g/t. This compares to measured and indicated gold resources of 160 million ounces at an average grade of 1.50 g/t as at December 31, 2021. As of December 31, 2022, Barrick’s attributable inferred gold resources were 42 million ounces at an average grade of 0.8 g/t, compared to 42 million ounces at an average grade of 1.3 g/t as at December 31, 2021. The overall reduction in grade is due to the addition of Reko Diq. This increase in year-over-year attributable gold mineral resources supports future potential reserve growth.

Copper

As of December 31, 2022 attributable proven and probable copper mineral reserves were 12 billion pounds at an average grade of 0.38%. This is flat relative to the mineral reserves of 12 billion pounds at an average grade of 0.38% in the prior year.

Attributable measured and indicated copper mineral resources were 44 billion pounds at an average grade of 0.39%, and inferred copper mineral resources were 15 billion pounds at an average grade of 0.4% as of December 31, 2022. This compares to prior year attributable measured and indicated copper mineral resources of 24 billion pounds at an average grade of 0.35%, and inferred copper mineral resources of 2.1 billion pounds at an average grade of 0.2%. This growth in total mineral resources is driven by the successful completion of a preliminary economic assessment supporting the Lumwana Super Pit expansion, and the incorporation of Reko Diq following the reconstitution of the project in December 2022. This increase in year-over-year attributable copper mineral resources supports future potential reserve growth.

 

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Assumptions and Methodology

In 2022, all mineral reserves were calculated using an assumed gold price of $1,300 per ounce, an assumed silver price of $18.00 per ounce and an assumed copper price of $3.00 per pound and long-term average exchange rates of C$1.30:$1, all higher relative to the price assumptions used in 2021, except at Zaldívar, where mineral reserves for 2022 and 2021 were calculated using Antofagasta guidance and an assumed copper price of $3.30 per pound and $3.10 per pound, respectively. Reserve estimates incorporate current and/or expected mine plans and cost levels at each property.

The price assumptions used to calculate reserves in 2022 are consistent with those used by Barrick for the assessment of project economics. In confirming its annual reserves for each of its mineral properties, projects, and operations, Barrick conducts a reserve test on December 31 of each year to verify that the future undiscounted cash flow from reserves is positive. The cash flow excludes all sunk costs and only considers future operating and closure expenses as well as any future capital costs.

In 2022, all mineral resources were calculated using an assumed gold price of $1,700 per ounce, an assumed silver price of $21.00 per ounce and an assumed copper price of $3.75 per pound, all higher than the $1,500 per ounce for gold, $20.50 per ounce for silver and $3.50 per pound for copper assumed in 2021 for Barrick-operated assets, except for at Zaldívar, where mineral resources for 2022 and 2021 were calculated using Antofagasta guidance and an assumed copper price of $3.75 per pound and $3.60 per pound, respectively. Barrick’s mineral resources for 2022 continue to be reported on an inclusive basis, incorporating all areas that form mineral reserves. All open pit mineral resources are contained within a Whittle shell, while all underground mineral resources are contained within optimized mineable shapes.

The 2022 mineral reserves and mineral resources are estimated using the combined value of gold, copper and silver. Accordingly, mineral reserves and mineral resources are reported for all assets where copper or silver is produced and sold as a primary product or a by-product. Barrick’s mineral resource and mineral reserve estimates of tonnes, ounces of gold and silver and pounds of copper are reported to the second significant digit. All mineral resources are reported on an inclusive basis and include all areas that form mineral reserves, reported at a mineral resource cut-off and associated commodity price. All measured and indicated mineral resource estimates of grade and all proven and probable mineral reserve estimates of grade for gold (g/t), silver (g/t) and copper (%) are reported to two decimal places, while all inferred mineral resource estimates of grade for gold (g/t), silver (g/t) and copper (%) are reported to one decimal place.

Barrick’s reserves and resources have been estimated as at December 31, 2022, in accordance with definitions and best practice guidelines adopted by the CIM and incorporated into National Instrument 43-101 (see “Glossary of Technical and Business Terms”). Varying cut-off grades have been used depending on the mine, methods of extraction and type of ore contained in the reserves. Mineral resource metal grades and material densities have been estimated using industry-standard methods appropriate for each mineral project with support of various commercially available mining software packages. For the cut-off grades used in the estimation of reserves, see “Notes to the Barrick Mineral Reserves and Resources Tables” below. Barrick’s normal data verification procedures have been employed in connection with the estimations. Sampling, analytical and test data underlying the stated mineral resources and reserves have been verified by employees of Barrick, its joint venture partners or its joint venture operating companies, as applicable, under the supervision of Qualified Persons, and/or independent Qualified Persons (see “Scientific and Technical Information”). Verification procedures include industry-standard quality control practices. Drill samples collected for use in geologic modeling and mineral resource estimation are under the direct supervision of the geology department at each of the Company’s properties and projects. All drill hole collar, survey and assay information used in modeling and resource estimation are manually verified and approved by the staff geologists prior to entry into the mine-wide database. Sample preparation and analyses are conducted by either independent laboratories or the laboratory onsite, in which case independent laboratories are used to verify results. Procedures are

 

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employed to ensure security of samples during their delivery from the drill rig to the laboratory. The quality assurance procedures, data verification and assay protocols used in connection with drilling and sampling at each property and project conform to industry-accepted quality control methods. Regular internal auditing of the mineral reserve and mineral resource estimation processes and procedures are conducted.

Barrick reports its reserves in accordance with National Instrument 43-101, as required by Canadian securities regulatory authorities. Canadian disclosure standards may differ from the disclosure requirements in the United States under the Exchange Act. For further information, see “Reporting Currency, Financial and Reserve Information”.

Although the Company has carefully prepared and verified the mineral reserve figures presented below and elsewhere in this Annual Information Form, such figures are estimates, which are, in part, based on forward-looking information and certain assumptions, and no assurance can be given that the indicated level of mineral will be produced. Barrick’s estimates of proven and probable reserves may have to be recalculated based on actual production experience. Market price fluctuations of gold, copper and silver, as well as increased production costs or reduced recovery rates and other factors, may render the present proven and probable reserves unprofitable to develop at a particular site or sites. See “Risk Factors” and “Forward-Looking Information” for additional details concerning factors and risks that could cause actual results to differ from those set out below.

See “Glossary of Technical and Business Terms” for definitions of the terms “mineral resource”, “inferred mineral resource”, “indicated mineral resource”, “measured mineral resource”, “mineral reserve”, “probable mineral reserve” and “proven mineral reserve”.

 

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            Gold Mineral Reserves1,2,3,12,13,14,15                                                             
  As at December 31, 2022   PROVEN         PROBABLE         TOTAL  
  Based on attributable ounces  

Tonnes

 

(Mt)

   

Grade

 

(g/t)

   

Contained

ozs

 

(Moz)

        

Tonnes

 

(Mt)

   

Grade

 

(g/t)

   

Contained

ozs

 

(Moz)

        

Tonnes

 

(Mt)

   

Grade

 

(g/t)

   

Contained

ozs

 

(Moz)

 

AFRICA AND MIDDLE EAST

                     

Bulyanhulu underground (84.00%)

    2.2       7.16       0.50         11       6.18       2.2         13       6.34       2.7  

Jabal Sayid surface

    0.069       0.34       0.00076                             0.069       0.34       0.00076  

Jabal Sayid underground

    5.8       0.20       0.038         7.5       0.39       0.094         13       0.31       0.13  

Jabal Sayid (50.00%) total

    5.9       0.21       0.039         7.5       0.39       0.094         13       0.31       0.13  

Kibali surface

    5.4       2.07       0.36         15       2.19       1.0         20       2.16       1.4  

Kibali underground

    9.1       4.31       1.3         14       4.15       1.9         23       4.21       3.2  

Kibali (45.00%) total

    14       3.47       1.6         29       3.15       3.0         44       3.26       4.6  

Loulo-Gounkoto surface

    11       2.48       0.89         14       2.78       1.3         25       2.65       2.2  

Loulo-Gounkoto underground

    8.9       4.86       1.4         19       5.04       3.1         28       4.98       4.5  

Loulo-Gounkoto (80.00%) total

    20       3.54       2.3         34       4.08       4.4         54       3.87       6.7  

North Mara surface

    0.25       3.43       0.028         29       2.05       1.9         29       2.06       2.0  

North Mara underground

    0.21       3.68       0.025         9.3       3.42       1.0         9.5       3.43       1.0  

North Mara (84.00%) total

    0.46       3.55       0.053         39       2.38       2.9         39       2.40       3.0  

Tongon surface (89.70%)

    3.9       2.36       0.30           3.9       2.14       0.26           7.8       2.25       0.56  

AFRICA AND MIDDLE EAST TOTAL

    47       3.17       4.8           120       3.24       13           170       3.22       18  

LATIN AMERICA AND ASIA PACIFIC

                     

Norte Abierto surface (50.00%)

    110       0.65       2.4         480       0.59       9.2         600       0.60       12  

Porgera surface4

                        5.0       3.55       0.57         5.0       3.55       0.57  

Porgera underground4

    0.66       6.69       0.14         2.2       7.05       0.51         2.9       6.96       0.65  

Porgera (24.50%) total4

    0.66       6.69       0.14         7.2       4.64       1.1         7.9       4.81       1.2  

Pueblo Viejo surface (60.00%)

    35       2.29       2.6         140       2.16       9.7         170       2.19       12  

Veladero surface (50.00%)

    8.0       0.41       0.11           77       0.74       1.8           85       0.71       1.9  

LATIN AMERICA AND ASIA PACIFIC TOTAL

    160       1.02       5.2           710       0.96       22           870       0.97       27  

NORTH AMERICA

                     

Carlin surface

    9.8       2.48       0.79         63       2.24       4.6         73       2.27       5.4  

Carlin underground

    11       9.27       3.3         6.0       7.90       1.5         17       8.79       4.8  

Carlin (61.50%) total

    21       6.07       4.1         69       2.73       6.1         90       3.50       10  

Cortez surface

    0.76       2.65       0.065         110       0.88       3.0         110       0.90       3.1  

Cortez underground5

    0.60       9.44       0.18         26       7.74       6.4         26       7.78       6.5  

Cortez (61.50%) total

    1.4       5.63       0.25         130       2.22       9.4         130       2.26       9.6  

Hemlo surface

                        18       1.49       0.86         18       1.49       0.86  

Hemlo underground

    0.50       4.93       0.079         4.6       4.87       0.73         5.1       4.88       0.81  

Hemlo (100%) total

    0.50       4.93       0.079         23       2.19       1.6         23       2.25       1.7  

Phoenix surface (61.50%)

    8.5       0.71       0.19         96       0.58       1.8         100       0.59       2.0  

Turquoise Ridge surface

    10       2.29       0.75         0.28       1.38       0.013         11       2.27       0.77  

Turquoise Ridge underground

    10       10.20       3.4         12       9.51       3.8         23       9.82       7.2  

Turquoise Ridge (61.50%) total

    21       6.26       4.1           13       9.33       3.8           33       7.43       8.0  

NORTH AMERICA TOTAL

    52       5.24       8.7           330       2.12       23           380       2.54       31  

    

                                                                               

TOTAL

    260       2.26       19           1,200       1.53       57           1,400       1.67       76  

  See “Notes to the Barrick Mineral Reserves and Resources Tables”

 

- 37 -


            Copper Mineral Reserves1,2,3,7,12,13,15,17                                                             
  As at December 31, 2022   PROVEN         PROBABLE         TOTAL  
  Based on attributable pounds  

Tonnes

 

(Mt)

   

Cu
Grade

 

(%)

   

Contained

Cu

 

(Mlb)

        

Tonnes

 

(Mt)

   

Cu
Grade

 

(%)

   

Contained

Cu

 

(Mlb)

        

Tonnes

 

(Mt)

   

Cu
Grade

 

(%)

   

Contained

Cu

 

(Mlb)

 

AFRICA AND MIDDLE EAST

                     

Bulyanhulu underground (84.00%)

    2.2       0.33       16         11       0.34       84         13       0.34       100  

Jabal Sayid surface

    0.069       2.64       4.0                             0.069       2.64       4.0  

Jabal Sayid underground

    5.8       2.25       290         7.5       2.28       380         13       2.26       670  

Jabal Sayid (50.00%) total

    5.9       2.25       290         7.5       2.28       380         13       2.27       670  

Lumwana surface (100%)

    89       0.51       1000           390       0.59       5,200           480       0.58       6,200  

AFRICA AND MIDDLE EAST TOTAL

    97       0.61       1,300           410       0.62       5,600           510       0.62       7,000  

LATIN AMERICA AND ASIA PACIFIC

                     

Norte Abierto surface (50.00%)

    110       0.19       480         480       0.23       2,400         600       0.22       2,900  

Zaldívar surface (50.00%)

    170       0.44       1600           38       0.31       260           210       0.42       1,900  

LATIN AMERICA AND ASIA PACIFIC TOTAL

    280       0.34       2,100           520       0.23       2,700           810       0.27       4,800  

NORTH AMERICA

                     

Phoenix surface (61.50%)

    11       0.16       40           130       0.16       470           140       0.16       510  

NORTH AMERICA TOTAL

    11       0.16       40           130       0.16       470           140       0.16       510  

    

                                                                               

TOTAL

    390       0.40       3,500           1,100       0.37       8,800           1,500       0.38       12,000  

  See “Notes to the Barrick Mineral Reserves and Resources Tables”

 

            Silver Mineral Reserves1,2,3,7,12,13                                                             
  As at December 31, 2022   PROVEN         PROBABLE         TOTAL  
  Based on attributable ounces  

Tonnes

 

(Mt)

   

Ag
Grade

 

(g/t)

   

Contained

Ag

 

(Moz)

        

Tonnes

 

(Mt)

   

Ag
Grade

 

(g/t)

   

Contained

Ag

 

(Moz)

        

Tonnes

 

(Mt)

   

Ag
Grade

 

(g/t)

   

Contained

Ag

 

(Moz)

 

AFRICA AND MIDDLE EAST

                     

Bulyanhulu underground (84.00%)

    2.2       6.90       0.48           11       5.91       2.1           13       6.07       2.6  

AFRICA AND MIDDLE EAST TOTAL

    2.2       6.90       0.48           11       5.91       2.1           13       6.07       2.6  

LATIN AMERICA AND ASIA PACIFIC

                     

Norte Abierto surface (50.00%)

    110       1.91       7.0         480       1.43       22         600       1.52       29  

Pueblo Viejo surface (60.00%)

    35       12.94       15         140       13.76       62         170       13.60       76  

Veladero surface (50.00%)

    8.0       12.72       3.3           77       14.62       36           85       14.44       39  

LATIN AMERICA AND ASIA PACIFIC TOTAL

    160       4.92       25           700       5.34       120           860       5.26       150  

NORTH AMERICA

                     

Phoenix surface (61.50%)

    8.5       7.46       2.0           96       6.24       19           100       6.34       21  

NORTH AMERICA TOTAL

    8.5       7.46       2.0           96       6.24       19           100       6.34       21  

    

                                                                               

TOTAL

    170       5.07       28           810       5.45       140           980       5.39       170  

  See “Notes to the Barrick Mineral Reserves and Resources Tables”

 

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            Gold Mineral Resources1,2,3,8,9,12                                                                                           
  As at December 31, 2022   MEASURED (M)10           INDICATED (I)10           (M) + (I)10           INFERRED11  

  Based on attributable

  ounces

 

Tonnes

 

(Mt)

   

Grade

 

(g/t)

   

Contained
ozs

 

(Moz)

          

Tonnes

 

(Mt)

   

Grade

 

(g/t)

   

Contained

ozs

 

(Moz)

          

Contained
ozs

 

(Moz)

          

Tonnes

 

(Mt)

   

Grade

 

(g/t)

   

Contained

ozs

 

(Moz)

 

AFRICA AND MIDDLE EAST

                         

Bulyanhulu surface

    0.0029       6.70       0.00062                             0.00062                      

Bulyanhulu underground

    3.3       10.24       1.1         21       5.88       3.9         5.0         17       8.4       4.6  

Bulyanhulu (84.00%) total

    3.3       10.24       1.1         21       5.88       3.9         5.0         17       8.4       4.6  

Jabal Sayid surface

    0.069       0.34       0.00076                             0.00076                      

Jabal Sayid underground

    7.8       0.33       0.083         7.3       0.41       0.097         0.18         1.5       0.6       0.027  

Jabal Sayid (50.00%) total

    7.9       0.33       0.084         7.3       0.41       0.097         0.18         1.5       0.6       0.027  

Kibali surface

    7.4       2.19       0.52         26       2.06       1.7         2.2         4.8       2.1       0.32  

Kibali underground

    12       4.63       1.8         24       3.97       3.1         4.9         8.4       2.9       0.79  

Kibali (45.00%) total

    20       3.70       2.3         50       2.98       4.8         7.1         13       2.6       1.1  

Loulo-Gounkoto surface

    12       2.49       0.97         16       2.90       1.5         2.4         6.5       1.9       0.38  

Loulo-Gounkoto underground

    17       4.39       2.5         28       4.63       4.2         6.7         16       2.9       1.5  

Loulo-Gounkoto (80.00%) total

    30       3.61       3.4         44       4.02       5.7         9.1         22       2.6       1.9  

North Mara surface

    18       2.25       1.3         23       1.79       1.3         2.6         4.1       1.4       0.19  

North Mara underground

    0.77       2.28       0.057         28       2.21       2.0         2.0         15       1.6       0.75  

North Mara (84.00%) total

    18       2.25       1.3         50       2.02       3.3         4.6         19       1.6       0.93  

Tongon surface (89.70%)

    4.5       2.57       0.37               5.3       2.32       0.40               0.77               0.82       2.5       0.064  

AFRICA AND MIDDLE EAST TOTAL

    83       3.23       8.7               180       3.18       18               27               73       3.7       8.6  

LATIN AMERICA AND ASIA PACIFIC

                         

Alturas surface (100%)

                                                    180       0.9       5.4  

Norte Abierto surface (50.00%)

    190       0.63       3.9         1,100       0.53       19         22         370       0.4       4.4  

Pascua Lama surface (100%)

    43       1.86       2.6         390       1.49       19         21         15       1.7       0.86  

Porgera surface4

    0.39       3.98       0.049         14       2.78       1.3         1.3         6.1       2.2       0.43  

Porgera underground4

    0.99       6.16       0.20         5.0       6.04       0.97         1.2         1.8       6.6       0.39  

Porgera (24.50%) total4

    1.4       5.55       0.25         19       3.62       2.3         2.5         8.0       3.2       0.82  

Pueblo Viejo surface (60.00%)

    46       2.08       3.1         190       1.99       12         15         4.6       1.8       0.26  

Reko Diq surface (50.00%)6

                        1,800       0.26       15         15         570       0.2       3.7  

Veladero surface (50.00%)

    9.1       0.40       0.12               120       0.71       2.6               2.8               14       0.6       0.27  

LATIN AMERICA AND ASIA PACIFIC TOTAL

    290       1.06       9.9               3,600       0.60       69               79               1200       0.4       16  

  See “Notes to the Barrick Mineral Reserves and Resources Tables”

 

- 39 -


            Gold Mineral Resources1,2,3,8,9,12                                                                                           
  As at December 31, 2022   MEASURED (M)10           INDICATED (I)10           (M) + (I)10           INFERRED11  

  Based on attributable

  ounces

 

Tonnes

 

(Mt)

   

Grade

 

(g/t)

   

Contained
ozs

 

(Moz)

          

Tonnes

 

(Mt)

   

Grade

 

(g/t)

   

Contained
ozs

 

(Moz)

          

Contained
ozs

 

(Moz)

          

Tonnes

 

(Mt)

   

Grade

 

(g/t)

   

Contained
ozs

 

(Moz)

 

NORTH AMERICA

                         

Carlin surface

    29       2.18       2.0         140       1.94       8.5         11         60       1.2       2.4  

Carlin underground

    24       7.80       5.9         13       6.74       2.7         8.7         13       7.3       3.2  

Carlin (61.50%) total

    53       4.69       8.0         150       2.35       11         19         73       2.3       5.5  

Cortez surface

    0.99       2.78       0.089         160       0.87       4.4         4.5         110       0.4       1.5  

Cortez underground5

    1.3       7.66       0.32         37       6.87       8.3         8.6         15       5.9       2.9  

Cortez (61.50%) total

    2.3       5.53       0.40         190       2.02       13         13         130       1.1       4.4  

Donlin surface (50.00%)

    3.9       2.52       0.31         270       2.24       19         20         46       2.0       3.0  

Fourmile underground (100%)

                        1.5       10.01       0.49         0.49         7.8       10.5       2.7  

Hemlo surface

                        42       1.40       1.9         1.9         2.4       1.0       0.079  

Hemlo underground

    0.72       5.11       0.12         11       4.80       1.6         1.8         3.0       5.1       0.50  

Hemlo (100%) total

    0.72       5.11       0.12         52       2.09       3.5         3.6         5.4       3.3       0.58  

Long Canyon surface

    0.30       3.53       0.034         4.9       2.56       0.41         0.44         1.1       0.9       0.029  

Long Canyon underground

                        1.1       10.68       0.38         0.38         0.53       9.1       0.16  

Long Canyon (61.50%) total

    0.30       3.53       0.034         6.1       4.05       0.79         0.82         1.6       3.6       0.18  

Phoenix surface (61.50%)

    12       0.64       0.25         230       0.50       3.6         3.9         30       0.3       0.32  

Turquoise Ridge surface

    24       2.14       1.6         21       2.07       1.4         3.0         6.7       1.7       0.37  

Turquoise Ridge underground

    13       9.49       3.9         19       8.51       5.3         9.2         1.9       6.9       0.42  

Turquoise Ridge (61.50%) total

    36       4.72       5.5               40       5.19       6.6               12               8.6       2.9       0.79  

NORTH AMERICA TOTAL

    110       4.18       15               940       1.93       58               73               300       1.8       17  

    

                                                                                                       

TOTAL

    480       2.13       33               4,700       0.96       150               180               1,500       0.8       42  

  See “Notes to the Barrick Mineral Reserves and Resources Tables”

 

- 40 -


            Copper Mineral Resources1,3,7,8,9,12  
  As at December 31, 2022   MEASURED (M)10           INDICATED (I)10           (M) + (I)10           INFERRED11  

  Based on attributable

  pounds

 

Tonnes

 

(Mt)

   

Grade

 

(%)

   

Contained
lbs

 

(Mlb)

          

Tonnes

 

(Mt)

   

Grade

 

(%)

   

Contained
lbs

 

(Mlb)

          

Contained lbs

 

(Mlb)

          

Tonnes

 

(Mt)

   

Grade

 

(%)

   

Contained
lbs

 

(Mlb)

 

AFRICA AND MIDDLE EAST

                         

Bulyanhulu surface

    0.0029       0.32       0.021                         0.021                      

Bulyanhulu underground

    3.3       0.44       32         21       0.31       140         170         17       0.4       130  

Bulyanhulu (84.00%) total

    3.3       0.44       32         21       0.31       140         170         17       0.4       130  

Jabal Sayid surface

    0.069       2.64       4.0                         4.0                      

Jabal Sayid underground

    7.8       2.6       450         7.3       2.36       380         830         1.5       1.3       44  

Jabal Sayid (50.00%) total

    7.9       2.6       450         7.3       2.36       380         830         1.5       1.3       44  

Lumwana surface (100%)

    140       0.48       1,500               960       0.55       12,000               13,000               820       0.5       8700  

AFRICA AND MIDDLE EAST TOTAL

    150       0.59       2,000               990       0.56       12,000               14,000               840       0.5       8,900  

LATIN AMERICA AND ASIA PACIFIC

                         

Norte Abierto surface (50.00%)

    170       0.21       790         1,000       0.21       4,700         5,500         360       0.2       1,400  

Reko Diq surface (50.00%)6

                        1,900       0.44       18,000         18,000         590       0.4       4,600  

Zaldívar surface (50.00%)

    360       0.40       3,200               200       0.37       1,600               4,800               20       0.4       160  

LATIN AMERICA AND ASIA PACIFIC TOTAL

    530       0.34       4,000               3,100       0.36       25,000               29,000               970       0.3       6,200  

NORTH AMERICA

                         

Phoenix surface (61.50%)

    15       0.15       52               320       0.15       1,000               1,100               32       0.1       93  

NORTH AMERICA TOTAL

    15       0.15       52               320       0.15       1,000               1,100               32       0.1       93  

    

                                                                                                       

TOTAL

    700       0.39       6,000               4,500       0.39       38,000               44,000               1,800       0.4       15,000  

  See “Notes to the Barrick Mineral Reserves and Resources Tables”

 

- 41 -


            Silver Mineral Resources1,3,7,8,9,12,13  
  As at December 31, 2022   MEASURED (M)10           INDICATED (I)10           (M) + (I)10           INFERRED11  

  Based on attributable

  ounces

 

Tonnes

 

(Mt)

   

Ag
Grade

 

(g/t)

   

Contained
Ag

 

(Moz)

          

Tonnes

 

(Mt)

   

Ag

Grade

 

(g/t)

   

Contained
Ag

 

(Moz)

          

Contained Ag

 

(Moz)

          

Tonnes

 

(Mt)

   

Ag

Grade

 

(g/t)

   

Contained
Ag

 

(Moz)

 

AFRICA AND MIDDLE EAST

                         

Bulyanhulu surface

    0.0029       7.00       0.00065                             0.00065                      

Bulyanhulu underground

    3.3       8.52       0.90         21       5.54       3.7         4.6         17       6.4       3.4  

Bulyanhulu (84.00%) total

    3.3       8.52       0.90               21       5.54       3.7               4.6               17       6.2       3.4  

AFRICA AND MIDDLE EAST TOTAL

    3.3       8.52       0.90               21       5.54       3.7               4.6               17       6.2       3.4  

LATIN AMERICA AND ASIA PACIFIC

                         

Norte Abierto surface (50.00%)

    190       1.62       10         1,100       1.23       43         53         370       1.0       11  

Pascua-Lama surface (100%)

    43       57.21       79         390       52.22       660         740         15       17.8       8.8  

Pueblo Viejo surface (60.00%)

    46       11.69       17         190       12.32       75         92         4.6       10.5       1.5  

Veladero surface (50.00%)

    9.1       11.39       3.3               120       14.42       54               57               14       14.3       6.3  

LATIN AMERICA AND ASIA PACIFIC TOTAL

    290       11.73       110               1,800       14.51       830               940               400       2.2       28  

NORTH AMERICA

                         

Phoenix surface (61.50%)

    12       6.80       2.7               230       5.79       42               45               30       5.6       5.4  

NORTH AMERICA TOTAL

    12       6.80       2.7               230       5.79       42               45               30       5.6       5.4  

    

                                                                                                       

TOTAL

    310       11.50       110               2,000       13.44       880               990               450       2.5       37  

  See “Notes to the Barrick Mineral Reserves and Resources Tables”

 

- 42 -


GLOBAL PROVEN & PROBABLE MINERAL RESERVE RECONCILIATION (gold, millions of ozs) 1,2,3,13,14,15,16

 

Global Attributable

Contained Metal

  

    2021 Barrick    

Total P&P
Mineral

Reserve

    

    Acquisition/    

Disposal

    

    Depletion (As    

of Year End)

   

Net

  Conversion  

   

    2022 Barrick    

Total P&P

Mineral

Reserve

 

Bulyanhulu (84%)

     2.5               (0.22     0.42       2.7  

Carlin (61.5%) 5

     11               (1.3     (0.058     10  

Cortez (61.5%) 6

     8.8               (0.49     1.3       9.6  

Hemlo (100%)

     1.1               (0.14     0.74       1.7  

Jabal Sayid (50%)

     0.11               (0.011     0.033       0.13  

Kibali (45%)

     4.3               (0.38     0.62       4.6  

Long Canyon (61.5%)

     0.023               (0.023            

Loulo Gounkoto (80%)

     6.7               (0.57     0.58       6.7  

Norte Abierto (50%)

     12                           12  

North Mara (84%)

     2.8               (0.27     0.44       3  

Phoenix (61.5%)

     2.0               (0.13     0.093       2  

Porgera (24.5%) 4

     1.2                     (0.0013     1.2  

Pueblo Viejo (60%)

     5.4               (0.49     7.4       12  

Tongon (89.7%)

     0.47               (0.19     0.28       0.56  

Turquoise Ridge (61.5%)

     8.6               (0.35     (0.26     8  

Veladero (50%)

     2.2               (0.26     (0.058     1.9  

Grand Total

     69               (4.8     12       76  

See “Notes to the Barrick Mineral Reserves and Resources Tables”.

GLOBAL PROVEN & PROBABLE MINERAL RESERVE RECONCILIATION (copper, millions of lbs) 1,2,3,7,8,9,10, 13,15,16,17

 

Global Attributable

Contained Metal

  

    2021 Barrick    

Total P&P
Mineral

Reserve

    

    Acquisition/    

Disposal

    

  Depletion (As  

of Year End)

   

Net

  Conversion  

   

    2022 Barrick    

Total P&P
Mineral

Reserve

 

Bulyanhulu (84%)

     82               (6.3     24       100  

Jabal Sayid (50%)

     650               (78     96       670  

Lumwana (100%)

     6,000               (310     530       6,200  

Norte Abierto (50%)

     2,900                           2,900  

Phoenix (61.5%)

     510               (26     26       510  

Zaldívar (50%)

     2,100               (210     (33     1,900  

Grand Total

     12,000               (620     640       12,000  

See “Notes to the Barrick Mineral Reserves and Resources Tables”.

 

- 43 -


Notes to the Barrick Mineral Reserves and Resources Tables

 

1.

Mineral reserves and mineral resources have been estimated as at December 31, 2022 (unless otherwise noted) in accordance with National Instrument 43-101 as required by Canadian securities regulatory authorities. For United States reporting purposes, the SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act. The SEC Modernization Rules became effective February 25, 2019 with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which was rescinded from and after the required compliance date of the SEC Modernization Rules. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured”, “indicated” and “inferred” mineral resources. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding CIM definitions, as required by National Instrument 43-101. Under the MJDS, Barrick is permitted to use its Canadian disclosures, including its reserve and resource disclosures pursuant to National Instrument 43-101, to satisfy certain United States periodic reporting obligations. As a result, Barrick does not report its reserves and resources under the SEC Modernization Rules, and as such, Barrick’s mineral reserve and mineral resource disclosure may not be directly comparable to the disclosures made by domestic United States issuers or non-domestic United States issuers that do not rely on MJDS. U.S. investors should understand that “inferred” mineral resources have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. In addition, U.S. investors are cautioned not to assume that any part or all of Barrick’s mineral resources constitute or will be converted into reserves. Mineral resource and mineral reserve estimations have been prepared by employees of Barrick, its joint venture partners or its joint venture operating companies, as applicable, under the supervision of Richard Peattie, Africa & Middle East Mineral Resource Manager; Chad Yuhasz, Latin America & Asia Pacific Mineral Resource Manager; and Craig Fiddes, SME-RM, Lead, Resource Modeling, Nevada Gold Mines and reviewed by Simon Bottoms, Barrick’s Mineral Resource Management and Evaluation Executive. For 2022, reserves have been estimated based on an assumed gold price of US$1,300 per ounce, an assumed silver price of US$18.00 per ounce, and an assumed copper price of US$3.00 per pound and long-term average exchange rates of 1.30 CAD/US$, except at Zaldívar, where mineral reserves for 2022 were calculated using Antofagasta guidance and an assumed copper price of US$3.30 per pound. The Zaldívar joint venture is operated by Antofagasta. Subsequent to the publication of Barrick’s press release of February 9, 2023, entitled “Focus on Tier One Assets Delivers Significant Increase in Resources and Reserves, Underpinning Industry-Leading Production Profile Growth” Antofagasta updated their assumed copper price for 2022 reserves from US$3.10 per pound to US$3.30 per pound, which does not change Barrick’s 2022 reserves and resources estimates for the joint venture as originally disclosed on February 9, 2023 and set forth in the tables above. For 2021, reserves were estimated based on an assumed gold price of US$1,200 per ounce, an assumed silver price of US$16.50 per ounce, and an assumed copper price of US$2.75 per pound and long-term average exchange rates of 1.30 CAD/US$, except at Zaldívar, where mineral reserves for 2021 were calculated using Antofagasta guidance and an assumed copper price of $3.10 per pound. Reserve estimates incorporate current and/or expected mine plans and cost levels at each property. Varying cut-off grades have been used depending on the mine and type of ore contained in the reserves. Barrick’s normal data verification procedures have been employed in connection with the calculations. Verification procedures include industry-standard quality control practices. Resources as at December 31, 2022 have been estimated using varying cut-off grades, depending on both the type of mine or project, its maturity and ore types at each property. All figures are presented on an attributable basis to Barrick. An assumed gold price of US$1,700 per ounce, an assumed silver price of US$21.00 per ounce and an assumed copper price of US$3.75 per pound, all higher relative to the price assumptions used in 2021, have been used in estimating resources, except at Zaldívar, where mineral resources for 2022 and 2021 were calculated using Antofagasta guidance and an assumed copper price of US$3.75 and US$3.60 per pound, respectively.

2.

In confirming the annual reserves for each of the Company’s mineral properties, projects, and operations, Barrick conducts a reserve test on December 31 of each year to verify that the future undiscounted cash flow from reserves is positive. The cash flow ignores all sunk costs and only considers future operating and closure expenses as well as any future capital costs.

3.

All mineral resource and mineral reserve estimates of tonnes, ounces of gold and silver and pounds of copper are reported to the second significant digit.

4.

Porgera mineral reserves and mineral resources are reported on a 24.5% interest basis, reflecting Barrick’s expected ownership interest following the implementation of the binding Commencement Agreement entered into by Barrick Niugini Limited (“BNL”), its affiliate Porgera (Jersey) Limited, the Government of Papua New Guinea (“PNG”), Kumul Minerals Holdings Limited, a state-owned mining company, and Mineral Resources Enga Limited, effective February 3, 2022. The Commencement Agreement replaced the Framework Agreement signed in April 2021 and provides, among other things, for ownership of Porgera to be held in a new joint venture owned 51% by PNG stakeholders and 49% by BNL or an affiliate. BNL is jointly owned on a 50/50 basis by Barrick and Zijin Mining Group and will retain operatorship of the mine under the terms of the Commencement Agreement. Efforts are ongoing to execute definitive agreements to implement the Commencement Agreement and finalize a timeline for the reopening of the Porgera mine and resumption of full mine operations. For additional information, see “Legal Proceedings - Porgera Special Mining Lease”.

5.

Cortez underground includes 21 million tonnes at 7.27 g/t for 4.9 million ounces of probable reserves, 29 million tonnes at 6.49 g/t for 6.1 million ounces of indicated resources and 15 million tonnes at 5.9 g/t for 2.8 million ounces of inferred resources related to Goldrush. As noted in endnote 9, mineral resources are reported on an inclusive basis.

6.

Reko Diq mineral resources are reported on a 50% interest basis, reflecting Barrick’s ownership interest following the completion of the transaction allowing for the reconstitution of the project on December 15, 2022. This completed the process that began earlier in 2022 following the conclusion of a framework agreement among the Governments of Pakistan and Balochistan province, Barrick and Antofagasta plc, which provided a path for the development of the project under a reconstituted structure. The reconstituted project is held 50% by Barrick and 50% by Pakistani stakeholders. Barrick is the operator of the project.

7.

2022 polymetallic mineral resources and mineral reserves are estimated using the combined value of gold, copper and silver and accordingly are reported as Gold, Copper & Silver mineral resources and mineral reserves.

8.

Mineral resources which are not mineral reserves do not have demonstrated economic viability.

9.

Mineral resources are reported on an inclusive basis and include all areas that form mineral reserves, reported at a mineral resource cut-off and associated commodity price.

 

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10.

All measured and indicated mineral resource estimates of grade and all proven and probable mineral reserve estimates of grade for gold, silver and copper are reported to two decimal places.

11.

All inferred mineral resource estimates of grade for gold, silver, and copper are reported to one decimal place.

12.

Grade represents an average, weighted by reference to tonnes of mineralization where several recovery processes apply.

13.

Ounces or pounds, as applicable, estimated to be present in the tonnes of mineralization which would be mined and processed. Mill recovery rates have not been applied in calculating the contained ounces or pounds.

14.

Gold mineral reserves as at December 31, 2022 include stockpile material totaling approximately 120 million tonnes, containing approximately 7.9 million ounces. Properties at which stockpile material exceeds 30,000 ounces or represents more than 5% of the reported gold reserves are as follows:

 

                                                                                                                       
Stockpiles 1,2

  Property

  

  Tonnes 3  

(Mt)

  

  Grade 10  

(g/t)

  

  Contained Ounces 3  

(Moz)

Loulo Gounkoto (80%)

   6.5    1.77    0.37

Tongon (89.7%)

   1.3    1.15    0.047

North Mara (84%) 12

   11    1.11    0.38

Phoenix (61.5%) 7

   2.9    0.84    0.079

Carlin (61.5%)

   25    2.47    2

Cortez (61.5%)

   1.7    2.86    0.16

Turquoise Ridge (61.5%)

   10    2.29    0.75

Pueblo Viejo (60%) 7

   57    2.17    4.0

Veladero (50%) 7

   7.4    0.37    0.088

 

15.

The metallurgical recovery applicable at each property and the cut-off grades used to determine mineral reserves as at December 31, 2022 are as follows:

 

Gold Mine   

Metallurgical Recovery

(%)

  

Cut-off Grade (COG)

(g/t)

Kibali (45%)

   80.0 to 90.9    0.68 to 1.96

Loulo Gounkoto (80%)

   77.9 to 93.0    0.49 to 2.70

Tongon (89.7%)

   79.0 to 96.0    0.63 to 0.88

Bulyanhulu (84%)

   87.0 to 90.0   

Revenue COG based on all three

metals (Au, Ag and Cu)

North Mara (84%)

   82.2 to 94.0    0.42 to 2.17

Hemlo (100%)

   92.5 to 93.7    0.38 to 2.92

Phoenix (61.5%)

   66.4 to 70.2 Au   

Revenue COG based on all

three metals (Au, Ag and Cu)

Carlin (61.5%)

   53.2 to 90.4    0.21 to 8.24

Cortez (61.5%)

   62.0 to 91.0    0.17 to 5.42

Turquoise Ridge (61.5%)

   55.5 to 89.1    0.17 to 6.58

Norte Abierto (50%)

   74.4   

Revenue COG based on all

three metals (Au, Ag and Cu)

Pueblo Viejo (60%)

   79.2 to 90.0   

Revenue COG based on all

three metals (Au, Ag and Cu)

Veladero (50%)

   67.2 to 74.4    0.26 to 0.39

Porgera (24.5%)

   90.0 to 92.9    0.67 to 3.70
Copper Mine   

Metallurgical Recovery

(%)

  

Cut-off Grade (COG)

(%)

Lumwana (100%)

   46.4 to 95.0    0.12% to 0.27%

Jabal Sayid (50%)

   79.3 to 93.7   

Revenue COG based on all three

metals (Au, Ag and Cu)

Phoenix (61.5%)

   47.0 to 71.3   

Revenue COG based on all

three metals (Au, Ag and Cu)

Zaldívar (50%)

   41.0 to 82.8    0.18% to 0.66%

 

16.

Totals may not sum due to rounding.

17.

Copper mineral reserves as at December 31, 2022 include stockpile material totaling approximately 57 million tonnes containing approximately 370 million pounds of copper. Properties at which stockpile material exceeds 10 million pounds of copper or represents more than 5% of the reported copper reserves are as follows:

 

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Stockpiles 1,2
        Property   

    Tonnes3    

 

(Mt)

  

        Cu        
Grade 10

 

(%)

  

      Contained      
Copper3

 

(Mlb)

        Lumwana (100%)    20    0.32    140
        Phoenix (61.5%)    5.2    0.16    18
        Zaldívar (50%)    32    0.29    200

 

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Marketing and Distribution

Gold

Gold can be readily sold on numerous markets throughout the world and it is not difficult to ascertain its market price at any particular time. Benchmark prices are generally based on the London gold market quotations. Gold bullion is held as an asset class for a variety of reasons, including as a store of value and a safeguard against the collapse of paper assets such as stocks, bonds and other financial instruments that are traded in fiat currencies not exchangeable into gold (at a fixed rate) under a “gold standard”, as a hedge against future inflation and for portfolio diversification. Governments, central banks and other official institutions hold significant quantities of gold as a component of exchange reserves. Since there are a large number of available gold purchasers, Barrick is not dependent upon the sale of gold to any one customer.

During 2022, the gold price ranged from $1,615 per ounce to a high of $2,070 per ounce. The average market price for the year of $1,800 per ounce represented an all-time annual high and a slight increase compared to the 2021 annual average of $1,799 per ounce. During the year, the gold price remained strong as a result of geopolitical tensions, including the invasion of Ukraine by Russia, global economic uncertainty, and the impact of inflation, tempered by a strengthening of the trade-weighted U.S. dollar and a reduction in total global gold exchange-traded fund holdings. Subsequent to year end, gold has traded at an average price greater than 2022’s record annual average price of $1,800 per ounce, as the trade-weighted US dollar has remained below its prior year peak and central banks have been net purchases of gold as a store of value and a form of reserve diversification. For additional information, see “Risk Factors – Diseases and epidemics (such as Covid-19) may adversely impact Barrick’s business”, “Risk Factors – Inflation”, “Risk Factors – The Company may be affected by global supply chain disruptions” and “Risk Factors – Global financial conditions”.

Barrick’s gold is refined to market delivery standards by several refiners throughout the world. The gold is sold to various gold bullion dealers or to refiners at market prices. Certain of Barrick’s operations also produce gold concentrate, which is sold to various smelters. The Company believes that, because of the availability of alternative smelters or refiners, no material adverse effect would result if the Company lost the services of any of its current smelters or refiners.

Product fabrication and bullion investment are two principal sources of gold demand. The introduction of more readily accessible and liquid gold investment vehicles has further facilitated investment in gold. Within the fabrication category, there are a wide variety of end uses, the largest of which is the manufacture of jewelry. Other fabrication purposes include official coins, electronics, miscellaneous industrial and decorative uses, dentistry, medals and medallions.

Copper

Copper is a metal with inherent characteristics of excellent electrical conductivity, heat transfer, and resistance to corrosion. Copper is used principally in telecommunications, power infrastructure, automobiles, construction and consumer durables. Copper is primarily traded on the London Metal Exchange (“LME”), the New York Commodity Exchange and the Shanghai Futures Exchange. The price of copper as reported on these exchanges is influenced by numerous factors, including: (i) the worldwide balance of copper demand and supply; (ii) rates of global economic growth, including in China, which has become the largest consumer of refined copper in the world; (iii) speculative investment positions in copper and copper futures; (iv) the availability and cost of substitute materials; and (v) currency exchange fluctuations, including the relative strength of the U.S. dollar.

The copper market is volatile and cyclical. Over the last 15 years, LME prices per pound have ranged from a low of $1.28 to a high of $4.92, reached in March 2022. During 2022, LME copper prices traded in a wide range of $3.15 per pound to an all-time high of $4.92 per pound, averaged $3.99 per pound, down

 

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6% from the all-time high of $4.23 per pound reached in 2021, and closed the year at $3.80 per pound. Copper prices are significantly influenced by physical demand from emerging markets, especially China. Copper prices fell to four-year lows in March 2020 due to initial concerns and near-term economic impacts from the spread of Covid-19, but subsequently rose to all-time highs in March 2022 as a result of growth in economic activity led by the distribution of vaccines for Covid-19, low global stockpile levels, and the expected impact of global financial stimulus measures before moderating over the remainder of the year as a result of a strengthening trade-weighted U.S. dollar and lockdowns in China. Subsequent to year end, copper has traded at an average price greater than 2022’s annual average price of $3.99 per pound, as the trade-weighted US dollar has remained below its prior year peak and the global economy and manufacturing activity, particularly in China, continues to recover from Covid-19 related disruptions. For additional information, see “Risk Factors – Diseases and epidemics (such as Covid-19) may adversely impact Barrick’s business”, “Risk Factors – Inflation”, “Risk Factors – The Company may be affected by global supply chain disruptions” and “Risk Factors – Global financial conditions”.

As at December 31, 2022, the Company had no copper derivative contracts in place. As a result, all of Barrick’s copper production is currently subject to market prices.

At the Zaldívar mine, copper cathode is sold to copper product manufacturers and copper traders, while concentrate is sold to a local smelter in Chile. At the Lumwana mine, copper concentrate is sold to Zambian smelters. At the Jabal Sayid mine, copper concentrate is sold to third party smelters and copper traders. Since there are a large number of available copper cathode and copper concentrate purchasers, Barrick is not dependent upon the sale of copper to any one customer.

Employees and Labor Relations

As at December 31, 2022, excluding contractors, Barrick employed approximately 23,000 employees worldwide, including employees at operations jointly owned and operated by Barrick, substantially all of whom are employed in Canada, the United States, Argentina, Chile, Côte d’Ivoire, the Dominican Republic, the DRC, Mali, Papua New Guinea, Peru, Saudi Arabia, Tanzania and Zambia, and approximately 31,000 contractors. The number of employees represented by a labor union or covered by collective bargaining agreements at the Company’s operations is approximately 9,900.

Specialized knowledge and experience are required of employees in the mining industry. Barrick has the necessary skilled employees and/or contractors to conduct its operations. Certain Barrick mines may be adversely impacted if increased demands from its employees lead to work stoppages or the Company is unable to retain a sufficient number of qualified employees for such operations (see “Employee relations” and “Competition” in “Risk Factors”).

Competition

The Company competes with other mining and exploration companies in connection with the acquisition of mining claims and leases and in connection with the recruitment and retention of highly skilled and experienced employees (see “Employees and Labor Relations” above).

There is significant competition for mining claims and leases and, as a result, the Company may be unable to acquire attractive assets on terms it considers acceptable.

Sustainability

Sustainability is entrenched in Barrick’s DNA: the Company’s sustainability strategy is its business plan. Barrick’s approach to sustainability is integrated and holistic; sustainability aspects and impacts do not occur in silos, but rather overlap and interlink, and must be tackled in conjunction with, and in reference to, each other. The Company refers to this approach as Holistic and Integrated Sustainability Management. Although Barrick integrates its sustainability management, Barrick discusses its sustainability strategy within four overarching pillars: (1) respecting human rights; (2) protecting the health

 

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and safety of its people and local communities; (3) sharing the benefits of its operations; and (4) managing its impacts on the environment. The heart of Barrick’s sustainability philosophy is a resolute belief that a successful business, and particularly a modern mining company, must deliver value for all stakeholders, and proactively manage its impacts on the environment. That is why Barrick’s sustainability vision is to create long-term value for all its stakeholders. Barrick does this by: integrating environmental, social and economic considerations into all business decisions; developing trust-based, two-way partnerships with its host governments and local communities; and engaging openly with all stakeholders.

The bedrock of Barrick’s sustainability strategy is strong governance. The Company’s most senior management-level body dedicated to sustainability is the Environmental and Social Oversight Committee (“E&S Committee”), which connects site-level ownership of the sustainability strategy with the leadership of the Group. The E&S Committee is chaired by the President and Chief Executive Officer and includes: (1) regional Chief Operating Officers; (2) minesite General Managers; (3) Health, Safety, Environment and Closure Leads; (4) the Group Sustainability Executive; (5) in-house legal counsel; and (6) an independent sustainability consultant in an advisory role. The E&S Committee meets on a quarterly basis to review the Company’s performance across a range of key performance indicators, and to provide independent oversight and review of sustainability management. The E&S Committee meetings also include an environmental and social licence to operate-focused site visit completed by the independent consultant at one of Barrick’s Tier One Gold Assets on a quarterly basis.

The President and Chief Executive Officer reviews the reports of the E&S Committee with the Board’s Environmental, Social, Governance & Nominating Committee (“ESG & Nominating Committee”), formerly known as the Corporate Governance & Nominating Committee, to oversee the policies and Barrick’s performance against key environmental, health and safety and community development metrics. The change to this Committee’s name was approved by the Board on February 15, 2022, to better reflect the critical role this Committee plays in overseeing Barrick’s sustainability performance. The reports are reviewed to ensure the implementation of the Company’s sustainability policies and to drive performance of its environmental, health and safety, corporate social responsibility, and human rights programs. The quarterly E&S Committee meetings are supplemented by weekly meetings between the Regional Sustainability Leads and the Group Sustainability Executive. These meetings examine the sustainability-related risks and opportunities facing the Company in real time, including climate-related risks (e.g., extreme weather events including reduced rainfall and droughts, tropical storms, flooding risks and extreme temperatures), as well as the progress and issues integrated into weekly Executive Committee review meetings.

Barrick believes the business is where the mine is. For management of sustainability, this means that sustainability is driven at an operational level and the Company’s sustainability strategy is implemented by blending top-down accountability with bottom-up responsibility. Accordingly, Barrick places the day-to-day ownership of sustainability, and the associated risks and opportunities, in the hands of individual sites. In the same way that each site must manage its geological, operational and technical capabilities to meet business objectives, it must also manage and identify programs, metrics, and targets that measure progress and deliver real value for the business and its stakeholders, including host countries and local communities. The Group Sustainability Executive, supported by regional sustainability leads, provides oversight and direction over this site-level ownership, to ensure alignment with the strategic priorities of the overall business.

Barrick’s 2019 Sustainability Report, published in April 2020, introduced a Sustainability Scorecard to address the challenge presented by the ever-increasing number of disclosures, tools and metrics used to score a company’s performance. The Sustainability Scorecard, which was a first for the industry, sets out what Barrick believes are the sustainability issues most relevant to Barrick’s business and the industry, and aligns with the Company’s sustainability strategy. The Sustainability Scorecard ranks Barrick against its peers and internal metrics across priority environmental, social and governance (“ESG”) areas: Health and Safety; Social and Economic Development; Human Rights; the Environment; and Governance. Barrick’s performance in these areas is then aggregated into an overall score. The Company’s motivation for developing the Sustainability Scorecard was to both transparently disclose to external stakeholders

 

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what Barrick viewed as the most important ESG metrics in the industry and its performance against them, while also driving internal improvement at a regional and site level. As the Company strives for ongoing strong performance and continuous improvement, the Sustainability Scorecard targets and metrics are updated annually. In 2022, Barrick continued to track its progress against the Sustainability Scorecard and its performance accounts for 25% of the long-term incentive awards for senior leaders in 2022 under the Barrick Partnership Plan. The E&S Committee tracks the Company’s progress against all metrics.

Overall, Barrick has worked diligently to try to improve its numerical score on the Sustainability Scorecard. For 2022, a B grade was assessed, unchanged from 2021 (on a scale where A represents top performance and E represents bottom performance). In particular, Barrick has demonstrated climate change leadership and continues to make meaningful progress towards achieving its 2030 and 2050 GHG emissions reduction targets. Barrick is also making meaningful progress towards the implementation of Global Industry Standard on Tailings Management (“GISTM”), RGMP+ (defined below), and the Biodiversity Action Plan (“BAP”) commitments across the Company’s sites, as described further below. Despite Barrick’s notable progress towards achieving its sustainability vision, the Company’s safety performance in 2022 did not meet its high standards and Barrick is saddened by the five fatalities recorded for the year. Barrick has zero tolerance for fatalities and therefore any fatality is unacceptable and a strong reminder that the Company still has work to do to achieve its goal of a zero harm workplace. The full results of the 2022 Sustainability Scorecard, and updated metrics and targets for 2023, will be disclosed in Barrick’s 2022 Sustainability Report, which is expected to be published in April 2023.

In 2022, Barrick continued to invest in partnerships with host governments and local communities. This included additional Covid-19 vaccination-focused efforts, alongside the regular community development investments, such as agribusiness and market garden opportunities, scholarship and educational programs, and the construction of potable water supply systems. See “Social, Community and Economic Development” below.

In 2022, Barrick continued to implement its global human rights compliance program, which is aligned with the UN Guiding Principles on Business and Human Rights. Since 2012, human rights assessments have been conducted at high and medium risk Barrick operations and projects. Higher risk sites or sites where particular concerns are identified are assessed more frequently. Barrick also continues to invest in its global human rights training program at all mines and projects operated by the Company on a risk-tiered basis. During 2022, independent human rights assessments and training were provided to security personnel at its operations at Veladero in Argentina, Tongon in Côte d’Ivoire and Lumwana in Zambia. Barrick continues to submit and publish its annual reports to the Voluntary Principles on Security and Human Rights (“VPSHR”) Plenary. The 2022 VPSHR Plenary Annual Report will be submitted in April 2023 and will be made available on the Voluntary Principles Initiative website. These and other efforts which emphasize transparency, dialogue and relationship-building reinforce Barrick’s commitment to respecting human rights wherever the Company operates.

In May 2022, Barrick completed an amendment and restatement of the Company’s undrawn $3.0 billion revolving credit facility, including an extension of the termination date by one year to May 2027, replacement of LIBOR with SOFR as the reference rate for floating interest on any US dollar funds drawn (currently nil), and the establishment of sustainability-linked metrics. The sustainability-linked metrics incorporated into the revolving credit facility consist of annual environmental and social performance targets directly influenced by Barrick’s actions, rather than based on external ratings. The performance targets include Scope 1 and Scope 2 greenhouse gas emissions intensity, water use efficiency (reuse and recycling rates), and the TRIFR. Barrick may incur positive or negative pricing adjustments on drawn credit spreads and standby fees based on its sustainability performance versus the targets that have been set.

In the fourth quarter of 2022, Barrick hosted its Annual Roundtable, during which it discussed Barrick’s sustainability vision, policies, approach, and site-level performance, including Board and management oversight of sustainability matters. All of the leading ESG rating firms were invited and the

 

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content of the presentation was based on direct feedback from those ESG rating firms. The session included a discussion where attendees could ask questions and engage with the Group Sustainability Executive and other members of management. The intention of the Roundtable was to provide accurate and up-to-date information to the ESG ratings firms, allowing those ratings firms to make informed decisions with respect to their listed controversies.

In late 2022, Barrick’s Lead Director and the Chair of the Compensation Committee met with significant shareholders representing approximately 30% of the issued and outstanding Barrick common shares (as at December 31, 2022) to provide an update on a variety of topics, including the Company’s performance, sustainability strategy, environmental goals, human capital strategy, continued active risk oversight of increasingly complex geopolitical dynamics, executive compensation matters, as well as key governance priorities, including Board composition, diversity, and renewal. The meetings were an instructive two-way discussion where Barrick heard about shareholders’ priorities, discussed Barrick’s sustainability vision and provided an opportunity for its performance to be constructively challenged.

As a member of the International Council on Mining and Metals (“ICMM”) and World Gold Council (“WGC”), Barrick has endorsed and is working towards implementing the ICMM’s Mining Principles and WGC’s Responsible Gold Mining Principles (the “RGMPs”). Barrick’s progress towards conformance against these frameworks, collectively referred to by Barrick as the RGMPs+, will be disclosed in the 2022 Sustainability Report to be published in April 2023.

Social, Community and Economic Development

Barrick regards its host countries and local communities as important partners in its business. The Company understands it is a guest in these communities and resolutely believes that the countries and communities in which it operates should benefit from Barrick’s presence. Barrick is committed to contributing to their social and economic development as mining has been identified as vital for the achievement of the UN Sustainable Development Goals, not only for its role in providing the minerals needed to enable the transition to a lower carbon intensive economy, but also because of its ability to drive socio-economic development and build resilience. Barrick’s sustainability policies commit the Company to transparency in its relationships with host communities, government authorities, the public and other key stakeholders. These policies also commit Barrick to conducting its business with integrity through the Company’s absolute opposition to corruption, including requiring its suppliers to operate ethically and responsibly as a condition of doing business with Barrick. The Company’s approach to its relationships with Indigenous partners is no different, and Barrick creates genuine partnerships that aim to build a long-term positive legacy within its host communities.

Barrick’s overarching Sustainable Development Policy and Social Performance Policy sets out the Company’s commitment to social and economic development. Barrick recognizes that the taxes, royalties and dividends it pays provide significant income for the Company’s host countries, as well as help to fund vital services and infrastructure. The Company’s comprehensive tax policy covers governance, tax risk management, tax planning principles, compliance and relations with tax authorities, as well as transparency and disclosure. Furthermore, Barrick reports all government and tax payments transparently, primarily through the reporting mechanism of the Canadian Extractive Sector Transparency Measures Act. In addition, Barrick published its first annual tax contribution report in April 2022, covering the 2021 year, which detailed the Company’s economic contributions to host governments. Barrick will continue to disclose such contributions on an annual basis.

Barrick also prioritizes local hiring. The employment opportunities created by the Company’s presence is one of its largest social and economic contributions to the Company’s host countries and local communities. Barrick’s aim is to maximize this contribution. Barrick works to identify and nurture local talent at every level of its business through a range of skills and formal training. At the end of 2022, 96% of Barrick’s workforce and 78% of senior management were nationals from the Company’s host

 

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countries. This is augmented by prioritizing the purchase of goods and services from local communities and host countries.

In addition, Barrick invests in community-led development initiatives. The Company believes that no one knows the needs of local communities better than the communities themselves. That is why Barrick has established community development committees (“CDCs”) at every operating site - a target that was achieved in 2020. The role of the CDC is to allocate the community investment budget to those projects and initiatives most needed and desired by local stakeholders. Each CDC is elected and made up of a mix of local leaders and community members, as well as representatives from local women and youth groups. In 2022, Barrick invested approximately $35 million in local community development projects.

Human Rights

Respect for human rights is one of the key pillars of Barrick’s sustainability vision and strategy. Barrick has zero tolerance for human rights violations wherever it operates. The Company avoids causing or contributing to human rights violations and facilitates access to remedies. This includes the use of a grievance mechanism at each of the Company’s minesites, which allows local communities to formally lodge grievances and Barrick to understand and address community concerns before they escalate. Barrick’s commitment to respect human rights is codified in the Company’s Human Rights Policy and informed by the expectations of the UN Guiding Principles on Business and Human Rights, the VPSHR, and the OECD Guidelines for Multinational Enterprises. Further, Barrick’s commitment to respect human rights is fulfilled on the ground via the Company’s Human Rights Program, the fundamental principles of which include: monitoring and reporting; due diligence; training; and disciplinary action and remedy. Barrick also expects the same standards from its suppliers, and the Company’s Supplier Code of Ethics incorporates human rights provisions.

Responsibility for the oversight and implementation of the Company’s human rights compliance program sits with Barrick’s Group Sustainability Executive, with support from the Senior Vice President Business Assurance, Risk and Business Integrity, and Barrick’s Human Resources Executive.

During 2022, Barrick continued to provide security and human rights training to security forces across its minesites, as well as undertake independent human rights assessments at certain of its minesites. Barrick continues to implement its global human rights compliance program, including by conducting human rights assessments at certain operations and reporting to the VPSHR Plenary. See “Sustainability” above for more information on these efforts.

In addition, in 2019, prior to Barrick’s acquisition of the minority shareholding of Acacia Mining plc (“Acacia”), the London Bullion Gold Association (“LBMA”) commenced an Incident Review Process (“IRP”) against North Mara, following complaints made by the UK-based non-governmental organization, Rights and Accountability in Development. Due to the IRP, the refiner MMTC-PAMP appointed independent consultants, Synergy, to undertake an assessment of North Mara based on the LBMA’s Responsible Gold Guidance and the OECD Due Diligence Guidance. Synergy completed site assessments in both 2019 and 2021, as well as several desktop reviews during the process. During the fourth quarter of 2022, the LBMA confirmed that the IRP is now closed, citing Synergy’s findings that there has been significant measurable progress at North Mara since the original assessment in 2019, and the recommendation that MMTC-PAMP continues trading with North Mara. This concludes a multi-year process that provides independent support for the measurable progress and impact implementing Barrick’s sustainability strategy has had at North Mara.

The Company continues to face sporadic security challenges at North Mara as armed and coordinated trespassers continue to intermittently attempt to access the mine, and place the property and its employees at risk. Intrusions have decreased since 2019 and have remained relatively stable in the subsequent years. Barrick will continue with its ongoing extensive community engagement and development efforts in Tanzania.

 

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Health & Safety

Barrick is committed to the safety, health and well-being of its people, their families and the communities in which Barrick operates. Its safety vision is “Every person going home safe and healthy every day.” All of the Company’s operational sites are certified to ISO45001 standards and its approach to health and safety is set out in a series of standards, policy guidelines, operating procedures and systems that are regularly reviewed and assured.

Barrick reports its safety performance weekly to the Executive Committee and quarterly as part of meetings of both the E&S Committee and the ESG & Nominating Committee. For the 2022 year, the Company’s LTIFR improved significantly to 0.29 and its TRIFR improved to 1.30.

Despite improvements in the Company’s LTIFR and TRIFR, Barrick’s safety performance in 2022 did not meet its high standards and regrettably the Company recorded five tragic fatalities in 2022. Furthermore, in January 2023, two incidents occurred that resulted in three fatalities at the Company’s mines. Following each of these fatalities, Barrick immediately completed fatality incident investigations and Fatality Prevention Criteria and gap assessments were implemented across the Company. Company-wide Safety Intervention and Shift Change Interventions were and continue to be implemented to reinforce its safety procedures and communicate its core safety messages and expectations.

A Group Safety Committee has been established and a “Journey to Zero” roadmap was developed to help stop the trend of workplace fatalities. This initiative is being led with direct oversight by the Executive Committee and is focused on engagement with its workforce through Visible Felt Leadership, and by aligning and improving standards across Barrick, ensuring accountability to its safety commitments and that employees are fit for duty. It includes a commitment to further training including for contractors, a greater focus on leading indicators and awareness raising of each employee’s ‘stop work responsibility’ to empower individuals to take responsibility for their safety and those of the workers around them.

In 2022, Barrick continued to strengthen oversight of its safety systems and protocols to reinforce a shared accountability for a zero harm workplace across the Company. Specifically, Barrick has enhanced its focus on fatality prevention measures and leading indicators, including prioritizing safe operating expectations as part of onboarding and ongoing interaction, not just with the Company’s own operated sites, but also with its contractors and business partners.

Environment

The Company’s mining, exploration and development activities are subject to various levels of federal, provincial or state, and local laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties (see “Legal Matters – Government Controls and Regulations”). Barrick continues to rebuild its reputation for environmental excellence.

Barrick has a policy of conducting environmental and closure reviews of its business activities on a regular and scheduled basis to evaluate compliance with applicable laws and regulations, permit and license requirements, company policies and management standards including guidelines and procedures, and adopted codes of practice. In addition, all Barrick facilities have staff and systems in place to manage Barrick’s regulatory and permit obligations. The ESG & Nominating Committee oversees Barrick’s policies, programs, and performance relating to the environment.

Barrick’s investment in environmental management systems (“EMS”) is aimed at identifying and implementing controls appropriate to environmental risks identified at each site. The EMS at each site is reviewed annually, and the site general manager and environmental managers are responsible for the implementation and execution of the EMS.

 

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Barrick’s policies and standards conform to international and industry standards. All operational sites had their EMS certified to the ISO 14001:2015 standard by December 2021, with the focus now on maintaining their accreditation. The Company had zero Class 1 - High Significance Incidents, for the fourth consecutive year since the Merger, and two Class 2 - Medium Significance Incidents in 2022. This is a significant reduction in Class 2 incidents from the five incidents in 2021.

Each year, Barrick publishes a Sustainability Report that outlines its environmental, health and safety and social responsibility performance for the year, which for 2022, will be published in April 2023. As part of its ongoing commitment to transparency, Barrick is continuing to work towards improving visibility into its environmental and social activities. See “Narrative Description of the Business – Sustainability”.

See the disclosure under “Material Properties” below for details about specific environmental matters applicable to Barrick’s material properties.

Climate Resilience

Climate change, including shifts in temperature and precipitation and more frequent severe weather events, could affect the mining industry in a range of possible ways. In addition to the sustained impact on the Company’s host countries and local communities, volatile climatic conditions can affect the stability and effectiveness of infrastructure and equipment; potentially impact environmental protection and site closure practices; lead to changes in the regulatory environment, including increased carbon tax regimes; and potentially impact the stability and cost of water and energy supplies, while also resulting in significant impacts to Barrick’s host communities and their livelihoods. Barrick therefore views climate change as a company, community and global concern. Barrick is also acutely aware of the impacts that climate change has on its host communities, and in particular, that developing nations and vulnerable communities are often most exposed to the impacts of climate change. As the world transitions to renewable power, it is imperative that developing nations are not left behind. As a responsible business, Barrick has focused its efforts on building resilience in its host countries and local communities, just as it does for its business.

Barrick’s climate change strategy has three pillars: (1) identify, understand and mitigate the risks associated with climate change; (2) measure and reduce the Company’s impact on climate change; and (3) improve the Company’s disclosure on climate change. Action taken on each pillar in 2022 is described below.

Identify, understand and mitigate the risks associated with climate change: The Company continues to take steps to identify and manage risks and build resilience to climate change, as well as to position itself for new opportunities. In 2022, climate change related risk factors continued to be incorporated into Barrick’s formal risk assessment process (for example, consideration is given to the availability of, and access to, water, as well as the impact of increased precipitation, drought, or severe storms on operations and local communities near Barrick’s operations). The Company has identified several climate-related risks and opportunities for the business including: physical impacts of climate change, such as an increase in extended-duration extreme precipitation events; an increase in regulations that seek to address climate change; and an increase in global investment in innovation and low-carbon technologies.

The formal risk assessment process includes scenario analysis, which is being rolled out to all sites with an initial focus on Tier One Gold Assets, to assess site-specific climate related risks and opportunities. This work continued throughout the fourth quarter of 2022 at Loulo-Gounkoto, Kibali and Nevada Gold Mines. Barrick expects to complete this asset-level physical and transitional risk assessment in early 2023 and to disclose the key findings in its 2022 Sustainability Report.

Measure and reduce the Company’s impact on climate change: Mining is an energy-intensive business, and Barrick understands the important link between energy use and GHG emissions. By measuring and effectively managing its energy use, the Company can reduce its draw from local energy

 

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grids, reduce its GHG emissions, achieve more efficient production, and reduce its costs. Barrick already has a clear, scientifically-based emissions-reduction roadmap, which targets at least a 30% reduction in GHG emissions by 2030 against the 2018 baseline of 7,541 kt carbon dioxide equivalent, with a defined interim reduction target of 15%, while maintaining a steady production profile. The Company’s GHG emissions reduction target is not static and will be updated as Barrick identifies and implements new GHG emissions reduction opportunities. Ultimately, Barrick’s vision is net zero GHG emissions by 2050 achieved primarily through GHG emissions reductions, with some offsets for hard-to-abate emissions. Site-level plans to improve energy efficiency, integrate clean and renewable energy sources, and reduce GHG emissions will also be strengthened. The Company plans to supplement its corporate GHG emissions reduction target with context-based, site-specific GHG emissions reduction targets.

Barrick’s actions to achieve this target include increasing the proportion of renewable energy sources in the Company’s energy mix and switching to cleaner energy sources. Projects with capital already committed include the conversion of the Nevada Gold Mines TS power plant from coal to natural gas, construction of a 200 megawatt solar farm (also at the TS power plant in Nevada), the tripling of the capacity of the solar power plant at Loulo-Gounkoto from 20 megawatts to 60 megawatts and adding a 36 megavolt amp battery energy storage system and the expansion of solar power plant capacity by 17 megawatts at Kibali, along with the addition of a 15 megavolt amp battery energy storage system. Furthermore, Nevada Gold Mines has implemented various Power Purchase Agreements that allow the Company to prioritize renewable or lower emission sources. Barrick also completed the implementation of the Lime Kiln Fuel Switch Project (from diesel/heavy fuel oil to liquefied natural gas) at Pueblo Viejo. In 2022, the Company energized a power transmission line to connect Veladero to the electricity grid, which is expected to reduce on-site diesel power generation. See “Growth Projects - Veladero Power Transmission Project, Chile-Argentina”.

Overall, GHG emissions (Scope 1 (direct) and Scope 2 (indirect): Market-Based) in 2022 were 6,705 kt carbon dioxide equivalent at operations and projects operated by Barrick (on a 100% basis), representing an over 11% reduction from the 2018 baseline. GHG emissions were approximately 6% below 2021. The reduction in Barrick’s GHG emissions are due to the extensive effort by Nevada Gold Mines to implement Power Purchase Agreements that prioritize renewable energy and maximize power usage from their own power plants. The Company is also working to identify opportunities for further reductions, and will regularly review and update its targets to integrate and reflect opportunities identified and realized.

In 2022, Barrick also undertook extensive work across its value chain to quantify the Company’s Scope 3 (indirect value chain) emissions. This work has enabled it to develop a Scope 3 engagement roadmap that Barrick will implement with its suppliers to set meaningful and measurable reduction targets, in line with the commitments made through the ICMM Climate Position Paper.

Improve the Company’s disclosure on climate change: As part of Barrick’s commitment to improve its disclosure on climate change, the Company completes the annual CDP questionnaires, which makes investor-relevant climate data widely available. In 2022, Barrick maintained a B grade for both Climate Change and Water Security. This grade places Barrick in the ‘management’ scoring band.

The Board’s ESG & Nominating Committee is responsible for overseeing Barrick’s policies, programs and performance relating to sustainability and the environment, including climate change. The Audit & Risk Committee assists the Board in overseeing the Group’s management of enterprise risks as well as the implementation of policies and standards for monitoring and mitigating such risks. Climate change is built into the Company’s formal risk management process, outputs of which were regularly reviewed by the Audit & Risk Committee.

Barrick also continues to align its disclosures with the Taskforce on Climate-related Financial Disclosures (“TCFD”) and will incorporate scenario analysis into its future disclosures, including at a high level in the 2022 Sustainability Report to be published in April 2023. The Company has a strong

 

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foundation and Barrick continues to build further resilience to withstand the potential impacts of climate change and leverage potential opportunities as the global economy transitions to a low-carbon future.

In November 2022, Barrick attended COP27 in Egypt as part of a delegation with the ICMM to observe and participate in debate on climate resilience and action solutions.

Water

Water is a vital and increasingly scarce global resource. Managing and using water responsibly is one of the most critical parts of Barrick’s sustainability strategy. Barrick’s aim is to deliver enough water for the effective operation of the Company’s mines, while at the same time protecting the quality and quantity of water available to host communities and other users in its watersheds. This commitment to responsible water use is codified in Barrick’s Environmental Policy and standalone Water Policy, which require the Company to minimize its use of water, control and manage its impacts on water quality, and engage with stakeholders, including local communities, to maintain sustainable management of water resources for the benefit of all users.

The Company’s operating facilities have been designed to mitigate environmental impacts and Barrick staff work to continually improve its environmental management programs. The operations have processes, procedures, or facilities in place to manage substances that have the potential to be harmful to the environment. To help prevent and control spills and protect water quality, Barrick utilizes multiple levels of spill containment procedures and routine inspection and monitoring of its facilities. Environmental incidents can occur despite these precautions. See “Risk Factors” for more information about this matter.

The Company also has various programs to re-use and conserve water at its operations. Each mine’s water risks are included in its operational risk register. These risks are then aggregated and incorporated into the corporate risk register. Barrick’s identified water-related risks include: (1) managing excess water in regions with high rainfall; (2) maintaining access to water in arid areas and regions prone to water scarcity; and (3) regulatory risks related to permitting limits as well as municipal and national regulations for water use. In addition, each mine has its own site-specific water management plan, which considers: (1) the different water sources available; (2) the local climate conditions; and (3) the needs of local users and the needs of the mine. This information is supplemented by a range of international frameworks and tools such as the WWF Water Risk Filter to evaluate water risks, particularly those linked to water stress. Understanding the water stress in the regions in which Barrick operates enables it to better understand the risks and manage its water resources through site-specific water balances, which are based on the ICMM’s Water Accounting Framework and aimed at minimizing water withdrawal and maximizing water reuse and recycling within the Company’s operations. For 2022, Barrick’s overall water recycling and reuse rate was 83%, which was above its annual target of 80%.

Certain of the Company’s operating and closed properties handle ore or rock with the potential to leach acidity, metals and dissolved salts (“Acid Rock Drainage Metal Leaching”) and hence potentially contaminate water. Other operating and closed properties lack this potential, but still present the potential for leaching of dissolved salts, such as sulfates or metalloids, by water that might run off of the property (“Neutral Mine Drainage”). The Company has implemented programs to manage the handling of ore and rock to reduce and mitigate the potential for contamination of surface or groundwater by either Acid Rock Drainage Metal Leaching or Neutral Mine Drainage. Such procedures include segregation or submergence of rock with potential for leaching, containment systems for the collection and treatment of drainage and reclamation and closure steps designed to minimize water infiltration and oxygen influx. Where necessary, the Company installs and operates water treatment facilities to manage the quality of water discharged into the environment.

Many of the Company’s operating properties use cyanide. Those facilities are designed and constructed to prevent process solutions from being released to surface water or groundwater. Those facilities include leak detection systems and have the ability to collect and treat seepage that may occur.

 

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The tailings storage facilities are controlled and process ponds are either covered, netted or additional deterrents are used to prevent access. In September 2005, the Company became a signatory to the International Cyanide Management Code (the “ICM Code”), which is administered by the International Cyanide Management Institute (the “ICMI”). The ICMI is an independent body that was established by a multi-stakeholder group under the auspices of the United Nations Environmental Programme. The ICM Code establishes operating standards for manufacturers, transporters and mines and provides for third-party certification of facilities’ compliance with the ICM Code. Under the ICM Code, each of the mines that uses cyanide must receive a third-party certification inspection. All of Barrick’s operational mines, with the exception of Kibali, are ICM Code certified. Kibali is on track to achieve compliance in 2024.

In the United States, under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) and its state law equivalents, present or past owners of a property may be held jointly and severally liable for cleanup costs or forced to undertake remedial actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, potential liability to governmental entities for the cost of damages to natural resources, which may be substantial. Barrick’s current or former operations in the United States may be subject to potential liability under CERCLA.

Biodiversity

Biodiversity underpins many of the ecosystem services on which Barrick’s mines and their surrounding communities depend. If improperly managed, mining and exploration activities have the potential to negatively affect biodiversity and ecosystem services. Barrick works to proactively manage its impact on biodiversity and strives to protect the ecosystems in which it operates. Wherever possible, Barrick aims to achieve a net-neutral biodiversity impact, particularly for ecologically sensitive environments.

The Company achieved its target to develop BAPs for all operational sites by the end of 2021 and is in the process of implementing these BAPs, which outline Barrick’s strategy to achieve net-neutral impacts and associated management plans. In 2022, Barrick continued to disclose the CDP questionnaire for Forests, which incorporates biodiversity disclosures. Although responses to the Forests questionnaires are not yet scored by the CDP for the metals and mining industry, it is Barrick’s belief that biodiversity disclosures are imperative for the industry and are currently under-reported. Barrick developed a new internal biodiversity standard, working with external experts, to define measurable conservation actions that not only achieve net neutrality, but which can enhance key biodiversity features in a habitat and achieve conservation gains.

The Company has made progress in developing conservation and offset projects, including sagebrush and mule habitats in Nevada, forestry conservation in Zambia and establishing a partnership at the Fina Reserve in Mali, in addition to its longstanding support at Garamba National Park in the DRC.

Air Emissions Control

The Company installs air pollution controls on air pollution point sources, such as roaster and autoclave exhaust stacks, that meet or exceed applicable legal standards. Certain of the Company’s operations produce mercury as a by-product of ore processed at those sites. The mercury is captured at each of these sites by specially designed operating equipment and mercury emissions control devices. The Company is committed to the operation of proven technology for controlling sources of mercury emissions. Site-specific management procedures for mercury handling, monitoring, and transportation exist at each of the operations that produce mercury as a by-product.

 

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Further, employees receive training in the safe use and proper management of mercury and other hazardous materials. Consistent with U.S. law, Barrick ceased the export of elemental mercury from U.S. facilities in January 2013. Barrick complies with all applicable regulatory requirements for temporary storage of mercury in the jurisdictions where it operates. The Company has developed general mercury storage guidelines to establish environmentally sound practices for temporary on-site storage, where allowed. The captured mercury from the Company’s Latin American sites is transported to Switzerland, where it is converted to cinnabar and packed into steel drums for permanent safe storage in a decommissioned area of a former salt mine in Germany. In December 2022, Barrick safely transported 150 tonnes of mercury from Veladero, in Argentina, to Switzerland, where it arrived in February 2023. The mercury is now undergoing stabilization until it can be disposed of in Germany, which is expected to be in the fourth quarter of 2023.

Tailings & Mine Closure

Consistent with Barrick’s goal to minimize the environmental and social impacts of its projects and operations, the Company develops comprehensive closure and reclamation plans as part of its initial project planning and design. If it acquires a property that lacks a closure plan, Barrick requires preparation of a closure plan. The Company periodically reviews and updates closure plans to account for additional knowledge acquired in respect of a property or for changes in applicable laws or regulations. In addition, the Company is committed to ensuring all Barrick-operated or controlled tailings storage facilities meet global best practices for safety and are subject to the Company’s Tailings Management Standard (the “Standard”), which requires that Barrick locate, design, build, operate and close its tailings storage facilities in compliance with all applicable laws and regulations and in alignment with the GISTM. The Company’s tailings storage facilities are carefully engineered and regularly inspected, particularly those in regions with high rainfall and seismic activities. The Standard also establishes minimum geotechnical, hydrological, hydrogeological and environmental criteria for Barrick’s tailings storage facilities. Barrick-operated joint venture and affiliated companies also follow the Standard.

During 2020, Barrick, as a member of the ICMM, was actively involved in the development of the GISTM, which was developed through a year-and-a-half long review process involving the United Nations Environment Programme, the Principles for Responsible Investment, and the ICMM. In 2022, Barrick continued to progress its conformance to the GISTM for all “Extreme” and “Very High” classified facilities. A summary of the Company’s progress is expected to be disclosed, as per the GISTM, in the third quarter of 2023.

Barrick currently manages 60 tailings storage facilities, of which 18 (30%) are operating and 42 (70%) are closed. A riverine tailings disposal system was used at the Porgera joint venture in Papua New Guinea prior to entering care and maintenance on April 25, 2020. In 2022, independent reviews of the tailings storage facilities were conducted at the Company’s Bulyanhulu, Carlin - Goldstrike, Carlin - Gold Quarry, Cortez, Kibali, Loulo-Gounkoto, North Mara, Phoenix, Pueblo Viejo and Tongon mines, Golden Sunlight, as well as the Nickel Plate and Grizzly Gulch closure sites.

The Company has estimated future site reclamation and closure obligations, which it believes will meet current regulatory requirements. See Notes 2q and 27 of the Notes to the Consolidated Financial Statements for further information on Barrick’s reclamation and closure obligations as at December 31, 2022.

See the disclosure under “Material Properties” below for details about estimated future reclamation and closure costs applicable to Barrick’s material properties.

For more information on Barrick’s sustainability strategy and related initiatives, refer to the Company’s 2022 Sustainability Report that will be published on its website in April 2023. The contents of the 2022 Sustainability Report are not incorporated by reference into this Annual Information Form.

 

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Operations in Emerging Markets: Corporate Governance and Internal Controls

Barrick conducts or participates in mining, exploration and other activities through subsidiaries and/or joint ventures in many countries, including the United States and Canada, and in emerging markets such as Argentina, Chile, Côte d’Ivoire, the DRC, the Dominican Republic, Mali, Papua New Guinea, Peru, Saudi Arabia, Senegal, Tanzania and Zambia. Certain of the Company’s projects, such as the Reko Diq project in Pakistan, are also located in emerging markets. Barrick has a long history of successfully developing and operating mines in emerging markets and has organizational and governance structures and protocols in place to manage the regulatory, legal, linguistic and cultural challenges and risks associated with having operations in these jurisdictions. For a detailed discussion of the risks associated with operating in emerging markets, see “Risk Factors – Foreign investments and operations” on pages 150 to 153 of this Annual Information Form.

Barrick holds its properties and projects in emerging markets indirectly through subsidiaries and/or joint venture entities which are locally incorporated or established for the purposes of compliance with local law. These operating subsidiaries or joint venture entities are in turn held through holding companies incorporated in jurisdictions with well-developed and reliable legal and taxation systems. Such holding companies may: (i) facilitate internal company reorganizations of group companies; (ii) facilitate project financing and commercial transactions, such as the creation of joint ventures; and (iii) in some cases, facilitate dispute resolution processes. Barrick has designed a system of corporate governance, internal controls over financial reporting and disclosure controls and procedures that apply to Barrick and its consolidated subsidiaries and joint ventures. These systems, which are coordinated by the Company’s senior management and overseen by its Board of Directors, are designed to monitor the activities at, and receive timely reports from, Barrick’s operating subsidiaries and joint ventures. In particular, Barrick’s operating structure is composed of three geographic regions – Latin America & Asia Pacific, Africa & Middle East, and North America – each of which is managed by a different regional Chief Operating Officer who reports to the Company’s President and Chief Executive Officer.

The Company has extensive operating experience in each emerging market in which a material property is located – the Dominican Republic, the DRC and Mali. Operating in emerging markets exposes the Company to risks and uncertainties that do not exist or are significantly less likely to occur in other jurisdictions such as the United States or Canada. The Company manages and mitigates these risks through a variety of corporate governance mechanisms. For additional information, see “Risk Factors – Foreign investments and operations”.

Board and Management Experience and Oversight

The Company’s Board includes international business leaders and mining industry professionals with expertise and experience working in most of the jurisdictions in which Barrick now operates. In particular, Barrick’s Board includes directors with experience working or running businesses in emerging markets. Mark Bristow, a director of Barrick and Barrick’s President and Chief Executive Officer, has extensive experience in discovering, developing and operating mines in Africa, including the DRC, Mali and Côte d’Ivoire. Mr. Bristow served as the Chief Executive Officer of Randgold since its incorporation in 1995, which was founded on his pioneering exploration work in West Africa, and played a pivotal role in promoting the emergence of a sustainable mining industry in Africa. Mr. Bristow has held board positions at a number of global gold mining companies, and holds a Doctorate in Geology from the University of KwaZulu-Natal in South Africa. Andrew Quinn, an independent director and member of the Audit & Risk Committee, was the head of Mining Investment Banking for Europe and Africa at Canadian Imperial Bank of Commerce for 15 years prior to his retirement in 2011. Mr. Quinn was previously a non-executive director of Randgold since 2011, and has considerable knowledge of the resource sector and a strong track record of understanding the needs of businesses operating in Africa and globally. Similarly, Christopher L. Coleman, an independent director, Chair of the Compensation Committee and member of the ESG & Nominating Committee, previously served as a non-executive director of Randgold since 2008, including as non-executive Chairman of the board of directors, and as a non-executive director of

 

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the Merchant Bank of Central Africa. Through these and other professional experiences, Mr. Coleman has had long-standing involvement in the mining sector in Africa and globally, and has a deep understanding of the risks and opportunities associated with the operation and financing of African and global mining assets. Gustavo A. Cisneros, an independent director, Chair of the ESG & Nominating Committee and member of the Compensation Committee and Barrick’s International Advisory Board, is an established businessman with significant experience running businesses in the Dominican Republic and Latin America. During his career, Mr. Cisneros has held board positions and other leadership roles at a number of organizations, including the Panama Canal Authority, the United Nations Information and Communication Technologies Task Force, the Ibero-American Council for Productivity and Competitiveness, the Council for the Atlantic Institute of Government, Americas Society, and the Council on Foreign Relations. Mr. Cisneros is a fluent Spanish speaker who is well-versed in many of the cultural, legal and regulatory considerations that are relevant to operating in Latin America and the Dominican Republic, in particular. In August 2019, Loreto Silva, a legal professional and fluent Spanish speaker with a deep understanding of Latin American political, regulatory and legal systems, was appointed an independent director of the Company. Ms. Silva is also a member of the ESG & Nominating Committee, which is responsible for, among other things, overseeing Barrick’s sustainability performance. Ms. Silva has over two decades of experience in both the private and public sectors. Previously, Ms. Silva was Chile’s Minister of Public Works and she also serves on the board of ICAFAL Ingeniería y Construcción S.A., a privately held infrastructure company in Chile. Ms. Silva holds a law degree from the University of Chile, and is currently the director of the Arbitration and Mediation Center of the Santiago Chamber of Commerce. In November 2020, Anne N. Kabagambe was appointed an independent director of the Company. Ms. Kabagambe is a member of the Audit & Risk Committee. Ms. Kabagambe has a deep understanding of international business, informed by her extensive experience doing business in Africa and engaging with governments and the private sector, as well as her knowledge of the global resource, banking, and education sectors, and her previous role as an Executive Director of the World Bank, representing the interests of 22 Sub-Saharan African countries. In addition to English, Ms. Kabagambe also speaks French and Swahili. In November 2022, Isela Costantini was appointed an independent director of the Company. Ms. Costantini is a member of Barrick’s International Advisory Board and has over 25 years of experience in international business, including as president and chief executive officer of Argentina’s national airline. Ms. Costantini brings a valuable perspective and complementary skillset to the Board with her wealth of experience in business, government, and regulatory affairs in Latin America. Ms. Costantini holds an MBA in marketing and international business from the Quinlan School of Business at Loyola University and is fluent in Spanish and Portuguese.

Members of Barrick’s Board of Directors and senior officers regularly visit the Company’s operations in both developed and emerging markets. These visits provide Barrick’s directors and officers with the opportunity to familiarize themselves first-hand with Barrick’s global operations, the management teams responsible for overseeing Barrick’s projects, and the specific risks and challenges associated with administering these projects in emerging markets. In particular, Mark Bristow and Graham Shuttleworth, the Company’s Senior Executive Vice President, Chief Financial Officer, as well as other members of Barrick’s senior management team, frequently visit Barrick’s operations in developed and emerging markets and, accordingly, have extensive knowledge of the operations at each of Barrick’s project sites. In addition, Mr. Bristow visits Barrick’s sites before each meeting of the Board of Directors, and each regional Chief Operating Officer visits operations within their regional responsibility at least once a quarter. In 2022, Barrick’s senior management team utilized a mix of both physical site visits and virtual alternatives to engage with local site teams and conduct team effectiveness and strategy sessions. In recent years, the Company’s independent directors have travelled to at least one minesite to monitor operational progress and risks. In August 2022, independent directors visited Nevada Gold Mines to monitor operational progress and evaluate key issues and risks, including a site visit at Cortez to review key issues related to the Goldrush project, and met with the Governor of Nevada.

The Board of Directors, through its corporate governance practices, regularly receives management and technical updates, risk assessments and progress reports in connection with its operations in emerging markets, and in so doing, maintains effective oversight of its business and operations. Through these updates, assessments and reports, together with focused director education sessions, the Board of

 

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Directors gains familiarity with the operations, laws and risks associated with operations in those jurisdictions. Further, the Board of Directors has access to senior management who work directly with local management and are familiar with the local laws, business culture and standard practices, have local language proficiency, are experienced in working in the applicable emerging jurisdiction and in dealing with the respective government authorities and have experience and knowledge of the local banking systems and treasury requirements.

Local Presence

It is a cardinal principle of Barrick that the countries and communities in which it operates should share equitably in the benefits created by its operations. Barrick contributes to the social and economic development of the emerging markets in which it operates by, among other things, hiring local employees and investing in community health, education and economic development programs. Working with local employees helps to build trust and develop relationships with local leaders and governments. Barrick is committed to developing the skills required to integrate its business activities into the communities in which it operates, and draws on the experience and expertise of its local employees and professional advisors (including local legal counsel) to help navigate the regulatory, cultural and legal landscape. In addition, management at each of the mine sites and projects is fluent in the primary language of the jurisdictions in which they operate, and are also proficient in English, enabling them to communicate with local employees, regulators and governments in the local language, and to report to senior management in English.

Barrick strives to deliver long-term benefits to its host countries and communities through open and ongoing stakeholder engagement and a commitment to genuine partnership.

Grant Beringer, Group Sustainability Executive, manages Barrick’s license to operate and local relationships in the Company’s host countries and communities. For additional details, see “Narrative Description of the Business – Sustainability”.

Barrick’s preference for employing nationals in the countries where it operates, rather than expatriates, means that Barrick is less dependent upon a workforce traveling to a site on a regular basis from other parts of the globe. Barrick continues to work closely with its local communities on managing the impacts of the Covid-19 pandemic on its people and business. The Company’s operations in 2022 were not impacted by the Covid-19 pandemic in any significant manner. Barrick continues to monitor developments around the world and believes it is positioned as best as it can be. See “Risk Factors - Diseases and epidemics (such as Covid-19) may adversely impact Barrick’s business”.

Internal Controls and Cash Management Practices

The Company maintains internal controls over financial reporting with respect to its operations in emerging markets by taking various measures and consistently applying them across its operations. Pursuant to the requirements of National Instrument 52-109 and the U.S. Sarbanes-Oxley Act of 2002, the Company assesses the design and operation of key internal controls over financial reporting on an annual basis at a minimum, following a risk-based approach. The working papers of the tests performed at each of the Company’s locations are reviewed at the corporate office. The control standards utilized in emerging markets do not materially differ from those employed at the Company’s other operations.

Differences in banking systems and controls between Canada and each emerging market in which Barrick operates are addressed by having stringent controls over cash kept in the jurisdiction, especially with respect to access to cash and cash disbursements, establishing appropriate authorization levels, segregating duties in respect of the payments process, and performing and reviewing bank reconciliations on at least a monthly basis.

 

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The Company also has established (or, where the Company is not the operator, has required its partner to establish) practices, protocols and routines for the management and eventual distribution of its excess cash to its foreign owners, which remain subject to local laws and exchange controls.

For additional details, including regarding Board oversight, see “Internal Control Over Financial Reporting and Disclosure Controls and Procedures”.

MATERIAL PROPERTIES

For the purposes of this Annual Information Form, Barrick has identified its Cortez, Carlin, Pueblo Viejo, Turquoise Ridge, Kibali, and Loulo-Gounkoto mines and complexes as material properties. The following is a description of Barrick’s material properties.

Cortez Property

General Information

Project Description

The Cortez property is located 100 kilometers southwest of the town of Elko, Nevada in the Lander and Eureka counties at elevations ranging from 1,370 meters to 1,675 meters. As of December 31, 2022, Cortez employs approximately 1,500 employees and averages approximately 550 contractors.

As of December 31, 2022, the boundaries of the Cortez operational areas, which include the Cortez Hills, Pipeline/Crossroads, Cortez and Gold Acres complexes, encompassed approximately 22,591 hectares. Current mining activity is primarily focused on the Cortez Hills and Pipeline/Crossroads complexes, located approximately 26 kilometers south and 18 kilometers southwest of the town of Crescent Valley, Nevada, respectively. The property rights controlled by Cortez, either from outright ownership or by lease, consist of 36,173 hectares of unpatented mining claims held subject to the paramount title of the United States of America and 3,234 hectares of patented mining claims and fee mineral and surface land, owned or controlled through various patents issued by the United States of America. These property rights encompass the entire Cortez boundary, not just the operational areas. All unpatented mining claims are renewed on an annual basis and all necessary fees are paid prior to August 31 of each year. All mining leases and subleases are reviewed on a monthly basis and all payments and commitments are paid as required by the specific agreements. The property is accessible year-round by paved road from Elko, Nevada.

Sufficient surface rights have been obtained for current operations at the property.

History

In 1964, a joint venture was formed to explore the Cortez area. In 1969, the original Cortez mine went into production. From 1969 to 1997, gold ore was sourced from open pits at Cortez, Gold Acres, Horse Canyon and Crescent. In 1991, the Pipeline and South Pipeline deposits were discovered, with development approval received in 1996. In 1998, the Cortez Pediment deposit was discovered, with the Cortez Hills discovery announced in April 2003. The Cortez Hills development was approved by Placer Dome and Kennecott, then joint venturers, in September 2005 and confirmed by Barrick in 2006. Barrick obtained an interest in the Cortez property through its acquisition of Placer Dome in 2006. Barrick consolidated its 100% interest in the property following its purchase of the Kennecott interest in 2008. On July 1, 2019, Barrick’s interest in Cortez was contributed to Nevada Gold Mines, a joint venture with Newmont in which Barrick has a 61.5% interest and is the operator.

 

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Geology

Geological Setting

The Cortez property is situated along the Cortez/Battle Mountain trend. The principal gold deposits and mining operations are located in the southern portion of Crescent Valley, which was formed by basin and range extensional tectonism.

Mineralization

Mineralization is sedimentary rock-hosted and consists of submicron to micrometer-sized gold particles and gold in solid solution in pyrite. Mineralization is disseminated throughout the host rock matrix in zones of silicified, decarbonatized, and/or argillized, silty calcareous rocks. The deposits range in length between 2,000 and 3,350 meters and range in width between 1,000 and 1,200 meters. Mineralization thickness can change significantly, up to 400 meters. Exploration from projects at Robertson and Goldrush suggest that the deposits can be in excess of 5,000 meters in length and 900 meters in width.

Mining Operations

Production and Mine Life

Deposits within the Pipeline/Crossroads complex and Cortez Pits are being mined by conventional open pit methods. At the underground operations, two different underground mining methods are used: long-hole open stoping and drift-and-fill.

Based on existing reserves and production capacity, including the Goldrush project discussed in further detail below, the Cortez open pit operation is expected to continue until 2034 and the underground operation until 2042. The planned conversion of existing resources to reserves at Cortez has the potential to extend open pit and underground mining operations by at least 3 years and 15 years, respectively.

Processing

The gold-recovery process used at Cortez is determined by considering the grade and metallurgical character of the particular ore: lower grade run-of-mine oxide ore is heap leached at existing facilities; higher-grade non-refractory ore is treated in a conventional mill using cyanidation and the CIL process; and refractory ore is stockpiled on site in designated areas and trucked to the nearby Carlin Complex for processing (see “Carlin Complex”). Gold recovered from the ore is processed into doré on site and shipped to outside refineries for processing into gold bullion.

There is one active heap leach facility located at the Pipeline complex, with residual leach continuing at a different facility near Cortez Hills. Milling activities at Cortez are conducted at the Pipeline complex, which includes crushing and grinding facilities, CIL circuits, reagent storage areas and a recovery/refining circuit. Plant throughput can reach up to 13,607 tonnes per day (15,000 tons per day) depending on the hardness of the ore being processed.

Consumptive water use for mining (open pit and underground) and processing is supplied by the mine dewatering wells. Potable water is sourced from bottled water or existing water supply wells in accordance with applicable Nevada Bureau of Safe Drinking Water standards.

 

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Infrastructure, Permitting and Compliance

Electrical power for the Cortez Complex is obtained from the grid and generated from the Western 102 and TS power plant (which is owned and operated by Nevada Gold Mines) with transmission by NV Energy. Power is purchased on a wholesale basis using dedicated buyers. The load is predicted on an hourly basis and the Western 102 and TS supply is used to balance the load. The Western 102 and TS plant delivers power to Nevada Gold Mines operations at Cortez, Carlin, and Turquoise Ridge.

The current load for the Cortez Complex has a peak of 45 megawatts. The current transmission line has the capacity for 55 megawatts, and with the addition of capacitors and switching station, the capacity of the line could be increased to 78 megawatts. Additional transmission capacity will be required for any further expansion.

All material permits and rights to conduct existing operations at the Cortez property have been obtained and are in good standing.

Environment

Vegetation is dominated by grass and shrubs. The climate is relatively arid and has little impact on mine operations. Operations are conducted throughout the year.

Current dewatering operations focus on bedrock water management within the Cortez Hills underground and bedrock and alluvial water management within the Pipeline/Crossroads pit area. A portion of the dewatering water is utilized for mining and milling, and a portion is utilized at a local ranch on a seasonal basis for irrigation purposes. The majority is returned to the basin through the rapid infiltration basins located within Crescent Valley, Pine Valley, and Grass Valley.

In 2022, all activities at the Cortez property were, and continue to be, in compliance in all material respects with applicable corporate standards and environmental regulations.

As at December 31, 2022, the recorded amount of estimated future reclamation and closure costs for Cortez that was recorded under IFRS as defined by IAS 37, and that have been updated each reporting period, was $204 million (100% basis) (as described in Note 2q to the Consolidated Financial Statements). Nevada Gold Mines has provided financial security as required by governmental authorities in connection with the reclamation of the mine area.

Exploration and Drilling

The Cortez Complex has opportunities for both expansion and growth. Maiden proven and probable reserves were declared for the Robertson deposit as at December 31, 2022, which represents a significant milestone for Cortez as a key source of oxide mill feed in the mineplan. Improved geological understanding and further exploration success may increase the upside potential at Robertson and potentially extend oxide ore processing at Cortez beyond the current life of mine.

In 2022, growth drilling activities across the Cortez District totaled more than 40,700 meters, excluding the 100% Barrick-owned Fourmile project (Fourmile is currently not included in the Nevada Gold Mines joint venture with Newmont, but may be contributed if certain criteria are met in the future). Drilling focused on conversion and addition of inventory at Cortez Hills underground, Cortez Pits, Crossroads, and Robertson. Three surface exploration drilling programs were completed, including two areas of broad framework drilling and one follow up drilling program north along the Fourmile corridor, totaling 9,622 meters for 2022. Additional drilling was completed in support of growing resources and conversion to reserves.

 

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At Cortez Hills, drilling from underground platforms continues to test extensions, with a focus on targeting feeder zones below the mine. Drilling targeting a down-dip of known mineralization along a feeder structure, named the Hanson fault, intersected significant intervals in multiple holes, supporting the feeder concept. Drill programs, further testing feeders and other ore controlling features are planned in 2023.

Goldrush Complex

At the Goldrush Complex, drilling operations continue underground at Goldrush and from surface at Fourmile. The main objectives of this drilling program remain orebody definition, testing of geologic characterization, geotechnical analysis, inferred resource growth and definition of exploration upside.

Nevada Gold Mines has continued test mining and development at Goldrush. The test mining method is longhole open stoping (with cemented backfill), with test processing at either the Gold Quarry and/or Goldstrike roaster facilities located at Nevada Gold Mines’ nearby Carlin Complex.

During 2023, underground development, bulk sampling, test mining, and other exploration will continue at Goldrush. Activities in 2023 will focus on verifying geological, geotechnical and hydrogeological models developed during the feasibility study until the ROD is received.

The Company expects to receive a ROD in the first half of 2023.

As at December 31, 2022, Barrick has spent $341 million in capital on the Goldrush project, inclusive of the exploration declines (100% basis). The capital spent to date, together with the remaining expected pre-production capital (until commercial production begins in 2026), is anticipated to be within the $1 billion initial capital estimate previously disclosed for the Goldrush project (on a 100% basis).

Royalties and Taxes

All production from the Pipeline/Crossroads complex is subject to a gross smelter return royalty of approximately 1.3%. In addition, production from certain portions of the Pipeline/Crossroads complex is subject to a gross smelter return royalty (graduating from 0.4% to 5.0% based on the price of gold) and a net value royalty totaling 5%. A portion of that net value royalty, 3.75%, also applies to gold sales from the South Pipeline deposit.

All other production by Cortez, including Cortez Hills, is subject to a gross smelter return royalty of approximately 1.3%.

In addition, 40% of production at Cortez is now subject to a royalty graduating from 0% to 3%, depending on the gold price, on the gross value of gold delivered, minus certain deductions for pre-existing royalties. This royalty was granted in 2008 but the obligation to pay was triggered in September 2022, when the total amount of gold produced by Cortez since January 1, 2008 exceeded 15 million ounces.

In connection with the formation of Nevada Gold Mines, each of Barrick and Newmont was granted a 1.5% net smelter return royalty over the respective properties they contributed (including the Cortez property). Each of these “retained royalties” is only payable once the aggregate production from the properties subject to the royalty exceeds the publicly reported reserves and resources as of December 31, 2018.

The State of Nevada imposes a 5% Net Proceeds of Minerals tax (“NPT”) on the value of all minerals severed in the State. This tax is calculated and paid based on a prescribed net income formula which is different from book income.

 

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The Nevada Legislative Session ended on May 31, 2021 with the passing of Assembly Bill 495 (“AB495”), a new mining excise tax applied to gross proceeds. The revenue generated by this new excise tax will be directed towards education. This new tax became effective on July 1, 2021 and is a tiered tax, with a highest rate of 1.1%.

Certain of Barrick’s mineral reserves and operations at Nevada Gold Mines occur on unpatented lode mining claims and mill sites that are on federal lands subject to U.S. federal mining and other U.S. federal and state laws. Changes in such laws, or regulations promulgated under such laws, could affect mine development, expansion, and closure projects. Such changes are frequently and are currently being discussed or at issue before executive and administrative agencies of the U.S. federal government, cases pending in the U.S. federal court system and in proposed legislation in the U.S. Congress. For more information, see “Legal Matters – Government Controls and Regulations”.

Mining and Processing Information

The following table summarizes certain mining and processing information for the Cortez property for the periods indicated:

 

     Year ended
December 31, 2022
               Year ended            
            December 31, 2021             

  Tonnes mined (000s)

   72,551    74,960

  Tonnes of ore processed (000s)

   8,706    18,333

  Average grade processed (grams per tonne)

   2.06    1.22

  Ounces of gold produced (000s)

   450    509

 

1

Amounts represent Barrick’s 61.5% share.

For certain additional financial information, see “Narrative Description of the Business – Reportable Operating Segments – Nevada Gold Mines (61.5% basis)”.

The most recent technical report on the Cortez property is the technical report entitled “Technical Report on the Cortez Operations, Lander and Eureka Counties, State of Nevada, U.S.A.” dated March 18, 2022 and authored by Nevada Gold Mines. This technical report has been filed on SEDAR in accordance with National Instrument 43-101.

The diagram on the following page shows the design and layout of the Cortez property.

 

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LOGO

 

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Carlin Complex

General Information

Project Description

The Carlin Complex consists of several open pit and underground operations. The major operations and advanced projects include Goldstrike Betze-Post open pit, Goldstrike underground (inclusive of the Ren underground expansion) South Arturo open pit, and El Nino underground, which were contributed to Nevada Gold Mines by Barrick (collectively, “Goldstrike”). The Carlin Complex also includes the Carlin North Area (consisting of multiple open pit mines known as Genesis/Tri-Star), Leeville underground (inclusive of the North Leeville expansion), Carlin underground portal mines, Gold Quarry (open pit mine), Rain/Emigrant (open pit mine) and satellite open pit deposits (Perry and Green Lantern) (collectively, the “Newmont-Contributed Mines”) which were contributed to Nevada Gold Mines by Newmont. The Carlin Complex also consists of various processing facilities, which process the ore from across the Carlin Complex, as well as from Nevada Gold Mines’ other sites and toll ore.

Certain of the disclosure in this section references Barrick’s operation of Goldstrike and Newmont’s operation of the Newmont-Contributed Mines (rather than the Carlin Complex in its entirety), either for historical purposes or because the mines are operated differently following the formation of the Nevada Gold Mines joint venture.

The Carlin Complex is in Eureka and Elko Counties, near the towns of Carlin and Elko, Nevada within the high desert of the Basin and Range physiographic providence. The Carlin Complex is located within the Carlin Trend, a 61-kilometer concentration of multiple gold deposits. The mines are spread over the entirety of this 61-kilometer trend, at an elevation range of 1,585 to 2,072 meters above sea level.

As of December 31, 2022, the Carlin Complex employs approximately 3,300 employees and averages approximately 1,000 contractors.

As of December 31, 2022, the plan boundaries of the Carlin Complex encompassed more than 24,413 hectares, which include about 14,111 hectares of private land (surface and minerals) owned or controlled by Nevada Gold Mines, and approximately 10,301 hectares owned by the United States government that are administered by the United States Bureau of Land Management (“BLM”). These rights are owned or controlled through ownership of various forms of patents issued by the United States federal government and by ownership of unpatented mining and mill-site claims held subject to the paramount title of the United States federal government.

The Carlin Complex includes a total of 2,797 unpatented mining and mill-site claims to control the public acreage. Unpatented mining claims are maintained on an annual basis. All mining leases and subleases are reviewed on a monthly basis and all payments and commitments are paid as required by the specific agreements.

The open pits, the underground mines and the beneficiation and processing facilities at the Carlin Complex property are predominantly situated on land owned by Nevada Gold Mines. Primary access to the Carlin Complex is from Elko, Nevada, 46 kilometers west on Interstate I-80 to Carlin, Nevada, which is the closest town to the minesites and is located just off the Interstate. In addition, various alternate access routes use Nevada State Route 766 as well as Elko and Eureka County roads.

Sufficient surface rights have been obtained for current operations at the property.

 

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History

Initial prospecting for the Carlin Complex began in the South Area around Gold Quarry in 1870. By 1935, several small underground and surface mines had produced a few hundred tons of copper, lead, and barite. In 1925, a gold deposit was developed about 19 kilometers southeast of the Carlin deposit and is known as the Maggie Creek claims. The earliest gold mining activity in the northern part of the Carlin Trend occurred at the Bootstrap and Blue Star mines, prior to the discovery of gold at Goldstrike. At Bootstrap, just northwest of Goldstrike, antimony was discovered in 1918, followed by gold in 1946. Gold was produced at Bootstrap from 1957 to 1960. At Blue Star, immediately south of Goldstrike, gold was identified in 1957 in areas that had been mined for turquoise.

The first discovery of gold at Goldstrike was in 1962 by Atlas Minerals. PanCana Minerals Ltd. (“PanCana”) first mined the property for gold in 1976. In 1978, Western States Minerals Corporation (“WSMC”) became the operator in a 50/50 joint venture with PanCana. Barrick acquired a 50% interest and assumed management of the Goldstrike property on December 31, 1986 with the acquisition of WSMC’s 50% interest in the property. Barrick completed the acquisition of 100% ownership of the property pursuant to a plan of arrangement entered into with PanCana in January 1987.

Continued exploration by soil samples and drilling discovered low-grade gold mineralization at shallow depth until the first deep hole was drilled in 1986 at Post, discovering the Deep Post deposit. Exploration drilling from 1987 to 1988 led to the discovery of a number of other deposits similar to Deep Post. These included Betze and Screamer which, together with Deep Post, comprise the Betze-Post deposit. Other discoveries in 1987 and 1988 included Deep Star, Rodeo, Meikle (previously named Purple Vein), South Meikle and Griffin.

Newmont commenced exploration on the Carlin Trend in 1961, investigating the Blue Star mine and Maggie Creek claims. However, as negotiations to acquire the deposits were not successful, Newmont focused on exploring jasperoid outcrops located 4.5 kilometers southeast of Blue Star, subsequently delineating the North Carlin deposit. Mining commenced with an open pit at Carlin in 1965. During the late 1980s, higher grade refractory mineralization was discovered in the north Carlin area. The south area mines, the Gold Quarry and Rain deposits, were discovered in 1980, and an additional 10 deposits were identified by 1988.

On July 1, 2019, Barrick’s interest in Goldstrike was contributed to Nevada Gold Mines, a joint venture with Newmont in which Barrick has a 61.5% interest and is the operator. Goldstrike, together with the Newmont Contributed Mines, is now the Carlin Complex.

Geology

Geological Setting

Gold deposits at the Carlin Complex are hosted by lower Paleozoic sedimentary rocks that are subdivided into three major packages: an autochthonous shelf to outer shelf carbonate and clastic sequence (eastern assemblage rocks); an allochthonous, predominantly eugeoclinal sequence (western assemblage rocks); and a late Mississippian overlap assemblage.

Early phase contractional thrusts and anticlines form important structural traps across the Carlin Trend. The orientation of mineralized stratigraphy and structures across the entire Carlin Trend correlate with orientations generated by earlier deformational events. These orogenic and tectonic events formed broad amplitude, N25º-35ºW-trending, northerly-plunging anticlines within autochthonous carbonate assemblage rocks that are now preserved in uplifted tectonic windows. All Carlin Complex deposits discovered have been within or adjacent to these windows. Structures on the Carlin Complex record a complex history of contractional and extensional tectonics and later reactivation during successive periods of deformation.

 

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Mineralization

Gold mineralization was emplaced approximately 39 million years ago along favorable stratigraphy and structural features such as faults and folds, and along contacts between sedimentary rocks and the intrusive rocks. Faulting provided major conduits for mineralizing fluids and may also have produced clay alteration that may have acted as a barrier to mineralizing fluids. Also, lithology and alteration contacts act as permeability barriers to fluids causing mineralization to pond along them, particularly where feeder structures intersect these contacts.

Mineralization consists primarily of micrometer-sized gold and sulfides disseminated in zones of siliciclastic and decarbonated calcareous rocks and commonly associated with jasperoids. Mineralization is predominantly oxides, sulfides, or sulfide minerals in carbonaceous rocks, and the ore type determines how it is processed.

Mining Operations

Production and Mine Life

The Carlin Complex facilities are a major process plant for the entire Nevada Gold Mines operations and therefore are expected to operate past the current Carlin Complex life-of-mine plan, which ends in 2045 based on existing reserves.

Open Pit

The Carlin Complex has four major open pit operations including Goldstrike, Gold Quarry, Goldstar (part of the Genesis/Tri-Star pits), and South Arturo (which returned to production in December 2022). All of these are truck and shovel operations. Blasting is required and blast patterns are laid out according to material type, using rock type designations of hard, average, soft or a combination of the three. The pit design varies between 6.1-meter to 12.2-meter (20 to 40 foot) benches and, where possible, up to 18.3-meter (60 foot) benches in the ore, though mined in 6.1-meter (20 foot) cuts. Slopes vary based on location.

The current mine equipment fleet will be used throughout the mine life and is shared with the other mines at the Carlin Complex. The number of loading and hauling units allocated to each deposit varies depending on the operational needs from the mine plans. The equipment list also includes the auxiliary equipment needed to support mining and the re-handling of the ore from the stockpile pad into the mill feeders.

Underground

The Carlin Complex has three major operating underground mines including Goldstrike underground, Leeville, and the Portal Mines (including Pete Bajo, Exodus, El Nino, and Rita K). All mines utilize drift-and-fill and/or long-hole stoping and are accessed by shaft and/or portals. Ground conditions vary greatly in the different mining areas. Poor conditions in some areas are due to increased brecciation and/or alteration of original structures. Oxidation affects rock strengths in some areas and requires corrosion-resistant ground support. Generally low-strength rock conditions and ore geometry are the key factors in method selection and mine design. Once ore is mined, openings are filled with either cemented rock fill, uncemented run of mine waste, or paste fill. Mines are ventilated using ventilation fans located both on surface and underground and mechanical cooling is deployed in Goldstrike underground to manage higher ambient rock temperatures.

Secondary egress is provided through a series of escape raises and declines. In addition, there are refuge chambers strategically located throughout the mine in accordance with Nevada Gold Mine’s refuge policies. The current underground production mobile equipment fleet across the Carlin Complex consists

 

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of load-haul-dump units, haul trucks, jumbo drills, longhole drills, and rock bolters. Additionally, there are many function-specific utility vehicles to support the movement of personnel and materials to support mining. The underground mining fleet can be shared across the different Nevada Gold Mine operations as needed, per the integrated mine plan.

Processing

The Carlin Complex includes a series of integrated facilities to process ores from multiple open pit and underground sources within the Carlin Complex, as well as ore from other Nevada Gold Mines operations. Plant facilities have the flexibility to treat the mineralization that is typical of the various Carlin-style deposits. Ores are classified based on gold grade, level of oxidation, refractory characteristics (e.g., presence of preg-robbing components in ore) and proximity to processing facilities. An integrated process production plan is used.

The processing operations contained in the Carlin Complex include roasters, autoclaves, and heap leach pads and include: Gold Quarry Concentrator (formerly Mill 5), Gold Quarry Roaster (formerly Mill 6), South Area Leach, North Area Leach, Emigrant Area Leach, Goldstrike Roaster and Goldstrike Autoclave.

Infrastructure, Permitting and Compliance

Infrastructure at the Carlin Complex has been constructed on an as-needed basis since the 1960s. A considerable amount of infrastructure has been built, including process plants, workshops, tailings, leach and waste facilities; offices, roads and rail connections; power, process and potable water facilities; and communication facilities.

Electrical power is transmitted to the Carlin North Area, Leeville underground, Carlin underground portal mines and Goldstrike by NV Energy. Electrical facilities include multiple main substations (Mill, South Block, and Bazza), several smaller substations throughout the property, and transmission lines. Power to the Gold Quarry and Emigrant mines is provided by transmission line on the Wells Rural Electric Power Company Grid. In October 2005, Barrick commissioned the Western 102 power plant that is located approximately 15 miles east of Reno, Nevada. It has the capacity to supply 115 megawatts of electricity to Goldstrike using 14 reciprocating gas-fired engines, and also has a one-megawatt solar plant. The power plant provides Goldstrike with the flexibility to generate its own power or buy cheaper power from other producers, with the goals of minimizing the cost of power consumed and enhancing the reliability of electricity availability at its mine. In mid-2008, the TS power plant was constructed, which now provides power for the Carlin North Area and other Carlin Complex sites, via NV Energy transmission lines. In February 2020, Barrick announced the planned conversion of the TS power plant to a dual fuel process, allowing the facility to generate power from natural gas. Nevada Gold Mines is currently working with regulatory authorities on permitting to allow construction of the gas transmission pipeline to begin in 2023, with the goal of final commissioning by the third quarter of 2024. See “Sustainability – Climate Resilience” for information on the GHG emissions reductions associated with the TS power plant.

Process water at the Carlin Complex is provided through existing well fields. In the Carlin North Area, Leeville underground and Carlin underground portal mines, these well fields have been used historically to provide all of the process water for the mills and heap leach facilities. At Gold Quarry, process water is supplied from the pit dewatering system. At the current dewatering pumping rates, water is diverted to the various processes when needed and any excess dewatering water is discharged to Maggie Creek via a permitted water discharge facility. During irrigation season, some of the discharge water is utilized by the Nevada Gold Mines-owned Hadley Ranch. At the Carlin North Area, Leeville underground, Carlin underground portal mines and Goldstrike, potable water is provided by permitted water wells and supporting treatment and infrastructure facilities. Potable water at Gold Quarry is provided by three permitted water wells and the related infrastructure. Emigrant has no potable water sources or water treatment facilities.

 

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Water management operations at Goldstrike include a system of dewatering wells, piezometers, water collection and conveyance facilities, water storage, water use, and various management options for discharge of excess water. Barrick is authorized by a discharge permit issued by the Nevada Division of Environmental Protection to discharge water produced by its groundwater pumping operations to groundwater via percolation, infiltration and irrigation.

All material permits and rights to conduct existing operations at the Carlin Complex have been obtained and are in good standing.

Environment

The Carlin Complex is situated in the high desert region of the Basin and Range physiographic province. Precipitation averages 23 to 33 centimeters per year across the Carlin Complex, primarily derived from snow and summer thunderstorms. There are warm summers and generally mild winters; however, overnight freezing conditions are common during winter. The effect of climate on the operations is minimal and operations are possible at the property year-round.

Estimated future reclamation and closure costs at Carlin are reported in Barrick’s financial statements as part of the amounts that were recorded under IFRS, as defined by IAS 37. As at December 31, 2022, the recorded amount of estimated future reclamation and closure costs for Carlin that were recorded under IFRS, as defined by IAS 37, and that have been updated each reporting period was $315 million (100% basis) (as described in Note 2q to the Consolidated Financial Statements). Nevada Gold Mines has provided the financial security as required by governmental authorities in connection with the reclamation of the mine area.

In 2022, all activities at the Carlin Complex were, and continue to be, in compliance in all material respects with applicable corporate standards and environmental permits and regulations.

Exploration and Drilling

The Carlin Complex is endowed with several gold deposits and presents opportunities for both resource expansion and new discoveries. Barrick continues to hold its land position and evaluates new opportunities as warranted.

Significant updates to geological models at Leeville, Ren, Arturo, Rita K, and greater Carlin have identified additional areas of significant growth potential. In addition, remodeling of these complex structural and altered terranes has improved our targeting confidence, maximizing the value of planned drilling.

At North Leeville, 2022 surface drilling continued to expand the maiden inferred resource footprint while delineating growth opportunities along prospective structures and favorable host lithologies. To date, drilling has confirmed a pivotal structural link between high-grade drill results in North Turf and North Leeville. Drilling in 2023 will continue to target strategic ounces to the north and east of the defined mineral resource at North Leeville and North Turf.

At Rita K, high grade reserve and resource definition continued to confirm the structural model south from Leeville into Rita K proper. Similar structural relationships (ramping structures upgraded by later high-angle, northwest striking, and dike filled normal faults) observed in Turf and West Leeville have been identified as high-grade controls to mineralization at Rita K. Extensive 2023 programs are planned in both Upper and Lower Rita K to test the extents of this new targeting model and provide definition proximal to mining areas.

At Ren, infill drilling continued to upgrade lower-confidence areas within the maiden resource footprint in the eastern JB Zone and further define the extents of the western Corona Corridor. This 2022 drilling

 

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program increased Nevada Gold Mines’ understanding of the low-angle controls on mineralization within the sheared package of Devonian Rodeo Creek Formation. This updated understanding will also inform Nevada Gold Mines’ 2023 surface step-out exploration program, which is aimed at extending known mineralization in the Corona Corridor further to the north-northeast of successful 2022 drilling.

To the east of the El Nino mine, exploration drilling has defined a mineralized fold and thrust system within the 300 meter wide down-dropped block of the East Bounding fault. Mineralization remains open, and untested down-dip in the hanging wall. To the south along strike, two additional holes each stepping over two kilometers intersected strong alteration, structural complexity, and thick low-grade mineralization. Drilling in this new over seven kilometer long prospective corridor will continue in 2023.

A total of 146,889 meters were drilled across the Carlin Trend for 2022. Surface geological mapping and prospecting continues peripheral to operations across the Carlin Complex.

Royalties and Taxes

There are numerous royalties that pertain to the active mines within the Carlin Complex. Royalty payments vary each year depending upon actual tonnages mined, and the amount of gold recovered from that mined material. The Goldstrike area has various royalty holders with a maximum overriding net smelter royalty of 4% and net profit interest royalties of between 2.4% and 6% over various parts of the property. With respect to various other Carlin deposits, Nevada Gold Mines pays third-party royalties that vary from 1% to 9% of production.

In connection with the formation of Nevada Gold Mines, each of Barrick and Newmont was granted a 1.5% net smelter return royalty over the respective properties they contributed (including Goldstrike and the Newmont-Contributed Mines). Each of these “retained royalties” is only payable once the aggregate production from the properties subject to the royalty exceeds the publicly reported reserves and resources as of December 31, 2018.

The State of Nevada imposes a 5% NPT on the value of all minerals severed in the State. This tax is calculated and paid based on a prescribed net income formula which is different from book income.

The Nevada Legislative Session ended on May 31, 2021 with the passing of AB495, a new mining excise tax applied to gross proceeds. The revenue generated by this new excise tax will be directed towards education. This new tax became effective on July 1, 2021 and is a tiered tax, with a highest rate of 1.1%.

Certain of Barrick’s mineral reserves and operations at Nevada Gold Mines occur on unpatented lode mining claims and mill sites that are on federal lands subject to U.S. federal mining and other U.S. federal and state laws. Changes in such laws, or regulations promulgated under such laws, could affect mine development, expansion, and closure projects. Such changes are frequently and are currently being discussed or at issue before executive and administrative agencies of the U.S. federal government, cases pending in the U.S. federal court system and in proposed legislation in the U.S. Congress. For more information, see “Legal Matters – Government Controls and Regulations”.

 

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Mining and Processing Information

The below table summarizes certain mining and processing information for the Carlin Complex for the periods indicated:

 

     Year ended
December 31, 2022
          Year ended        
        December 31, 2021        
  Tonnes mined (000s)    67,971   75,207
  Tonnes of ore processed (000s)    11,485   14,282

  Average grade processed

  (grams per tonne)

   3.60   2.97
  Ounces of gold produced (000s)    966   923

 

1

Amounts represent Barrick’s 61.5% share. On September 7, 2021, Nevada Gold Mines announced it had entered into an Exchange Agreement with i-80 Gold to acquire the 40% interest in South Arturo that Nevada Gold Mines did not already own in exchange for the Lone Tree and Buffalo Mountain properties and infrastructure. Operating results within Barrick’s 61.5% interest in Carlin includes Nevada Gold Mines’ 60% interest in South Arturo up until May 30, 2021, and 100% interest thereafter, reflecting the terms of the Exchange Agreement which closed on October 14, 2021.

The most recent technical report on the Carlin Complex is the technical report entitled “Technical Report on the Carlin Complex Mines, Eureka and Elko Counties, Nevada, USA” dated March 25, 2020 and authored by Nevada Gold Mines. This technical report has been filed on SEDAR in accordance with National Instrument 43-101.

 

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The following diagrams show the design and layout of the Carlin Complex.

 

LOGO

 

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LOGO

 

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Turquoise Ridge Complex

General Information

Project Description

Nevada Gold Mines operates the Turquoise Ridge Complex, located in Humboldt County, Nevada. In connection with the formation of Nevada Gold Mines, Barrick’s 75%-owned Turquoise Ridge Mine (25% Newmont) and Newmont’s Twin Creeks Complex were combined as a single operation, now known as the Turquoise Ridge Complex. The combined mining operation is comprised of the Turquoise Ridge Underground, Vista Underground, and Turquoise Ridge Surface (comprised of the Mega and Vista open pits).

The Turquoise Ridge Complex is located in the Potosi Mining District, approximately 40 kilometers northeast of the village of Golconda, Nevada and approximately 64 kilometers northeast of Winnemucca, Nevada. The property is accessible from Golconda by a paved road, followed by an improved gravel road to the mine gates. Turquoise Ridge Underground covers an aggregate area of 2,402 hectares, which consists of 1,145 hectares of unpatented mining and mill-site claims and 1,257 hectares of patented/fee land. Turquoise Ridge Surface covers a total area of 12,092 hectares, of which 7,102 hectares are unpatented mining claims and 4,989 hectares are patented/fee lands. All Vista Underground mining activities are contained within the Turquoise Ridge Surface mining footprint and claim areas. The Fiberline Project area (100% Newmont-owned property) is excluded from the Nevada Gold Mines’ joint venture area and does not encroach on the mineral reserve or mineral resource pit designs.

Refractory ore is processed at the Sage autoclave, while non-refractory ore is processed at the Juniper oxide mill or stacked on heap leach pads. All processing facilities are located at Turquoise Ridge Surface on the legacy Twin Creeks property.

Turquoise Ridge Underground produces high-grade refractory (carbonaceous/sulphide) gold ore from a long-life (currently 22 years) underground operation, accessed via three shafts and a system of internal ramps, and utilizes underhand drift-and-fill and long-hole stoping mining methods with cemented aggregate backfill. Turquoise Ridge Underground is currently hoisting 2,570 tonnes of ore per day, which is expected to ramp up following the full commissioning of the Third Shaft 2280 level skipping station. Vista Underground is a portal and ramp accessed vein-style stoping mine which produces approximately 560 tonnes of ore per day, with approximately one year of mine life remaining. Turquoise Ridge Surface has currently paused mining in the open pits, while ore from stockpiles is processed. Mining from the open pits is expected to resume in the medium to long-term and continue until 2034 at approximately 57,000 tonnes mined per day. Nevada Gold Mines has prepared a life of mine production schedule for the three operations (Turquoise Ridge Underground, Turquoise Ridge Surface, and Vista Underground) and the processing facility with production planned into 2044.

Vista Underground produces sulphide ore, while Turquoise Ridge Surface produces oxide heap leach, oxide mill and sulphide ore. Processing operations at the Turquoise Ridge Complex consist of the Sage Autoclave, Juniper Oxide CIL plant and heap leach pads.

Sufficient surface rights have been obtained for current operations at the Turquoise Ridge property.

As of December 31, 2022, the Turquoise Ridge Complex had approximately 800 employees and 750 contractors.

 

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History

Mining for copper, lead, and silver first began on the Turquoise Ridge Underground property in 1883. Tungsten was discovered in 1916 and mined sporadically until 1957. Gold was discovered at the present day Getchell minesite in 1933, with Getchell Mine Inc. operating the property from 1934 to 1945. From 1960 to 2009, there was sporadic production at the Getchell mine including underground mining, open pit mining, and heap leaching of the dumps.

A deep drilling program began in 1993 in the Turquoise Ridge area. Planning and engineering for a new underground mine was completed in 1995. By mid-1998, a production shaft was completed at a depth of 555 meters below the surface. In February 2000, mining was suspended at the Getchell Main underground mine. Drilling continued on the Turquoise Ridge and North Zone deposits, but due to depressed gold prices, the entire property was shut down in February 2002. Production resumed in February 2003. As a result of operational and safety issues, Getchell Underground was placed on care and maintenance in April 2008. Full closure of the Getchell Underground mine occurred in the summer of 2009.

Turquoise Ridge Surface (the former Twin Creeks property) was formed in 1993 by the consolidation of the Rabbit Creek Mine and the Chimney Creek Mine. The Chimney Creek orebody was discovered in 1985 by Gold Fields Mining Corporation, while the Rabbit Creek property was discovered by Santa Fe Pacific Gold Corporation in 1987. In May 1997, a predecessor company of Newmont acquired Twin Creeks, which remained wholly-owned by Newmont until the formation of Nevada Gold Mines in 2019. The former Rabbit Creek is located in the south end of the property, including what is now known as Mega Pit.

On July 1, 2019, Barrick’s 75% interest in Turquoise Ridge, together with Newmont’s 25% interest in Turquoise Ridge and its interest in Twin Creeks, were contributed to Nevada Gold Mines. Due to their proximity, as well as geological, operating and processing synergies, the Turquoise Ridge mine and the Twin Creeks mine and processing facilities have been combined for planning and management purposes into a single complex known as the Turquoise Ridge Complex. Barrick is the operator of Nevada Gold Mines.

Geology

Geological Setting

The Turquoise Ridge Complex is situated within the Basin and Range province, near the northeast end of the Osgood Mountains. The Osgood Range is underlain by Cambrian Osgood Mountain Quartzite, Cambrian Preble Formation, Ordovician “Comus” Formation and the “upper plate” Valmy Formation. These units are unconformably overlain by the Permian Etchart Formation (Antler Peak Equivalent) of the Roberts Mountains overlap assemblage, and by the Triassic Golconda allochthon. These uppermost units form a belt of outcrops flanking the western and northern sides of the Osgood Range. All of these units are intruded upon by two generations of felsic intrusive rocks – a set of 114 Ma dacite dikes and sills at Turquoise Ridge Underground and Turquoise Ridge Surface and the 92 Ma Osgood Stock and temporally related dikes and sills. To date, no Eocene intrusive rocks have been identified at the Getchell, Turquoise Ridge Surface, or Pinson camps.

Mineralization

Mineralization of the Turquoise Ridge Underground deposit generally consists of disseminated, micron-sized gold occurring in arsenic-rich rims forming on pyrite, chiefly within decalcified, carbonaceous rocks. All gold bearing zones at Turquoise Ridge Underground are located in proximity to granodiorite dykes that splay from the Osgood stock. Mining and exploration activities at Turquoise Ridge Underground are centered on limestone and mudstone horizons adjacent to these dykes.

 

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Mineralization at Turquoise Ridge Surface is localized in decalcified carbonates, but can occur less frequently in argillized and sulphidized basalt. Silicification is common in Comus Formation sediments immediately adjacent to basaltic contacts with generally lower gold grades. At Vista Underground, mineralization is largely confined to the Trench Fault shear zone.

Mining Operations

Production and Mine Life

Turquoise Ridge Underground is accessed via three shafts and a system of internal ramps and utilizes underhand drift-and-fill and longhole stoping mining methods with cemented aggregate backfill. Construction of a Third Shaft continued in 2022 and commissioning was completed in the fourth quarter of 2022. The Third Shaft provides additional ventilation and allows Turquoise Ridge to increase mining rates. See “Third Shaft” below. Vista Underground consists of two portals and a system of underground ramps accessing a steeply dipping mineralized zone where narrow-vein longitudinal stoping takes place. Vista Underground has been developed to access the vein in multiple horizons with two main barrier pillars to be mined on retreat. Turquoise Ridge Surface operates the Vista and Mega open pits, as well as providing ore rehandle and surface project work at Turquoise Ridge Underground. Turquoise Ridge Surface uses conventional open pit mining methods including drilling, blasting, loading, and hauling.

Nevada Gold Mines has prepared a life of mine production schedule based on processing facilities and current mineral reserves for the three operations (Turquoise Ridge Underground, Turquoise Ridge Surface and Vista Underground) with production planned into 2044. The current planned minimum production rates for Turquoise Ridge Underground are approximately 2,865 tonnes of ore per day, approximately 550 tonnes of ore per day at Vista Underground, and approximately 57,000 tonnes mined per day at Turquoise Ridge Surface.

Processing

In the current life of mine plan, refractory ore from the Turquoise Ridge Complex is processed at the Sage autoclave while non-refractory ore is processed at the Juniper oxide mill or stacked on heap leach pads. All processing facilities are located at Turquoise Ridge Surface on the legacy Twin Creeks property. The previous toll milling agreement in place between Barrick and Newmont was terminated in connection with the formation of Nevada Gold Mines in 2019.

Infrastructure, Permitting and Compliance

Material existing infrastructure at Turquoise Ridge Underground includes a tailings facility, a mobile equipment mining fleet, an underground dewatering facility, a 120-kilovolt electrical power line connection to the grid and a water treatment plant with capacity of 3,500 gallons-per-minute.

Material existing infrastructure at Turquoise Ridge Surface includes three active waste dumps, tailings facilities, one oxide mill (Juniper), one refractory mill (Sage) with two autoclaves, one active leach pad (Izzenhood) and a refinery. The Vista Underground uses the existing infrastructure of the Turquoise Ridge Surface.

Power requirements for Turquoise Ridge Underground are purchased outside the local provider system under open-access provisions whereby power is purchased on the open market or from the Western 102 power plant (which is owned and operated by Nevada Gold Mines). Power requirements for Turquoise Ridge Surface, Vista Underground, and the process facilities located at the legacy Twin Creeks property, in addition to the supporting infrastructure, are satisfied by both the TS power plant owned by Nevada Gold Mines (originally built by Newmont and placed into operation in 2008) and grid power from NV Energy.

 

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As of December 31, 2022, all material permits and rights to conduct existing operations at the Turquoise Ridge mine have been obtained and are in good standing or were in the process of renewal.

Third Shaft

Production from the Third Shaft, with nameplate hoisting capacity of 5,000 tonnes per day, started in the fourth quarter of 2022 and is included in the current life of mine plan. Together with increased hoisting capacity, the Third Shaft provides additional ventilation for underground mining operations as well as shorter haulage distances. Site preparation for the Third Shaft started in 2017, and shaft sinking to its final depth of 989 meters below the collar was completed between 2019 and 2021. First production skipping from the 2280 level began in the third quarter of 2022. Final construction activities, including surface infrastructure, will conclude in 2023, but are not expected to impact the production or hoisting capacity of the shaft.

Construction activities in 2022 included 2280 and 3150 level station breakthroughs, shaft steel installation, surface construction of an additional main exhaust fan, surface construction of the change house facility, and the construction of underground infrastructure.

As of December 31, 2022, Barrick has spent $273 million out of an estimated capital cost of approximately $300-$330 million (on a 100% basis).

Environment

The climate in the area of the Turquoise Ridge Complex is a semi-arid, steppe climate characterized by dry, hot summers and cold winters. The Turquoise Ridge Complex operates on a year-round basis and is not regularly affected by climatic conditions.

The Turquoise Ridge Complex maintains several permits for the operation, and tracks permits carefully to ensure ongoing compliance. Nevada Gold Mines environmental staff carry out sampling, monitoring and record keeping, and are involved in permit applications and renewals as required. The Turquoise Ridge Complex is operating in compliance with all applicable regulations and permit requirements as required by federal and state agencies. In 2022, all activities at the Turquoise Ridge Complex were, and continue to be, in compliance in all material respects with applicable corporate standards and environmental permits and regulations.

As at December 31, 2022, the recorded amount of estimated future reclamation and closure costs that were recorded under IFRS, as defined by IAS 37, and that have been updated each reporting period, was $64 million (100% basis) (as described in Note 2q to the Consolidated Financial Statements). In connection with the reclamation of the mine area, Nevada Gold Mines has provided security as required by governmental authorities.

For additional information regarding Barrick’s environmental initiatives, see “Sustainability”.

Exploration and Drilling

At Turquoise Ridge, Nevada Gold Mines is pursuing the considerable growth potential both near and between the mines. The Turquoise Ridge Complex has two deposits at both ends of an eight-kilometer trend. These two deposits (the legacy Turquoise Ridge and Twin Creeks properties) have a complex geological history with sparsely tested prospective ground between them. Significant work has been done on these deposits since the formation of Nevada Gold Mines, and multiple new targets in what was thought to be a maturing district have started to emerge. Several open-ended anomalies have been defined through reverse circulation (“RC”) drilling, designed to map the extents of and search for new focus areas for mineralization. For example, an opportunity along the historic property

 

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boundary is emerging southwest of the Twin Creeks mine and will be a focus for target testing as exploration moves forward in the district. At Turquoise Ridge underground, drilling to the southeast for the BBT corridor program has provided better insight on structural controls to mineralization in this area. Logging has defined two distinct structural zones along the hanging wall and footwall of the BBT fault, as well as providing a more refined understanding of the Getchell fault zone. Recent drilling in this area is expected to grow the mineral resource and further expand the mineralization footprint to the south.

Royalties and Taxes

In connection with the formation of Nevada Gold Mines, each of Barrick and Newmont was granted a 1.5% net smelter return royalty over the respective properties they contributed (including Barrick’s 75% interest in the Turquoise Ridge mine and Newmont’s 25% interest in the Turquoise Ridge mine and its interest in Twin Creeks). Each of these “retained royalties” is only payable once the aggregate production from the properties subject to the royalty exceeds the publicly reported reserves and resources as of December 31, 2018. In addition, certain areas within Turquoise Ridge Surface are subject to 2% gross proceeds royalties payable to Royal Gold. Vista Underground and Turquoise Ridge Underground are not subject to any royalties (other than as described above).

The State of Nevada imposes a 5% NPT on the value of all minerals severed in the State. This tax is calculated and paid based on a prescribed net income formula which is different from book income.

The Nevada Legislative Session ended on May 31, 2021 with the passing of AB495, a new mining excise tax applied to gross proceeds. The revenue generated by this new excise tax will be directed towards education. This new tax became effective on July 1, 2021 and is a tiered tax, with a highest rate of 1.1%.

Certain of Barrick’s mineral reserves and operations at Nevada Gold Mines occur on unpatented lode mining claims and mill sites that are on federal lands subject to U.S. federal mining and other U.S. federal and state laws. Changes in such laws, or regulations promulgated under such laws, could affect mine development, expansion, and closure projects. Such changes are frequently and are currently being discussed or at issue before executive and administrative agencies of the U.S. federal government, cases pending in the U.S. federal court system, and in proposed legislation in the U.S. Congress. For more information, see “Legal Matters – Government Controls and Regulations”.

Mining and Processing Information

The following table summarizes certain mining and processing information for the Turquoise Ridge Complex for the period indicated:

 

     Year ended
December 31, 20221
   Year ended
December 31, 20211

  Tonnes mined (000s)

   1,053    8,510

  Tonnes of ore processed (000s)

   2,541    3,793

  Average grade processed (grams per tonne)

   4.26    3.31

  Ounces of gold produced (000s)

   282    334

 

1

Amounts represent Barrick’s 61.5% share.

The most recent technical report on the Turquoise Ridge mine is the technical report entitled “Technical Report on the Turquoise Ridge Complex, State of Nevada, U.S.A.” dated March 25, 2020

 

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and authored by Nevada Gold Mines. This technical report has been filed on SEDAR in accordance with National Instrument 43-101.

The diagram on the following page sets out the design and layout of the Turquoise Ridge Complex.

 

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LOGO

 

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Pueblo Viejo Mine

General Information

Project Description

The Pueblo Viejo mine is an open pit, conventional truck and shovel mining operation located in the province of Sánchez Ramírez in the central part of the Dominican Republic, on the Caribbean island of Hispaniola. The mine is approximately 100 kilometers northwest of the national capital of Santo Domingo. As of December 31, 2022, Pueblo Viejo employs approximately 3,000 employees and 6,400 contractors.

The Pueblo Viejo mine is situated on the Montenegro Fiscal Reserve (the “MNFR”), an area specially designated by Presidential Decree for the leasing of minerals and mine development, which covers an area of 7,995 hectares at the head of the Arroyo Margajita Valley in the eastern portion of the Cordillera Central. This includes all of the areas previously included in the Pueblo Viejo and Pueblo Viejo II concession areas, which were previously owned by Rosario Dominicana S.A. (Rosario) until 2002, as well as the El Llagal and new Naranjo tailings storage facility areas, the latter of which was approved to be included in the MNFR in 2022. A special lease agreement (“SLA”) between the Dominican State and Pueblo Viejo Dominicana Jersey 2 Limited (formerly Pueblo Viejo Dominicana Corporation, (“PVD”)) governs the development and operation of the Pueblo Viejo mine. The SLA provides PVD with the right to operate the Pueblo Viejo mine for a 25-year period that commenced on February 26, 2008, the date on which PVD delivered the Project Notice under the SLA, as defined therein, with one extension by right for 25 years and a second 25-year extension by mutual agreement of the parties, allowing a possible total term of 75 years. The Pueblo Viejo deposits are located in two major areas, the Monte Negro and Moore pits, as well as other smaller satellite pits. The property is accessible year-round by paved road from Santo Domingo.

Sufficient surface rights have been obtained for current operations at the property. The new Naranjo tailings storage facility requires PVD to obtain surface rights in the planned facility location and will require completion of a resettlement program. PVD is in the process of obtaining such rights.

History

Early mining activity at the site dates back to the 1500s. Subsequent to that early mining activity, Rosario Resources commenced mining operations on the property in 1975. In 1979, the Central Bank of the Dominican Republic purchased all foreign-held shares in Rosario Resources and the Dominican Government continued operations as Rosario Dominicana S.A. Gold and silver production from oxide, transitional, and sulfide ores occurred from 1975 to 1999. The mine ceased operations in 1999. In 2000, the Dominican Republic invited international bids for the leasing and mineral exploitation of the Pueblo Viejo minesite. In July 2001, PVD (then known as Placer Dome Dominicana Corporation), an affiliate of Placer Dome, was awarded the bid. PVD and the Dominican Republic subsequently negotiated the SLA for the MNFR, which was ratified by the Dominican National Congress and became effective on July 29, 2003. In March 2006, Barrick acquired Placer Dome and, in May 2006, the companies were amalgamated. At the same time, Barrick sold a 40% stake in the Pueblo Viejo project to Goldcorp (acquired by Newmont in 2019). On February 26, 2008, PVD delivered the Project Notice to the Government of the Dominican Republic pursuant to the SLA and delivered the Pueblo Viejo Feasibility Study to the Government. In 2009, the Dominican Republic and PVD agreed to amend the terms of the SLA. The amendment became effective on November 13, 2009, following its ratification by the Dominican National Congress. The Pueblo Viejo mine achieved commercial production in January 2013. A second amendment to the SLA became effective on October 5, 2013, and has resulted in additional and accelerated tax revenues to the Government of the Dominican Republic (see “Royalties and Taxes” below).

 

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Geology

Geological Setting

The Pueblo Viejo deposit consists of high sulfidation or acid sulfate epithermal gold, silver, copper and zinc mineralization that was formed during the Cretaceous Age island arc volcanism. The key areas of mineralization are the Moore and Monte Negro pits with smaller surrounding satellite pits (Cumba, Mejita and ARD1). Exploration work continues to identify additional potential inside the MNFR. Pueblo Viejo is situated in the Los Ranchos Formation, a series of volcanic and volcaniclastic rocks that extend across the eastern half of the Dominican Republic, generally striking northwest and dipping southwest.

Mineralization

The Moore deposit is located at the eastern margin of the Pueblo Viejo member sedimentary basin. Stratigraphy consists of finely bedded carbonaceous siltstone and mudstone (PV sediments) overlying mainly quartz bearing facies (volcaniclastic and pyroclastic flow), which are underlain by horizons of andesitic facies (basaltic-andesite flows) and intrusive and pyroclastic flow. The Monte Negro deposit is located at the northwestern margin of the sedimentary basin. Stratigraphy consists of interbedded carbonaceous sediments ranging from siltstone to conglomerate that are interlayered with volcaniclastic flows. Metallic mineralization in the deposit areas is primarily pyrite with lesser amounts of sphalerite and enargite. Pyrite mineralization occurs as disseminations, layers, replacements and veins. Sphalerite and enargite mineralization are primarily in veins with pyrite, but disseminated sphalerite has also been noted in core. The mineralization extends for 2,800 meters north-south and 2,500 meters east-west and extends from the surface to 500 meters in depth.

Mining Operations

Production and Mine Life

The Pueblo Viejo mine is an open pit, conventional truck and shovel mining operation. It achieved commercial production in January 2013 and completed its ramp-up to full design capacity in 2014. Current mining operations will supplement fresh ore from the Monte Negro and Moore pits with stockpiled ore to deliver the increased throughput rates contemplated in the process plant expansion.

Based on the existing tailings facility and the completion of the process plant expansion by the end of 2023, mining activity at Pueblo Viejo of fresh ore can continue until at least 2027. Additional tailings capacity (not directly related to the ongoing construction activities for the process plant expansion), will allow Barrick to extend the life of mine beyond the 2040s. The process plant expansion and mine life extension project at Pueblo Viejo are discussed in further detail below.

Pueblo Viejo produced 428,000 ounces of gold in 2022 (Barrick’s 60% share).

Processing

Gold and silver are recovered through pressure oxidation (autoclave) of whole ore followed by hot cure and hot lime boil, prior to cyanidation of gold and silver in a CIL circuit.

The process plant is currently designed to process approximately 24,000 tonnes per day of run-of-mine refractory ore. The primary unit operations are crushing, grinding, high-pressure oxidation, washing, neutralization and a CIL circuit. The design basis for the oxygen plant is to provide the oxygen required to oxidize approximately 80 tonnes per hour of sulfide sulfur. This is equivalent to 1,200 tonnes per hour of feed containing 6.79% sulfide sulfur, assuming a design factor of 2.2 tonnes of oxygen per tonne of sulfide sulfur. Lower sulfide ores are often fed to the plant resulting in higher tonnage, often well over 30,000 tonnes per day. The rest of the process plant is designed to process a minimum 24,000 tonnes per

 

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day but can effectively process over 30,000 tonnes per day as needed. Barrick is advancing projects to expand the capacity of the process plant and tailings facilities as described in further detail below.

Copper is a by-product from the processing plant which was produced as a copper sulfide concentrate through the injection of hydrogen sulfide gas into a solution containing copper ion.

Infrastructure, Permitting and Compliance

The tailings storage area is located in the El Llagal valley, approximately four kilometers south of the plant site. The Lower Llagal tailings storage area, made up of one main dam and three saddle dams, will contain part of the potentially acid generating (“PAG”) waste rock generated over the life of the Pueblo Viejo mine as well as process tailings up to approximately mid-2027, at which point the tailings and waste rock storage will transition to the new Naranjo tailings storage facility. In addition to solids storage, the tailings facility is sized to provide storage for an operating pond and for extreme precipitation events. Additional tailings impoundment capacity, as required by the resource base, is being studied and is expected to be implemented as described in further detail below. The mine is situated in a seismically active area. The design of the dams at the site was based on the maximum credible earthquake criteria.

The process plant expansion and mine life extension project is designed to increase throughput to approximately 14 million tonnes per annum, allowing the mine to maintain minimum average annual gold production of approximately 800,000 ounces after 2022 (100% basis), and extend the life of mine beyond the 2040s with the incorporation of the new Naranjo tailings storage facility. PVD completed a pre-feasibility study for the new Naranjo tailings storage facility, adding 6.5 million ounces of attributable proven and probable reserves, net of depletion.

The process plant expansion flowsheet includes an additional primary crusher, coarse ore stockpile and ore reclaim delivering to a new single stage semi-autogenous (“SAG”) mill, and a new flotation circuit that will concentrate the bulk of the sulfide ore prior to oxidation. The concentrate will be blended with fresh milled ore to feed the modified autoclave circuit, which will have additional oxygen supplied from a new 3,000-tonnes-per-day facility. The existing autoclaves will be upgraded to increase the sulfur processing capacity of each autoclave through additional high-pressure cooling water and recycle flash capability using additional slurry pumping and thickening.

Construction for the process plant expansion is approximately 90% complete. Steelwork installation has advanced to 98% and mechanical installation to 95%. Piping and electrical installation progressed to 85% and 70%, respectively. Bulk material deliveries are mostly complete, with some minor items expected to arrive at site during the first quarter of 2023. Construction of some of the areas has been completed and commissioning activities started in January 2023. The first ore has been crushed in the new comminution circuit and first new feed to the autoclaves has been achieved using the new charge pumps. The Company expects to substantially complete the construction of most areas during the first quarter of 2023 and is well underway with overall commissioning. Processing of first ore utilizing the new infrastructure for the process plant expansion is expected early in the second quarter of 2023.

The technical and social studies for additional tailings storage capacity continued to advance in 2022. The Government of the Dominican Republic identified a select number of alternatives for further assessment. At the same time, Barrick conducted its own alternatives assessment, completed by a multi-disciplinary team of external subject-matter experts from various independent consulting companies. Several possible sites were initially identified and through a screening process, which considered environmental, social, and technical factors, potentially feasible sites were chosen for further evaluation. These two separate assessments independently identified four alternative sites, of which two sites located in the Sanchez Ramirez Province are being put forward for further investigation. The final location and construction of the new tailings storage facility is subject to the completion and approval of an Environmental and Social Impact Assessment (“ESIA”) in accordance with Dominican Republic law and international standards. Barrick completed an ESIA on one of the alternatives identified in accordance with the Dominican Government’s terms of reference, which was submitted during the fourth quarter of 2022. The Company expects the Government’s decision on the ESIA during the first half of 2023.

 

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Geotechnical drilling and site investigation is progressing as planned, and the engineering scope of work progressed to a pre-feasibility level during the fourth quarter of 2022. Drilling and site investigation continues and work to enable a feasibility-level design will be carried out in 2023 and into 2024.

As at December 31, 2022, Barrick has spent $828 million on the plant expansion and mine life extension project (100% basis). As previously disclosed, the estimated capital cost of the plant expansion and mine life extension project is now approximately $2.1 billion (100% basis), which incorporates the selected tailings storage facility site submitted under the ESIA. The increase is mainly due to the impact of the selected tailings storage facility site, in consultation with the Government of the Dominican Republic, as well as increases to materials and construction costs for the plant construction.

The Hatillo and Hondo Reservoirs supply fresh water for the process plant. Reclaimed water from the El Llagal tailings containment pond is used as a supplementary water supply.

Operational power requirements vary, but are generally less than 135 megawatts at 24,000 tonnes per day. In 2013, PVD commissioned a 218 megawatt Wartsila combined cycle reciprocating-engine power plant, together with an approximately 72-kilometer transmission line connecting the plant to the minesite. The power plant is located near the port city of San Pedro de Macoris on the south coast and will provide the long-term power supply for the Pueblo Viejo mine. The plant is dual fuel and was converted to natural gas from heavy fuel oil in 2020. In 2019, PVD signed a 10-year natural gas supply contract with AES Andres DR, S.A. (“AES”) in the Dominican Republic. AES also completed a new gas pipeline to the facility. The power plant began supplying power to the mine using natural gas in the first quarter of 2020. See “Sustainability - Climate Resilience” for information on the GHG emissions reductions associated with the conversion of the facility.

All material permits and rights to conduct existing operations at the Pueblo Viejo mine and power plant facilities have been obtained and are in good standing. Certain permits related to the Naranjo tailings storage facility and other changes, most notably the approval of the ESIA, are in the process of being applied for and obtained.

Environment

Elevation at the minesite ranges from 565 meters at Loma Cuaba to approximately 65 meters at the Hatillo Reservoir. The site is characterized by rugged and hilly terrain covered with subtropical wet forest and scrub cover. The region has a tropical climate with little fluctuation in seasonal temperatures. The heaviest rainfall occurs between May and October.

The Pueblo Viejo minesite is affected by a number of significant legacy environmental issues resulting from the conduct of operations at the site prior to Barrick’s involvement in the mine. Under the terms of the SLA, the Dominican State is obligated, at its sole cost and expense, to remediate and rehabilitate, or otherwise mitigate all historic environmental matters. Subject to the verification of certain conditions, PVD has agreed to act as an agent of the Dominican State to remediate the historical environmental liabilities of the State. PVD has agreed to cover the capital costs related to such remediation up to $75 million. In addition, upon PVD giving the Dominican State a Project Notice, which was issued by PVD in 2008 under the SLA, PVD assumed the responsibilities for all historic environmental matters within the boundaries of the “Development Areas”, except for hazardous substances at the Rosario’s plant site which remain the responsibility of the Dominican State. Furthermore, the Dominican State is required under the SLA, in compliance with the applicable Environmental and Social Guidelines and Policies and at its sole cost and expense, to relocate and pay all indemnification and other compensation due to certain persons with valid claims to land within the MNFR. Under the SLA, PVD and the Dominican State were required to come into compliance with the historic environmental mitigation and remediation matters, for which they are responsible under that agreement, by November 2014. PVD achieved compliance by that deadline. In the second half of 2016, PVD was contracted to act as an agent of the Dominican State to carry out activities for which the Dominican State is responsible under the SLA pursuant to the Environmental Management

 

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Plan of the State (Plan de Administración del Estado). The requisite environmental permits were received in November 2016 to carry out the first stage of the closure plan, which focuses on dewatering, buttressing, and improving the stability of the old Mejita tailings facility. Dewatering of the old Mejita tailings facility was completed in 2018, as well as the geotechnical investigation program. In 2020, the Environmental Management Plan of the State (Plan de Administración del Estado) achieved progress for the Mejita tailings cover component, with work occurring mainly at the north and central ponds. Progress was also made on the buttress excavation and phase 1 was completed in 2021. During 2022, PVD continued with the Mejita cover construction at the sludge and main ponds, with project progress of 43% against the total cover component planned achieved in 2022. At Mejita, buttress design for phase 2 is currently under review and construction is expected to resume in the second quarter of 2023.

In 2022, PVD’s activities at the Pueblo Viejo mine were, and continue to be, in compliance in all material respects with applicable corporate standards and environmental regulations.

As at December 31, 2022, the recorded amount of estimated future reclamation and closure costs that were recorded under IFRS, as defined by IAS 37, and that have been updated each reporting period, was $107 million (100% basis) (as described in Note 2q to the Consolidated Financial Statements). In addition, an environmental reserve fund has been established in an offshore escrow account, as required by the SLA, and funded by PVD during operations until the funds are adequate to discharge PVD’s closure reclamation obligations.

Exploration and Drilling

As of December 31, 2022, the drill hole database used to support the development of mineral resources for the Pueblo Viejo property contained 2,320 drill holes, comprised of 1,311 diamond drill core holes and 1,009 reverse circulation holes. Samples totaling 279,602 meters from diamond drill holes and 145,660 meters from reverse circulation holes have been collected. In addition, 22,801 close-spaced reverse circulation grade control drill holes, totaling 980,581 meters, were used to estimate the gold, silver and copper resources. The drill hole spacing is variable, ranging from 10 to 30 meters for grade control programs and 50 to 100 meters for exploration or condemnation programs.

In 2022, three main targets totaling 4,485 meters were drilled. At the first target Arroyo del Rey, which is north of the Cumba pit, the exploration program of three drill holes (1,608 meters) validated mineralization associated with a structural control similar to the Cumba satellite. At the second target, south of the Moore pit, a diamond drill and reverse circulation program (2,607 meters) in the Main Gate below the limestone validated the continuity of alteration and mineralization. These two programs will be followed up with a second phase of drilling in 2023. At the third target, the Mejita Extension, a 810.5 meter drill program did not validate economic mineralization.

Additional drilling of non-metallic targets for construction material and limestone is also planned in the Hatillo and Maimon Formations.

Royalties and Taxes

Under the SLA, PVD is obligated to make the following payments to the Dominican Republic: a net smelter return royalty of 3.2% based on gross revenues less some deductible costs (royalties do not apply to copper or zinc); a net profits interest of 28.75% based on an adjusted taxable cash flow; a corporate income tax of 25% based on adjusted net income; a withholding tax on interest paid on loans and on payments abroad; and other general tax obligations. The SLA tax regime includes a stability clause.

A second amendment to the SLA became effective on October 5, 2013, resulting in additional and accelerated tax revenues to the Dominican Government. The second amendment to the SLA includes the establishment of a graduated minimum tax, which is adjusted up or down every three years based on a

 

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financial model prepared by PVD and subject to Government approval. Based on provisions of the SLA, PVD prepared an updated financial model underpinning the graduated minimum tax rates for the period from 2023 through 2025. A draft of the next updated financial model, which will be applicable for the period from 2023 to 2025, was submitted in December 2022 and PVD is awaiting final approval from the Ministry of Energy and Mines (see “Legal Matters – Government Controls and Regulations”).

As part of PVD’s commitment to support the Dominican Republic Government during the Covid-19 pandemic, in October 2020, PVD agreed to advance payment of certain royalties to be paid between 2021 and 2023 for a total of $142 million. The final payment under this agreement was made in June 2021.

Streaming Transaction

On September 29, 2015, Barrick closed a gold and silver streaming transaction with Royal Gold for production linked to Barrick’s 60% interest in the Pueblo Viejo mine. Royal Gold made an upfront cash payment of $610 million and will continue to make cash payments for gold and silver delivered under the agreement. The $610 million upfront payment is not repayable and Barrick is obligated to deliver gold and silver based on Pueblo Viejo’s production. Barrick has accounted for the upfront payment as deferred revenue and recognizes it in earnings, along with the ongoing cash payments, as the gold and silver is delivered to Royal Gold. Barrick will also be recording accretion expense on the deferred revenue balance as the time value of the upfront deposit represents a significant component of the transaction.

Under the terms of the agreement, Barrick sells gold and silver to Royal Gold equivalent to: (i) 7.5% of Barrick’s interest in the gold produced at Pueblo Viejo until 990,000 ounces of gold have been delivered, and 3.75% thereafter; and (ii) 75% of Barrick’s interest in the silver produced at Pueblo Viejo until 50 million ounces have been delivered, and 37.5% thereafter. Silver is delivered based on a fixed recovery rate of 70%. Silver above this recovery rate is not subject to the stream. As at December 31, 2022, approximately 317,000 ounces of gold and 11 million ounces of silver have been delivered. There is no obligation to deliver gold or silver under the agreement if there is no production from Pueblo Viejo.

Barrick receives ongoing cash payments from Royal Gold equivalent to 30% of the prevailing spot prices for the first 550,000 ounces of gold and 23.1 million ounces of silver delivered. Thereafter, payments will double to 60% of prevailing spot prices for each subsequent ounce of gold and silver delivered. Ongoing cash payments to Barrick are tied to prevailing spot prices rather than fixed in advance, maintaining exposure to higher gold and silver prices in the future.

Mining and Processing Information

The following table summarizes certain mining and processing information for the Pueblo Viejo mine for the period indicated:

 

     Year ended
December 31, 20221
          Year ended        
        December 31, 20211        
  Tonnes mined (000s)    19,754   24,687
  Tonnes of ore processed (000s)    5,669   5,466
  Average grade processed (grams per tonne)    2.68   3.18
  Ounces of gold produced (000s)    428   488

 

1

Barrick’s 60% share.

The most recent technical report on the Pueblo Viejo mine is the technical report entitled “Technical Report on the Pueblo Viejo Mine, Dominican Republic” dated March 17, 2023 and authored by Mike Saarelainen, Chad Yuhasz, Richard Quarmby, Neil Bar and Bill Burton. This technical report has been filed on SEDAR in accordance with National Instrument 43-101.

 

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The Company has extensive operating experience in the Dominican Republic. Nevertheless, operating in emerging markets, such as the Dominican Republic, exposes the Company to risks and uncertainties that do not exist or are significantly less likely to occur in other jurisdictions such as the United States or Canada, such as the SLA negotiations described above. As an emerging market, additional risks and uncertainties are applicable to Barrick’s operations in the Dominican Republic. For additional details, see “Foreign investments and operations”, “Permitting and Government Relations”, “Inflation”, “Joint ventures”, “Security and human rights”, “Community relations and license to operate”, “Government regulation and changes in legislation” and “U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws” in “Risk Factors”.

While all risks cannot be mitigated or eliminated, the Company manages and mitigates controllable risks at its Pueblo Viejo operation through the consistent application of a variety of corporate governance structures and processes that are materially the same as those applied at its other operations located in developed markets. For additional details, see “Narrative Description of the Business – Operations in Emerging Markets: Corporate Governance and Internal Controls”.

The diagram on the following page sets out the design and layout of the Pueblo Viejo mine.

 

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LOGO

 

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Kibali Mine

General Information

Project Description

The Kibali gold mine (“Kibali”) is located in the northeast of the DRC in the Haut Uélé Province approximately 1,800 kilometers northeast of the capital city of Kinshasa, approximately 560 kilometers northeast of the capital of the Orientale Province, Kisangani, 1,800 kilometers from the Kenyan port of Mombasa, 1,950 kilometers from the Tanzanian port of Dar es Salaam, and 150 kilometers west of the Ugandan border town of Arua, near the international borders of Uganda and Sudan. Personnel access to Kibali is commonly through charter flight directly to site from Entebbe, Uganda which is served daily by commercial flights from European cities. Road access is available from Kampala, Uganda and is approximately 650 kilometers, which provides the primary route for the operational supply chain.

The mine has approximately 1,950 employees and 4,200 contractors.

Kibali consists of multiple mineral deposits, including: KCD, Sessenge, Sessenge SW, Gorumbwa, Pakaka, Kombokolo, Pamao & Pamao South, Mengu Hill, Mengu Village, Megi-Marakeke-Sayi, Kalimva/ Ikamva, Aerodrome and Oere. The Kibali permit covers an area of approximately 1,836 square kilometers.

Kibali Goldmines SA (“Kibali Goldmines”), a joint venture company between Barrick, AngloGold Ashanti Limited (“AngloGold”), and Société Minière de Kilo-Moto SARL (formerly Offices des Mines d’Or de Kilo-Moto) (“SOKIMO”), has been granted ten Exploitation (Mining) Permits under the DRC Mining Code (2002), eight of which are valid until 2029 and two of which are valid until 2030. The current life of mine plan for Kibali’s mineral reserves extends beyond these dates.

Pursuant to the DRC Mining Code (2002), to keep mining concessions in good standing, concession holders are required to pay certain permit fees and annual surface rights fees. All of the Exploitation (Mining) Permits are in good standing. Sufficient surface rights have been obtained for current operations at the property.

History

Moto Goldmines Limited (“Moto”), the previous operator of the Kibali project, acquired a 70% interest in the Kibali project in 2004 from SOKIMO. Moto completed a pre-feasibility study in 2006, a feasibility study in 2007, and an optimized feasibility study in 2009.

In 2009, Randgold and AngloGold entered into a 50/50 joint venture, which acquired all of the issued share capital of Moto and, as a result, Moto’s 70% interest in the Kibali project. Later in 2009, the joint venture acquired an additional 20% interest in the Kibali project from SOKIMO, giving Randgold a 45% interest in Kibali. On January 1, 2019, Barrick acquired Randgold’s 45% interest in Kibali by virtue of the Merger. Barrick is the operator of Kibali.

Geology

Geological Setting

The Kibali deposits are hosted within the Kibali Greenstone Belt (otherwise referred to as Moto granite-greenstone terrane), bounded to the north by the West Nile Gneiss and to the south by plutonic rocks of the Watsa district. The Kibali Greenstone Belt is an elongate west-northwest-east-southeast trending terrane containing Archean aged volcano-sedimentary conglomerate, carbonaceous shales,

 

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siltstone, banded iron formations, sub aerial basalts, mafic intermediate intrusions (dykes and sills) and multiple intrusive phases that range from granodiorite to gabbroic in composition. Based on textures and types of lithologies present in the stratigraphy, the rocks within the Kibali permit area are interpreted as having been laid down in an aqueous environment.

The majority of the primary lithologies are clastic (sedimentary) in origin, possibly being developed in a regional extensional environment such as a rift graben or half graben. At Kibali, the gold deposits are largely hosted in siliciclastic rocks, banded iron formations, and cherts that were metamorphosed under greenschist facies conditions, situated along a curvilinear zone 20 kilometers long and up to one kilometer in width, known as the “KZ Trend”. Gold mineralization is concentrated in gently northeast to north-northeast-plunging fold axes whose orientations are generally parallel with a prominent lineation in the mineralized rocks.

The Kibali deposits differ from many orogenic gold deposits as they are hosted within a thrust stack sequence with ductile to brittle-ductile deformational structures and a complex folding history. There are two principal structure sets: northwest-southeast striking, northeast dipping thrust faults and a series of sub-vertical northeast-southwest shear structures both of which, in association with the folding, are considered important mineralizing controls. Unlike many other orogenic gold deposits, mineralization within the Kibali district typically lacks significant phases of quartz-rich veins.

Mineralization

The mineralized deposits of the Kibali district are associated with halos of quartz, ankerite, and sericite (ACSA-A) alteration that extend into the adjacent rocks.

The KCD deposit is the principal mineralized occurrence along the Sessenge-KCD Trend. It consists of five semi-vertically stacked lodes (3000, 5000, 9000, 11000 and 12000), hosted within the volcano-sedimentary units. The location of the individual lodes within the KCD deposit are intimately controlled by the position, shape, and orientation of a series of gently northeast-plunging tight to isoclinal folds. The lodes may be linked genetically by large-scale recumbent folding developed between two bounding northeast trending structures. Higher grade developed in zones of strong to intense alteration that overprinted and texturally-destroyed previous breccia, foliation and lithological textures. These are broadly categorized as the 3000 lodes, 5000 lodes, and the 9000 lodes, all of which plunge towards the northeast at low to moderate angles.

Both the Gorumbwa and Kombokolo deposits occur along a northeast trending mineralized corridor located 800 meters to the west of the main Sessenge-KCD structural zone. Both deposits are considered to be formed from the same mineralizing event, with similar alteration and structural characteristics to the KCD deposit but significantly smaller in size.

The Mengu Hill deposit lies on the KZ North structure, to the northwest of Pakaka and to the south of Mofu-Oere. The mineralized lens is cigar-like in shape and plunges shallowly to the north-northeast. Mineralization remains open down plunge.

The Aerodrome-Pakaka-Pamao deposits are located along the KZ North trend, in the gently north-northeast- to east-dipping shear zone. The presence of significant arsenopyrite at Pakaka distinguishes it from other deposits and prospects along the northern half of the KZ Trend. The structures combine to produce a broad northeast plunging open anticlinal structure, with Pamao on the west limb, and Pakaka on the east. The weathering profile at Pakaka is relatively deep up to 70 meters.

The Mengu Village deposit is located near the northwest end of the Pakaka-Mengu Trend. The mineralization is tabular in form, trending northwest and dipping shallowly to the northeast, and is hosted by conglomerates with thin ironstone and carbonaceous shale intercalations.

 

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The Megi-Marakeke-Sayi deposit comprises three individual deposits, Megi, Marakeke, and Sayi, separated by lower grade mineralization but are mined in a single open pit. The Megi-Marakeke-Sayi deposit occurs as multiple tabular lenses that trend northwest and dips gently to the northeast.

The Kalimva/Ikamva and Oere deposits are all located along the major lineament of the KZ North Trend, north of Mengu Hill. These deposits are broadly similar in geology. The mineralization lodes in Kalimva, show a shallowly north-northeast-plunging ore-shoot along a moderate to steeply east-dipping structure locally called the Kalimva Deformation Zone and interpreted as an equivalent of the Ikamva deposit.

Mining Operations

Production and Mine Life

Open pit mining takes place in a number of satellite pits over approximately 20 kilometers. Some of the pits are relatively shallow and have a short mine life of two years or less, such as Aerodrome, while others are deeper and have a longer life of more than two years, such as Sessenge, Pamao, Pakaka, Gorumbwa, Kalimva/Ikamva, Megi-Marakeke-Sayi and KCD. Mining has now been completed at the Mofu (2015), Mengu Hill, Kombokolo and Rhino (2016) pits.

As of December 31, 2022, the operational pits were Pamao, Gorumbwa, Sessenge and Aerodrome. Open pit mining is conducted by the contractor Kibali Mining Services, a local DRC company, using either free-dig or conventional drill, blast, load, and haul methods. The mining equipment is ultimately jointly owned by Barrick and the contractor’s parent company, the Bouygues Group.

From 2023 onwards, open pit production will come from the Sessenge, Aerodrome, Pamao, Gorumbwa, Megi-Marakeke-Sayi, Kalimva-Ikamva, Oere, Pakaka, and KCD deposits. As all of the pits are characterized by the presence of a near-surface groundwater table with the potential for high groundwater inflows into the pits, a system of pumping and dewatering trenches is established prior to the commencement of mining in each of the pits, preventing the inflow of any surface water to the active mining areas.

The upper levels of the open pits are usually in weathered material, which typically is free digging material. Once fresh (unweathered) rock is encountered, drilling and blasting is required. Free digging in the upper levels uses 5 meter high benches, with 10 meter benches used for drilling and blasting operations.

The Kibali KCD underground mine is designed to extract the KCD deposit directly beneath the KCD open pit. A 50-meter crown pillar separates the pit bottom from the top of the underground mine. The Kibali underground mine is a long-hole stoping operation producing at a rate of approximately 3.8 million ore tonnes per year. Initial production was truck hauled by a twin decline to surface.

Development of the underground mine commenced in 2013. Stoping within the upper levels commenced in 2015, utilizing the twin surface decline system for the trucking of ore to surface. A vertical production shaft (751 meters deep) completed commissioning in December 2017 and ramped up to full production during 2018. From 2018 onwards, the majority of ore is hoisted to the surface via the shaft. The decline to surface is used to haul from some of the shallower stopes and to supplement shaft haulage as well as to provide ready access for plant and equipment. A major pump station has been installed near the shaft bottom with redundant capacity in the pumps and pipelines to the surface.

A significant portion of the capital and access development for the mine is in place. To date 45,844 meters of capital and access development has been completed. The current life of mine plan contains a further 19,706 meters of capital lateral development based on mineral reserves.

 

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The underground mining operations have been operated by Kibali staff since 2018. Mining methods are variants of long hole open stoping with cemented paste fill.

Ore from stopes is loaded (both by teleremote and conventional manual loaders) from the stopes into the eight ore passes via finger raises on the respective levels. This ore is then transferred by autonomous load haul dumpers (LHDs) into two coarse ore bins and then into two primary crushers, followed by two fine ore bins and independent skip loadout conveyors near the shaft bottom.

There have been no significant geotechnical failures in the active underground mining area and the rock mass model classified the rock mass as good. In addition, the life of mine deformation and stability assessment forecasts minor to locally moderate damage, which suggests mostly good mining conditions in general.

Based on current reserves, the Kibali open pit operations are expected to continue until 2034 and the underground until 2036. The addition of future open pit mineral reserves from additional exploration sites have the potential to extend open pit mining beyond 2034. The addition of future underground mineral reserves from resource conversion, such as at the 11000 lode, have the potential to extend underground mining beyond 2036. Kibali produced a total of 750,000 ounces of gold in 2022, of which Barrick’s share was 337,000 ounces of gold.

Processing

The Kibali gold processing plant comprises two largely independent processing circuits, the first one designed for oxide and transition ores and the second for sulphide refractory ore. However, both circuits are designed to process sulphide ore when the oxide and transition ore sources are no longer available. The circuit comprises crushing, ball milling, classification, gravity recovery, a conventional CIL circuit, flash flotation and conventional flotation, together producing a concentrate which goes to ultra-fine-grinding and a dedicated intensive cyanide leach.

The processing plant rated throughput is 3.6 million tonnes per annum of soft oxide rock ore through the oxide circuit and 3.6 million tonnes per annum of primary sulphide rock ore through a parallel sulphide circuit. Once the plant is sulphide only, the designed capacity is 7.2 million tonnes per annum of sulphide ore. The process plant has demonstrated improvements in throughput capability, performing beyond designed capacity at consistent recovery performance. Overall, the actual process plant gold recovery in 2022 met design standards at an average rate of 88%.

Infrastructure, Permitting and Compliance

The primary source of raw water supply is rain and spring water catchments with top-up from a borehole system and a final backup from the Kibali River. Raw water is collected and stored in the raw water dam, which has a storage capacity of 9,500 cubic meters. The processing plant requires approximately 46,000 cubic meters of water per day, which is sourced by reclaiming water from Kibali’s two tailings storage facilities.

Since there is no national grid power supply to the site, Kibali is dependent on its own power generation facilities. The power supply currently comes from a mix of on-site, high-speed diesel generator sets and three off-site hydropower stations (Nzoro II, Ambarau and Azambi). The hydropower system has a combined potential total peak capacity of approximately 43 megawatts and has backup installed capacity for approximately 43 megawatts of thermal generation.

All material permits and rights to conduct existing operations at the Kibali operations have been obtained and are in good standing.

 

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Environment

An environmental management plan is in place, and the Kibali operations are ISO 14001:2015 certified and independently audited to continuously improve environmental management. The site is also audited against the requirements of the ICM Code.

Waste rock is generated and disposed of on Waste Rock Dumps (“WRDs”) that are located adjacent to the open pits and underground shaft. Tailings are generated from the plant and disposed of in two separate tailings storage facilities – the flotation tailings storage facility and cyanide tailings storage facility. Commissioning of a detox plant for the cyanide tailings stream is planned to commence in 2023 with ICM Code certification in 2024.

Although the original vegetation has been largely transformed through human activity, three plant species (Albizia (albizia ferruginea), Guarea Cedrate and Preygota Beguaertii) were recorded within the Kibali permit which are considered to be of conservational significance.

In 2022, all of Kibali’s activities were, and continue to be, in compliance in all material respects with applicable corporate standards and environmental regulations.

As at December 31, 2022, the recorded amount of estimated future reclamation and closure costs that were recorded under IFRS, as defined by IAS 37, and that have been updated each reporting period, was $28 million (Barrick’s 45% attributable share was $12.6 million) (as described in Note 2q to the Consolidated Financial Statements).

Exploration and Drilling

The focus of exploration at Kibali in 2022 was on resource replacement and additions, reviewing and testing opportunities and potential within and outside the known deposits and testing extensions down plunge for underground potential.

During 2022, the exploration drill program defined a new inferred mineral resource for the 11000 lode of the KCD deposit from underground as well as a new inferred mineral resource for Gorumbwa Underground. New indicated mineral resources were added on the 3000, 5000 and 9000 lodes in the KCD underground and at the Oere and Ikamva satellite open pits. A number of deposits including Kalimva and Mengu Hill also underwent drilling programs to test the down plunge continuity for underground opportunity. RC and diamond drilling were conducted on early stage targets, including Makoro and Zambula, to test potential opportunity. A total of 32,785 meters of diamond drill core in 113 holes and 171,037 meters of RC in 3,236 holes were drilled from surface exploration and grade control drilling programs in 2022.

Future greenfields exploration will continue to involve testing of grassroots targets identified by the 2018 stream sediment survey. Follow-up works including geological mapping, local soil sampling grids and rock chip channel sampling will be focused at Abimva and Marabi. If successful, targets will be tested with further drilling. Additional anomalous catchments, together with the newly generated targets, will be tested during the next three to five years to sustain a level of exploration target turnover that ultimately supports the mine’s depletion replenishment pipeline for several years. Other planned works include continuing to drill test the potential highlighted at Zambula and Zakitoko. A follow-up program will also be conducted based on results of the first phase of drilling. Aindi Watsa will also be reviewed geologically to highlight potential opportunity to test further and a geophysical survey is planned for Makoro to highlight potential under the thick cover before follow-up works.

Further brownfields exploration at the current underground drilling at KCD is aimed at defining additional extensions to mineralization to increase the underground mineral resources and mineral

 

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reserves over the next five years. Drilling is ongoing from dedicated exploration drill drives particularly in the down and up plunge of the 3000 lodes and down plunge of the 5000, 9000, and 11000 lodes. Gorumbwa deep drilling will continue to test for down plunge continuity of the inferred mineral resources. Brownfields exploration will also continue across a number of satellite pits and deposits, including Mengu Hill, Oere and Agbarabo-Rhino. These pits and deposits will be drill tested for down plunge extensions to mineralization and to evaluate their economic viability for further smaller satellite underground operations to support the mine life extension outside of the existing mine life.

Combined exploration efforts are planned to target the delineation of satellite deposits within the gaps between and along the structural corridors of existing mineral resources and mineral reserves. This is planned with the goal of identifying and evaluating additional targets to add to the open pit and underground mineral resources and mineral reserve, maintaining a robust depletion replenishment pipeline for several years. In addition, a framework program is planned to test the geological concepts and targets generated north-west of the main KCD mineralized corridor, with potential for near mine resources.

In all, a total of approximately 175,000 meters diamond drilling and 160,000 meters RC of exploration drilling is planned at Kibali in 2023.

Royalties and Taxes

The DRC Mining Code (2002) and associated regulations have been amended with an updated Mining Code which came into force on March 9, 2018 (the “DRC Mining Code (2018)”) and the related amended mining regulations which came into force on June 8, 2018.

The following changes made to the DRC Mining Code (2002) in 2018 introduced a series of changes at Kibali: (i) royalty charges were increased from 3.5% to 4.7%, which is not anticipated to materially impact the life of mine profitability; (ii) various increases in import and other duties from 4% to 7% depending on consumable type, which is not anticipated to materially alter the life of mine profitability; and (iii) a super-tax profit has been promulgated based on the feasibility study prepared at the time the approval was given for the construction of the Kibali project and accordingly, such a tax would only apply if the average annual gold price was in excess of $2,000 per ounce.

Full payment has been made on all taxes required by the Government to date. All payments were made under duress in order to protect Kibali’s acquired and vested rights under the DRC Mining Code (2002). See “Legal Matters – Government Controls and Regulations”.

Mining and Processing Information

The following table summarizes certain mining and processing information for the Kibali mine for the period indicated (Barrick’s 45% share):

 

     Year ended
December 31, 2022
          Year ended        
        December 31, 2021        
  Tonnes mined (000s)    16,649   14,657
  Tonnes of ore processed (000s)    3,495   3,503
  Average grade processed (grams per tonne)    3.39   3.62
  Ounces of gold produced (000s)    337   366

 

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The most recent technical report on the Kibali gold mine is the technical report entitled “Technical Report on the Kibali Gold Mine, Democratic Republic of the Congo”, with an effective date of December 31, 2021 and an issue date of March 18, 2022, authored by Rodney B. Quick, Simon Bottoms, Christopher Hobbs, Graham E. Trusler, Thamsanqa Mahlangu, Shaun Gillespie and Ismail Traore. This technical report has been filed on SEDAR in accordance with National Instrument 43-101.

The Company has extensive operating experience in the DRC. Nevertheless, operating in emerging markets, such as the DRC, exposes the Company to risks and uncertainties that do not exist or are significantly less likely to occur in other jurisdictions such as the United States or Canada. As an emerging market, additional risks and uncertainties are applicable to Barrick’s operations in the DRC. For additional details, see “Foreign investments and operations”, “Permitting and Government Relations”, “Inflation”, “Joint ventures”, “Security and human rights”, “Artisanal and illegal mining”, “Community relations and license to operate”, “Government regulation and changes in legislation” and “U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws” in “Risk Factors”.

While all risks cannot be mitigated or eliminated, the Company expects to manage and mitigate controllable risks at its DRC operation through the consistent application of a variety of corporate governance structures and processes that are materially the same as those applied at its other operations located in developed markets. For additional details, see “Narrative Description of the Business – Operations in Emerging Markets: Corporate Governance and Internal Controls”.

The diagram on the following page sets out the design and layout of the Kibali gold mine.

 

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LOGO

 

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Loulo-Gounkoto Mine Complex

General Information

Project Description

The Loulo-Gounkoto Mine Complex (“Loulo-Gounkoto”) is situated in western Mali adjacent to the Falémé River, which forms the international boundary between Mali and Senegal. Loulo-Gounkoto is located 350 kilometers west of the capital city of Bamako, 220 kilometers south of Kayes and to the northwest of the nearest town Kenieba. The Dakar to Bamako Millennium highway crosses the Loulo-Gounkoto haul road and serves as the primary access point for both mines and provides excellent road transport links with the rest of the country as well as to Senegal. The mine complex has approximately 2,500 employees and 3,500 contractors.

The Loulo gold mine (“Loulo”) consists of multiple mineral deposits including: Yalea, Gara, Loulo 3, Baboto, Gara West, P129, P125L3, P129QT. The Gounkoto gold mine (“Gounkoto”) consists of multiple mineral deposits including: Gounkoto and Faraba. The Loulo and Gounkoto permits currently cover 261.23 square kilometers and 99.94 square kilometers respectively, for a total area of 361.17 square kilometers.

The Loulo gold mine is within the Loulo Exploitation Permit (the “Loulo Permit”). The Loulo Permit was most recently amended on June 21, 2012. It covers the Gara and Yalea underground mineral reserves and the Baboto, Gara West and Loulo 3 open pit mineral reserves. The Loulo Permit remains in force for a period of 30 years from 2012, after which it is renewable if production is still taking place.

In 2010, the Gounkoto Exploitation Permit (the “Gounkoto Permit”) was granted, which was split from the Loulo Permit. The Gounkoto Permit, which incorporates the Gounkoto and Faraba Reserves, is valid for 30 years from 2012.

To keep mining concessions in good standing, concession holders are required to pay royalties and corporate taxes to the Malian government. See “Royalties and Taxes” below.

Sufficient surface rights have been obtained for current operations at the property.

History

The Gara gold deposit was discovered in 1981 by a joint venture between the Malian Direction Nationale de la Géologie et des Mines and the French Bureau de Recherches Géologiques et Minières. In 1992, BHP Minerals Mali entered into an agreement with Société des Mines de Loulo SA (“SOMILO”), a Malian company, for a joint venture that developed the Gara deposit into a mineral resource that was deemed sub-economic at the time.

During 1996, Randgold acquired BHP Minerals Mali and undertook additional regional exploration which resulted in the 1997 discovery of Yalea, the second of two deposits that make up the Loulo gold mine. Gounkoto was discovered through regional exploration in 2009, with first gold being produced at the Gounkoto open pit in 2011. On January 1, 2019, Barrick acquired Randgold’s 80% interest in Loulo-Gounkoto by virtue of the Merger.

The Loulo mine is owned by SOMILO, which is owned 80% by Barrick and 20% by the State of Mali.

The Gounkoto gold mine is owned by Société des Mines de Gounkoto SA, a Malian company, which is owned 80% by Barrick and 20% by the State of Mali.

 

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Geology

Geological Setting

Loulo-Gounkoto is located within the Kedougou-Kenieba erosional inlier. The inlier is unconformably overlain by Upper Proterozoic sandstones towards the east and further south. Loulo-Gounkoto is predominantly underlain by the Kofi formation consisting of greywacke, sandstone, argillaceous sandstone, calcareous sandstone and tourmalinized sandstone, sheared greenstone units.

Mineralization

The Yalea main mineralized body is hosted by the Yalea Shear, where it is intercepted by the Yalea Structure. The Yalea Shear is a 1.4-kilometer long brittle-ductile, north-south striking, mineralized fault that transects the Yalea Structure, which is a complex, north to north-northeast striking shear zone. The Yalea mineralization is predominantly hosted in hydrothermally brecciated argillaceous pink quartzites.

Gara (previously known as Loulo 0) is hosted within an intensely tourmaline greywacke unit which outcrops on the surface due to its high resistance to weathering. Gold mineralization is strata bound and hosted by a stockwork of quartz-carbonite-pyrite veinlets that is enveloped by footwall greywacke and hanging wall (“HW”) Sheared Quartzite Rose. The higher gold grades generally occur where the veins are most intense and the range of vein orientations more complex.

Baboto is a shear hosted deposit situated along a north-south striking shear structure located approximately 14 kilometers north-northeast from the Yalea deposit. Baboto is dominated by a thick sequence of metasediments and structural breccias. Gold mineralization is mainly associated with the finely disseminated pyrite occurring in the brittle-ductile shear breccias.

Loulo 3 is located 4 kilometers north-northeast of the Yalea mine. Loulo 3 consists of four mineralized zones: a north-northwest trending main zone (“MZ1”), which is situated on the Loulo 3 structure and is transected by the north-northeast striking main zone (“MZ2”), which is situated on the Yalea structure, and two sub- parallel northwest striking footwall zones. The stratigraphy at Loulo 3 (inclusive of Loulo 2) comprises three major lithological sub units, which from east to west include: the HW package (subunits HW1 to HW5), the host package (subunits HP1 to HP4), and the footwall (“FW”) package (subunits FW1 to FW2). The mineralization in Loulo 3 is hosted in the HP4 subunit of the Main Sandstone package with a dominant vein-hosted mineralization style within MZ1 or quartz-tourmaline veins in MZ2. These vein arrays locally transition into bedding-parallel hydrothermal breccias with local semi-massive to massive pyrite, which can also include arsenopyite and hematite, and form the high-grade shoots within the Loulo 3 deposit. The position of the high grade shoots is controlled by pre-existing competence contrasts within the host rock package.

Other minor satellite deposits are present within the Loulo Permit, which exhibit similar geological characteristics to the other major deposits outlined above.

Gounkoto is a large north-northwest trending shear zone, with a complex assemblage of ductile shear breccias, shears and faults characterized by a stepped geometry, with wider zones of mineralization generally seen on the northwest trending structures and narrower zones on the north-south trending structures.

The Faraba deposit strikes north-northwest and is comprised of several zones of gold mineralization hosted within and along the contacts of north-south striking, coarse-grained, gritty sandstone units (lithic wackes) and polymictic breccias, flanked by packages of sheared argillaceous sediments. Lithological layering (transposed bedding) dips steeply westward; however, the mineralized zones (with associated silica, silica-carbonate, and late overprinting hematite alteration) dip steeply to the east. The mineralization terminates up against the west-dipping Faraba Structure at depth. Mineralization is

 

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predominantly pyrite, with subordinate arsenopyrite, local magnetite, rare chalcopyrite and pyrrhotite. The mineralization is rheological competency contrast controlled and is typically vein-hosted (i.e. massive, stringers and blebs), or occurs as dissemination in strongly altered hosts (i.e. blebs and fine grains), with semi-massive to massive sulphides typically within the lower parts of the system adjacent to the Faraba Structure. Higher-grade portions of the system appear to plunge shallowly southward in longitudinal section.

The Faraba North target consists of a series of discrete shears and hydrothermal breccia, with vein-style mineralizations associated with pyrite and arsenopyrite. The mineralization zones are sub-parallel to stratigraphy and a total of eight mineralized zones have been generated in the HW domain, and two zones of Dip Domain Boundary (“DDB”) mineralization. The eight mineralized zones in the HW domain are characterized by strong hematite alteration within the first two zones. Then, silica albite, with minor tourmaline and chlorite alternation, for the next three zones, followed by silica carbonate dominant alteration in the lower most zones. The DDB mineralization is characterized by strong silica carbonate and hematite alteration, where the highest grades are related to high strain associated.

Mining Operations

Production and Mine Life

The Loulo-Gounkoto Complex is currently comprised of open pits at Gounkoto, Faraba (which has yet to commence mining), Baboto, Loulo 3, Yalea South and Gara West. Additionally, the Yalea, Gara and Gounkoto underground mines are all currently in operation and are accessed via portals located in the open pits and a box cut. The mining method for Gounkoto underground consists of long-hole bench stoping with backfill. Development of Gounkoto underground commenced in 2020 with the aim of mining the crown pillar under the North Pit during the second quarter of 2023. This adds high-grade ounces to Loulo-Gounkoto from 2023.

Based on existing reserves, the Loulo-Gounkoto open pit operation is expected to continue until 2034 and the underground operation until 2037. Loulo-Gounkoto produced a total of 684,000 ounces of gold in 2022, of which Barrick’s attributable share was 547,000 ounces of gold.

Processing

The Loulo processing plant uses a CIL gold extraction process with a design throughput capacity of approximately 4.8 million tonnes per annum, which has progressively reached a peak of 5.1 million tonnes per annum. Throughput capacity is expected to be increased to approximately 6.2 million tonnes per annum from 2029 onwards as a result of a planned process plant expansion that is scheduled to commence in 2027. The Loulo processing plant processes ore from both the Loulo and Gounkoto operations. The plant uses a conventional crushing, milling, gravity, CIL, and tailings disposal circuit. However, the gravity circuit has been taken off-circuit since September 2017.

Gold recovery is maintained above 89% by blending the various ore sources (Yalea / Gara / Gounkoto) to control the copper and arsenic content within the mill feed. The current life of mine plan has an average recovery of 89.5%. The average gold recovery in 2022 was 91%.

Infrastructure, Permitting and Compliance

The climate at Loulo-Gounkoto is strongly influenced by the north and southward movement of the Inter Tropical Convergence Zone, which creates distinctive wet and dry seasons. Although annual evaporation exceeds the annual rainfall, an excess of water is available during the peak of the wet season (July to September) to generate surface water run-off. Water is sourced for the Loulo-Gounkoto complex from the Gara and Falémé rivers, which run through the Loulo-Gounkoto site.

 

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Power is mainly generated on site using light and heavy fuel generators. These generators are supported by power from a grid solar plant, which offsets thermal energy used during the day. Work is underway at the existing solar power plant to expand total capacity from 20 megawatts to 60 megawatts.

The scope of this project is to design, supply and install a 40 megawatts (48 megawatts peak) photovoltaic solar farm with a 36 megavolt-amperes battery energy storage system. Upon completion, Barrick expects to realize a reduction of 23 million liters of fuel, which translates to a saving of approximately 62kt of CO2 equivalent emissions per annum. The project is designed to be implemented in two phases of 20 megawatts (24 megawatts peak) solar and 22 megavolt-amperes battery storage, each with commissioning by end of 2023 and end of 2024 respectively. Upfront procurement of the photovoltaic and battery energy storage systems’ hardware has served the project team well and work on Phase 1 already commenced in 2022.

Total project status is 47% complete, with Phase 1 ramming of piles near completion and the first trackers being fitted with photovoltaic panels. As at December 31, 2022, Barrick has spent $34 million out of an expected capital cost of approximately $90 million (100% basis).

All material permits and rights to conduct existing operations at Loulo-Gounkoto have been obtained and are in good standing.

Environment

Climatic conditions do not materially affect exploration, development or mining operations.

An environmental management plan is in place, and Loulo’s operations are ISO 14001:2015 compliant and independently audited to continuously improve environmental management. The site is also audited against the requirements of the ICM Code.

In 2022, all activities at Loulo-Gounkoto were, and continue to be, in compliance in all material respects with applicable corporate standards and environmental regulations.

As at December 31, 2022, the recorded amount of estimated future reclamation and closure costs that were recorded under IFRS, as defined by IAS 37, and that have been updated each reporting period, was $28 million (100% basis) for Loulo and an additional $7 million (100% basis) for Gounkoto (as described in Note 2q to the Consolidated Financial Statements).

Exploration and Drilling

Since 1993, the following sampling has been undertaken at Loulo for a total of 2,186,343 meters: (i) diamond drilling of 6,249 drill holes for 1,321,993 meters; (ii) RC drilling of 12,381 drill holes for 551,449 meters; (iii) rotary air-blasted (“RAB”), auger and Air Core (“AC”) drilling of 11,032 drill holes for 192,289 meters; (iv) trenches of 939 cuts for 50,124 meters; and (v) underground channels of 10,425 channels for 70,488 meters.

At Gounkoto, since 1993, the following sampling has been undertaken for a total of 1,143,376 meters: (i) diamond drilling of 1,067 drill holes for 325,536 meters; (ii) RC drilling of 9,723 drill holes for 741,619 meters; (iii) RAB and auger drilling of 2,880 drill holes for 46,285 meters; (iv) trenches of 367 cuts for 26,934 meters; and (v) underground channels of 550 channels for 3,002 meters.

Exploration at Loulo-Gounkoto is focused on advancing both brownfields and greenfields targets. Brownfields exploration involves testing underground and open pit extensions of the current mineral resources for high-grade mineralization based on the structural model. The current exploration concept has been proven to be effective, with both the discovery of Gounkoto and the successful replenishment of depleted mineral resources and mineral reserves at both mines.

 

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Since then, Barrick has undertaken numerous RAB, AC, RC and diamond drilling programs, along with trenching to target Gara, Yalea, Loulo 3, Baboto, Gara West, P129, Faraba and Gounkoto. Exploration continues at Loulo-Gounkoto to replenish resources that have been depleted from mining.

Loulo-Gounkoto replaced 100% of depleted reserves in 2022 and opportunities for growth remain in both the Loulo and Gounkoto permits. Scout drilling during 2022 is scheduled to target extensions to existing mineral resources at Yalea and Gara underground plus Gara West open pit and delineation over key major structural corridors.

Exploration activity at Loulo has focused on generating targets along key prospective corridors: YRS-Hippo, Yalea Structure, P129-Farandi corridor, Gara South-Faleme and Gara West trend. At Gara West, initial drilling beneath the pit has identified high grade mineralization with potential extension of the system over one kilometer to the south down plunge along the warp fold axis. At the P129-Farandi structure, drilling confirmed the extension to the south of the alteration system with a mineralized quartz feldspar porphyry. At Hippo, scout AC drilling has returned localized strong mineralized intercept within a broad alteration system that extends over two kilometer strike to the south of the mineralization system from the Yalea Ridge South target. In addition to works on known structural trends, project-wide auger drilling completed under suppressive regolith has defined new targets. Model updates and assessment of remaining opportunities are ongoing for all of these targets, which are prioritized for drilling in 2023.

Exploration activity at Gounkoto has focused on four main areas including DB1, Faraba Complex and Toronto. At DB1, systematic RC drilling was completed over a 1.2 kilometer auger anomaly on the southern strike extension of the Domain Boundary (“DB”) structure from Gounkoto with mineralization intersected in the HW, DB and FW position. While mineralization in the main DB structure does not crop out (or project to) at surface, thick and high grade Gounkoto style FW “Finger” Zones, have been intersected, highlighting blind high grade shoot potential along the wider structure. In 2023, mineral resource growth drilling will target the gap between Faraba Main and Faraba North and will also test high grade continuity of the entire system at depth. Further drilling at DB1 is planned to test the continuity and define the size potential of the high grade finger zones for further evaluation.

Royalties and Taxes

Separate establishment conventions applicable to the Loulo and Gounkoto mines regulate the fiscal conditions under which the mines operate and are based on the Mali Mining Code (1991). The establishment conventions guarantee the stability of the regimes set out therein, govern the applicable taxes and allow for international arbitration in the event of a dispute.

A 6% royalty is payable to the Malian government based upon production, together with a corporate tax rate on profits at 30% and a minimum of 0.75% on gross revenues if a loss is made. On September 29, 2019, Mali adopted an ordinance introducing a new Mining Code of the Republic of Mali (the “2019 Mining Code”), which was published in the Official Gazette on October 30, 2019. Under the transitory provisions of the 2019 Mining Code, pre-existing mining titles and mining conventions in force remain valid for their remaining term and their holders continue to benefit from the stability of the tax and customs regime set out therein. The convention also included exoneration on fuel duties for the life of the Loulo- Gounkoto Complex. During the second quarter of 2020, the Government of Mali approved an addendum to the SOMILO establishment convention. The addendum allows for the term of the convention to be extended by a further 15 years beyond its original term, which ends in 2023. Also, certain changes to the SOMILO convention have been agreed with immediate effect, including a priority dividend that will henceforth be distributed to the State of Mali on 50% of its 20% shareholding in the mine and the application of withholding taxes on payments to foreign services providers.

 

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Mining and Processing Information

The following table summarizes certain mining and processing information for Loulo-Gounkoto (Barrick’s 80% share) for the periods indicated:

 

     Year ended
December 31, 2022
              Year ended            
            December 31, 2021             
  Tonnes mined (000s)    30,845   33,073
  Tonnes of ore processed (000s)    4,069   4,015
  Average grade processed (grams per tonne)    4.59   4.79
  Ounces of gold produced (000s)    547   560

The most recent technical report on Loulo-Gounkoto is the technical report entitled “Technical Report on the Loulo-Gounkoto Mine Complex, Mali”, with an effective date of December 31, 2022 and an issue date of March 17, 2023, prepared by Simon Bottoms, Richard Peattie, Graham E. Trusler, Thamsanqa Mahlangu, Derek Holm and Ismail Traore. This technical report has been filed on SEDAR in accordance with National Instrument 43-101.

The Company has extensive operating experience in Mali. Nevertheless, operating in emerging markets, such as Mali, exposes the Company to risks and uncertainties that do not exist or are significantly less likely to occur in other jurisdictions such as the United States or Canada. As an emerging market, additional risks and uncertainties are applicable to Barrick’s operations in Mali. For additional details, see “Foreign investments and operations”, “Permitting and Government Relations”, “Inflation”, “Joint ventures”, “Security and human rights”, “Artisanal and illegal mining”, “Community relations and license to operate”, “Government regulation and changes in legislation” and “U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws” in “Risk Factors”.

While all risks cannot be mitigated or eliminated, the Company expects to manage and mitigate controllable risks at its Mali operation through the consistent application of a variety of corporate governance structures and processes that are materially the same as those applied at its other operations located in developed markets. For additional details, see “Narrative Description of the Business – Operations in Emerging Markets: Corporate Governance and Internal Controls”.

The diagram on the following page sets out the design and layout of the Loulo-Gounkoto mine complex.

 

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LOGO

 

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EXPLORATION AND GROWTH PROJECTS

Exploration has been a compelling investment for Barrick, with a rich history of adding value from brownfields success, as well as world class discoveries, which were subsequently converted to value for shareholders by developing new mines or divesting them to reinvest in the business.

Barrick has historically grown its reserve base through a combination of discovery and acquisitions involving an exploration strategy that includes district development programs, which focus on exploration in and around its operating properties, as well as early-stage exploration programs. The Company’s strategy is to maintain a mix of projects at different stages in the exploration and development sequence. In 2022, Barrick spent a total of $198 million on its expensed global and minesite exploration and evaluation activities (2021: $186 million, excluding capitalized exploration), comprised of $196 million in exploration and $2 million in evaluation.

The foundation of the Company’s exploration strategy is a deep organizational understanding that discovery through exploration is a long-term investment and the main value driver for the business - not a process. The Company’s exploration strategy has multiple elements that all need to be in balance to deliver on Barrick’s business plan for growth and long-term sustainability.

First, the Company seeks to deliver projects of a short- to medium-term nature that will drive improvements in mine plans. Second, the Company seeks to make new discoveries that add to Barrick’s Tier One Gold Asset and Tier One Copper Asset portfolio. Third, the Company works to optimize the value of its major undeveloped projects and finally, the Company seeks to identify emerging opportunities early in their value chain and secure them by an earn-in or outright acquisition, where appropriate.

Exploration work is conducted across Barrick’s global exploration portfolio. Barrick’s exploration success can be largely attributed to the fact that Barrick has extensive land positions on many of the world’s most prospective mineral districts and a structured and disciplined approach to exploration which provides a framework for how regions and projects are selected, how they are resourced and managed, and how exploration activities are performed. The Company has maintained a strong commitment to exploration by recognizing the value to the Company of exploration and evaluation success. During 2022, the Company made significant progress in its exploration work across all regions, making a number of discoveries which are still being evaluated. In Nevada, drilling on early-stage targets in the Cortez, Carlin and Turquoise Ridge camps has confirmed the presence of anomalous mineralization with alteration and structural complexity under cover, which have the potential to vector Barrick towards new orebodies. The Company continues to intersect strong mineralization around North Leeville as well as at Turf and Fourmile. The Company also expanded beyond its existing ground holdings in Nevada, with multiple option agreements in both the United States and Canada. In Latin America, Barrick completed a restructuring of the exploration team while targets in Peru, Dominican Republic and Argentina were re-prioritized with ongoing work delivering strong early results from an historical target, Morro Escondido, near Veladero in Argentina. In the Africa and Middle East region, Barrick reported robust drill intersections in Senegal and Mali around the Loulo-Gounkoto complex and has also identified material upside around Tongon, Kibali, North Mara, Jabal Sayid and Lumwana. The Company has a new team evaluating opportunities across the Asia-Pacific region and through 2023, Barrick will maintain a healthy balance in its exploration focus between early-stage and advanced exploration projects in order to deliver on its growth and long-term business plan.

Barrick’s partnerships are thoughtful and strategic in nature. There are two primary objectives for Barrick’s exploration partnerships. The first is to augment Barrick’s operating presence in core regions. The second is to focus on emerging new district opportunities that have the potential to yield multiple new economic discoveries. Barrick seeks out partners with talent, credibility, integrity, proven track records and a strong commitment to communities and the environment. Highlights of Barrick’s recent partnership business activities include:

 

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On February 3, 2019, Barrick entered into a strategic alliance agreement with Reunion Gold Corporation to form a 50-50 alliance to jointly explore for, develop and mine certain mineral projects in the Guiana Shield, including Guyana, Suriname, French Guiana and the North and Northeast Regions of Brazil. Barrick was granted the right to acquire up to a 70% interest in designated projects.

 

   

On February 23, 2020, Barrick formed a country-wide alliance with Japan Gold to jointly explore, develop and mine certain gold mineral properties and mining projects in Japan. Barrick was granted the right to acquire up to a 75% interest in designated projects. The Strategic Alliance now includes nine projects currently held by Japan Gold.

 

   

On April 9, 2020, Barrick and Golden Minerals Company (“Golden”) entered into an earn-in agreement, pursuant to which Barrick was granted the right to acquire a 70% interest in Golden’s El Quevar project in Argentina.

 

   

On April 13, 2020, Barrick and Precipitate Gold Corp. (“PGC”) entered into an earn-in agreement, pursuant to which Barrick was granted the right to acquire a 70% interest in PGC’s Pueblo Grande Project in the Dominican Republic.

 

   

On September 21, 2021, Nevada Gold Mines and Ridgeline Minerals Corp. (“Ridgeline”) entered into an earn-in agreement pursuant to which Nevada Gold Mines can acquire up to a 75% interest in Ridgeline’s Swift gold project located in the prolific Cortez District of the Battle Mountain-Eureka Trend in Nevada.

 

   

On February 7, 2022, Barrick and Latin Metals Inc. (“Latin Metals”) entered into an earn-in agreement pursuant to which Barrick can acquire up to an 85% interest in Latin Metals’ Cerro Bayo, Cerro Bayo Sur and La Flora properties located in Santa Cruz Province, Argentina.

 

   

On August 26, 2022, Barrick and Hemlo Explorers Inc. (“Hemlo Explorers”) entered into an earn-in agreement pursuant to which Barrick can acquire an 80% interest in Hemlo Explorers’ Pic Project in Ontario.

 

   

On October 22, 2022, Barrick and Orogen Royalties Inc. (“Orogen”) entered into an option agreement pursuant to which Barrick can acquire a 100% interest in Orogen’s Pearl String project in Nevada.

 

   

On November 10, 2022, Nevada Gold Mines and Orogen entered into an option agreement pursuant to which Nevada Gold Mines can acquire a 100% interest in Orogen’s Maggie Creek project in Nevada.

The Company’s exploration projects must pass a set of filters to advance, otherwise they are eliminated. The Company aims to continually replenish its reserve and resource pipeline at all stages.

Barrick is already operating in many of the world’s most prospective gold districts, but continues to look for emerging new gold and copper districts wherever they may be. Barrick is actively evaluating gold and copper opportunities across North America and Central and South America, in the Africa and Middle East region and across the Asia Pacific region. The Company has active reconnaissance teams scouting for new Tier One Gold and Copper assets and opportunities in the Guiana Shield, Canada and more recently in Japan, Tanzania and Egypt. The Company’s teams conduct close surveillance of competitor activity to identify emerging new discoveries and projects where the full potential to yield a discovery has not yet been realized.

The Company’s mineral resource management (“MRM”) model is a core part of Barrick’s operating culture, which introduces responsible and sustainable stewardship of Barrick’s valuable orebodies to

 

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optimize and deliver value. Every site has an exploration and MRM lead who work together to update and improve Barrick’s geological models and look to immediate opportunities to identify brownfields potential for resource and ultimately reserve additions.

In 2023, Barrick expects to incur approximately $180 to $200 million of exploration and evaluation expenditures. Barrick’s exploration programs strike a balance between high-quality brownfield projects, greenfield exploration, and emerging discoveries that have the potential to become profitable mines.

Growth Projects

The Company continues to focus on the delivery of its project capital pipeline and expects attributable project capital expenditures to be in the range of $750 to $900 million in 2023, which is higher than its expenditures of $725 million in 2022. Project capital expenditures is a non-GAAP financial performance measure. For an explanation of project capital expenditures, refer to “Non-GAAP Financial Measures – Reconciliation of the Classification of Capital Expenditures” at page 216 of this Annual Information Form.

This higher level of spend reflects the final construction and commissioning activities for the plant expansion at Pueblo Viejo, which should transition to expenditure solely for the new Naranjo tailings storage facility by mid-2023. In addition, the Company’s solar power initiatives at Loulo-Gounkoto and Nevada Gold Mines continue to progress as Barrick advances towards its interim 2030 GHG emissions reduction target. The balance of expected project capital expenditures is mainly related to underground development and infrastructure at Goldrush, open pit development at North Mara and the new mining fleet at Lumwana as Barrick executes its owner-miner strategy.

Barrick also continues to take advantage of existing infrastructure to advance key growth projects. For information on the Third Shaft Project at Turquoise Ridge, which was commissioned in 2022, and ongoing expansion at Pueblo Viejo, including the process plant expansion and new Naranjo tailings storage facility, see “Turquoise Ridge Complex – Third Shaft” and “Pueblo Viejo Mine – Infrastructure, Permitting and Compliance”. For information on the development of Goldrush at Nevada Gold Mines and Kalimva/ Ikamva at Kibali see “Material Properties – Cortez Property” and “Material Properties – Kibali Mine”.

Zaldívar Chloride Leach Project, Chile

Zaldívar is jointly owned by Antofagasta and Barrick, and is operated by Antofagasta.

In December 2019, the Board of Compañía Minera Zaldívar approved the Chloride Leach Project. The capital cost of the project consists of the cost of execution and commissioning. The project contemplates the construction of a chloride dosing system, an upgrade of the solvent extraction plant and the construction of additional washing ponds.

During the first quarter of 2022, the project was successfully completed and handed over to the Zaldívar operations team. The Company spent a total of $186 million on the project, compared to the estimated capital cost of approximately $189 million (100% basis).

The project is expected to increase copper recoveries by more than 10 percentage points through the addition of chlorides to the leach solution and with further potential upside in recoveries possible depending on the type of ore being processed. This process is based on a proprietary technology called CuproChlor® that was developed by Antofagasta at its Michilla operation, which had similar ore types to those that are processed at Zaldívar. The project is expected to increase production at Zaldívar by approximately 10 to 15 thousand tonnes per annum at lower operating costs over the remaining life of mine. Ramp-up to achieve the full improvement in recoveries is currently underway and will continue during 2023.

 

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Veladero Phase 7 Leach Pad, Argentina

In November 2021, the board of Minera Andina del Sol approved the Phase 7A leach pad construction project. Phase 7B was subsequently approved by the board in the third quarter of 2022. Construction on both phases will include sub-drainage and monitoring, leak collection and recirculation, impermeabilization, and pregnant leaching solution collection. Additionally, the north channel (non-contacted water management) will be extended along the leach pad facility.

Construction of Phase 7A progressed well during 2022, despite a prolonged winter season. Construction was 91% complete as at December 31, 2022 and more than 75% of the new construction area is currently being used for ore processing.

Construction of Phase 7B commenced during the fourth quarter of 2022 and had advanced to 9% of completion as at December 31, 2022. The Company is ahead on the construction timeline and has sufficient stacking capacity for 2023 and into the second half of 2024. The Company has commenced a ramp-down of Phase 7B construction and will re-start main construction activities in the fourth quarter of 2023 to better align the timing of the capital expenditure with the operational requirements for stacking areas.

Overall, for Phase 7, project spend, as at December 31, 2022, was $89 million out of an estimated capital cost of $159 million (100% basis).

Veladero Power Transmission Project, Chile-Argentina

In 2019, Barrick commenced construction of an extension to the existing Pascua-Lama power transmission line to connect to Veladero. Upon completion, the power transmission line will allow Veladero to convert to grid power exported from Chile and cease operating the current high-cost diesel generation power plant located at site. A power purchase price agreement was executed during the fourth quarter of 2019 to supply power from renewable energy that will significantly reduce Veladero’s carbon footprint. This is expected to reduce carbon dioxide equivalent emissions by 100,000 tonnes per year upon commissioning. As previously disclosed, Barrick completed construction of the Veladero Power Transmission Project for $54 million (100% basis).

In March 2022, a Chilean trial court issued injunctions which, among other things, prohibited the administrative authority that oversees electric projects in Chile (the Coordinador Eléctrico Nacional, or CNE) from completing the procedures required to energize the Veladero Power Transmission Project. The injunctions were issued in connection with a lawsuit filed by a local mining company against Compañía Minera Nevada (“CMN”), Barrick’s Chilean subsidiary that holds the Chilean portion of the Pascua-Lama Project, to terminate certain mining easements held by CMN. In September 2022, Barrick’s Chilean subsidiary that holds the Chilean portion of the Pascua-Lama project and the plaintiff settled the dispute, and all injunctions have been vacated.

In November 2022, the Argentinian Secretary of Energy ratified a favorable six-month renewable energization and line operation permit resolution issued by Ente Nacional Regulador de Electricidad, Argentina’s national power regulator.

On December 21, 2022, the power infrastructure in Chile and Argentina was successfully energized and the Veladero mine site has since been operating mainly using grid power.

Jabal Sayid Lode 1, Saudi Arabia

The scope of this project is to develop and extract the Lode 1 orebody, located adjacent to existing underground development from the existing Lode 4 at Jabal Sayid, following the completion of a feasibility study that comfortably meets the Company’s investment criteria. The project design includes connecting

 

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underground capital development as well as surface and underground mining infrastructure upgrades to commence mining activity by June 2023. Incorporation of this new Lode within the mine plan allows an overall increase in annual mine production. Accordingly, upgrades to the mill also will enable throughput to increase, as well as support blending flexibility when treating higher zinc content from the Lode 1 orebody.

As at December 31, 2022, the project was 49% complete, with the raisebore development and equipping finished along with the cyclone cluster installation. The circuit is stable and performing well. A reagent plant and additional flotation cells installation will provide flexibility in dealing with the higher zinc content from the Lode 1 orebody. As at December 31, 2022, project spend was $27 million out of an estimated capital cost of approximately $40 million (100% basis).

Lumwana New Mobile Equipment, Zambia

During the fourth quarter of 2022, the Company began a transition to an owner-miner fleet at Lumwana following a study which concluded that this option could result in a 20% cost reduction within the first five years versus contracted services. Separately, an owner-miner strategy positions the operation well for future potential expansions including the Super Pit, which has the potential to extend Lumwana’s life into the 2060s.

With the transition, Lumwana will invest in a new fleet initially dedicated to waste stripping. During 2022, the Company placed the initial deposits on the owner-miner fleet to secure production assembly slots, with first delivery expected in the first quarter of 2023. This owner-miner transition is being executed concurrently with the Super Pit pre-feasibility study, which also commenced in the fourth quarter of 2022.

As at December 31, 2022, project spend was $27 million out of an estimated capital cost of approximately $115 million.

Nevada Gold Mines Solar Project, Nevada, USA

The TS solar project is a 200 megawatt photovoltaic solar farm located adjacent to Nevada Gold Mines’ TS Power Plant and interconnected with the existing plant transmission infrastructure. Upon completion, the project will supply renewable energy to Nevada Gold Mines’ operations and is expected to realize 254kt of CO2 equivalent emissions reduction per annum, equating to an 8% reduction from Nevada Gold Mines’ 2018 baseline.

Accomplishments in 2022 were focused on securing remaining long-lead materials and beginning construction. Remaining key material contracts were awarded and down payments issued to secure a delivery schedule. Site civil preparation was initiated with contractor mobilization, site earthworks, and substation foundation excavation. Contracts were awarded for electrical installation, commissioning, and quality control testing. Array engineering progressed to 90% complete for civil design and 60% complete for electrical design. In the first quarter of 2023, civil earthworks will continue, foundation pile installation will begin, and substation foundations will be completed in preparation to receive critical electrical equipment.

As at December 31, 2022, project spend was $64 million out of an estimated capital cost of $290 to $310 million (100% basis).

 

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Exploration

Nevada Gold Mines

Nevada Gold Mines’ land holdings encompass more than two million acres across some of the best endowed gold trends in North America. Exploration is active within each of the districts across the Nevada Gold Mines area of interest, including projects from early-stage concepts to advanced targets now delivering resource growth to the operations. At the Carlin Complex, near to medium term projects at North Leeville and Ren have advanced to the resource stage in 2022, while new district scale opportunities are being tested along the trend. Significant results were received from targets within the Little Boulder Basin and Western Spur target areas and will be a focus of 2023 activities on the property.

Activities on the Turquoise Ridge property included several early stage and technical programs to evaluate the potential between the two key deposits that form the Turquoise Ridge mine. Initial results from the Fenceline, Mega Feeder and Lupine targets have confirmed geologic concepts and the potential in these areas with exploration drilling planned to advance on each in 2023.

At Cortez, the focus of Nevada Gold Mines’ exploration activities is to the west of the Pipeline deposit where Nevada Gold Mines is earning into the Swift property. Early-stage framework drilling has confirmed several key mineral system indicators providing encouragement to advance with additional work on the property.

See “Material Properties – Cortez Property “, “Material Properties – Carlin Complex” and “Material Properties – Turquoise Ridge Complex”.

Fourmile, Nevada, USA

The Fourmile resource base is expected to grow following Barrick’s completion of an expected exploration drift from the Goldrush declines and completion of further infill drilling. In the meantime, the Company continues to establish the geological framework further to the north and seek the next potential discovery in this string of high grade orebodies.

At the Dorothy target, 800 meters north of the existing Fourmile resource, two drillholes have successfully intersected the most continuous zones of mineralization in 2022 in the target area. Gold mineralization is primarily hosted within a breccia, as seen in historic drilling, but contains a much higher concentration of mineralized clasts with more consistent sulfidation. These intercepts greatly increase the potential at Dorothy as the mineralization observed is at a lower horizon than previously tested in the target area and remains open in all directions. Initial follow-up drilling is planned to extend a historic hole which was not drilled deep enough to test the new horizon.

Both holes also intersected shallower gold mineralization, along the Sadler Fault, a key structural control within the Fourmile resource to the south. Together, these intercepts are beginning to establish a thicker and more continuous zone of mineralization along this key structure in the Dorothy area as well.

Fourmile is currently not included in the Nevada Gold Mines joint venture with Newmont, but may be contributed if certain criteria are met in the future.

Phoenix, Nevada, USA

At Phoenix, drilling immediately west and below the northern Bonanza pit has identified a 65-meter-thick downhole (true width not yet known) zone of intensely-veined and strongly-altered porphyry, with visible chalcopyrite and pyrite in veinlets and disseminated within the rockmass. Results for copper and gold assays are still pending, but geological observations suggest the potential for a previously unknown hypogene zone immediately beneath the existing (unmined) resource pit. Follow-up drilling in 2023 will target the extension and further our understanding of the potential for this zone.

Pearl String, Nevada, USA

The Pearl String property, located in the Walker Lane mineral belt of western Nevada, was acquired through an exploration option agreement with the opportunity to earn a 100% interest from the underlying

 

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claim holder. In addition to the acquired ground, Barrick staked a large claim block around the property encompassing approximately 80 square kilometers of prospective ground. The property consists of a volcanic-hosted high sulfidation epithermal alteration system, outcropping to the east and mostly concealed under post mineral pediment cover to the west. There are small windows of altered and gold-bearing volcanics exposed through this cover. Work to date on the property has included geologic mapping, rock and soil sampling and collection of gravity data to map the underlying basement rock. This data will be compiled and interpreted in the first quarter of 2023, leading to target delineation and framework drill testing.

Donlin Gold, USA

Donlin Gold contains large, long life mineral resources in a stable jurisdiction, has significant leverage to the price of gold and therefore represents a valuable long-term opportunity for the Company.

The Donlin Gold project is a large, predominantly refractory gold deposit located in Southwestern Alaska. In December 2007, Barrick entered into an agreement with NOVAGOLD RESOURCES INC. to form Donlin Gold LLC, a jointly owned limited liability company on a 50/50 basis, to advance the project. The second updated feasibility study was effective November 2011 and amended in January 2012. Subsequently, the National Environmental Policy Act (“NEPA”) permitting process commenced, with the U.S. Army Corps of Engineers (“USACE”) as the lead agency. Current activities, by which Barrick maintains and enhances the option value of this project at a modest cost, are focused on drilling, model and project design refinement, permitting, community outreach and workforce development. For the project, Donlin Gold has a life of mine Mining Lease for the subsurface rights with the Calista Corporation and a life of mine Surface Use Agreement with The Kuskokwim Corporation, two Alaska Native corporations. In 2015, USACE released a Draft Environmental Impact Statement (“DEIS”) for public review and comment. The comment period for the DEIS ended in May 2016. The final EIS was published in April 2018, with the joint Record of Decision issued by the USACE and the BLM in August 2018 along with necessary federal permits, marking the completion of the multi-year federal NEPA environmental review and permitting process. Donlin Gold has secured several dozen State of Alaska permits, and the application processes for several others are proceeding in parallel with current activities.

2022 saw the largest drill program in over a decade, consisting of over 34,000 meters of core. The drill program focused on infilling 10 to 20 meter spaced grids for geological and resource model refinement, as well as deposit extension within and below the currently defined open pit. Significant progress has been made over the last two years on improving Donlin Gold’s understanding of the ore bodies through infill drilling and detailed geological interpretation.

The 2023 work program will focus on reviewing a series of key trade-off studies on infrastructure and processing, assessing mining scenarios, and continuing with permitting and regulatory engagement. This will provide the Company with the option to make a construction decision in the future should investment conditions warrant, subject to approval of the Donlin Gold LLC board.

Hemlo, Ontario, Canada

In 2022, a detailed re-interpretation and re-build of the geological model and resource estimation was completed at Hemlo, better defining the geological controls of the mineralization. This has reduced the contained ounces and residual potential in the Lower B Zone while improving growth targeting in the C and E Zones, where mineralization remains open at depth. Model confirmation drilling continued at C Zone Deep during the fourth quarter of 2022, aiming to extend the mineralization down plunge. Stepout drilling at David Bell, the eastern most orebody in the camp, was unsuccessful and the program was terminated mid-year.

The Pic Project to the west of Hemlo was acquired through an exploration option agreement. A soil and till sampling and mapping program was conducted over areas of historically identified mineralization and new areas of interest. Approximately 6,600 meters of available historic drill core was scanned using an advanced array of sensors to measure spectral and compositional characteristics and is currently being re-logged to provide context for historical mineralization. More than 550 samples were collected in the northeast area of the property. The results will be utilized to motivate drilling planned for the summer and fall of 2023.

 

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Uchi Belt, Canada

At South Uchi, all results from the 2022 program were received during the fourth quarter of 2022. 461 till samples and 1,065 surface rock samples were analyzed during the summer field mapping and overburden drilling campaigns. The results have been disappointing, ultimately leading to the termination of the earn-in agreement with Kenorland Minerals.

Regional Exploration, Dominican Republic

Three new exploration concessions covering a total area of 134 square kilometers were granted across the Dominican Republic, within three different geological districts. At the recently granted La Laja project (located 40 kilometers west of Pueblo Viejo), a reconnaissance campaign identified three areas of interest which feature encouraging indications of hydrothermal alteration as well as gold and copper mineralization.

Follow-up field work to define the geological framework and mineralization potential is planned during 2023.

Alturas, Chile

In April 2015, Barrick announced a new gold discovery known as Alturas, located in the Andean region of Chile approximately 30 kilometers south of the former El Indio mine. Alturas is part of a large mineralized system which extends well beyond the limits of the current drilling area. At year-end 2022, Barrick reported an inferred resource of 8.9 million ounces of gold at Alturas, unchanged from 2020. For further information, see “Narrative Description of the Business – Mineral Reserves and Mineral Resources”. In 2017, Barrick completed a scoping-level study for a conventional open pit heap leach operation at Alturas, which fell short of the Company’s hurdle rate. In 2018, Barrick drilled and incorporated an additional 34 drill holes for 11,800 meters into an updated geology and resource model. The additional data and a better understanding of the controls to mineralization enabled the tailoring of the anisotropy to the high grade controls. Barrick applied geological and metallurgical domaining which resulted in an improved geological and geometallurgical model. An additional 22 kilometers of down hole structural data and 13 kilometers of geotechnical logging was incorporated, and the 2017 scoping-level study was updated and revised. This deposit is geologically similar to the nearby Veladero mine in Argentina. In 2019, efforts were focused on the Argentina side of this system (Del Carmen), where drilling assessed the mineral inventory of the Rojo Grande prospect.

In 2022, Barrick decided to exit the Del Carmen side of the project in Argentina and is currently considering potential options to divest its interest in Del Carmen. Barrick also conducted additional geological confirmation and metallurgical drilling on the Alturas orebody. The information was used to update the models and new resource pit shells were generated at the 2022 resource prices, combined with an updated cost model to align with the nearby Veladero benchmarks. This, combined with the Company’s decision to exit the Argentina portion of the project, resulted in a revised attributable inferred mineral resource of 5.4 million ounces of gold.

Veladero, Argentina

In the Veladero district, targeted drilling campaigns continued to test outstanding targets in an effort to begin to bring the district to account. The targeted drilling campaigns are also looking for mineralization potential, with a strong focus on metallurgy, to determine if any additional mineralization and synergies exist within the Veladero operation. Work continued to consolidate recent drill results into the greater Veladero 3D geological model. Drilling aiming to test the geological model and define a viable project for inclusion in the Veladero life of mine plan is ongoing.

There are also a number of untested opportunities in proximity to Veladero that could potentially expand the resource and reserve base of both Pascua-Lama and Veladero.

Field work was started on the undrilled Veladero Sur target which has the potential to host a gold-copper porphyry system close to Veladero, while both high-sulphidation and porphyry targets at Morro Escondido, in the Ortiga trend, were also progressed. At Veladero Sur, two targets have been defined:

 

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first, Casper, a large Veladero-type high-sulfidation system, and second, Atahualpa, which has porphyry potential with a high density of quartz veinlets and associated encouraging gold values. A ground geophysical Controlled Source Audio Magnetotelluric survey is planned for the first quarter of 2023, with diamond drilling to follow.

A diamond drill program to validate legacy RC drilling results and to improve the understanding of mineralization controls at the Morro Escondido target began in the fourth quarter of 2022. Four completed holes confirmed significant mineralization with intersections. Concurrently, a ground geophysical Controlled Source Audio Magnetotelluric survey was completed, revealing a large 3-square kilometer-high resistivity anomaly greater than 2,000 ohm per meter, which is interpreted to represent silica alteration that is associated with mineralization. Bottle roll test analysis on surface outcrop samples yielded results showing the mineralization is potentially amenable for blending with ore from Veladero and further tests are being carried out on the new drill core. The system remains open in all directions and drilling is ongoing.

Geological work continues on other high priority projects in the district focusing on targets with the potential to impact Veladero’s mine plan. At Domo Negro, in the Ortiga trend to the north of Morro Escondido, further sampling in a high vein density area yielded encouraging gold values defining a target with gold porphyry potential at depth. At Cerro Lila, in the same trend, surface samples returned encouraging gold values, defining a target area of 500 by 1,000 meters, which is open and under cover to the east.

Ground geophysics supported the target concept of the Antena-Chispas high-sulfidation target that sits immediately south of the current Veladero Valley Leach Facility. A small proof-of-concept drill program was designed and drilling was initiated prior to end-of-year, and will continue into the first quarter of 2023.

Cerro Bayo, Argentina

At the Cerro Bayo prospect, detailed mapping and sampling confirmed the northwest striking mineralized structures on the project. The hydrothermal systems are preserved and close to the surface in certain parts of the property. Surface samples yielded encouraging gold results in northwest-striking veins.

El Quevar, Argentina

A maiden five-hole drill program was completed in the El Quevar district during the second quarter of 2022. Three targets were discarded due to the lack of favorable alteration and mineralization. However at the Naty target, two core holes confirmed favorable lithologies and hydrothermal alteration below fresh to weakly altered rocks. Following the narrow high-grade mineralization intersected at the Naty target in the prior quarter, five north-south CSAMT geophysical lines were completed in the third quarter of 2022. This survey validated the northeast structure controlling favorable alteration and shows the potential continuity of the system towards the north of the mineralized intercept, opening a new area for follow up drilling.

Austral Project, Peru

At the Austral project, in southern Peru, geological mapping, sampling and ground geophysical surveys were completed as part of the target delineation program. Fieldwork across the project has defined gold-bearing targets which feature strong gold results from outcrops and have the potential to host a large deposit. Ground geophysical surveys aiming to define drill-ready targets are planned in early 2023. Drilling will follow, subject to results.

Pascua-Lama, Chile and Argentina

Pascua-Lama is located on the border of Chile and Argentina, in the Frontera district at an elevation of 3,800 to 5,200 meters, approximately 10 kilometers from the Veladero mine. The Chilean part of the deposit is at an elevation of approximately 4,300 to 5,250 meters above sea level. The Pascua-Lama project contemplates cross-border mining operations pursuant to a mining treaty between Chile and Argentina. The initial Pascua-Lama project was designed as a large-scale open pit operation centered at an elevation of 4,800 meters with processing facilities in Argentina having an initial designed throughput capacity of 45,000 tonnes per day.

 

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Construction on the Pascua-Lama project began in October 2009. During the fourth quarter of 2013, Barrick announced the temporary suspension of construction, except for those activities required for environmental and regulatory compliance. The Company had previously suspended construction activities on the Chilean side of the project, except for those activities deemed necessary for environmental protection, during the second quarter of 2013 as a result of the issuance of a preliminary injunction. The suspension of construction in Chile and Argentina postponed and reduced near-term cash outlays. The ramp-down was completed on schedule and budget in mid-2014. In late 2015, the Pascua-Lama project began implementing a temporary suspension plan as submitted to the mining authorities in Chile and Argentina. On March 13, 2017, the Chilean Supreme Court vacated the temporary suspension plan, ruling that additional information from Chile’s environmental regulator was required, and ordering the Chilean mining authority to issue a new resolution on the plan after receiving such information. On August 29, 2017, Chile’s National Geology and Mining Service (Sernageomin) issued a new resolution in which it reapproved the Temporary Closure Plan as originally issued. This approval was subsequently renewed and was valid through September 2022. The Temporary Closure Plan is no longer in effect as the project entered definitive closure on March 31, 2021.

Pascua-Lama has been subject to various legal and administrative proceedings, including an order from Chile’s environmental regulator, the Superintendencia del Medio Ambiente (the “SMA”) to close surface facilities on the Chilean side of the project. For more information about these matters, see “Legal Matters – Legal Proceedings” and “Pascua-Lama – SMA Regulatory Sanctions”. Certain additional permits and authorizations will be required for the construction, operation and/or closure of project facilities at Pascua-Lama in both countries.

In 2009, Barrick entered into a Silver Purchase Agreement with Wheaton Precious Metals International Ltd. (“Wheaton Precious Metals”), a wholly owned subsidiary of Wheaton Precious Metals Corp. (“Wheaton”), whereby Barrick is required to deliver 25% of the life of mine silver production from the Pascua-Lama project once it is constructed, and was required to deliver 100% of its silver production from the Lagunas Norte, Pierina and Veladero mines until March 31, 2018. Pursuant to the terms of the silver purchase agreement (as amended), if the requirements of the completion guarantee were not satisfied by June 30, 2020, the agreement could be terminated by Wheaton Precious Metals, in which case Wheaton Precious Metals would be entitled to the return of the upfront cash consideration paid less a credit for silver delivered up to the date of that event. In the fourth quarter of 2019, Barrick completed a study of the Pascua-Lama project and concluded that it does not have a plan that meets the Company’s investment criteria under the current assumptions. As a result, there is significant uncertainty with the timing and quantity of the delivery of any future silver production from Pascua-Lama. Given that Wheaton Precious Metals did not exercise its termination right by September 28, 2020, a residual liability of $253 million remains due on September 1, 2039 (assuming no future deliveries are made). As at December 31, 2022, the residual liability was $158 million (being the discounted value of the $253 million).

As of December 31, 2022, the Pascua-Lama project had received $457 million in VAT refunds in Chile relating to the development of the Chilean side of the project. Under the current arrangement, this amount must be repaid if the project does not evidence exports for an amount of $3,538 million within a term that expires on December 31, 2026, unless extended. Interest on this amount would accrue from the date of non-compliance. As of December 31, 2022, the Pascua-Lama project recorded $31 million in VAT recoverable in Argentina relating to the development of the Argentine side of the project. These amounts may not be recoverable if the project does not enter into production and are subject to devaluation risk as the amounts are recoverable in Argentine pesos. In 2022, the Chilean government proposed changes to Chilean law on VAT refunds that may affect the timeframe and amount of these refunds. The proposed changes were rejected in a vote by the Lower House of Congress on March 8, 2023, and Barrick will continue to monitor the status of these proposals in the event that they are reintroduced by the Chilean government. For more information, refer to “Legal Matters – Government Controls and Regulations”.

Barrick’s intention is to update the Company’s geological understanding of the orebody as part of its strategy to bring Pascua-Lama to account.

Drilling of the Lama targets continued during the fourth quarter of 2022 with two drill rigs testing mineralization concepts at the Penelope South and Porfiada targets.

 

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Porgera, Papua New Guinea

Porgera has been placed on temporary care and maintenance and, consequently, all exploration activities have ceased. See “Legal Matters – Legal Proceedings – Porgera Special Mining Lease”.

Norte Abierto, Chile

The Norte Abierto project contains large, long life mineral resources and therefore represents a valuable long-term opportunity for the Company.

Acquired in connection with Barrick’s acquisition of Arizona Star in 2007, the Cerro Casale deposit is a large, undeveloped gold and copper deposit located in the Maricunga district of Region III in Chile, 145 kilometers southeast of Copiapo. On June 9, 2017, Barrick completed a transaction with Goldcorp (which was acquired by Newmont in 2019) to form a new partnership at Cerro Casale. Pursuant to the transaction, Goldcorp acquired a 25% interest in Cerro Casale from Barrick. The transaction, coupled with the concurrent purchase by Goldcorp of Kinross’s 25% interest in Cerro Casale, resulted in Barrick’s and Newmont’s current interests of 50% each in the joint operations, which was renamed Norte Abierto.

As consideration for the 25% interest acquired from Barrick, Newmont is required to fund Barrick’s first $260 million of expenditures on the project and must spend an equivalent amount on its own behalf for a total project investment commitment of $520 million. Under the agreement, Goldcorp (now Newmont) was required to spend a minimum of $60 million in the two-year period following closing of the transaction, and then must spend $80 million in each successive two-year period. The outstanding funding commitment accrues interest at an annual rate of 4.75%. In the event that Newmont does not spend the minimum amount, 50% of any shortfall will be paid directly to Barrick in cash.

In addition, in connection with the transaction, Goldcorp was also required to fund Norte Abierto’s acquisition of a 100% interest in the adjacent Quebrada Seca property from Kinross upon closing. Upon a construction decision, Newmont is required to pay Barrick $40 million in cash and Barrick will receive a 1.25% royalty on 25% of the gross revenues derived from metal production from both Cerro Casale and Quebrada Seca.

In connection with the transaction, Goldcorp also acquired Exeter Resource Corporation, whose sole asset is the Caspiche project, located 10 kilometers north of Cerro Casale. The Caspiche project was contributed to the joint venture and 50% of the acquisition costs incurred by Goldcorp was deducted from the $260 million expenditure commitment described above.

Approval of the environmental impact assessment for Cerro Casale was received in January 2013 from the Servicio de Evaluación Ambiental, the environmental authority of the Atacama region of Chile. Barrick and Newmont are evaluating ways in which the Norte Abierto deposits can be profitably developed by the joint venture. Among other things, the joint venture has initiated an exploration program on these deposits which includes validating the models of these two geological deposits, an initial 16,000 meter diamond drill program that was commenced in late 2017 to increase geological confidence of both deposits, and data evaluation of four satellite targets which demonstrate exploration potential. During 2019, the team completed drilling and test-work, which were used to update the technical understanding of the orebody, including an update of the Cerro Casale geology model. This information was used for the value engineering study scenarios which were completed in 2019. Other targets on the site were re-ranked and targeted for further investigation.

The Caspiche project does not form part of the current scope of the Norte Abierto project. Exploration drilling at the Caspiche orebody will require approval of a separate environmental impact assessment and will be subject to compliance with a December 2021 ruling from the Chilean Supreme Court requiring a review of the potential impact of the Caspiche project on a nearby Indigenous community.

Japan Gold Strategic Alliance, Japan

On February 23, 2020, Barrick formed a country-wide alliance with Japan Gold to jointly explore, develop and mine certain gold mineral properties and mining projects in Japan. Under the terms of the alliance, Barrick has been funding a two-year initial evaluation phase, with the option to fund a

 

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subsequent three-year second evaluation phase. Barrick may designate a project at any time and sole fund to completion a pre-feasibility study to earn a 51% interest, with the option to continue sole funding to completion a bankable feasibility study to earn a 75% interest in the project.

The initial evaluation phase was extended by six months to August 31, 2022 to account for the inclusion of additional high potential properties, as well as pending analytical results from work programs comprised of geochemical sampling and geophysical gravity surveys and Covid-19 related travel restrictions. The conclusion of the Phase One screening program was that six projects advanced to the Second Evaluation Phase, and three more projects will continue under the Initial Evaluation Phase.

In 2022, focused field activities were undertaken on four of the rationalized nine projects in the portfolio, comprising prospect scale mapping, rock chip sampling and geophysical surveys.

At the Mizobe project in Kyushu, interpretation of the induced polarization survey was completed in the fourth quarter of 2022. Combined with results from prior mapping and geochemical sampling, this has resulted in three framework drill holes being planned. Drilling will target the margins of a graben structure, interpreted as potential fluid conduits, beneath late and post mineral volcanic and sedimentary cover sequences. Drilling is currently being permitted.

On the Ebino project, also in Kyushu, an induced polarization survey, prospect scale mapping and surface sampling was completed over the Otsuka prospect. The prospect is defined by a large area of argillic alteration localized over a fault bounded gravity anomaly along the eastern margin of the Okuchi basin, a similar geological setting to the Hishikari deposit located 12 kilometers to the south. Upon receipt and integration of analytical results, follow-up work may be planned.

On the Aibetsu project, located in Hokkaido, prospect scale mapping and rock chip sampling was completed over two areas of interest, characterized by elevated low level gold and associated pathfinder elements interpreted as leakage along low angle bedding planes, with potential for a blind system proximal to first order feeder structures. Geological observations and initial analytical results support this conceptual model, and pending remaining results, next steps may include geophysics and drill testing after the winter season.

Makapa Project, Guyana

Barrick completed extensive work over the Makapa project during 2022, including mapping, geophysical surveys and the screening of the project for large hydrothermal systems through the completion of a project scale drilling programme to sample the bedrock beneath thick transported material. No evidence of a large hydrothermal system of the kind likely to pass Barrick’s internal filters was detected and, as a result, the project and joint venture agreement were terminated. Barrick maintains a presence in the Guyana Shield and is carrying out generative studies to identify projects and areas with the highest prospectivity.

Reunion Gold Strategic Alliance, Guiana Shield

On February 3, 2019, Barrick entered into a strategic alliance agreement with Reunion Gold Corporation (“Reunion”) to jointly explore for, develop and mine certain mineral projects in the Guiana Shield, including Guyana, Suriname, French Guiana and the North and Northeast regions of Brazil (the “Strategic Alliance”).

Since inception, Barrick has screened and funded various projects, including the NW Extension Project in Suriname, which continues to be included within the Strategic Alliance.

In 2022, drilling continued on the NW Extension project in Suriname, and 30 drill holes have been completed to date on three drill fences. Favorably magnetized and sulphidized sediments, and quartz-tourmaline veining, has been intersected, which are similar hosts to mineralization at Rosebel. A strain corridor has also been intersected between the volcanics and sediments, further supporting the structural corridors previously interpreted from airborne magnetics. Analytical results from the first drill fence failed to record elevated gold or pathfinder elements.

 

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On February 10, 2023, the Company filed a statement of claim against Reunion in the Ontario Superior Court challenging Reunion’s purported termination of the Strategic Alliance Agreement. Among other things, Barrick seeks a declaration that the Strategic Alliance Agreement remains in full force and effect and cannot be unilaterally terminated by Reunion. Reunion has not yet filed a response to the Company’s claim. The Court has approved the transfer of the case to the Commercial List.

Senegal Exploration Portfolio

IAMGOLD Bambadji Joint Venture, Ebony Dalema Joint Venture, Bambadji South

In Senegal, exploration efforts continued to focus on the search for an anchor orebody within the highly endowed Kofi Series Domain as well as the emerging Faleme Domain to the west.

During the first quarter of 2022, at the Kabewest target, drilling results supported the presence of coherent zones of high grade mineralization which is open at depths; however, the overall size of the zones did not show the potential to support a standalone operation. Drilling was paused to undertake a 3D induced polarization geophysical survey to support more effective targeting of additional larger mineralized zones within the wider Kabewest system. The survey commenced in the fourth quarter of 2022 and will be completed in the first quarter of 2023.

Fatima is a new target that was defined by drilling in 2022 which shows geological similarities to Kabewest in terms of mineralization style and alteration. To date the results have delineated a small zone of high grade mineralization which has not shown the potential for a large orebody and the focus has shifted to other targets.

At Baqata Ridge, during the first quarter of 2022, diamond drilling commenced over a one kilometer strike length to build the geological framework of the target, which is characterized by high-grade quartz-carbonate-hematite-pyrite vein arrays within a tourminalized sandstone. Localized high grades were intersected but were not repeated along strike. The target is currently being reviewed at the wider system scale to assess the overall opportunity of multiple mineralized structures in variable host settings which will be ranked against other targets for follow-up.

Scout RC drilling on the Kach Target identified a mineralized system over an 800 meter strike length including some higher grade intersections. The target is located on the extension of the Faraba structure in Mali and the system is open at depth and along strike. This opportunity will be prioritized against other targets for follow-up in 2023.

Exploration also completed a framework drill program over 4.5 kilometers of the interpreted strike extension of the Gounkoto Domain Boundary structure in Bambadji. The goal was to assess the potential for a large-scale mineralized system at depth related to the small high grade zones observed at surface including the Kabetea target where strong drill results were received. The assessment and prioritization of this corridor based on the new data is underway.

At the Wari Target, diamond drilling was completed in the fourth quarter of 2022 to test a kilometer scale alteration and mineralized system highlighted by first phase RC drilling in the third quarter of 2022. The drilling intersected the alteration system, extending it down to 200 meter vertical depth; however the results were generally low grade, decreasing the current ranking of the target.

On the Dalema permit, early stage exploration activities commenced with auger drilling in the northern part of the permit and the completion of a high resolution airborne magnetic survey which supported a reinterpretation of the project geology, ultimately generating the first targets. A scout RC program is planned to be completed in early 2023 on the highest priority targets. Meanwhile auger drilling, mapping and geophysics will continue screening the remaining parts of the project to generate additional opportunities.

Target delineation programs have commenced on the recently granted Bambadji South permit, where initial surface observations have highlighted strongly altered and sulfidized rocks that correlate with high tenor soil geochemistry anomalies. These targets will be prioritized against other opportunities for testing in 2023.

 

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Loulo-Gounkoto, Mali

For information on exploration and development at the Loulo-Gounkoto Mine, see “Material Properties – Loulo-Gounkoto Mine Complex”.

Regional Exploration, Mali

In Mali South, drilling on the Diangoumerila and Mogoyafara permits failed to intersect significant mineralization and the project was subsequently relinquished. Generative work continues in the Kenieba- Kedougou Inlier and in Mali South to identify additional opportunities.

Tongon, Côte d’Ivoire

The priority at Tongon in 2022 continued to be progressing satellite targets with the potential to extend the life of mine.

At Seydou North, further drilling and subsequent updates to the geological model successfully led to the extension of the planned open pit and an increase to the resource. Mining operations commenced in late 2022.

A review of the fertile Stabilo Trend is underway to identify new high impact satellite opportunities along the over 5 kilometer structure hosting Seydou North and several additional prospects. Targets will be prioritized prior to testing in the first quarter of 2023.

At Koro A2, results continue to demonstrate economic satellite potential over a 500 meter strike, with significant results received in the fourth quarter of 2022. The system is open along strike in both directions and at depth with further drilling planned in early 2023.

At Jubula Main, encouraging results continue to define mineralization on multiple sub-parallel structures 0.5 kilometers from the Seydou North deposit. Further analysis is scheduled after receipt of full assay results and metallurgical test work to define upside and economic potential.

Regional Exploration, Côte d’Ivoire

At Fonondara Main, a first phase assessment drill program, completed in 2022, supported the potential of the deposit to meet the economic threshold for trucking to Tongon. Additionally, the initial pilot geometallurgical testwork supports the viability for processing the material at the Tongon plant. A second, more expansive, phase of drilling is planned to be executed in the first quarter of 2023, with the objective of defining inferred mineral resources within the current conceptual open pit and to test further strike extension potential to reach a decision point on the commencement of a pre-feasibility study.

Kibali, Democratic Republic of Congo

For information on exploration and development at Kibali Mine, see “Material Properties – Kibali Mine”.

North Mara and Bulyanhulu, Tanzania

A full geological review of the Mara Belt in 2022 resulted in the prioritization of the Gokona corridor and the Mara Shear as the main focus for exploration as they demonstrated the highest geological potential for major discoveries. The Gokona corridor, in particular, is almost completely concealed beneath post-mineral volcanic cover with large extents only sparsely tested by shallow legacy drilling. To progress this opportunity, a framework drill program has commenced on the Gokona West corridor. The first holes have intersected strong ‘Gokona style’ alteration and host rocks supporting the presence of additional mineralized hydrothermal centers along the corridor.

The Gokona Deeps drilling program targeting orebody extensions continued in the fourth quarter of 2022. Several drill holes intersected mineralization outside of the currently defined mineralization

 

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wireframes, which are expected to support extensions of mineral resources. Subsequent conversion drilling will be planned in 2023 based on the results.

At Bulyanhulu, an updated geological model was developed for the northwest extension of the Bulyanhulu system. The new model has highlighted several near mine targets and initial drill testing started in early 2023. In parallel, target delineation programs including ground geophysics have been completed over the newly acquired Tembo permits (the transaction through which Bulyanhulu Gold Mine Limited, a subsidiary of Barrick, acquired the permits was completed in April 2022) on the northern portion of the Bulyanhulu inlier. The new data will support the generation of the next phase of targets to fill the base of the resource triangle with the highest potential targets to be prioritized for drill testing in 2023.

Regional Exploration, Tanzania

Initial field traverses of the extensive regional exploration portfolio highlighted the high proportion of transported regolith cover over a majority of the licenses likely to preserve near surface discovery potential. After long delays, a large scale airborne geophysical survey commenced early in 2023 to provide the data layers required to screen and generate prioritized areas of interest for follow up.

Jabal Sayid, Kingdom of Saudi Arabia

At Jabal Sayid in 2022, exploration continued to highlight extension opportunities at the known lodes and to outline new potential at greenfields targets.

At Lode 1, drilling was completed to define the further depth extensions to the existing mining front, by delineating the extent of high-grade feeder zones. In support of the plant expansion, additional samples have been sent for independent geometallurgical test work. Results supported the resource expansion with the next interim update planned in the first quarter of 2023.

Early success at the Janob target located one kilometer southwest of Lode 1 demonstrates the exploration potential along the prospective paleo-surfaces away from the known lodes with an ore-grade intersection in the first of three drillholes completed to date.

The Umm Ad Damar exploration project was provisionally awarded to the Ma’aden-Barrick consortium following a competitive bid-process. The project, located 20 kilometers south-east of Jabal Sayid, is prospective for copper mineralization. Aggressive exploration programs are planned to commence in March 2023 upon issuance of the exploration license and will target either stand-alone or satellite opportunities for the Jabal Sayid mine.

Egypt, Regional Exploration

The handover of Barrick’s three exploration licenses, Hamash-Sukari, Fatiri and Atalla was completed and the first-year work programs have commenced. The total land package held by Barrick is now 1,675 square kilometers spread between the three blocks. Field teams are actively screening the three licenses for indications of mineralized systems with Tier One potential with the aim to execute maiden drill programs on prioritized targets later in 2023.

Lumwana, Zambia

Following the successful completion of an internal preliminary economic assessment, a pre-feasibility study commenced during the fourth quarter of 2022 to further examine the potential of integrating the Chimi Super Pit with the recently drilled Kamisengo deposit (formerly, the Lubwe deposit). To support this study, drilling continued at Kamisengo to test the extent of the orebody and to support the release of a maiden resource. The new holes confirmed the presence of thick, higher-grade mineralization, showing the potential to grow the Kamisengo starter pits, which will positively impact the potential Super Pit expansion.

Exploration drilling commenced at the Kamalamba target during the fourth quarter of 2022 and initial observations confirmed the presence of shallow chalcopyrite-mineralized schists. The program will continue through early 2023 to fully test the potential for Kamalamba to provide alternative higher-grade

 

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mill feed to support the potential Super Pit expansion. At a third near-mine target, Kababisa, initial confirmation drilling was completed late in 2022 to support a geological model update and estimation to assess the short term satellite potential.

 

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LEGAL MATTERS

Government Controls and Regulations

The Company’s business is subject to various levels and types of government controls and regulations, which are supplemented and revised from time to time. Accordingly, the Company monitors political and economic developments in the jurisdictions in which it does or may carry on business, as well as changes in regulation to which Barrick is subject. Set out below is a summary of potentially material developments related to government controls and regulations that may affect Barrick or its properties.

In the United States, certain of Barrick’s mineral reserves and operations occur on unpatented lode mining claims and mill sites that are on federal lands subject to federal mining and other public land laws. For example, the General Mining Law, which governs mining activities on federal land in the United States, was designed to incentivize mining activity on federal lands by granting miners the right to prospect, explore, and mine while meeting all applicable environmental and other regulatory requirements, generating fees, taxable revenue, investment and employment benefiting the U.S. federal and state governments. Changes in such laws, or regulations promulgated under such laws, could affect mine development, expansion, and closure projects. Significant increases in regulatory obligations could raise compliance costs with respect to exploration, mine development, mine operations and closure, and could prevent or significantly delay certain operations by the Company. Changes to mining and public lands laws are often proposed in the U.S. Congress, and changes to the regulations promulgated under such laws are often proposed by federal regulatory agencies. In addition, non-governmental organizations often litigate to influence the application of existing regulations.

On February 22, 2022, the Administration of President Biden released its “Fundamental Principles for Domestic Mining Reform,” which details the Administration’s mining law reform focus, including establishing a royalty for all minerals extracted from public lands, strengthening regulatory and legislative environmental standards, and establishing a funded program to remediate historical abandoned hardrock sites and mines. The Administration’s specific inclusion of mining law reform as an agenda item marks the first instance in several decades that the executive branch, as opposed to the legislative branch, has directly pursued mining law reform.

In furtherance of this effort by the Administration, the Department of the Interior (“DOI”) announced on February 22, 2022, the formation of an interagency working group to gather information and develop recommendations for changing the General Mining Law. Comments on this subject were due to DOI by August 30, 2022. Barrick, through Nevada Gold Mines, submitted extensive comments, as did other mining companies and mining industry groups. In the same February 22, 2022 announcement, DOI stated that it would be holding a series of roundtables to gather information regarding potential reform of the General Mining Law, and that speakers would be invited by DOI to make presentations. Barrick and Nevada Gold Mines, along with other industry representatives, participated in the DOI roundtable discussions. To date, DOI has not released any reports or recommendations pursuant to its interagency working group effort. The Company will continue to be engaged on any proposed changes to the General Mining Law and continues to support updates that will result in a more secure legal framework for Barrick and the U.S. hard rock mining industry as a whole.

Changes to mining and public lands laws are also the subject of several pending lawsuits. In November 2009, a coalition of environmental groups filed a lawsuit in the U.S. District Court for the District of Columbia by challenging regulations promulgated under the federal mining law: Earthworks, et al. vs. U.S. Department of the Interior. The lawsuit seeks to impose different rules on mill-site claims and unpatented lode claims and seeks an injunction of all permitting of mines on federal lands until new rules are promulgated. An unfavorable outcome in that litigation could result in changes to the mining law. Barrick intervened in support of the federal agency defendants in the lawsuit. Cross-motions for summary judgment have been filed and briefed, and oral argument was conducted on October 27, 2017. In November 2019, the case was reassigned to a new judge. The District Court ruled against the plaintiffs on

 

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October 2, 2020. On December 23, 2020, the plaintiffs appealed that decision to the United States Court of Appeals for the District of Columbia (“Court of Appeals”). On November 18, 2021, the Court of Appeals granted a joint motion from the Plaintiff-Appellants and the Department of Justice, which was opposed by Barrick and the other intervenors, to stay the appeal to allow the Department of the Interior to undertake a rulemaking to address the regulations at issue in the case. Barrick and other intervenors filed a motion on November 25, 2022, to lift the stay and restart the litigation. The plaintiffs and federal defendants filed a motion to continue the stay. On January 23, 2023, the Court of Appeals granted Barrick’s motion, so the litigation will now proceed. Absent extensions, appellate briefing will be complete by September 14, 2023.

In May 2022, the United States Court of Appeals for the Ninth Circuit affirmed a lower court decision revoking the U.S. Forest Service’s approval of a mining plan for the Rosemont Copper Mine Project in Arizona, which is owned by Hudbay Minerals Inc. (“Hudbay”): Center for Biological Diversity v. U.S. Fish and Wildlife Service (the “Rosemont Decision”). In 2007, Hudbay submitted a proposed mining plan of operations to the U.S. Forest Service for a 20-25 year surface copper mine, which would be located in the Coronado National Forest in Arizona. Similar to Earthworks, the plaintiffs filed a lawsuit seeking to impose different rules for the use of unpatented lode claims. In the Rosemont Decision, the Ninth Circuit affirmed the district court’s ruling that before an operator can use unpatented lode mining claims for “ancillary uses” such as waste rock or tailings storage, the U.S. Forest Service must first determine that such claims are “valid.” Further, in February 2023, the United States District Court for the District of Nevada ruled that the Rosemont Decision was controlling on public lands administered by the BLM: Western Watersheds and Bartell Ranch LLC et al. v. Ester M. McCullough et. al. (the “Western Watersheds Decision”). The Western Watersheds case involves Lithium Nevada Corporation’s (a subsidiary of Lithium Americas Corporation) proposed Thacker Pass lithium project in Nevada. The Western Watersheds Decision, which is currently on appeal to the U.S. Court of Appeals for the Ninth Circuit, requires the BLM to complete the same “validity” analysis as in the Rosemont Decision.

Proposed changes to the laws governing mining are also introduced in Congress at various times. For example, in April 2022, the Clean Energy Minerals Reform Act of 2022 was introduced in the U.S. House of Representatives. The bill would have made certain changes to the General Mining Law if it had passed, which it did not. More recently, in January 2023, the Permitting for Mining Needs Act of 2023 was introduced in the House. This bill would likewise change certain laws affecting mining on public lands in the U.S., and is currently before certain House subcommittees for review and hearing.

In September 2015, the BLM amended land use plans governing management on federal lands across the western states to impose additional restrictions and mitigation obligations on development activities occurring to protect habitat of the greater sage grouse. The affected lands include lands in northern Nevada where the Company develops and operates mines. In anticipation of the BLM decision, in March 2015, the Company negotiated a separate agreement with the BLM and other agencies, the Barrick Nevada Sage-Grouse Bank Enabling Agreement, which specifies a methodology for measuring the impact of mine development activities on sage grouse habitat and offsetting mitigation measures. The agreement allows the Company to bank mitigation credits in anticipation of future mine development and avoids some of the restrictions in the land use plan amendments. The agreement applies to some, but not all of the sage grouse habitat where development activities may occur. Those lands not covered by the agreement will be subject to the amended land use plans. Implementation of the agreement may result in additional costs for some operations. Access to or development of some lands not covered by the agreement may be restricted via further regulatory action or subject to specific requirements, such as additional compensatory mitigation.

In 2019, BLM adopted further revisions to its land use plans which would have relaxed certain requirements of the 2015 plans. Implementation of those changes were enjoined by a federal district court. BLM began a new NEPA process and has been gathering input and analyzing issues that have arisen since adoption of the 2015 and 2019 plans that are affecting sage-grouse habitat and populations. In the meantime, the State of Nevada has adopted a regulation similar to the BLM’s 2015 requirement. The Nevada regulation also excludes actions covered by the Barrick Nevada Sage-Grouse Bank Enabling

 

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Agreement. Accordingly, both state and federal governmental authorities continue to focus on issues related to the protection of the sage grouse habitat, which may have an impact on the Company’s future operations in the region.

Additionally, and specific to mining, the 2015 land use plans designated habitat management areas and sagebrush focal areas (“SFAs”), and recommended withdrawing SFAs from mineral location and entry. In 2017, BLM canceled the proposed SFA withdrawal. A separate decision from the same federal district court vacated the 2017 cancellation and remanded the issue to BLM to review the proposed withdrawal applications for the SFAs and to potentially re-propose their boundaries. BLM has resumed its evaluation and NEPA process of the proposed withdrawal, and its future regulatory actions regarding sage grouse may have an impact on the Company’s future operations in the region.

In August 2022, President Joe Biden signed into law the Inflation Reduction Act (“IRA”). The IRA includes a 15% corporate alternative minimum tax (“CAMT”) that is imposed on applicable financial statement income (“AFSI”). The CAMT is effective for tax years beginning after December 31, 2022. Barrick is subject to CAMT because the Company meets the applicable income thresholds for a foreign-parented multi-national group. On December 27, 2022, the U.S. Treasury Department and the U.S. Internal Revenue Service issued initial guidance in Notice 2023-7 regarding the application of the CAMT. The Notice solicits comments on the rules contained in the Notice and certain other issues under consideration by March 20, 2023. Several Washington D.C.-based organizations representing the largest taxpayers doing business in the U.S. including Barrick, filed comment letters before that deadline.

In Chile, on March 6, 2015, the environmental minister and members of the Chilean legislature reached an agreement to propose a new glacier protection law that, among other things, would recognize certain types of glaciers in that country as environmental reserves and prohibit commercial activity in the vicinity of those reserves. Under this proposed law, mining projects will be subject to new permitting, monitoring and other regulatory requirements relating to glaciers. It is contemplated that certain elements of the proposed law, including the requirement to monitor and mitigate environmental damage to glaciers, could apply retroactively to certain existing environmental approvals. The proposed law is still under discussion in the Chilean legislature. Barrick is monitoring the legislative process and evaluating the potential impact of the proposed legislation on the Pascua-Lama project.

On July 11, 2022, the Chilean government proposed changes to Chilean tax law aimed at increasing tax collection. Among the proposals, an amendment to VAT refunds was included that may affect the timeframe and amount of these refunds. Barrick has been monitoring the potential impact of these proposed changes on the status of VAT refunds received in connection with the development of the Pascua-Lama project. The proposed changes were rejected in a vote by the Lower House of Congress on March 8, 2023, and Barrick will continue to monitor the status of these proposals in the event that they are reintroduced by the Chilean government.

Chile’s DL 600 foreign investment regime was eliminated as of December 31, 2016. However, the relevant DL 600 contracts for the Zaldívar joint venture, Norte Abierto project and Pascua-Lama project remain in effect.

Following political protests in October 2019, a Constitutional Convention (the “Convention”) was formed in Chile. The Convention was comprised of 155 elected members, who were tasked with proposing a new draft Constitution. As part of this review, a proposal to nationalize Chilean mining companies was filed with the Convention’s environmental working group and approved for discussion in February 2021. If passed, the proposal would have resulted in the nationalization of all of the assets, including water rights, of Chilean mining companies and their subsidiaries. However, in a vote that took place on September 4, 2022, more than 61% of the Chilean population rejected the proposal and the current Constitution remains in force. Following the rejection of the proposed constitution, the executive and legislative branches agreed to initiate a new constitutional process in 2023. This process, unlike the previous one, will begin with a draft constitution prepared by 24 experts appointed by the Chilean

 

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Congress. This draft will be reviewed, modified and approved by 50 constituents elected by popular vote. Then, on December 17, 2023, a national vote will be held to approve or reject the proposed constitution.

In Argentina, on May 16, 2021, a law was published in the official Gazette containing new changes to the income tax rate for companies applicable for 2021 and subsequent years, replacing the previous 30% flat rate corporate income tax with a progressive rate system (ranging from 25% to 35% depending on the entity’s accumulated net taxable income). Barrick expects that all of its entities will be taxed at the 35% rate. In addition, the legislation clarifies that the withholding tax rate on dividend distributions will be a uniform 7% for all categories of income tax rates. The 7% withholding on dividends applies to distributions made to non-Argentine resident shareholders, including Barrick.

In September 2018, the Argentine government re-established customs duties for all exports from Argentina. Effective for the period of September 2018 to December 31, 2020, exports of doré are subject to a 12% duty, capped at ARS 4.00 per USD exported. On December 14, 2019, the President of Argentina abolished the exchange rate limit applied to the calculation of export duties. On December 23, 2019, the Argentine Congress enacted an emergency law reducing the rate for mining export duties to 8% from 12%. The Argentine Tax Authority challenged the application of the reduced 8% rate to Veladero’s exports of doré and Veladero was subject to the higher 12% rate at various times. On October 2, 2020, the Argentine government issued Decree 785/2020 that established the rate for mining export duties at 8% from October 3, 2020 until December 31, 2021. On December 31, 2021, this decree was extended until December 31, 2023.

On September 1, 2019, the Argentine government issued Decree 609/2019 announcing currency restrictions in Argentina (the “Decree”). Subsequently, the Central Bank of Argentina (“Central Bank”) issued Communication “A” 6770 complementing the Decree. The Decree has subsequently been amended and supplemented by further Central Bank communications that further tightened foreign exchange controls. As a result, export proceeds are required to be converted into Argentine pesos at the official exchange rate. Additionally, access to the foreign exchange market for dividend distributions and payments to foreign suppliers are severely restricted or otherwise subject to specific authorizations from the Central Bank. These currency restrictions have had a negative impact on Veladero’s business but Barrick continues to optimize the timing of gold sales at Veladero to minimize the mine’s exposure to currency devaluation. Ongoing constructive discussions are still being held with the Central Bank on Barrick’s rights to repatriate profits from the Veladero mine.

On October 24, 2018, the San Juan Mining Authority approved the sixth and seventh environmental impact study (“EIS”) updates for Veladero. In these updates, MAS had included a request for approval of Phases 6 to 9 of the expansion of the Valley Leach Facility (“VLF”) at Veladero. The approval of the latest EIS update approved construction of Phase 6 of the VLF. One condition of the approval requires MAS to contribute 1.5% of Veladero sales to a trust when Phase 6 of the VLF enters production. MAS’s contribution to the trust for 2022 was $8.3 million, pursuant to the terms of the trust agreement.

In Zambia, on December 29, 2021, the Income Tax Amendment Act 43 of 2021 was published, which reversed the previous position such that commodity royalties are tax deductible for corporate income tax purposes starting from January 1, 2022.

In 2022, the Zambian government amended the taxation of the mineral royalty with effect from January 1, 2023. It specifically reviewed the mineral royalty sliding scale, to tax only the incremental value in each price range when the mineral price crosses each mineral royalty price threshold, rather than an increasing royalty rate that applied to the entire revenue under the previous regime. Also in 2022, the government reinstated customs and excise duties on petrol and diesel.

In Tanzania, on March 3, 2017, the Tanzanian Ministry of Energy and Minerals imposed a ban on exports of gold/copper concentrate, following a directive made by the President of the United Republic of Tanzania. Acacia ceased exports of gold/copper concentrate, and sought to have the ban lifted. For more

 

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information, see “Legal Proceedings – Acacia Transaction and Related Disputes – Concentrate Export Ban and Related Disputes”.

On October 20, 2019, Barrick announced that it had reached an agreement with the Government of Tanzania (“GoT”) to settle all disputes between the GoT and the mining companies formerly operated by Acacia but now managed by Barrick. The final agreements were submitted to the Tanzanian Attorney General for review and legalization.

On January 24, 2020, Barrick announced that the Company had ratified the creation of Twiga Minerals Corporation (“Twiga”) at a signing ceremony with the President of Tanzania, formalizing the establishment of a joint venture between Barrick and the GoT and resolution of all outstanding disputes between Barrick and the GoT, including the lifting of the previous concentrate export ban, effective immediately. The GoT received a free carried shareholding of 16% in each of the operating mines (Bulyanhulu, Buzwagi and North Mara), and will receive its half of the economic benefits from taxes, royalties, clearing fees and participation in all cash distributions made by the mines and Twiga, after the recoupment of capital investments. Twiga is 16% owned by the GoT and provides management services to the mines.

The terms of the signed agreement include: the payment of $300 million to settle all outstanding tax and other disputes (the “Settlement Payment”); the lifting of the concentrate export ban; the sharing of future economic benefits from the mines on a 50/50 basis; and a dispute resolution mechanism that provides for binding international arbitration. The 50/50 division of economic benefits will be maintained through an annual true-up mechanism, which will not account for the Settlement Payment. In October 2020, Twiga paid a maiden interim cash dividend of $250 million, of which $40 million was paid to the GoT.

An initial portion of $100 million of the Settlement Payment was paid to the GoT following the resumption of mineral concentrate exports.

In March 2022, the Company made a further payment of $40 million, bringing the total amount paid toward the Settlement Amount to date to $140 million. Under the terms of the Framework Agreement, four additional annual payments of $40 million remain payable, with the next payment of $40 million due by November 2024.

Barrick and the GoT have satisfied their respective obligations under the Framework Agreement and are now working towards fulfilling their post-completion commitments. See “Legal Proceedings – Acacia Transaction and Related Disputes” below.

On August 16, 2019, the SML at Porgera expired but continued in force under section 112 of the Mining Act until April 24, 2020, when the Government of Papua New Guinea indicated that the SML would not be extended. On April 9, 2021, Barrick Niugini Limited (“BNL”) signed a binding Framework Agreement with the Independent State of Papua New Guinea (“PNG”) and Kumul Minerals Holdings Limited (“Kumul”), a state-owned mining company, setting out the terms and conditions for the reopening of the Porgera mine. On February 3, 2022, the Framework Agreement was replaced by the more detailed Porgera Project Commencement Agreement (the “Commencement Agreement”). The provisions of the Commencement Agreement will be implemented, and work to recommence full mining operations at Porgera will begin, following the execution of a number of definitive agreements and satisfaction of a number of conditions, including the resolution of BNL’s objections to amended tax assessments issued by the PNG IRC for 2006 through 2015. One such definitive agreement, the Shareholders’ Agreement for the new Porgera joint venture company was executed by BNL’s affiliate, Porgera (Jersey) Limited, the state-owned Kumul Minerals (Porgera) Limited, and Mineral Resources Enga Limited (“MRE”), the holder of the remaining 5% of the original Porgera joint venture, on September 13, 2022 (a previous version of the Shareholders’ Agreement had been signed by the BNL and Kumul parties in April 2022, but was not signed by MRE and therefore, did not take effect). This cleared the way for the incorporation of the new

 

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Porgera joint venture company on September 22, 2022. The Porgera joint venture company will next apply for a new Special Mining Lease, the receipt of which is a condition of the Porgera mine’s reopening. On April 21, 2022, the PNG National Parliament passed legislation to provide, among other things, certain agreed tax exemptions and tax stability for the new Porgera joint venture. The passage of this legislation marks an important step toward the reopening of the Porgera mine and satisfies one of the key obligations of the PNG Government under the Commencement Agreement. This legislation was certified on May 30, 2022 and will come into effect following a public notice process under PNG law. Other definitive agreements, which remain to be concluded, include an Operatorship Agreement pursuant to which BNL will operate the Porgera mine, as well as a Mine Development Contract to accompany the new Special Mining Lease that the new Porgera joint venture company will apply for. Under the terms of the Commencement Agreement, BNL will remain in possession of the site and maintain the mine on care and maintenance.

In the meantime, under standstill arrangements contemplated by the Commencement Agreement, all legal and arbitral proceedings previously initiated by the parties in relation to the Porgera dispute are suspended, although certain legal proceedings subject to the standstill are listed or are in the process of being listed for hearing in the coming months.

See “Legal Proceedings – Porgera Special Mining Lease” below.

In the Dominican Republic, a second amendment to the SLA became effective on October 5, 2013, and has resulted in additional and accelerated tax revenues to the Dominican government. The second amendment to the SLA includes the establishment of a graduated minimum tax, which will be adjusted up or down based on future metal prices. During 2022, PVD and the Dominican government reached an agreement on the updated financial model to reset the graduated minimum tax rates for 2022. A draft of the next updated financial model, which will be applicable for the period from 2023 to 2025, was submitted in December 2022 and PVD is awaiting final approval from the Ministry of Energy and Mines. See “Material Properties – Pueblo Viejo Mine – Royalties and Taxes”.

In the DRC, the DRC Mining Code (2002) and associated regulations have been amended with an updated DRC Mining Code (2018) and related regulations. The updated law and regulations include potentially adverse changes with respect to the removal of fiscal stability protection, royalty rates, income taxes, import and other duties, value-added, exchange control, indirect capital gains taxes and local content. Barrick has nevertheless made full payment on all taxes demanded by the government to date. All payments were made under duress in order to protect the Company’s acquired and vested rights under the DRC Mining Code (2002); however, there is no guarantee that the government will not challenge these acquired and vested rights under the DRC Mining Code (2002). Continued engagement with the government of the DRC has resulted in the submission of an application for a number of exemptions and waivers pursuant to article 220 of the DRC Mining Code (2018) as part of Barrick’s efforts to reach a mutually acceptable path forward. Article 220 creates a framework to provide benefits to mining companies in landlocked provinces with infrastructure challenges, such as the province in which the Kibali mine is located.

On September 27, 2019, Mali adopted an ordinance introducing the 2019 Mining Code, which was ratified by the Malian National Assembly on April 28, 2020. The 2019 Mining Code cancels and replaces Law No. 2012-015 dated February 27, 2012 (the “2012 Mining Code”) and governs the mining industry going forward. The implementation decree to the 2019 Mining Code was adopted in November 2020.

Under the transitory provisions of the 2019 Mining Code, pre-existing mining titles and mining conventions in force remain valid for their remaining term and their holders continue to benefit from the stability of the tax and customs regime set out therein.

In addition, each of Loulo and Gounkoto (which together form Loulo-Gounkoto) have separate legally binding establishment conventions with the State of Mali, which guarantee the stability of the regime set

 

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out therein, govern applicable taxes and allow for international arbitration in the event of disputes. During the second quarter of 2020, an agreement was reached whereby the Government of Mali undertook to extend for a 15-year period the convention governing Loulo at its expiration in 2023.

For details about specific regulatory initiatives applicable to each of Barrick’s material properties, see the disclosure under “Material Properties” above.

On December 15, 2022, Barrick completed the reconstitution of the Reko Diq project in Pakistan’s Balochistan province. The reconstituted project is held 50% by Barrick and 50% by Pakistani stakeholders, comprising a 10% free-carried, non-contributing share held by the Provincial Government of Balochistan, an additional 15% held by a special purpose company owned by the Provincial Government of Balochistan and 25% owned by other federal state-owned enterprises. Barrick is the operator of the project. The completion of this transaction involved, among other things, the execution of all of the definitive agreements including the mineral agreement stabilizing the fiscal regime applicable to the project, as well as the grant of mining leases, an exploration license, and surface rights. The key fiscal terms for Reko Diq are a 5% net smelter return royalty payable to the Provincial Government of Balochistan, a 1% net smelter return royalty final tax regime payable to the Government of Pakistan (subject to a 15-year exemption following commercial production), and a 0.5% net smelter return royalty export processing zone surcharge. In addition to the mineral agreement, the stabilized fiscal regime is protected pursuant to the Foreign Investment (Promotion and Protection) Act, 2022, which was enacted in December 2022.

Barrick is unable to predict what additional legislation or revisions may be proposed that might affect its business or when any such proposals, if enacted, will become effective. Such changes, however, could require increased capital and operating expenditures and could prevent or delay certain operations by the Company.

Various levels of government controls and regulations address, among other things, the environmental impact of mining and mineral processing operations. With respect to the regulation of mining and processing, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various components of operations, including health and safety standards. Legislation and regulations also establish requirements for decommissioning, reclamation and rehabilitation of mining properties following the cessation of operations, and may require that some former mining properties be managed for long periods of time (see “Sustainability”). In addition, in certain jurisdictions, the Company is subject to foreign investment controls and regulations governing its ability to remit earnings abroad.

 

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Legal Proceedings

Set out below is a summary of potentially material legal and administrative proceedings to which Barrick is a party.

Proposed Canadian Securities Class Actions (Pascua-Lama)

Proposed securities class actions have been commenced against the Company and four of its former senior executives (Aaron Regent, Jamie Sokalsky, Ammar Al-Joundi and Peter Kinver) in Ontario and Quebec. The proceedings pertain to the Company’s public disclosures concerning the Pascua-Lama Project. In the Ontario litigation, the Plaintiffs have alleged that Barrick made false and misleading statements to the investing public during the period from approximately July 2011 to October 2013 relating to capital cost and schedule estimates for Pascua-Lama, environmental compliance matters in Chile, as well as alleged internal control failures and certain other accounting-related matters. The claim for damages is stated to be more than $3 billion. In the Quebec litigation, the plaintiff has alleged that Barrick made misrepresentations during the period from approximately April 2011 to October 2013 concerning environmental compliance matters in Chile. An unspecified amount of damages is being sought.

In both Ontario and Quebec, the proposed representative plaintiffs brought motions seeking: (i) leave of the Court to proceed with statutory secondary market misrepresentation claims pursuant to provincial securities legislation; and (ii) orders certifying the actions as class actions, and therefore allowing the proposed representative plaintiffs to pursue statutory secondary market misrepresentation claims and other claims on behalf of the proposed classes.

In the Quebec proceeding, both motions were heard in May 2019 with additional oral submissions in December 2019. In March 2020, the Superior Court of Quebec denied both motions. The proposed representative plaintiff appealed to the Quebec Court of Appeal, which rendered its decision on December 19, 2022. The Quebec Court of Appeal allowed the appeal in part, granting leave to proceed as against the Company, Mr. Sokalsky and Mr. Al-Joundi in respect of a statutory secondary market claim pertaining to a statement concerning the water management system in Chile made by the Company in its Management’s Discussion and Analysis for the second quarter of 2012. The Quebec Court of Appeal granted class certification in respect of such claim and denied the remainder of the appeal. As a result, the proposed representative plaintiff can pursue a single statutory secondary market misrepresentation claim on behalf of a putative class of shareholders who acquired Barrick shares during the period from July 26, 2012 to October 31, 2013. He cannot pursue any of the other statutory secondary market misrepresentation claims, and can only pursue his other purported claims on an individual basis rather than on behalf of other shareholders. The Company and the proposed representative plaintiff have both declined to apply for leave to appeal from the decision of the Quebec Court of Appeal to the Supreme Court of Canada.

In the Ontario proceeding, the motion for leave to proceed with statutory secondary market misrepresentation claims was heard in July 2019. In October 2019, the Ontario Superior Court of Justice (the “Ontario Superior Court”) dismissed all but one of those claims, and dismissed all of the statutory secondary market misrepresentation claims as against Mr. Regent and Mr. Kinver. With respect to the sole remaining statutory secondary market misrepresentation claim, the Court denied leave to proceed in respect of securityholders other than common shareholders. The sole remaining statutory secondary market misrepresentation claim pertaining to the same statement in the Company’s Management’s Discussion and Analysis for the second quarter of 2012 that is now the subject of the Quebec litigation. The proposed representative plaintiffs filed an appeal to the Court of Appeal for Ontario (the “Ontario Court of Appeal”) in respect of the claims that were dismissed. That appeal was heard over two days in November 2020.

 

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On February 19, 2021, the Ontario Court of Appeal allowed the proposed representative plaintiffs’ appeal in part. The Ontario Court of Appeal set aside the Ontario Superior Court’s decision dismissing statutory secondary market misrepresentation claims pertaining to the Company’s capital cost and scheduling estimates as well as to certain accounting and financial reporting issues, and remitted to the Ontario Superior Court the issue of whether leave to proceed should be granted in respect of those claims. The Ontario Court of Appeal upheld the Superior Court’s decision dismissing statutory secondary market misrepresentation claims pertaining to certain environmental matters in Chile.

As a result, the case was returned to the Ontario Superior Court, to determine anew whether to grant leave to proceed with the balance of the plaintiffs’ statutory secondary market misrepresentations claims.

On March 22, 2022, the Ontario Superior Court rendered its decision concerning the plaintiffs’ motion for leave to proceed with those statutory secondary market misrepresentation claims. In its decision, the Ontario Superior Court denied leave to proceed in respect of all but two of those claims. The Ontario Superior Court solicited additional submissions from the parties before deciding whether to grant leave to proceed in respect of the two remaining claims. On July 18, 2022, the Court rendered a supplemental decision granting the plaintiffs leave to proceed with the two claims in question as against Barrick, Mr. Regent and Mr. Sokalsky.

The Company filed a motion with the Ontario Divisional Court for leave to appeal from the decision granting the plaintiffs leave to proceed with those two claims. That motion was dismissed on November 29, 2022. The plaintiffs have appealed to the Ontario Court of Appeal from the decision of the Ontario Superior Court to deny leave to proceed in respect of their other statutory secondary market claims.

The motion for class certification in Ontario has not yet been heard. The Ontario Superior Court has indicated that it does not intend to hear that motion until after the plaintiffs’ motion for leave to proceed in respect of the balance of their statutory secondary market misrepresentation claims has been fully determined.

The Company intends to vigorously defend the proposed Canadian securities class actions.

Pascua-Lama – SMA Regulatory Sanctions

In May 2013, CMN, Barrick’s Chilean subsidiary that holds the Chilean portion of the Project, received a Resolution (the “Original Resolution”) from the SMA that requires CMN to complete the water management system for the Project in accordance with the Project’s environmental permit before resuming construction activities in Chile. The Original Resolution also required CMN to pay an administrative fine of approximately $16 million for deviations from certain requirements of the Project’s Chilean environmental approval, including a series of reporting requirements and instances of non-compliance related to the Project’s water management system. CMN paid the administrative fine in May 2013.

In June 2013, CMN began engineering studies to review the Project’s water management system in accordance with the Original Resolution. The studies were suspended in the second half of 2015 as a result of CMN’s decision to file a temporary and partial closure plan for the Project. The review of the Project’s water management system may require a new environmental approval and the construction of additional water management facilities.

In June 2013, a group of local farmers and indigenous communities challenged the Original Resolution. The challenge, which was brought in the Environmental Court of Santiago, Chile, claimed that the fine was inadequate and requested more severe sanctions against CMN including the revocation of the Project’s environmental permit. The SMA presented its defense of the Original Resolution in July 2013. On August 2, 2013, CMN joined as a party to this proceeding and vigorously defended the Original Resolution. On March 3, 2014, the Environmental Court annulled the Original Resolution and remanded

 

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the matter back to the SMA for further consideration in accordance with its decision (the “Environmental Court Decision”). In particular, the Environmental Court ordered the SMA to issue a new administrative decision that recalculated the amount of the fine to be paid by CMN using a different methodology and addressed certain other errors it identified in the Original Resolution. The Environmental Court did not annul the portion of the Original Resolution that required CMN to halt construction on the Chilean side of the Project until the water management system is completed in accordance with the Project’s environmental permit. On December 30, 2014, the Chilean Supreme Court declined to consider CMN’s appeal of the Environmental Court Decision on procedural grounds. As a result of the Supreme Court’s ruling, on April 22, 2015, the SMA reopened the administrative proceeding against CMN in accordance with the Environmental Court Decision.

On April 22, 2015, CMN was notified that the SMA had initiated a new administrative proceeding for alleged deviations from certain requirements of the Project’s environmental approval, including with respect to the Project’s environmental impact and a series of monitoring requirements. In May 2015, CMN submitted a compliance program to address certain of the allegations and presented its defense to the remainder of the alleged deviations. The SMA rejected CMN’s proposed compliance program on June 24, 2015, and denied CMN’s administrative appeal of that decision on July 31, 2015. On December 30, 2016, the Environmental Court rejected CMN’s appeal and CMN declined to challenge this decision.

On June 8, 2016, the SMA consolidated the two administrative proceedings against CMN into a single proceeding encompassing both the reconsideration of the Original Resolution in accordance with the decision of the Environmental Court and the alleged deviations from the Project’s environmental approval notified by the SMA in April 2015.

On January 17, 2018, CMN received the revised resolution (the “Revised Resolution”) from the SMA, in which the environmental regulator reduced the original administrative fine from approximately $16 million to $11.5 million and ordered the closure of existing surface facilities on the Chilean side of the Project in addition to certain monitoring activities. The Revised Resolution does not revoke the Project’s environmental approval. CMN filed an appeal of the Revised Resolution on February 3, 2018 with the First Environmental Court of Antofagasta (the “Antofagasta Environmental Court”).

On October 12, 2018, the Antofagasta Environmental Court issued an administrative ruling ordering review of the significant sanctions ordered by the SMA. CMN was not a party to this process. In its ruling, the Antofagasta Environmental Court rejected four of the five closure orders contained in the Revised Resolution and remanded the related environmental infringements back to the SMA for further consideration. A new resolution from the SMA with respect to the sanctions for these four infringements could include a range of potential sanctions, including additional fines, as provided in the Chilean legislation. The Antofagasta Environmental Court upheld the SMA’s decision to order the closure of the Chilean side of the Project for the fifth infringement.

Following the issuance of the Revised Resolution, the Company reversed the estimated amount previously recorded for any additional proposed administrative fines in this matter. In addition, the Company reclassified Pascua-Lama’s proven and probable gold reserves as measured and indicated resources and recorded a pre-tax impairment of $429 million in the fourth quarter of 2017.

On March 14, 2019, the Chilean Supreme Court annulled the October 12, 2018 administrative decision of the Antofagasta Environmental Court on procedural grounds and remanded the case back to the Environmental Court for review by a different panel of judges. The Chilean Supreme Court did not review the merits of the Revised Resolution, which remains in effect.

On September 17, 2020, the Antofagasta Environmental Court issued a ruling in which it upheld the closure order and sanctions imposed on CMN by the SMA in the Revised Resolution from January 2018. As part of its ruling, the Antofagasta Environmental Court also ordered the SMA to reevaluate certain environmental infringements contained in the Revised Resolution which may result in the imposition of

 

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additional fines against CMN. The Company confirmed that it will not appeal the Antofagasta Environmental Court’s decision, and the Chilean side of the Pascua-Lama project will now be transitioned to closure in accordance with that ruling.

On October 6, 2020, a group of local farmers challenged the Antofagasta Environmental Court’s decision described above. The challenge, which was brought before the Chilean Supreme Court, claimed that the fines imposed by the SMA were inadequate and sought to require the SMA to issue additional and more severe sanctions against CMN. On July 12, 2022, the Chilean Supreme Court rejected that appeal and as a result, the SMA will now determine the appropriate administrative fine to be imposed on CMN with respect to two environmental infringements in accordance with the Environmental Court’s decision.

Veladero – Operational Incidents and Associated Proceedings

MAS, the joint venture company that operates the Veladero mine, is the subject of various regulatory proceedings related to operational incidents at the Veladero VLF occurring in March 2017 (the “March 2017 Incidents”), September 2016 (the “September 2016 Incident”) and September 2015 (the “September 2015 Incident”), and involving the San Juan Provincial mining authority, the Argentine federal government, and certain residents of Jachal, Argentina. Regulatory authorities were notified following the occurrence of each of these incidents, and remediation and/or monitoring activities were undertaken as appropriate. Although the September 2015 Incident resulted in the release of cyanide-bearing process solution into a nearby waterway, environmental monitoring conducted by MAS and an independent third party has demonstrated that the incident posed no risk to human health at downstream communities. Monitoring and inspection following the September 2016 Incident and remediation and inspection following the March 2017 Incidents confirmed that those incidents did not result in any long-term environmental impacts.

Regulatory Proceedings and Actions

San Juan Provincial Regulatory Proceedings

On October 9, 2015, the San Juan Provincial mining authority initiated an administrative sanction process against MAS for alleged violations of the Mining Code relating to the September 2015 Incident. MAS was formally notified of the imposition of an administrative fine in connection with the incident on March 15, 2016. MAS sought reconsideration of certain aspects of the decision but paid the administrative fine of approximately $10 million (at the then-applicable Argentine peso to U.S. dollar exchange rate) while the request for reconsideration was pending. After the San Juan government rejected MAS’ administrative appeal of this decision, on September 5, 2017, the Company commenced a legal action to continue challenging certain aspects of the decision before the San Juan courts, which is ongoing.

MAS is also the subject of a consolidated provincial regulatory proceeding related to the September 2016 Incident and the March 2017 Incidents. MAS received notice of a resolution on December 27, 2017, from the San Juan Provincial mining authority requiring payment of an administrative fine of approximately $5.6 million (calculated at the prevailing exchange rate on December 31, 2017) for both the September 2016 Incident and the March 2017 Incidents. On January 23, 2018, in accordance with local requirements, MAS paid the administrative fine and filed a request for reconsideration with the San Juan Provincial mining authority. MAS was notified in March 2018 that the San Juan Provincial mining authority had rejected the request for reconsideration of the administrative fine. A further appeal will be heard and decided by the Governor of San Juan.

Provincial Amparo Action

Following the March 2017 Incidents, an “amparo” protection action (the “Provincial Amparo Action”) was filed against MAS in the Jachal First Instance Court, San Juan Province (the “Jachal Court”) by

 

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individuals who claimed to be living in Jachal, San Juan Province, Argentina, seeking the cessation of all activities at the Veladero mine or, alternatively, a suspension of the mine’s leaching process. On March 30, 2017, the Jachal Court rejected the request for an injunction to cease all activities at the Veladero mine, but ordered, among other things, the suspension of the leaching process. The Jachal Court lifted the leaching process suspension in June 2017. The Jachal Court tried to join this proceeding with the Federal Amparo Action (as defined below), triggering a jurisdictional dispute. On December 26, 2019, the Argentine Supreme Court ruled on the jurisdictional dispute in favor of the Federal Court in connection with the Federal Amparo Action described below, meaning that the Jachal Court has retained jurisdiction over the Provincial Amparo Action and the two amparo actions were not effectively joined. The Provincial Amparo Action case file has not yet been remitted to the Jachal Court by the Supreme Court (see “Federal Amparo Action” below).

Federal Amparo Action

On April 4, 2017, the National Minister of Environment of Argentina filed an “amparo” protection action in the Federal Court in connection with the March 2017 Incidents (the “Federal Amparo Action”) seeking an order requiring the cessation and/or suspension of activities at the Veladero mine. MAS submitted extensive information to the Federal Court about the incident, the then-existing administrative and provincial judicial suspensions, the remedial actions taken by the Company and the lifting of the suspension orders described in the Provincial Amparo Action above, and challenged the jurisdiction of the Federal Court as well as the standing of the National Minister of Environment and requested that the matter be remanded to the Jachal Court. The Province of San Juan also challenged the jurisdiction of the Federal Court in this matter. On December 26, 2019, the Argentine Supreme Court ruled on the jurisdictional dispute in favor of the Federal Court. The Company was notified on October 1, 2020, that the National Ministry of the Environment had petitioned the Federal Court to resume the proceedings following the Supreme Court’s decision that the Federal Court is competent to hear the case. The Federal Court ordered the resumption of the proceedings on February 19, 2021.

On October 12, 2022, MAS received notice of the Federal Amparo Action. MAS submitted its response on October 27, 2022. The matter remains pending before the Federal Court.

Civil Action

On December 15, 2016, MAS was served notice of a civil action filed before the San Juan Provincial Court by certain persons allegedly living in Jachal, San Juan Province, claiming to be affected by the Veladero mine and, in particular, the VLF. The plaintiffs requested a court order that MAS cease leaching metals with cyanide solutions, mercury and other similar substances at the mine and replace that process with one that is free of hazardous substances, implement a closure and remediation plan for the VLF and surrounding areas, and create a committee to monitor this process. These claims were supplemented by new allegations that the risk of environmental damage had increased as a result of the March 2017 Incidents. MAS replied to the lawsuit in February 2017 and it also responded to the supplement claim and intends to continue defending this matter vigorously.

Criminal Matters

Federal Criminal Matters

A federal criminal investigation was initiated by a Buenos Aires federal court (the “Federal Court”) based on the alleged failure of certain current and former federal and provincial government officials and individual directors of MAS to prevent the September 2015 Incident (the “Federal Investigation”). On May 5, 2016, the National Supreme Court of Argentina limited the scope of the Federal Investigation to the potential criminal liability of the federal officials, ruling that the Federal Court does not have jurisdiction to investigate the solution release.

 

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On April 11, 2018, the federal judge indicted three former federal officials, alleging breach of duty in connection with their actions and omissions related to the failure to maintain adequate environmental controls during 2015 and the case was sent to trial. The proceeding poses no risk of conviction or liability for any of the directors of MAS.

In June 2018, the federal judge ordered additional environmental studies in the communities downstream from the Veladero mine, but this order was overturned due to lack of jurisdiction by the Federal Supreme Court on October 8, 2020.

Glacier Investigation

On October 17, 2016, a separate criminal investigation was initiated by the federal judge overseeing the Federal Investigation based on the alleged failure of federal officials to regulate the Veladero mine under Argentina’s glacier legislation (the “Glacier Investigation”) with regard to the September 2015 Incident. On June 16, 2017, MAS submitted a motion to challenge the federal judge’s decision to assign the Glacier Investigation to himself, and to request that it be admitted as a party in order to present evidence supporting MAS. On September 14, 2017, the Federal Court of Appeals ordered the federal judge to consolidate the two investigations and clarified that MAS is not a party to the case and therefore does not have standing to seek the recusal of the federal judge, but nonetheless recognized MAS’ right to continue to participate in the case (without clarifying the scope of those rights).

On November 27, 2017, the federal judge indicted four former federal officials, alleging abuse of authority in connection with their actions and omissions related to the enforcement of Argentina’s glacier legislation. The Court of Appeals confirmed the indictments and on August 6, 2018, the case was assigned to a federal trial judge.

In total, six former federal officials were indicted under the Federal Investigation and the Glacier Investigation and will face trial. In 2019, one of the former federal official, who was indicted on separate charges under both investigations, passed away and charges against him were dropped.

Due to the Argentine response to Covid-19 and a procedural challenge by one of the former federal officials, the oral arguments originally scheduled for April and May 2020 in this matter have been postponed and have not yet been rescheduled.

Veladero – Tax Assessment and Criminal Charges

On December 26, 2017, MAS received notice of a tax assessment (the “Tax Assessment”) for 2010 and 2011, amounting to ARS 543 million (approximately $3.1 million at the prevailing exchange rate at December 31, 2022), plus interest and fines. The Tax Assessment primarily claims that certain deductions made by MAS were not properly characterized, including that (i) the interest and foreign exchange on loans borrowed between 2002 and 2006 to fund Veladero’s construction should have been classified as equity contributions, and (ii) fees paid for intercompany services were not for services related to the operation of the Veladero mine.

On June 21, 2018, the Argentinean Federal Tax Authority (“AFIP”) confirmed the Tax Assessment, which MAS appealed to the Federal Tax Court on July 31, 2018. A hearing for the appeal has not yet been scheduled.

In November 2018, MAS received notice that AFIP filed criminal charges against current and former employees serving on its board of directors when the 2010 and 2011 tax returns were filed (the “Criminal Tax Case”).

 

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Hearings for the Criminal Tax Case were held between March 25 and March 27, 2019. The defendants filed a motion to dismiss based on the statute of limitations, which was granted in part and appealed by the prosecution.

The Company filed Mutual Agreement Procedure applications in Canada on December 21, 2018, and in Argentina on March 29, 2019, pursuant to the Canada-Argentina Income Tax Convention Act (the “Canada-Argentina Tax Treaty”) to escalate resolution of the Tax Assessment to the competent authority (as defined in the Canada-Argentina Tax Treaty) in an effort to seek efficient resolution of the matter.

On June 2, 2021, the trial court issued a decision dismissing the Criminal Tax Case against the directors. AFIP appealed and on September 24, 2021, the Mendoza Federal Court of Appeals partially reversed the trial court’s decision, ruling that there was insufficient evidence to either indict the directors or dismiss the case against them, and ordering additional investigation by the trial court. The Criminal Tax Case was remanded to the trial court in accordance with the decision of the Mendoza Federal Court of Appeals, and the trial court has ordered additional evidence to be prepared by the court-appointed expert.

On February 4, 2022, the Argentine Minister of Economy, the competent authority in this matter, issued a decision denying the application of the Canada-Argentina Tax Treaty to the Tax Assessment. MAS appealed this decision on February 18, 2022.

Separately, on April 12, 2022, the trial court issued a ruling dismissing the criminal charges against the MAS directors in the Criminal Tax Case. AFIP appealed this ruling to the Court of Appeals. On November 7, 2022, the Court of Appeals affirmed the dismissal of the charges. AFIP challenged this decision before the Court of Cassation, Argentina’s highest federal criminal court below the National Supreme Court, which granted leave to appeal on December 29, 2022. The matter is currently pending before the Court of Cassation.

MAS’s July 2018 appeal of the Tax Assessment remains pending before the Federal Tax Court.

The Company believes that the Tax Assessment and the Criminal Tax Case are without merit and intends to defend the proceedings vigorously.

Perilla Complaint

In 2009, BGI and Placer Dome were purportedly served in Ontario with a complaint filed in November 2008 in the Regional Trial Court of Boac (the “Court of Boac”), on the Philippine island of Marinduque, on behalf of two named individuals and purportedly on behalf of the approximately 200,000 residents of Marinduque. The complaint alleges injury to the economy and the ecology of Marinduque as a result of the discharge of mine tailings from the Marcopper mine into Calancan Bay, the Boac River, and the Mogpog River. Placer Dome, which was acquired by the Company in 2006, had been a minority indirect shareholder of the Marcopper mine. The plaintiffs are claiming for abatement of a public nuisance allegedly caused by the tailings discharge and for nominal damages for an alleged violation of their constitutional right to a balanced and healthful ecology. In June 2010, BGI and Placer Dome filed a motion to have the Court of Boac resolve their unresolved motions to dismiss before considering the plaintiffs’ motion to admit an amended complaint and also filed an opposition to the plaintiffs’ motion to admit on the same basis. By Order dated November 9, 2011, the Court of Boac granted a motion to suspend the proceedings filed by the plaintiffs. It is not known when these motions or the outstanding motions to dismiss will be decided by the Court of Boac. To date neither the plaintiffs nor the Company has advised the Court of Boac of an intention to resume the proceedings. The Company intends to defend the action vigorously.

 

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Writ of Kalikasan

In February 2011, a Petition for the Issuance of a Writ of Kalikasan with Prayer for Temporary Environmental Protection Order was filed in the Supreme Court of the Republic of the Philippines by Eliza M. Hernandez, Mamerto M. Lanete and Godofredo L. Manoy against Placer Dome Inc. (“Placer Dome”) and the Company (the “Petition”). The Petition was subsequently transferred to the Court of Appeals..

The Petition alleges that Placer Dome violated the Petitioners’ constitutional right to a balanced and healthful ecology as a result of, amongst other things, the discharge of tailings into Calancan Bay, the 1993 Maguila-Guila dam breach, the 1996 Boac river tailings spill and the failure of Marcopper Mining Corporation (“Marcopper”) to properly decommission the Marcopper mine. Placer Dome was a minority indirect shareholder of Marcopper at all relevant times. The Petitioners have pleaded that Barrick is liable for the alleged actions and omissions of Placer Dome and are seeking orders requiring Barrick to environmentally remediate the areas in and around the mine site that are alleged to have sustained environmental impacts.

On April 4, 2011, the Company filed its Return Ad Cautelam (or defence pleading) seeking the dismissal of the Petition with prejudice. Barrick also filed extensive affidavit evidence as required by the Environmental Rules. Placer Dome adopted the Company’s defence as its own.

All appearances by the Company or Placer Dome in the Supreme Court and the Court of Appeals in this matter have been by way of special and limited appearance and without submitting themselves to the jurisdiction of either Court.

The Company filed a motion in March 2011 challenging the constitutionality of the Environmental Rules and the jurisdiction of the Court. On October 18, 2019, the Court of Appeals decided the motion and rejected the Company’s constitutional objections. The Court also held that it has jurisdiction based on a “tentative” determination that the Company was doing business in the Philippines made exclusively on the basis of unproved allegations made by the Petitioners in the Petition, which “tentative” determination expressly does not foreclose the possibility of a contrary finding on the basis of evidence at a later date.

In November 2011, the case was suspended to permit the parties to explore the possibility of a settlement. Settlement discussions ended unsuccessfully in early 2014, but the proceedings were not re-activated until March 2019 when the Court of Appeals granted the Petitioners’ motion and lifted the order suspending the proceedings.

In December 2019, depositions of all of the Company’s witnesses were conducted. Petitioners’ counsel did not appear at these depositions or conduct any cross-examination of the Company’s witnesses. These transcripts now form part of the evidence in the Court record for the merits hearing and the Petitioners have foregone the opportunity to cross-examine the Company’s witnesses.

Since fall 2019, the Petitioners have taken numerous steps to attempt to file additional evidence and to seek to expand the case beyond the scope of the matters pleased in the Petition, including to alleged maintenance and structural integrity issues of Marcopper mine infrastructure.

On October 27, 2020, the Province of Marinduque (the “Province”) filed a Motion for Leave to Intervene and a Petition-in-Intervention (the “Intervention Motion”). On January 21, 2021, the Court of Appeals granted the Province’s Intervention Motion and admitted the Province’s Petition-in-Intervention. In the Petition-in-Intervention, the Province seeks to expand the scope of relief sought within the Writ of Kalikasan proceeding to include claims seeking rehabilitation and remediation of alleged maintenance and structural integrity issues of Marcopper mine infrastructure. On June 24, 2021, the Company filed an urgent motion asking the Court of Appeals to clarify whether its granting leave to the Province to intervene in the Petition expands the scope of issues being litigated in the proceeding. This motion is pending and has not yet been decided by the Court.

 

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On June 25, 2021, the Company filed a Return Ad Cautelam in response to the Province’s Petition-in-Intervention.

On November 2, 2021, the Company filed a Motion to Strike and Reply in respect of the Province’s Petition-in-Intervention. In the Motion to Strike and Reply, the Company seeks to strike those portions of the Petition-in-Intervention that seek to expand the issues or seek novel and additional relief for alleged wrongdoing that is not pleaded in the Petitioners’ Writ of Kalikasan proceeding. This motion is pending and has not yet been decided by the Court.

On February 17, 2021, the Province filed a Motion to Implead asking the Court of Appeals to add Marcopper as a respondent. On June 14, 2021, the Court of Appeals denied the Province’s Motion to add Marcopper as a respondent. On July 2, 2021, the Province of Marinduque filed a Motion for Reconsideration of the June 14, 2021 decision. This motion is pending and has not yet been decided by the Court.

On December 2, 2020, the trial commenced and the trial resumed on January 27, 2021 and again on July 6, 2021, with the Petitioners calling a total of three witnesses over all three trial dates in addition to the two Petitioners (whose affidavits were accepted into evidence on agreement without the requirement to attend in person).

On July 26, 2021, the Petitioners filed their Formal Offer of Evidence, which formally concludes the Petitioners’ evidence portion of the trial.

On October 27, 2021, the Company filed its Comments and Opposition to the Petitioners’ Formal Offer of Evidence dated July 26, 2021. The Court has not yet resolved the outstanding issues concerning the Petitioners’ Formal Offer of Evidence.

No further trial dates have been set for the Company’s evidence portion of the trial or for the hearing of the Province’s Petition-in-Intervention.

On June 30, 2022, the Company filed a Motion with the Court of Appeals seeking court-ordered mediation between the Company and the Province. On October 26, 2022 the Court granted the Motion. Court-annexed mediation attendances took place on November 18, 2022 and January 11, 2023. The Court granted an initial 60 day suspension of the proceedings to allow for the mediation and the parties filed a joint motion to extend the initial 60 day suspension of proceedings for a further 60 days to March 18, 2023. That motion was granted on February 14, 2023. The Company expects that another joint motion will be filed to extend the suspension of the proceedings.

The Company intends to continue to defend the action vigorously.

Reko Diq Arbitration

In November 2011, Tethyan Copper Company Pty Limited (“TCC”) - a joint venture company through which the Company and Antofagasta plc (“Antofagasta”) each held a 37.5% interest in the Reko Diq project in Pakistan - filed a request for international arbitration against the Government of Pakistan (“GOP”) with the International Centre for Settlement of Investment Disputes (“ICSID”) and against the Government of Balochistan (“GOB”) with the International Chamber of Commerce (“ICC”). In the ICSID arbitration, TCC asserted breaches of the Bilateral Investment Treaty (“BIT”) between Australia (where TCC is incorporated) and Pakistan while in the ICC arbitration, TCC asserted breaches of TCC’s joint venture agreement with the GOB. Both arbitrations arose out of the unlawful denial of TCC’s application for a mining lease.

In July 2019, the ICSID tribunal found that Pakistan had breached the BIT and awarded $5.84 billion in damages to TCC (the “ICSID Award”). Damages included compensation of $4.087 billion in relation to

 

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the fair market value of the Reko Diq project at the time the mining lease was denied, and interest until the date of the ICSID Award of $1.753 billion. Compound interest was to continue to apply at a rate of US Prime +1% per annum until the ICSID Award was paid. That same month, the ICC Tribunal issued a partial award, in which it held that certain findings made by the ICSID Tribunal should have preclusive effect in the ICC proceedings (the “ICC Partial Award”).

Pakistan initiated two different proceedings seeking to annul and revise the ICSID Award, respectively. Meanwhile, TCC initiated proceedings in Washington D.C., the British Virgin Islands, Australia, and elsewhere seeking to enforce the ICSID Award. GOB likewise brought a challenge before the United Kingdom High Court seeking to set aside the ICC Partial Award.

While these various proceedings progressed, the Company engaged with the GOP and the GOB to discuss a mutually acceptable framework agreement for the potential development of the Reko Diq project. On March 20, 2022, the Company executed an Umbrella Agreement with Antofagasta plc and the two Governments, pursuant to which, if the conditions to closing were satisfied, the project would be reconstituted with Barrick as the operator and with Antofagasta exiting the project.

Pursuant to the Umbrella Agreement, a Temporary Standstill Agreement was to be executed once certain conditions related to an escrow account in favor of Antofagasta in the amount of $900 million were satisfied. These conditions were satisfied, and the Temporary Standstill Agreement went into effect on April 5, 2022 and all legal and arbitral proceedings initiated by the parties in relation to the Reko Diq dispute were suspended while the parties worked toward executing definitive agreements.

On December 15, 2022, the parties completed the transaction and executed all definitive agreements allowing for the reconstitution of the Reko Diq project. The reconstituted project is held 50% by Barrick and 50% by Pakistani stakeholders, comprising a 10% free-carried, non-contributing share held by the GOB, an additional 15% held by a special purpose company owned by the GOB, and 25% owned by other federal state-owned enterprises. The agreements concluded by the parties included a Comprehensive Resolution Agreement in which Barrick, Antofagasta, TCC, GOP, and GOB, waived and released all claims against each other, including with regard to the ICSID Award and the ICC Partial Award. Pursuant to that agreement, TCC, GOP and GOB subsequently took steps to terminate all pending legal and arbitration proceedings, including TCC’s actions to enforce the ICSID Award, GOP’s applications to annul and revise the ICSID Award, and GOB’s application to set aside the ICC Partial Award.

Porgera Special Mining Lease

Porgera’s SML terminated on August 16, 2019. The Company applied for a 20-year extension of the SML in June 2017 and has been engaging with the Government of PNG on this matter since then. On August 2, 2019, the National Court of Papua New Guinea ruled that the provisions of the country’s 1992 Mining Act applied to the Porgera gold mine, thus allowing it to continue operating while the application to extend its SML was being considered.

On April 25, 2020, the Porgera gold mine was put on care and maintenance, after BNL, the majority owner and operator of the Porgera joint venture, received a communication from the Government of PNG that its application for the 20-year extension of the SML had been refused. While the Company believed the Government’s decision not to extend the SML was tantamount to nationalization without due process and in violation of the Government’s legal obligations to BNL, it nevertheless engaged in discussions with Prime Minister Marape and his Government to agree on a revised arrangement under which the Porgera mine could be reopened, for the benefit of all stakeholders involved.

On April 9, 2021, BNL signed a binding Framework Agreement with PNG and Kumul, setting out the terms and conditions for the reopening of the Porgera mine. On February 3, 2022, the Framework Agreement was replaced by the more detailed Commencement Agreement. The Commencement

 

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Agreement was signed by PNG, Kumul, BNL and its affiliate Porgera (Jersey) Limited on October 15, 2021, and became effective on February 3, 2022, following signature by MRE, the holder of the remaining 5% of the original Porgera joint venture. The Commencement Agreement reflects the commercial terms previously agreed under the Framework Agreement, namely that PNG stakeholders will receive a 51% equity stake in the Porgera mine, with the remaining 49% to be held by BNL or an affiliate. BNL will retain operatorship of the mine. The Commencement Agreement also provides that PNG stakeholders and BNL and its affiliates will share the economic benefits derived from the reopened Porgera Mine on a 53% and 47% basis over the remaining life of mine, respectively, and that the Government of Papua New Guinea will retain the option to acquire BNL’s or its affiliate’s 49% equity participation at fair market value after 10 years.

The provisions of the Commencement Agreement will be implemented, and work to recommence full mine operations at Porgera will begin, following the execution of a number of definitive agreements and satisfaction of a number of conditions. These include a Shareholders Agreement among the shareholders of a new Porgera joint venture company that was executed in September 2022, an Operatorship Agreement pursuant to which BNL will operate the Porgera mine, as well as a Mine Development Contract to accompany the new SML that the new Porgera joint venture company will apply for following its incorporation. Under the terms of the Commencement Agreement, BNL will remain in possession of the site and maintain the mine on care and maintenance.

In the meantime, under standstill arrangements contemplated by the Commencement Agreement, all legal and arbitral proceedings previously initiated by the parties in relation to the Porgera dispute have been suspended. These proceedings include Judicial Review actions filed by BNL against the Government of PNG in April and September 2020, and international arbitration initiated by Barrick (PD) Australia Pty Limited, the Company’s subsidiary and an investor in the Porgera mine, before the World Bank’s ICSID in September 2020. Notwithstanding these arrangements, the PNG courts have ordered some of the proceedings subject to the standstill to return to court for hearing. One such proceeding, a Special Reference brought by the PNG Attorney General to challenge an earlier procedural ruling in BNL’s favor, was heard by the Supreme Court on December 14, 2022. On January 16, 2023, the Supreme Court held that the Special Reference was an abuse of process (as contended by BNL) and declined to answer the questions it posed. Other proceedings subject to the standstill are listed or in the process of being listed for hearing in the coming months.

In December 2021, a group of local landowners known as the Justice Foundation for Porgera initiated a proceeding in the PNG Supreme Court in which they seek a declaration that as customary landowners they own and can mine the minerals situated on their customary lands including at the Porgera mine, and that certain provisions of the Mining Act and related provisions of the Papua New Guinea Constitution are invalid. On July 7, 2022, the PNG Supreme Court dismissed the proceeding on technical grounds. The landowners subsequently filed an application challenging the dismissal of the proceedings, which was also dismissed by the PNG Supreme Court on October 25, 2022. BNL had intervened in this matter to protect its rights.

On February 10, 2022, the Company was informed that certain directors of a shareholder of MRE have sought standing to challenge the validity of MRE’s signature of the Commencement Agreement and this matter has been referred to mediation to which BNL is not a party.

Porgera Tax Audits

In April 2020, BNL received a position paper from the Internal Revenue Commission (“IRC”) in PNG asserting various proposed adjustments and other tax liabilities amounting to $131 million (not including penalties, based on the kina foreign exchange rate as at December 31, 2022) arising from tax audits of BNL conducted for 2006 through 2015. BNL responded to the position paper on June 30, 2020. On October 2, 2020, BNL received amended assessments from the IRC which increased the amount of proposed adjustments and other taxes to $484 million (including penalties, based on the kina foreign exchange rate as at December 31, 2021). The Company has reviewed the amended assessments and

 

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concluded that there is no merit to the IRC’s tax audit adjustments, except for certain immaterial items for which a provision had already been made. BNL filed objections to the amended assessments on November 30, 2020 in accordance with the Papua New Guinea Income Tax Act, and the Company remains in discussions with the IRC with respect to this matter.

To date, the IRC has not reached a determination on the amended tax assessments. The resolution of BNL’s objections to the IRC’s amended tax assessments is a condition to the reopening of the Porgera mine under the Commencement Agreement.

The Company filed Mutual Agreement Procedure applications in Canada and PNG on September 30, 2022, pursuant to the Canada-Papua New Guinea Income Tax Convention Act (the “Canada-PNG Tax Treaty”) to escalate resolution of certain elements of the amended tax assessments to the competent authority (as defined in the Canada-PNG Tax Treaty) in an effort to seek resolution of this matter.

The Company intends to defend its position vigorously.

Acacia Transaction and Related Disputes

In 2010, Barrick created African Barrick Gold plc, a London Stock Exchange-listed company to hold Barrick’s African gold mines, gold projects and gold exploration properties. Barrick retained a 73.9% interest in the new company. African Barrick Gold plc subsequently changed its name to Acacia and Barrick sold off a portion of its interest, reducing its ownership to 63.9%. Acacia’s operations consisted most recently of the Bulyanhulu, North Mara and Buzwagi mines, all located in Tanzania.

Starting in 2017, the business and operations of Acacia were materially affected by ongoing disputes with the GoT. In March 2017, the GoT announced a ban on the export of metallic mineral concentrates (the “Ban”) and, as a consequence, in the second half of 2017, Acacia took the decision to place the Bulyanhulu mine on reduced operations. On July 24, 2017, the Tanzania Revenue Authority (the “TRA”) delivered a series of Notices of Adjusted Assessments in relation to Bulyanhulu and Buzwagi with a total of $40 billion of alleged unpaid taxes and approximately $150 billion of penalties and interest owed, dating back to the initial establishment of the mine. In August 2017, the Tanzania Revenue Authority delivered a further series of Notices of Adjusted Assessment in relation to a legacy mine in respect of a total of $3 billion of alleged unpaid taxes, penalties and interest owed.

Barrick initiated negotiations with the GoT in an effort to help resolve these and other disputes, as described below.

Framework Agreement

On October 19, 2017, Barrick announced that it had agreed with the GoT on a proposed framework for a new partnership between Acacia and the GoT. During the course of negotiations, the GoT stated that it would not execute final agreements for the resolution of these disputes if Acacia is one of the counterparties to the settlement agreements. In light of this, and in an effort to resolve these ongoing disputes between Acacia and the GoT, Barrick made an offer to acquire all of the outstanding Acacia shares that it did not already own. Barrick and Acacia agreed on the terms of the acquisition in July 2019, which was implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”).

On September 17, 2019, Barrick completed the share-for-share exchange of 0.168 Barrick shares and any Acacia Exploration Special Dividends for each ordinary share of Acacia. As described below, the Acacia Exploration Special Dividends and any deferred cash consideration dividends (if applicable) as a consequence of a sales process to realize value from the sale of certain Acacia exploration properties to be undertaken during the two-year period following closing, have been paid by Barrick. This transaction resulted in the issuance of 24,836,670 Barrick common shares or approximately 1% of Barrick’s share

 

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capital at the time. As a result, Acacia ceased trading on the London Stock Exchange and became a wholly-owned subsidiary of Barrick called Barrick TZ Limited.

On October 20, 2019, Barrick announced that it had reached an agreement (the “Framework Agreement”) with the GoT to settle all disputes between the GoT and the mining companies formerly operated by Acacia but now managed by Barrick. The final agreements were submitted to the Tanzanian Attorney General for review and legalization and the Framework Agreement became effective as of January 1, 2020.

On January 24, 2020, Barrick announced that the Company had ratified the creation of Twiga Minerals Corporation (“Twiga”), the operating company formed to manage the Tanzania mines. Effective January 1, 2020, the GoT received a free carried shareholding of 16% in each of Barrick’s Tanzanian mines (Bulyanhulu, Buzwagi and North Mara), a 16% free carried interest in the shareholder loans owed by the operating companies and will receive half of the economic benefits from the Tanzanian operations in the form of taxes, royalties, clearing fees and participation in all cash distributions made by the mines and Twiga, after the recoupment of capital investments. Twiga is 16% owned by the GoT and provides management services to the mines.

The terms of the signed Framework Agreement include: the payment of $300 million as the Settlement Payment (see “Government Controls and Regulations” above); the lifting of the Ban (see “Concentrate Export Ban and Related Disputes” below); the sharing of future economic benefits from the mines on a 50/50 basis; and a dispute resolution mechanism that provides for binding international arbitration. The 50/50 division of economic benefits will be maintained through an annual true-up mechanism, which will not account for the Settlement Payment. In October 2020, Twiga paid a maiden interim cash dividend of $250 million, of which $40 million was paid to the GoT.

An initial portion of $100 million of the Settlement Payment was paid to the GoT following the resumption of mineral concentrate exports. In March 2022, the Company made a further payment of $40 million, bringing the total amount paid toward the Settlement Amount to date to $140 million. Under the terms of the Framework Agreement, four additional annual payments of $40 million remain payable, with the next payment of $40 million due by November 2024.

Barrick and the GoT have satisfied their respective obligations under the Framework Agreement and are now working towards fulfilling their post-completion commitments.

Concentrate Export Ban and Related Disputes

On March 3, 2017, the GoT announced the Ban on the export of metallic mineral concentrates following a directive made by the President to promote the creation of a domestic smelting industry. Following the directive, Acacia ceased all exports of its gold/copper concentrate (“concentrate”) including containers previously approved for export prior to the Ban located at the port in Dar es Salaam.

During the second quarter of 2017, the GoT initiated investigations which resulted in allegations of historical undeclared revenue and unpaid taxes by Acacia and its predecessor companies. Acacia subsequently received adjusted assessments for the tax years 2000-2017 from the Tanzania Revenue Authority for a total amount of approximately $190 billion for alleged unpaid taxes, interest and penalties. In addition, following the end of the third quarter of 2017, Acacia was served with notices of conflicting adjusted corporate income tax and withholding tax assessments for tax years 2005 to 2011 with respect to Acacia’s former Tulawaka joint venture, and demands for payment, for a total amount of approximately $3 billion. Acacia disputed these assessments through arbitration and the Tanzanian tax appeals process, respectively.

In addition to the Ban, new and amended legislation was passed in Tanzania in early July 2017, including various amendments to the 2010 Mining Act and a new Finance Act. The amendments to the

 

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2010 Mining Act increased the royalty rate applicable to metallic minerals such as gold, copper and silver to 6% (from 4%), and the new Finance Act imposes a 1% clearing fee on the value of all minerals exported from Tanzania from July 1, 2017. In January 2018, new Mining Regulations were announced by the GoT introducing, among other things, local content requirements, export regulations and mineral rights regulations.

Following an investigation conducted by the Mining Commission on July 30 and 31, 2019, the North Mara mine received a letter from the Mining Commission (the “Inspection Findings Letter”) stating that it believes that certain provisions of the Mining Regulations, 2010 were violated and directing the North Mara mine to submit a feasibility study report and current mine plan for its approval by August 16, 2019. The Inspection Findings Letter also authorized the resumption of gold exports from North Mara subject to its adherence to the export procedure.

On July 19, 2019, the Acacia Transaction Committee Directors and Barrick published a firm offer announcement pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (“Rule 2.7 Announcement”) announcing that they had reached agreement on the terms of a recommended final offer by Barrick for the ordinary share capital of Acacia that Barrick did not already own, with the belief that the recommended final offer would enable Barrick to finalize the terms of a full, final and comprehensive settlement of all of Acacia’s existing disputes with the GoT. To facilitate this and in anticipation of the Rule 2.7 Announcement, on July 17, 2019, Acacia announced that Bulyanhulu Gold Mine Limited and Pangea Minerals Limited would immediately seek a stay of their international arbitration proceedings with the GoT.

On January 24, 2020, Barrick announced that the Company had ratified the creation of Twiga, formalizing the establishment of a joint venture between Barrick and the GoT and resolution of all outstanding disputes between Barrick and the GoT, including the lifting of the Ban, effective immediately.

Tanzanian Revenue Authority Assessments

The TRA issued a number of tax assessments to Acacia related to past taxation years from 2002 onwards. Acacia believed that the majority of these assessments were incorrect and filed objections and appeals accordingly in an attempt to resolve these matters by means of discussions with the TRA or through the Tanzanian appeals process. Overall, it was Acacia’s assessment that the relevant assessments and claims by the TRA were without merit.

The claims include an assessment issued to Acacia in the amount of $41.3 million for withholding tax on certain historic offshore dividend payments paid by Acacia (then African Barrick Gold plc) to its shareholders from 2010 to 2013. Acacia appealed this assessment on the substantive grounds that, as an English incorporated company, it was not resident in Tanzania for taxation purposes. In August 2020, the Tanzanian Court of Appeal found African Barrick Gold plc (now called Barrick TZ Limited) to be tax resident in Tanzania upholding an earlier decision from the TRA, and that as a result, withholding tax was payable on the dividends of $41.3 million, plus accrued interest, previously declared and paid between 2010 to 2013, inclusive. During October 2020, Barrick TZ Limited filed a motion for the Tanzanian Court of Appeal to review this decision with written submissions following in December 2020. No date was set for the Tanzanian Court of Appeal to review its decision.

Further TRA assessments were issued to Acacia in January 2016 in the amount of $500.7 million, based on an allegation that Acacia was resident in Tanzania for corporate and dividend withholding tax purposes. The corporate tax assessments were levied on certain of Acacia’s net profits before tax. Acacia appealed these assessments at the TRA Board level.

In addition, the TRA issued adjusted tax assessments totaling approximately $190 billion for alleged unpaid taxes, interest and penalties, apparently issued in respect of alleged and disputed under-declared export revenues. All of these disputes with the TRA were resolved as part of the settlement with the GoT described under the heading “Framework Agreement” above.

 

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All of the tax disputes with the TRA were considered resolved as part of the Framework Agreement with the GoT. For details on the terms of the Framework Agreement, see “Framework Agreement” above. In furtherance of this settlement, compromise and release agreements were executed by the parties to each of the tax disputes. These agreements were filed and adopted by the relevant courts in Tanzania for the full and final settlement of the tax disputes.

In light of the resolution of all pending disputes, in October 2022, Barrick took steps to formally withdraw from the international arbitration, which had been initiated by the former Acacia in 2017, and bring those proceedings to an end. The arbitration proceedings were formally terminated on November 29, 2022.

Acacia Exploration Properties and Kenya Revenue Authority Assessments

In furtherance of the aforementioned sales process, on August 19, 2020, Barrick completed the sale of a former Acacia (and now a Barrick) subsidiary, Acacia Exploration (Kenya) Ltd., which owned the West Kenya exploration project, to Shanta Gold Limited (“Shanta”) for $7 million in cash, 54,650,211 Shanta shares and a 2% net smelter return royalty relating to the project. In addition, in July 2021, through subsidiaries, Barrick agreed to terminate the Frontier joint venture in Burkina Faso in exchange for a 1% net smelter return capped royalty on each of the two permits held thereunder. After completing a competitive sales process, through subsidiaries in October 2021, Barrick completed an agreement to monetize all royalties received in connection with the disposition of the Acacia exploration properties (comprising royalties over the West Kenya, Frontier and Central Houndé projects), for gross cash consideration of $11.75 million. That transaction completed the sale of the Acacia exploration properties and related assets, including all royalties taken back on the sale of underlying properties.

On November 15, 2021, Barrick received notice of a tax claim of approximately $12 million from the Kenya Revenue Authority in relation to the sale of Acacia Exploration (Kenya) Ltd., which it disputed. As a result, Barrick was not in a position to declare an Acacia Exploration Special Dividend for the year ending December 31, 2021 pending the resolution of the tax claim. The tax claim was determined in 2022 and on May 3, 2022, Barrick paid the final Acacia Exploration Special Dividend to Scheme shareholders. The final Acacia Exploration Special Dividend paid was comprised of the remaining balance of the 2021 net proceeds, after taking the costs associated with settling the tax claim and other transaction expenses incurred in respect of the Acacia exploration properties into account.

North Mara – Ontario Litigation

On November 23, 2022, an action was commenced against the Company in the Ontario Superior Court of Justice in respect of alleged security-related incidents in the vicinity of the North Mara Mine in Tanzania. The named plaintiffs purport to have been injured, or to be the dependents of individuals who were allegedly killed, by members of the Tanzanian Police Force. The Statement of Claim asserts that Barrick Gold Corporation is legally responsible for the actions of the Tanzanian Police Force, and that the Company is liable for an unspecified amount of damages. The Company believes that the allegations are without merit, including because the Tanzanian Police Force is a sovereign police force that operates under its own chain of command. The Company intends to defend its interests vigorously and is currently considering its options and next steps in the litigation.

 

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Zaldívar Chilean Tax Assessment

On August 28, 2019, Barrick’s Chilean subsidiary that holds the Company’s interest in the Zaldívar mine, Compañía Minera Zaldívar Limitada (“CMZ”), received notice of a tax assessment from the Chilean Internal Revenue Service (“Chilean IRS”) amounting to approximately $1 billion in outstanding taxes, including interest and penalties (the “2015 Tax Assessment”). The 2015 Tax Assessment primarily claims that CMZ improperly claimed a deduction relating to a loss on an intercompany transaction prior to recognizing and offsetting a capital gain on the sale of a 50% interest by CMZ in the Zaldívar mine to Antofagasta in 2015. CMZ filed an administrative appeal with the Chilean IRS on October 14, 2019. Following initial meetings with CMZ, the Chilean IRS agreed on certain aspects with CMZ’s position and reduced the Assessment to $678 million (including interest and penalties as at December 31, 2021) which was mainly referring to the deduction related to the intercompany transaction mentioned above. CMZ continued discussions with the Chilean IRS prior to the authority’s final decision.

On March 17, 2020, CMZ filed a claim against the Chilean IRS at the Tax Court of Coquimbo (the “Tax Court”) to nullify the 2015 Tax Assessment. The Chilean IRS filed their response to CMZ’s claim on April 13, 2020.

In April 2020, the Chilean IRS initiated an audit of CMZ for 2016 relating to the same claims included in the 2015 Tax Assessment. This audit resulted in a new tax assessment against CMZ (the “2016 Tax Assessment”). On September 9, 2020, CMZ filed a claim at the Tax Court to nullify the 2016 Tax Assessment and the Chilean IRS filed its response on October 7, 2020.

On September 29, 2020, the Tax Court approved CMZ’s request to consolidate its challenges to the 2015 and 2016 Tax Assessments (collectively, the “Zaldívar Tax Assessments”) in a single proceeding.

On December 30, 2022, the Tax Court issued its decision, dismissing CMZ’s claims and upholding the Zaldívar Tax Assessments as issued by the Chilean IRS. Accordingly, as of December 31, 2022, CMZ’s exposure, including applicable interest and penalties, amounts to approximately $824 million. On January 20, 2023, CMZ filed an appeal against the Tax Court’s decision, which will be heard by the Court of Appeals of La Serena.

The Company continues to believe that the Zaldívar Tax Assessments are without merit and intends to continue to vigorously defend its position.

Kibali Customs Dispute

At the end of January and in early February 2022, Kibali Goldmines SA, which owns and operates the Kibali gold mine in the Democratic Republic of the Congo, received fifteen claims from the Direction Générale des Douanes et Accises (“Customs Authority”) concerning customs duties. The Customs Authority claims that incorrect import duty tariffs have been applied to the importation of certain consumables and equipment for the Kibali gold mine. In addition, they claim that the exemption available to Kibali Goldmines SA, which was granted in relation to the original mining lease, no longer applies. Finally, the Customs Authority claims that a service fee paid on the exportation of gold was paid to the wrong government body. The claims, including substantial penalties and interest, total $339 million.

The Company has examined the Customs Authority claims and concluded that they are substantially without merit, as they seek to challenge established customs practices which have been accepted by the Customs Authority for many years and, where relevant, are in line with ministerial instruction letters. The Company is engaged in discussions with the Customs Authority and Ministry of Finance regarding the customs claims. A formal reassessment notice has not yet been issued by the Customs Authority with respect to these claims. The Company cannot reasonably predict the final outcome of the claim, but have recorded a liability of $12.5 million, in line with its interpretation of the likely position per its current

 

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discussions with the Customs Authority and the Ministry of Finance. The Company will vigorously defend its position that the Customs Authority claims are unfounded.

Zaldívar Water Claims

On March 30, 2022, the State Defense Council (“CDE”), an entity that represents the interests of the Chilean state, filed a lawsuit in the Environmental Court of Antofagasta against Compañía Minera Zaldívar SpA (“CMZ SpA”), the joint venture company that operates the Zaldívar mine, and two other companies with mining operations that utilize water from a shared aquifer (Minera Escondida Ltda. and Albermarle Ltda.). The CDE claims that the extraction of groundwater by these companies since 2005 has caused environmental damage to the surrounding area. The CDE’s lawsuit seeks to require the companies to conduct a series of studies and undertake certain actions to protect and repair the alleged environmental damage in the area, and also to cease extracting water from the aquifer.

CMZ SpA presented its defense on June 15, 2022. On July 26, 2022, the court issued an order governing the evidentiary stage of the trial. Following an agreed suspension from July through November 2022, the proceeding resumed. On January 30, 2023, a conciliation hearing was held to address a potential settlement proposal by Albermarle Ltda. As of that hearing date, the proceedings have been stayed for a further 60-day period to allow settlement discussions to continue among the parties. If a definitive settlement is not reached within the stay period, the court is expected to schedule an evidentiary hearing and the case will proceed against the remaining parties.

The Company intends to continue to vigorously defend its position.

General

Barrick and its subsidiaries are, from time to time, involved in various claims, legal proceedings and complaints arising in the ordinary course of business. Barrick is also subject to reassessment for income and mining taxes for certain years. The results of pending or threatened proceedings related to any potential tax assessments or other matters cannot be predicted with certainty.

RISK FACTORS

Barrick’s performance and its future operations are and may be affected by a wide range of risks. The risks described below are not the only ones facing Barrick. Additional risks not currently known to Barrick, or that Barrick currently deems immaterial, may also impair Barrick’s operations.

Metal price volatility

Barrick’s business is strongly affected by the world market price of gold and copper. If the world market price of gold or copper was to drop and the prices realized by Barrick on gold or copper sales were to decrease significantly and remain at such a level for any substantial period, Barrick’s profitability and cash flow would be negatively affected.

Gold and copper prices have fluctuated widely in recent years. These fluctuations can be material and can occur over short periods of time and are affected by numerous factors, all of which are beyond Barrick’s control. Future production from Barrick’s mining properties is dependent on gold and copper prices that are adequate to make these properties economically viable. During 2022, the gold price ranged from $1,615 per ounce to $2,070 per ounce. The average market price of gold in 2022 was $1,800 per ounce, an all-time average annual high and slight increase compared to the 2021 annual average. Based on current estimates of Barrick’s 2023 gold production and sales, a $100 per ounce increase or decrease from the $1,650 per ounce gold price assumption used to determine guidance will result in an approximately $590 million increase or decrease, as applicable, in the Company’s EBITDA. EBITDA is a non-GAAP financial performance measure with no standardized definition under IFRS. For further

 

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information, see “Non-GAAP Financial Measures” at pages 188 to 216 for a detailed discussion of each of the non-GAAP measures used in this Annual Information Form. Factors tending to affect the price of gold include:

 

   

industrial and jewelry demand;

 

   

the level of demand for gold as an investment;

 

   

central bank lending, sales and purchases of gold;

 

   

the volume of recycled material available in the market;

 

   

speculative trading; and

 

   

costs and levels of global gold production by producers of gold.

Gold prices may also be affected by macroeconomic factors, including:

 

   

expectations of the future rate of inflation;

 

   

the strength of, and confidence in, the U.S. dollar, the currency in which the price of gold is generally quoted, and other currencies;

 

   

the value of alternative investments, including global equity prices;

 

   

interest rates; and

 

   

global or regional, political or economic uncertainties.

Based on current estimates of Barrick’s 2023 copper production and sales, a $0.25 per pound increase or decrease from the $3.50 per pound copper price assumption used to determine guidance will result in an approximately $110 million increase or decrease, as applicable, in the Company’s EBITDA. EBITDA is a non-GAAP financial performance measure with no standardized definition under IFRS. For further information, see “Non-GAAP Financial Measures” at pages 188 to 216 for a detailed discussion of each of the non-GAAP measures used in this Annual Information Form. Factors tending to affect the price of copper include:

 

   

the worldwide balance of copper demand and supply;

 

   

rates of global economic growth, trends in industrial production and conditions in the housing and automotive industries, all of which correlate with demand for copper;

 

   

the rate of electrification and, in particular, the growth of the production of electric vehicles, which are more copper-intensive than vehicles with internal combustion engines, and the related demand for copper that will be required to build the electrical grids required to support the growth in usage of electric vehicles and other electrification goals;

 

   

economic growth and political conditions in China, which has become the largest consumer of refined copper in the world, and other major developing economies;

 

   

speculative investment positions in copper and copper futures;

 

   

the availability of secondary material for smelting;

 

   

expectations of the future rate of inflation;

 

   

the price of input costs, including fuel;

 

   

the availability and cost of substitute materials; and

 

   

currency exchange fluctuations, including the relative strength of the U.S. dollar.

Barrick’s gold production is sold into the spot market or to refiners at market prices. The sales price for Barrick’s copper production is determined provisionally at the date of sale with the final price determined based on market copper prices at a future date set by the customer, generally one to three months after the initial date of sale. Market prices for copper may fluctuate during this extended settlement period. The prices of Barrick’s copper sales are marked-to-market at the balance sheet date

 

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based on the forward copper price for the relevant quotational period. All such mark-to-market adjustments are recorded in copper sale revenues. If the market price for copper declines, the final sale price realized by the Company at settlement may be lower than the provisional sale price initially recognized by the Company, requiring negative adjustments to Barrick’s average realized copper price for the relevant period.

In addition, certain of Barrick’s mineral projects include other minerals (principally silver), each of which is subject to price volatility based on factors beyond Barrick’s control.

Depending on the market price of the relevant metal, Barrick may determine that it is not economically feasible to continue commercial production at some or all of its operations or the development of some or all of its current projects, as applicable, which could have an adverse impact on Barrick’s financial performance and results of operations. In such a circumstance, Barrick may also curtail or suspend some or all of its exploration activities, with the result that depleted reserves are not replaced. In addition, the market value of Barrick’s gold or copper inventory may be reduced and existing reserves may be reduced to the extent that ore cannot be mined and processed economically at the prevailing prices.

Projects

Barrick’s ability to sustain or increase its present levels of gold and copper production is dependent in part on the success of its projects. There are many risks and unknowns inherent in all projects. For example, the economic feasibility of projects is based upon many factors, including:

 

   

the accuracy of reserve estimates;

 

   

metallurgical recoveries with respect to gold, copper and by-products;

 

   

capital and operating costs of such projects;

 

   

the timetables for the construction, commissioning and ramp-up of such projects and any delays or interruptions;

 

   

the accuracy of engineering and changes in scope;

 

   

the ability to manage large-scale construction;

 

   

the future prices of the relevant minerals; and

 

   

the ability to secure appropriate financing to develop such projects.

The stability of the legal and financial terms that apply to the development and exploitation of any given project, as well as the Company’s ability to maintain its license to operate in the jurisdictions in which Barrick has projects is also important to the success of those projects (see “Community relations and license to operate”).

Projects also require the successful completion of feasibility studies, agreement on various fiscal, tax and royalty matters and the resolution of any matter arising in this respect, the issuance of, and compliance with, necessary governmental permits and the acquisition of satisfactory surface or other land rights. It may also be necessary for Barrick to, among other things, find or generate suitable sources of water and power for a project, ensure that appropriate community infrastructure is developed by third parties to support the project and to secure appropriate financing to fund these expenditures (see “Global financial conditions” and “Liquidity and level of indebtedness”). It is also not unusual in the mining industry for new mining operations, to experience unexpected problems during the start-up phase, resulting in delays and requiring the investment of more capital than anticipated.

Projects have no operating history upon which to base estimates of future financial and operating performance, including future cash flow. The capital expenditures and time required to develop new mines or other projects are considerable and changes in costs or construction schedules can affect project

 

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economics. As such, it is possible that actual costs may increase significantly and economic returns may differ materially from Barrick’s estimates or that metal prices may decrease significantly or that Barrick could fail to obtain the satisfactory resolution of fiscal and tax matters or the governmental approvals necessary for the operation of a project or obtain project financing on acceptable terms and conditions or at all, in which case, the project may not proceed either on its original timing or at all. For example, following the reconstitution of the Reko Diq project in December 2022, Barrick has started a full update of the project’s 2010 feasibility and 2011 expansion pre-feasibility studies, and plans to finish the Reko Diq feasibility study by the end of 2024, with 2028 targeted for first production. There are risks associated with projects in the early stages of evaluation, such as Reko Diq, including, among other things, that considerable additional work beyond that which Barrick has planned may be required to complete further evaluation. As described above, such circumstances would have the potential to significantly impact costs and timing for the project to progress to the next stage of development.

If Barrick declines or is unable to advance a project on a particular timetable or at all, the rights associated with the project could be negatively affected.

Mineral reserves and resources

Barrick’s mineral reserves and mineral resources are estimates, and no assurance can be given that the estimated reserves and resources are accurate or that the indicated level of gold, copper or any other mineral will be produced. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Further, it may take many years from the initial phase of drilling before production is possible, and during that time the economic feasibility of exploiting a discovery may change.

Because Barrick prepares this Annual Information Form in accordance with the disclosure requirements of Canadian securities laws, it contains resource estimates, which are required by National Instrument 43-101. Mineral resource estimates for properties that have not commenced production are based, in many instances, on limited and widely spaced drill hole information, which is not necessarily indicative of the conditions between and around drill holes. Accordingly, such mineral resource estimates may require revision as more drilling information becomes available, as actual production experience is gained or as the Company’s mining methods are changed. No assurance can be given that any part or all of Barrick’s mineral resources constitute or will be converted into reserves.

Market price fluctuations of gold, copper, silver and certain other metals, as well as increased production and capital costs or reduced recovery rates, may render Barrick’s proven and probable reserves uneconomic to develop at a particular site or sites for periods of time or may render mineral reserves containing relatively lower grade mineralization uneconomic. Moreover, short-term operating factors relating to the mineral reserves, such as the need for the orderly development of ore bodies, the processing of new or different ore grades, the technical complexity of ore bodies, unusual or unexpected ore body formations, ore dilution or varying metallurgical and other ore characteristics may cause mineral reserves (or ore reserves) to be reduced or Barrick to be unprofitable in any particular accounting period. Estimated reserves may have to be recalculated based on actual production experience, fluctuations in the price of metals, or changes in other assumptions on which they are based. Any of these factors may require Barrick to reduce its mineral reserves (or ore reserves) and resources, which could have a negative impact on Barrick’s financial results.

Failure to obtain or maintain necessary permits or government approvals or changes to applicable legislation could also cause Barrick to reduce its reserves. In addition, changes to mine plans due to capital allocation decisions could cause Barrick to reduce its reserves. There is also no assurance that Barrick will achieve indicated levels of gold or copper recovery or obtain the prices assumed in determining such reserves. For example, Porgera has been excluded from guidance for 2023, but remains within reserves at December 31, 2022 on a 24.5% interest basis, reflecting Barrick’s expected

 

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ownership interest following the implementation of the Commencement Agreement (see Note 4 to “Notes to the Barrick Mineral Reserves and Resources Tables”).

Replacement of depleted reserves

Barrick’s mineral reserves must be replaced to maintain production levels over the long-term. Reserves can be replaced by expanding known ore bodies, locating new deposits or making acquisitions. Exploration is highly speculative in nature and identifying new ore bodies is becoming increasingly difficult. Barrick’s exploration projects involve many risks and are frequently unsuccessful. Once a site with mineralization is discovered, it may take several years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable reserves and to construct mining and processing facilities. As a result, there is no assurance that current or future exploration programs will be successful. Depletion of reserves may not be offset by discoveries or acquisitions and divestitures of assets could lead to a lower reserve base. Barrick may continue to dispose of additional assets in 2023 or future years as part of its ongoing focus on Tier One Gold Assets, Tier Two Gold Assets, Tier One Copper Assets, Strategic Assets and other strategic initiatives, which may further deplete Barrick’s reserves. Reserves estimated in accordance with National Instrument 43-101 may also decrease due to economic factors such as the use of a lower metal price assumption. However, such a decline would not be a reduction in the actual mineral base of the Company, as the ounces or pounds removed from Barrick’s reserves due to the use of a lower gold or copper price assumption would be transferred to resources, preserving the option to access them in the future at higher gold or copper prices. The mineral base of Barrick will decline if reserves are mined without adequate replacement and Barrick may not be able to sustain production to or beyond the currently contemplated mine lives, based on current production rates.

Foreign investments and operations

Barrick conducts or participates in mining, development and exploration and other activities through subsidiaries and/or joint ventures in many foreign countries, including the United States, Argentina, Chile, Côte d’Ivoire, the Dominican Republic, the DRC, Mali, Pakistan, Papua New Guinea, Peru, Saudi Arabia, Senegal, Tanzania and Zambia. Mining investments are subject to the risks normally associated with any conduct of business in foreign countries including:

 

   

renegotiation, cancellation or forced modification of existing contracts;

 

   

expropriation or nationalization of property;

 

   

changes in laws or policies or increasing legal and regulatory requirements of particular countries, including those relating to taxation, royalties, imports, exports, duties, currency, in-country beneficiation or other claims by government entities, including retroactive claims and/or changes in the administration of laws, policies and practices (see “Legal Matters –Government Controls and Regulations”);

 

   

uncertain political and economic environments, war, terrorism, sabotage and civil disturbances;

 

   

lack of certainty with respect to foreign legal systems, corruption and other factors that are inconsistent with the rule of law;

 

   

international sanctions and trade restrictions;

 

   

delays in obtaining or the inability to obtain or maintain necessary governmental permits or to operate in accordance with such permits or regulatory requirements;

 

   

currency fluctuations;

 

   

restrictions on the ability of local operating companies to sell gold, copper or other minerals offshore for U.S. dollars, and on the ability of such companies to hold U.S. dollars or other foreign currencies in offshore bank accounts;

 

   

import and export regulations, including restrictions on the export of gold, copper or other minerals;

 

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limitations on the repatriation of earnings;

 

   

reliance on advisors and consultants in foreign jurisdictions in connection with regulatory, permitting or other governmental requirements;

 

   

increased financing costs; and

 

   

risk of loss due to disease, such as malaria or the zika virus, and other potential medical endemic or pandemic issues, such as Ebola or Covid-19, as a result of the potential related impact to employees, disruption to operations, supply chain delays and impact on economic activity in affected countries or regions.

Operating in emerging markets can increase the risk that contractual and/or mineral rights may be disregarded or unilaterally altered. An SLA between the Dominican State and PVD governs the development and operation of the Pueblo Viejo mine, including applicable tax rates. Barrick has a 60% equity interest in PVD. Following the achievement of commercial production at Pueblo Viejo mine in January 2013, the Dominican State engaged PVD in discussions to amend the SLA. These amendments became effective on October 5, 2013, and resulted in additional and accelerated tax revenues to the Dominican State.

Barrick has operations and conducts business, and is subject to taxation, in a number of emerging market jurisdictions. These taxation laws are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course.

In the DRC, the DRC Mining Code (2002) and associated regulations have been amended with an updated DRC Mining Code (2018) and related regulations. The updated law and regulations include potentially adverse changes with respect to fiscal stability protection, increased royalty rates, income taxes, import and other duties, value-added, foreign exchange controls, indirect capital gains taxes and local content. Barrick has nevertheless made full payment on all taxes demanded by the government to date. All payments were made under duress in order to protect the Company’s acquired and vested rights under the DRC Mining Code (2002); however, there is no guarantee that the government will not challenge these acquired and vested rights under the DRC Mining Code (2002). Continued engagement with the government of the DRC has resulted in the submission of an application for a number of exemptions and waivers pursuant to article 220 of the DRC Mining Code (2018) as part of Barrick’s efforts to reach a mutually acceptable path forward. Article 220 creates a framework to provide benefits to mining companies in landlocked provinces with infrastructure challenges, such as the province in which the Kibali mine is located. In 2022, Barrick repatriated the balance of Kibali’s surplus cash from the DRC. For further information, see “Legal Matters – Government Controls and Regulations”.

In Mali, Barrick operates Loulo-Gounkoto under mining conventions entered into with the Government of Mali. These mining conventions contain stabilization provisions to protect Barrick’s subsidiaries with interests in Mali from adverse amendments to the Mali tax codes. The Mali tax code was amended in 2017 to, among other things, introduce indirect capital gains taxes. Although Barrick has stabilization protection in respect of these provisions and the Mali tax authorities have not sought to apply these provisions in relation to Barrick, there can be no certainty that the Mali tax authorities will not seek to challenge such stabilization protection. On September 27, 2019, Mali adopted an ordinance introducing the 2019 Mining Code, which was ratified by the Malian National Assembly on April 28, 2020. For further information, see “Legal Matters – Government Controls and Regulations”.

In Tanzania, on October 20, 2019, Barrick reached an agreement with the GoT to settle all disputes between the GoT and the mining companies formerly operated by Acacia but now managed by Barrick. These disputes related to, among other things, the ban on the export of gold/copper concentrate and tax reassessments for approximately $190 billion. On January 24, 2020, Barrick announced that the Company had ratified the creation of Twiga at a signing ceremony with the President of Tanzania, formalizing the establishment of a joint venture between Barrick and the GoT and resolution of all outstanding disputes between Barrick and the GoT, including the lifting of the Ban, effective immediately.

 

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The GoT received a free carried shareholding of 16% in each of the former Acacia mines (Bulyanhulu, Buzwagi and North Mara), and will receive its half of the economic benefits from taxes, royalties, clearing fees and participation in all cash distributions made by the mines and Twiga, after the recoupment of capital investments. Twiga is 16% owned by the GoT and provides management services to the mines. Although Barrick and the GoT have satisfied their respective obligations under the Framework Agreement and are now working towards fulfilling their post-completion commitments, there can be no assurance that the GoT will not impose other measures that may negatively impact Barrick’s performance or operations in the future. Failure of either Barrick or the GoT to adhere to the terms of the agreement or the imposition of other measures by the GoT may have a material adverse impact on Barrick’s cash flows, earnings, results of operations and financial position. See “Legal Matters – Government Controls and Regulations” and “Legal Matters – Legal Proceedings – Concentrate Export Ban and Related Disputes”.

In April 2020, BNL received a position paper from the IRC in Papua New Guinea asserting various proposed adjustments and other liabilities amounting to $131 million (not including penalties, based on the kina foreign exchange rate as at December 31, 2022) arising from tax audits of BNL conducted for 2006 through 2015. BNL responded to the position paper on June 30, 2020. On October 2, 2020, BNL received amended assessments from the IRC which increased the amount of proposed adjustments and other taxes to $484 million (including penalties, based on the kina foreign exchange rate as at December 31, 2022). The Company has reviewed the amended assessments and concluded that there is no merit to the IRC’s tax audit adjustments, except for certain immaterial items for which a provision had already been made. BNL filed objections to the amended assessments on November 30, 2020, in accordance with the Papua New Guinea Income Tax Act, and the Company remains in discussions with the IRC with respect to this matter. To date, the IRC has not reached a determination on BNL’s objection to the amended tax assessments. The resolution of BNL’s objections to the IRC’s amended tax assessments is a condition to the reopening of the Porgera mine under the Commencement Agreement. See “Legal Proceedings – Porgera Tax Audits”.

On December 15, 2022, Barrick completed the reconstitution of the Reko Diq project in Pakistan’s Balochistan province. The completion of this transaction involved, among other things, the execution of all of the definitive agreements including the mineral agreement stabilizing the fiscal regime applicable to the project, as well as the grant of mining leases, an exploration license, and surface rights. This completed the process that began earlier in 2022 following the conclusion of a framework agreement among the Governments of Pakistan and Balochistan province, Barrick and Antofagasta plc, which provided a path for the development of the project under a reconstituted structure. The reconstituted project is held 50% by Barrick and 50% by Pakistani stakeholders, comprising a 10% free-carried, non-contributing share held by the Provincial Government of Balochistan, an additional 15% held by a special purpose company owned by the Provincial Government of Balochistan and 25% owned by other federal state-owned enterprises. Failure of either Barrick or the Governments of Pakistan or Balochistan to adhere to the terms of the definitive agreements or the imposition of other measures by the Governments of Pakistan or Balochistan may have a material adverse impact on Barrick’s cash flows, earnings, results of operations, mineral reserve and mineral resource statements and financial position.

In addition to potentially affecting the price of gold, copper and silver, general inflationary pressures may also affect Barrick’s labor, commodity and other input costs at operations in emerging markets, which could have a materially adverse effect on Barrick’s financial condition, results of operations and capital expenditures for the development of its projects.

There can be a greater level of political, social and economic risk in the emerging markets in which Barrick operates. Operations in emerging markets may be subject to more frequent civil disturbances and criminal activities such as trespass, illegal mining, sabotage, theft and vandalism. These disturbances and criminal activities have caused disruptions at certain of Barrick’s operations or joint ventures, including the Porgera joint venture in Papua New Guinea (in which Barrick’s 47.5% interest is expected to be reduced to a 24.5% interest following the implementation of the Commencement Agreement), the Pierina mine (now in closure) in Peru, the Pueblo Viejo mine in the Dominican Republic (in which Barrick has a 60%

 

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interest), the Tongon mine in Côte d’Ivoire (in which Barrick has an 89.7% interest) and certain of Barrick’s operations in Tanzania, occasionally resulting in the suspension of operations. Affected sites have taken certain measures to protect their employees, property and production facilities from these risks, including entering into arrangements with public security in relation to security in the areas surrounding their minesite. The measures that have been implemented by Barrick will not guarantee that such incidents will not continue to occur and such incidents may halt or delay production, increase operating costs, result in harm to employees or trespassers, cause damage to production facilities or otherwise decrease operational efficiency, increase community tensions or result in criminal and/or civil liability for Barrick or its respective employees and/or financial damages or penalties.

Similarly, different economic and social issues exist in emerging markets which may affect Barrick’s operating and financial results. For example, infectious diseases (including malaria, HIV/AIDS, tuberculosis and the Ebola virus) are major health care issues in African countries. Workforce training and health programs to maximize prevention awareness and minimize the impact of infectious diseases, including HIV/AIDS and malaria in the DRC, Mali, Côte d’Ivoire, Tanzania, Zambia and other jurisdictions in Africa may prove insufficient to adequately address these serious issues.

The foregoing risks may limit or disrupt operating mines or projects, restrict the movement of funds, cause Barrick to have to expend more funds than previously expected, or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation, and may materially adversely affect Barrick’s financial position or results of operations. Certain of these risks have increased in recent years. Furthermore, in the event of disputes arising from Barrick’s activities in Argentina, Chile, Côte d’Ivoire, the DRC, the Dominican Republic, Mali, Pakistan, Papua New Guinea, Peru, Saudi Arabia, Tanzania and Zambia, or from Barrick’s past activities in other emerging markets, Barrick has been and may continue to be subject to the jurisdiction of courts outside North America, which could adversely affect the outcome of the dispute.

Foreign subsidiaries

A significant portion of Barrick’s business is carried on through subsidiaries, including foreign subsidiaries. Accordingly, any limitation on the transfer of cash or other assets between the parent corporation and such entities, or among such entities, could restrict Barrick’s ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on Barrick’s valuation and stock price.

Production and cost estimates

Barrick prepares estimates of future production, total cash costs and capital costs of production for particular operations. No assurance can be given that such estimates will be achieved. Failure to achieve production or cost estimates or material increases in costs could have an adverse impact on Barrick’s future cash flows, profitability, results of operations and financial condition.

Barrick’s actual production and costs may vary from estimates for a variety of reasons, including: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors relating to mineral or ore reserves, such as the need for sequential development of ore bodies and the processing of new or different ore grades; revisions to mine plans; unusual or unexpected ore body formations; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, increased incidence of extreme weather events, water availability, floods, and earthquakes; and unexpected labor shortages or strikes. Costs of production may also be affected by a variety of factors, including: changing waste-to-ore ratios, ore grade metallurgy, labor costs, the cost of commodities, general inflationary pressures and currency exchange rates.

 

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Government regulation and changes in legislation

The Company’s business is subject to various levels of government controls and regulations, which are supplemented and revised from time to time. Barrick is unable to predict what legislation or revisions may be proposed that might affect its business or when any such proposals, if enacted, might become effective. Such changes, however, could require increased capital and operating expenditures and could prevent or delay certain operations by the Company. To the extent that Barrick fails to or is alleged to fail to comply with any applicable regulation, whether in the future or in the past, the Company may be unable to continue to operate successfully at a particular location. See “Legal Matters – Government Controls and Regulations”.

Permitting and Government Relations

Barrick’s mining and processing operations and development and exploration activities are subject to extensive permitting requirements. Failure to obtain required permits and/or to maintain compliance with permits once obtained could result in injunctions, fines, suspension or revocation of permits and other penalties. While Barrick strives to obtain and comply with all of its required permits, there can be no assurance that Barrick will obtain all such permits and/or achieve or maintain full compliance with such permits at all times. Activities required to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. Previously issued permits may be suspended or revoked, or not renewed, for a variety of reasons, including through government or court action (see for example, “Legal Matters – Legal Proceedings – Pascua-Lama – SMA Regulatory Sanctions” for information regarding the status of the Chilean environmental approval for the Pascua-Lama project). Failure to obtain and/or comply with required permits can have serious consequences, including: damage to Barrick’s reputation; stopping Barrick from proceeding with the development of, or the cancellation or expropriation of, a project; negatively impacting the operation or further development of a mine; or increasing the costs of development or production and litigation or regulatory action against Barrick. Accordingly, it may materially adversely affect Barrick’s business, results of operations or financial condition.

Barrick’s ability to successfully obtain and maintain key permits and approvals will be impacted by its ability to develop, operate and close mines in a manner that is compliant with applicable laws and consistent with the creation of social and economic benefits in the surrounding communities and may be adversely impacted by real or perceived detrimental events associated with Barrick’s activities or those of other mining companies affecting the environment, human health and safety or the surrounding communities. Barrick has made, and expects to make in the future, significant expenditures to comply with permitting requirements and, to the extent reasonably practicable, create social and economic benefit in the surrounding communities.

Failure to obtain or maintain necessary permits or government approvals or changes to applicable legislation could have a material adverse impact on Barrick. For example, on August 16, 2019, Porgera’s SML was due to expire but was continued in force as a result of BNL lodging an application for its extension. However, on April 24, 2020, the Government of Papua New Guinea indicated that the SML would not be extended. On April 9, 2021, BNL signed a binding Framework Agreement with PNG and Kumul, setting out the terms and conditions for the reopening of the Porgera mine. The Framework Agreement was subsequently replaced on February 3, 2022, by the more detailed Commencement Agreement. The provisions of the Commencement Agreement will be implemented and work to recommence full mine operations at Porgera will begin, following the execution of a number of definitive agreements and satisfaction of a number of conditions. While Barrick is actively working with the Government of Papua New Guinea to negotiate definitive agreements to implement the Commencement Agreement, it is not certain whether those definitive agreements will be finalized and executed or that all conditions to recommence full mine operations at Porgera, including the resolution of outstanding tax disputes and issuance of a new SML, will be satisfied. See “Legal Proceedings – Porgera Special Mining Lease”.

 

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Environmental, health and safety regulations

Barrick’s mining and processing operations and development and exploration activities are subject to extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development, water management and protection of endangered and other special status species. Failure to comply with applicable environmental and health and safety laws and regulations could result in injunctions, fines, suspension or revocation of permits and other penalties. While Barrick strives to achieve full compliance with all such laws and regulations and with its environmental and health and safety permits, there can be no assurance that Barrick will at all times be in full compliance with such requirements. Activities required to achieve full compliance can be costly and involve extended timelines. Failure to comply with such laws, regulations and permits can have serious consequences, including: damage to Barrick’s reputation; stopping Barrick from proceeding with the development of a project; negatively impacting the operation or further development of a mine; or increasing the costs of development or production and litigation or regulatory action against Barrick, and may materially adversely affect Barrick’s business, results of operations or financial condition.

Future changes in applicable environmental and health and safety laws and regulations could substantially increase costs and burdens to achieve compliance or otherwise have an adverse impact on Barrick’s business, results of operations or financial condition (see “Government regulation and changes in legislation”).

Barrick may also be held responsible for the costs of addressing contamination at the site of current or former activities or at third party sites. Barrick could also be held liable to third parties for exposure to hazardous substances. The costs associated with such responsibilities and liabilities may be significant. While Barrick has implemented extensive health and safety initiatives at its sites to protect the health and safety of its employees, contractors and members of the communities affected by its operations, there is no guarantee that such measures will eliminate the occurrence of accidents or other incidents which may result in personal injuries, fatalities or damage to property, and in certain instances such occurrences could give rise to regulatory fines and/or civil liability. For example, Barrick had five tragic fatalities in 2022. In the first quarter of 2022, an incident occurred at North Mara, which resulted in the fatality of a contractor, as well as at Nevada Gold Mines, which resulted in the fatality of an employee at Cortez. In the third quarter of 2022, an incident occurred at Pueblo Viejo, which resulted in the fatality of a contractor. Barrick experienced two fatalities in the fourth quarter of 2022. The first fatality occurred at Loulo-Gounkoto and involved a contractor, and the second fatality occurred at Kibali and involved an employee. Barrick also had tragic fatalities during the first quarter of 2023. The first incident occurred at Jabal Sayid, which resulted in the fatalities of two mining contractors, and the second at Nevada Gold Mines, which resulted in the fatality of an employee at Carlin. Following each of these tragic incidents, Barrick conducted an investigation into the underlying causes and implemented Fatality Prevention Criteria and gap assessments across the Company, with a view towards enhancing Barrick’s safety protocols and procedures and preventing similar tragedies from occurring in the future. Barrick resolutely believes that, with the right controls and appropriate training in place, incidents can be prevented, and that one fatality is one too many.

In certain of the countries in which Barrick has operations, it is required to submit, for government approval, a reclamation plan for each of its mining sites that establishes Barrick’s obligation to reclaim property after minerals have been mined from the site. In some jurisdictions, bonds or other forms of financial assurances are required security for these reclamation activities. Barrick may incur significant costs in connection with these reclamation activities, which may materially exceed the provisions Barrick has made for such reclamation. In addition, the unknown nature of possible future additional regulatory requirements and the potential for additional reclamation activities create further uncertainties related to future reclamation costs, which may have a material adverse effect on Barrick’s financial condition, liquidity or results of operations. Barrick is involved in various investigative and remedial actions. There can be no assurance that the costs of such actions would not be material. When a previously unrecognized reclamation liability becomes known or a previously estimated cost is increased, the

 

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amount of that liability or additional cost is expensed, which may materially reduce net income in that period.

In addition, Barrick’s activities and ownership interests could expose the Company to liability in the United States under CERCLA and its state law equivalents. Under CERCLA and its state law equivalents, present or past owners of a property may be held jointly and severally liable for cleanup costs or forced to undertake remedial actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, potential liability to governmental entities for the cost of damages to natural resources, which may be substantial. Barrick’s current or former operations in the United States may be subject to potential liability under CERCLA.

Climate change risks

Barrick recognizes that climate change is a global challenge that will affect its business in a range of possible ways. Barrick’s mining and processing operations are energy intensive, resulting in a carbon footprint either directly or through the purchase of fossil-fuel based electricity. As a result, Barrick is impacted by current and emerging policies and regulations relating to GHG emission levels, energy efficiency and reporting of climate-change related risks. While some of the costs associated with reducing emissions may be offset by increased energy efficiency and technological innovation, the current regulatory trend may result in additional transition costs at some of Barrick’s operations. For example, policy and regulatory risks related to actual and proposed changes in climate and water-related laws, regulations and taxes developed to facilitate and regulate the transition to a low-carbon economy may result in increased costs for the Company’s operations. These may include increased energy, equipment, environmental monitoring and reporting and other costs to comply with such regulations. The timeframe within which these transition risks may materialize for Barrick will vary and is, in part, dependent on how quickly the global transition to a low-carbon economy occurs. In addition, the physical risks of climate change may also have an adverse effect at some of Barrick’s operations. These may include increased incidence of extreme weather events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. Associated with these physical risks is an increasing risk of climate-related litigation (including class actions) and the associated costs. Stakeholders are seeking enhanced disclosure on the material risks, opportunities, financial impacts and governance processes related to climate change. Negative publicity or climate-related litigation could have an adverse effect on Barrick’s reputation or financial condition. In addition, a failure to meet climate strategy commitments, including Barrick’s GHG emissions reduction targets, and/or societal or investor expectations could also result in damage to the Company’s reputation, decreased investor confidence and challenges in maintaining strong community relations, which can pose additional obstacles to Barrick’s ability to conduct its operations and develop its projects, which may result in a material adverse impact on its business, financial position, results of operations and future growth prospects.

Water supply, management and availability challenges could impact operations

The Company acknowledges the right to clean, safe water and recognizes that access to a reliable water supply is critical to the hygiene, livelihood and environmental health of Barrick’s host communities. The Company aims to balance its operational water needs to ensure the effective operation of its mines with those of local communities, environments and ecosystems. Protecting the quality and quantity of water available to host communities and other users in its watersheds is a key component of Barrick’s sustainability strategy, as described under “Sustainability – Water”.

Water is a critical input to Barrick’s mining operations, and the increasing pressure on water resources around the globe requires the Company to consider current and future conditions in its management of water resources. The Company has operations in regions where water scarcity is an inherent risk and in other regions rainfall can vary greatly from year to year. Barrick’s operations in these regions face challenges related to limited supply, increased demand and impacted water in various forms.

 

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Current and long-term risks include those that arise as a result of Barrick’s operations (e.g., the use of cyanide in process solution and risk of Acid Rock Drainage Metal Leaching) and events that are out of the Company’s control, such as extreme weather and other physical risks associated with climate change including changes in rainfall and water availability (see “Risk Factors – Climate change risks”).

The Company’s approach to the management of water-related risks is based on a commitment to responsible water use, including assessing and managing water risks and controls. Operating facilities and procedures have been designed to mitigate environmental impacts, monitor data collection and appropriately manage substances that have the potential to adversely impact local water resources in order to avoid permanent impacts to the availability of water resources and manage the quality and quantity of the water the Company uses and returns to the environment. However, water shortages may also result from environmental and climate events that are out of the Company’s control and ability to manage. For example, inadequate rainfall or the occurrence of drought may stop operations, which could impact production as a result. Conversely, excessive rainfall or flooding may also result in operational difficulties, including geotechnical instability (see “Risk Factors – Geotechnical challenges could impact profitability”), increased dewatering demands, and additional water management requirements.

Although each of its operations currently has sufficient water rights to cover operational demands, the Company cannot predict the potential outcome of pending or future permit applications, legal proceedings or negotiations related to water rights, claims, contracts and uses, which may impact Barrick’s operations. The loss of water rights for any of Barrick’s mines, in whole or in part, including through the non-renewal or non-issuance of water permits, or shortages of water to which Barrick has established rights, could impact existing operations or prevent future exploration (see for example “Legal Matters – Legal Proceedings – Zaldívar Water Claims”). In addition, laws and regulations may be introduced in the jurisdictions in which the Company operates which could limit Barrick’s access to sufficient water resources (see “Risk Factors – Government regulation and changes in legislation”). All of these events could result in increased costs or disruptions that may impact Barrick’s production, which in turn could adversely affect the Company’s results of operations and financial position.

Title to properties

The validity of mining claims, which constitute most of Barrick’s property holdings, can be uncertain, may be contested, and title insurance is not available. Each sovereign state is generally the sole authority able to grant mineral property rights. The ability to ensure that Barrick has obtained secure title to individual mineral properties or mining concessions may be severely constrained. Although Barrick has attempted to acquire satisfactory title to its properties, these properties may be subject to prior unregistered agreements, transfers or claims, including claims made by Indigenous communities, and title may be affected by, among other things, undetected defects (particularly title to undeveloped properties). Any disputes about Barrick’s property holdings or title may have a material adverse impact on Barrick’s cash flows, earnings, results of operations and financial position.

Mining risks and insurance risks

The mining industry is subject to significant risks and hazards, including environmental hazards, industrial accidents, catastrophic equipment failures, unusual or unexpected geological conditions, labor force disruptions, civil strife, unavailability of materials and equipment, weather conditions, pit wall failures, tailings dam failures, rock bursts, cave-ins, flooding, seismic activity and water conditions, most of which are beyond Barrick’s control. Barrick is also exposed to theft or loss of gold bullion, copper cathode or gold/copper concentrate. These risks and hazards could result in: damage to, or destruction of, mineral properties or producing facilities; personal injury or death; environmental damage; delays in mining; and monetary losses and possible legal liability. As a result, production may fall below historic or estimated levels and Barrick may incur significant costs or experience significant delays that could have a material adverse effect on Barrick’s financial performance, liquidity and results of operations.

 

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Barrick maintains insurance to cover some of these risks and hazards. The insurance is maintained in amounts that are believed to be reasonable depending on the circumstances surrounding the identified risk. No assurance can be given that such insurance will continue to be available, or that it will be available at economically feasible premiums, or that Barrick will obtain or maintain such insurance. Barrick’s property, liability and other insurance may not provide sufficient coverage for losses related to these or other risks or hazards. In addition, Barrick does not have coverage for certain environmental losses and other risks, as such coverage may not be available at all or at a commercially reasonable cost. The lack or insufficiency of insurance coverage could adversely affect Barrick’s cash flow and overall profitability.

Security and human rights

Barrick’s operations and development and exploration activities extend to jurisdictions which may be considered to have an increased degree of security risk. During 2020 and 2021, Mali experienced a number of security-related challenges, including attacks by insurgent militants and a military coup in both August 2020 and May 2021, which led to the implementation of a new transitional government in each case. These events have increased the security risk applicable to all mining companies in the country. The DRC has also experienced instability in certain provinces caused by certain militia groups. The impacts of these risks could impede the exploration, development and operation of Barrick’s mines in these countries.

In addition, civil disturbances and criminal activities, such as trespass, illegal mining, sabotage, theft and vandalism, have caused disruptions at certain of Barrick’s operations, including the Porgera joint venture in Papua New Guinea operated by BNL, the Pierina mine (now in closure) in Peru, the Pueblo Viejo mine in the Dominican Republic, the Kibali mine in the DRC, the Tongon mine in Côte d’Ivoire and certain of Barrick’s operations in Tanzania, occasionally resulting in the suspension of operations in some cases. Affected sites have taken certain measures to protect their employees, property and production facilities from these risks. Certain sites have engaged security personnel and installed perimeter fencing, walls and cameras in sensitive areas, such as main entrances and processing plants.

Some sites have entered into arrangements with public security in relation to security in the areas surrounding their minesite. Incidents of criminal activity, trespass, illegal mining, theft and vandalism have occasionally led to conflict with security personnel and/or police, which in some cases resulted in injuries and/or fatalities. The measures that have been implemented by the Company cannot guarantee that such incidents will not continue to occur and such incidents may halt or delay production, increase operating costs, result in harm to employees or trespassers, decrease operational efficiency, increase community tensions, negatively impact Barrick’s reputation or result in criminal and/or civil liability for the Company or its employees and/or financial damages or penalties.

The manner in which the Company’s personnel respond to civil disturbances and criminal activities can give rise to additional risks where those responses are not conducted in a manner that is consistent with international standards relating to the use of force and respect for human rights (see “Narrative Description of the Business – Sustainability – Human Rights”). Barrick has implemented a number of measures and safeguards which are designed to assist its personnel in understanding and upholding these standards. The implementation of these measures will not guarantee that the Company’s personnel will uphold these standards in every instance. The failure to conduct security operations in accordance with these standards can result in harm to employees or community members, increased community tensions, reputational harm to Barrick and its partners or result in litigation, criminal and/or civil liability for the Company or its employees and/or financial damages or penalties.

Illegal mining, which involves trespass into the operating area of the mine, is both a security and safety issue at the Porgera joint venture operated by BNL and at certain of Barrick’s operations in Tanzania. The illegal miners from time to time have clashed with mine security staff and law enforcement personnel who have attempted to move them away from the facilities. The presence of the illegal miners,

 

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given the nature of the mines’ operations, creates a safety issue for the illegal miners as well as Barrick’s employees and can cause disruptions to mine operations.

It is not possible to determine with certainty the future costs that Barrick may incur in dealing with the issues described above at its operations. However, if the number of incidents increases, costs associated with security, in the case of civil disturbances and illegal mining, may also increase, affecting profitability.

Community relations and license to operate

The Company’s relationships with the communities in which it operates are critical to the continued success of its existing operations and the construction and development of its projects. There is an ongoing and potentially increasing public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“NGOs”), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or Barrick’s operations specifically, could have an adverse effect on the Company’s reputation or financial condition and may impact its relationship with the communities in which it operates. While Barrick is committed to operating in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk.

Barrick’s ability to successfully obtain key permits and approvals to explore for, develop and operate mines and to successfully operate in communities around the world will likely depend on Barrick’s ability to develop, operate and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Mining operations should be designed to minimize the negative impact on such communities and the environment, for example, by modifying mining plans and operations or by relocating those affected to an agreed location. The cost of these measures could increase capital and operating costs and therefore could have an adverse impact upon Barrick’s financial condition and operations. Barrick seeks to promote improvements in health and safety, human rights, environmental performance and community relations. However, Barrick’s ability to operate could be adversely impacted by accidents or events detrimental (or perceived to be detrimental) to the health, safety and well-being of Barrick’s employees, human rights, the environment or the communities in which Barrick operates.

Reputational risk

As a result of the increased usage and the speed and global reach of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users, companies today are at much greater risk of losing control over how they are perceived in the marketplace. Damage to Barrick’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity (for example, with respect to Barrick’s handling of environmental matters or the Company’s dealings with community groups), whether true or not. Barrick places a great emphasis on protecting its image and reputation, but the Company does not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations, decreased investor confidence and an impediment to Barrick’s overall ability to advance its projects, thereby having a material adverse impact on financial performance, cash flows and growth prospects.

U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws

The Foreign Corrupt Practices Act (United States) and the Corruption of Foreign Public Officials Act (Canada) and anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. Barrick’s policies mandate compliance with applicable anti-bribery laws, which often carry

 

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substantial penalties. Barrick operates in jurisdictions that have experienced governmental and private sector corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with certain local customs and practices. There can be no assurance that Barrick’s internal control policies and procedures will always protect it from reckless or other inappropriate acts committed by the Company’s affiliates, employees, agents or companies acquired by or merged with Barrick. Violations of these laws, or allegations of such violations, could have a material adverse effect on Barrick’s reputation, as well as business, financial position and results of operations and could cause the market value of Barrick’s common shares to decline. Investigations by governmental authorities could also have a material adverse effect on the business, consolidated results of operations, and consolidated financial condition of Barrick.

Litigation

Barrick is currently subject to litigation and may be involved in disputes with other parties in the future which may result in litigation. The results of litigation cannot be predicted with certainty. The costs of defending or settling such litigation can be significant. If Barrick is unable to resolve these disputes favorably, it may have a material adverse impact on Barrick’s financial performance, cash flow and results of operations. See “Legal Matters – Legal Proceedings”.

Geotechnical challenges could impact profitability

Barrick and the mining industry are facing continued geotechnical challenges associated with the aging of certain mines and the need to mine deeper pits and more complex deposits. This leads to higher pit walls, more complex underground operations and increased exposure to geotechnical instability. As Barrick’s operations mature, the open pit and underground operations at certain sites are getting deeper. Barrick has experienced geotechnical failures at some open pit operations and seismic events at some underground operations. Seismic events may also affect mining operations in other ways. For example, on February 26, 2018, a 7.5 magnitude earthquake struck Papua New Guinea, causing significant damage to the Hides natural gas power plant that supplies electricity to the Porgera mine. No assurances can be given that unanticipated adverse geotechnical conditions, such as pit wall failures, underground cave-ins and other ground-related instability, will not occur in the future or that such events will be detected in advance. Geotechnical instabilities can be difficult to predict and are often affected by risks beyond Barrick’s control, such as severe weather, higher than average rainfall and seismic events. In addition, Barrick has numerous operational and closed tailings storage facilities in a variety of climatic and topographic settings. As of December 31, 2022, Barrick manages 60 tailings storage facilities, of which 18 are operating and 42 are closed. In addition, a riverine tailings disposal system was used at the Porgera Joint Venture in Papua New Guinea prior to entering care and maintenance in April 2020. The failure of tailings dam and storage facilities, and other impoundments at Barrick’s minesites, could cause severe and potentially catastrophic damage to property, the environment, persons and Barrick’s reputation. For example, in early 2019, the extractive industry experienced a large-scale tailings dam failure at an unaffiliated mine, which resulted in numerous fatalities and caused extensive property, environmental and reputational damage. The Company regularly reviews and inspects all Barrick-owned or controlled tailings storage facilities for compliance with applicable legal requirements and global best practices; however, there can be no assurance that these events will not occur in the future. Geotechnical or tailings storage facility failures can result in limited access to minesites, suspension of operations, production delays, government investigations, civil and criminal liability, increased costs, as well as injuries and deaths in the most extreme cases. All of these could adversely impact Barrick’s results of operations and financial position.

Joint ventures

Barrick holds an indirect interest in a number of joint ventures and properties, including Nevada Gold Mines in Nevada (61.5%), the Veladero mine in Argentina (50%), the Zaldívar copper mine in Chile (50%), the Pueblo Viejo mine in the Dominican Republic (60%), the Porgera mine in Papua New Guinea (in

 

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which Barrick’s 47.5% interest is expected to be reduced to a 24.5% interest following the implementation of the Commencement Agreement), the Tanzanian mines (84%), the Jabal Sayid copper mine in Saudi Arabia (50%), the Kibali mine in the DRC (45%), the Loulo-Gounkoto complex in Mali (80%), the Tongon mine in Côte d’Ivoire (89.7%), the Norte Abierto project in Chile (50%) and the Reko Diq project in Pakistan (50%), the remaining interests in which are held by third parties. Barrick’s interests in these properties are subject to the risks customarily associated with the conduct of joint ventures, including: (i) disagreement with joint venture partners on how to develop and operate the mine efficiently or, in the case of exploration projects, on the exploration plan and related expenditures; (ii) inability to exert influence over certain strategic decisions; (iii) inability of joint venture partners to meet their obligations; and (iv) litigation regarding joint venture matters. Each of these risks could have a material adverse impact on Barrick’s profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on Barrick’s future cash flows, earnings, results of operations and financial condition. In addition, Barrick is not always the operator of its joint venture projects. To the extent Barrick is not the operator, the success of any operations will be dependent on third party operators and Barrick may be unable to have any significant influence on the direction or control of the activities of the operators. Barrick will be subject to the decisions made by the operators of the joint venture properties and will rely on the operators for accurate information about the properties.

Availability and increased cost of critical parts, equipment and skilled labor

An increase in worldwide demand for critical resources such as input commodities, drilling equipment, tires and skilled labor may cause unanticipated cost increases and delays in delivery times, thereby impacting the Company’s operating costs, capital expenditures and construction and production schedules.

The Company may be affected by global supply chain disruptions

Prolonged disruptions to the procurement of equipment, or the flow of materials, supplies and services to Barrick could have an adverse impact on its operating costs, capital expenditures and construction and production schedules. These disruptions may be the result of macroeconomic matters outside of the Company’s control or ability to mitigate, such as from natural disasters, transportation disruptions, economic instability, global pandemics and international sanctions, including those imposed in the context of the invasion of Ukraine by Russia, among others. Supply chain impacts may also manifest as rising costs or shortages of certain commodities and labor. See also “Availability and increased cost of critical parts, equipment and skilled labor” and “Diseases and epidemics (such as Covid-19) may adversely impact Barrick’s business “.

Price volatility and availability of other commodities

The profitability of Barrick’s business is affected by the market prices of commodities produced as by-products at Barrick’s mines, such as silver, as well as the cost and availability of commodities and critical parts and equipment which are consumed or otherwise used in connection with Barrick’s operations and projects, including, but not limited to, diesel fuel, natural gas, electricity, acid, steel, concrete and cyanide. Prices of such commodities can be subject to volatility, which can be material and can occur over short periods of time, and are affected by factors that are beyond Barrick’s control. An increase in the cost, or decrease in the availability, of construction materials such as steel and concrete may affect the timing and cost of Barrick’s projects. If Barrick’s proceeds from the sale of by-products were to decrease significantly, or the costs of certain commodities consumed or otherwise used in connection with Barrick’s operations and projects were to increase, or their availability to decrease, significantly, and remain at such levels for a substantial period of time, Barrick may determine that it is not economically feasible to continue commercial production at some or all of Barrick’s operations, or the development of some or all of Barrick’s current projects, which could have an adverse impact on Barrick as described under “Metal price volatility” above.

 

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Artisanal and illegal mining

Artisanal and illegal miners are active on, or adjacent to, many of Barrick’s properties in emerging market jurisdictions, such as at the Company’s African and Asia Pacific minesites, including North Mara and Bulyanhulu, Tongon, Kibali, Loulo-Gounkoto and Porgera. For example, at some of these sites engagement with local and/or national authorities may be required in order to peacefully clear illegal miners. Artisanal and illegal mining may, but not always, involve trespass into the development or operating area of an existing mine. The methods used to extract minerals by artisanal and illegal miners may also be against the social and environmental laws of the relevant jurisdiction.

Artisanal and illegal mining is associated with a number of negative impacts which present risk to humans and property, including environmental degradation, human rights abuse, personal injury or death, security concerns, destruction of property and funding of conflict. The presence of artisanal and illegal miners can also lead to disputes and delays related to project development or operation of commercial gold deposits, and potentially lost gold production as a result of delays or theft. Additionally, effective local government administration is often lacking in the locations where artisanal miners operate where rapid population growth and the lack of functioning structures can create a complex social and unstable environment. The presence of artisanal and illegal miners could cause damage to Barrick’s properties or result in use of force or injury for which Barrick could potentially be held liable.

Barrick does not purchase any gold from artisanal or illegal miners. There is a misconception that artisanally-mined gold is channeled through large-scale mining operators, even though artisanal and illegal miners typically rely on their own supply chains distinct from those utilized by large-scale miners like Barrick. Such misconceptions have a negative impact on the reputation of the mining industry.

Infrastructure and information technology systems

Barrick’s mining, processing, development and exploration activities depend on adequate infrastructure and dependable information technology systems. Reliable power sources, water supply, roads and other infrastructure are important for Barrick’s operations. Water shortages, power outages, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect Barrick’s business, financial condition and results of operations. For example, the Tongon mine in Côte d’Ivoire has historically experienced infrastructure-related operational challenges that have adversely affected its financial performance.

Barrick is also dependent upon information technology systems in the conduct of its operations. The Company could be adversely affected by network disruptions from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. Barrick’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment information technology systems and software, as well as pre-emptive expenses to mitigate the risk of failure. Any of these or other events could result in information system failures, delays and/or increases in capital expenditures. There can be no assurance that Barrick will not incur losses related to cyber-attacks, cybersecurity breaches, or similar network or system disruptions, as well as from corruption and manipulation of data, malware, ransomware or extortion, in the future. As the nature and method of cyber-attacks continue to evolve, and increase in sophistication, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any issues related to cyber-attacks and other technology system vulnerabilities. Such efforts may require continuous monitoring and the reliance on third party service providers (including information technology service providers), and are not guaranteed to be successful in preventing or mitigating the potential impacts of cyber-attacks.Given the unpredictability of the timing, nature and scope of information technology disruptions, Barrick could potentially be subject to production downtimes, operational delays, security breaches, the compromising of confidential or otherwise protected information, reputational impacts, or destruction or corruption of data, any of which could have a material adverse effect on the Company’s cash flows, competitive position, financial condition or results of

 

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operations, as well as on the Company’s ability to continue to operate its health and safety-related systems.

From time to time, Barrick pursues investments and initiatives to improve the productivity and efficiency of existing systems and operations, including through investments in digital technologies. There can be no certainty that some or any of such investments and initiatives will meet the Company’s capital allocation objectives. In addition, certain of such investments and initiatives are still in the early stages of evaluation, and additional engineering and other analysis is required to fully assess their impact. Further, there can be no certainty as to the time required for Barrick to extract value from these investments or initiatives, or that Barrick will achieve any anticipated savings or efficiency improvements.

Global financial conditions

Following the onset of the credit crisis in 2008, global financial conditions were characterized by extreme volatility and several major financial institutions either went into bankruptcy or were rescued by governmental authorities. While global financial conditions subsequently stabilized, there remains considerable risk in the system given the extraordinary measures adopted by government authorities to achieve that stability. Global financial conditions could suddenly and rapidly destabilize in response to future economic shocks, as government authorities may have limited resources to respond to future crises. Future economic shocks may be precipitated by a number of causes, including a rise in the price of oil, geopolitical instability, natural disasters and outbreaks of medical endemic or pandemic issues, such as the coronavirus. Any sudden or rapid destabilization of global economic conditions could impact Barrick’s ability to obtain equity or debt financing in the future on terms favorable to Barrick. Additionally, any such occurrence could cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. Further, in such an event, Barrick’s operations and financial condition could be adversely impacted.

Inflation

In addition to potentially affecting the price of gold, copper and silver, general inflationary pressures may also affect Barrick’s labor, commodity and other input costs, which could have a materially adverse effect on Barrick’s financial condition, results of operations and capital expenditures for the development of its projects. Over the course of 2022, global inflationary pressures increased, driven by supply chain disruptions caused by the ongoing Covid-19 pandemic and related lockdowns. Global energy costs have also increased significantly following the invasion of Ukraine by Russia in February 2022. The Company has been impacted by these inflationary pressures in the form of higher costs for key inputs required for its operations, most notably higher energy costs. The Company has made assumptions around the expected costs of these key inputs, and Barrick’s actual costs in an inflationary environment may differ materially from those assumptions. These inflationary impacts may be felt directly through purchases of diesel and natural gas, as well as through higher transportation costs, and indirectly through higher costs of products which rely on energy as an input cost. In particular, costs incurred at Barrick’s Veladero mine and projects in Argentina are at higher risk for inflationary pressures due to country-specific political and economic factors. See “Metal price volatility”, “Projects”, “Price volatility and availability of other commodities”, “Production and cost estimates” and “Availability and increased cost of critical parts, equipment and skilled labor”.

 

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Liquidity and level of indebtedness

As of December 31, 2022, Barrick had cash and cash equivalents of approximately $4.4 billion and capital leases and total debt of approximately $4.8 billion. Although Barrick has been successful in repaying debt in the past and issuing new debt securities in capital markets transactions, there can be no assurance that it can continue to do so. In addition, Barrick may assume additional debt in future periods or reduce its holdings of cash and cash equivalents in connection with funding future acquisitions, existing operations, capital expenditures, dividends or in pursuing other business opportunities. Barrick’s level of indebtedness could have important consequences for its operations, including:

 

   

Barrick may need to use a large portion of its cash flow to repay principal and pay interest on its debt, which will reduce the amount of funds available to finance its operations and other business activities; and

 

   

Barrick’s debt level may limit its ability to pursue other business opportunities, borrow money for operations or capital expenditures in the future or implement its business strategy.

As of December 31, 2022, Barrick had approximately $nil in debt maturing by the end of 2023. This amount excludes $13 million in capital lease payments expected in 2023. Currently, the Company’s undrawn $3.0 billion revolving credit facility terminates in May 2027.

In addition to future cash flow from operations, potential divestment and the creation of new joint ventures and partnerships, Barrick’s potential other sources of liquidity for the payment of its expenses and principal and interest payable on its debt in 2023 include issuing additional equity or unsecured debt and borrowing under the Company’s $3.0 billion revolving credit facility (subject to compliance with covenants and the making of certain representations and warranties). The key financial covenant in Barrick’s $3.0 billion revolving credit facility, requires Barrick to maintain a net debt to total capitalization ratio that does not exceed 0.60:1 (as of December 31, 2022, this ratio was approximately 0.01:1). Barrick’s ability to reduce its indebtedness and meet its payment obligations will depend on its future financial performance, which will be impacted by financial, business, economic and other factors. Barrick will not be able to control many of these factors, such as economic conditions in the markets in which it operates. Barrick cannot be certain that its existing capital resources and future cash flow from operations will be sufficient to allow it to pay principal and interest on Barrick’s debt and meet its other obligations. If these amounts are insufficient or if there is a contravention of its debt covenants, Barrick may be required to refinance all or part of its existing debt, sell assets, borrow more money or issue additional equity. The ability of Barrick to access the bank, public debt or equity capital markets on an efficient basis may be constrained by a dislocation in the credit markets and/or capital and/or liquidity constraints in the banking, debt and/or equity markets at the time of issuance. See “Global financial conditions”. If Barrick is unable to maintain its indebtedness and financial ratios at levels acceptable to its credit rating agencies, or should Barrick’s business prospects deteriorate, the ratings currently assigned to Barrick by Moody’s Investor Services, Standard & Poor’s Ratings Services or DBRS Morningstar could be downgraded, which could adversely affect the value of Barrick’s outstanding securities and existing debt and its ability to obtain new financing on favorable terms, and increase Barrick’s borrowing costs.

Barrick is also exposed to liquidity and various counterparty risks including, but not limited to: (i) Barrick’s lenders and other banking counterparties; (ii) Barrick’s insurance providers; (iii) financial institutions that hold Barrick’s cash; (iv) companies that have payables to Barrick, including concentrate customers; and (v) companies that have received deposits from Barrick for the future delivery of equipment.

 

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Market price of Barrick’s shares

Securities of mining companies have experienced volatility in the past, at times unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and internationally, currency fluctuations and market perceptions of the attractiveness of particular industries. The price of Barrick’s common shares is also likely to be affected by short-term changes in gold and copper prices. As a result of these changes, the market price of Barrick’s common shares at any given point in time may not accurately reflect Barrick’s long-term value. Securities class action litigation is also becoming more prevalent and is often brought against companies following periods of volatility in the market price of their securities. In addition to current ongoing litigation, such as the proposed securities class actions related to Barrick’s Pascua-Lama project (see “Legal Matters - Legal Proceedings - Proposed Canadian Securities Class Actions (Pascua-Lama)”), Barrick may in the future be the target of similar litigation which could result in substantial defense costs and divert management’s attention and resources.

Exchange and capital controls

Several of the emerging market countries in which the Company operates or has interests have adopted measures to restrict the availability of the local currency, the conversion of local currency into hard currency or the repatriation of capital across borders. These measures are sometimes imposed by governments and/or central banks during times of local economic instability to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. In addition, many emerging markets require supplementary consents or reporting processes before local currency earnings can be converted into U.S. dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction. Furthermore, some jurisdictions regulate the amount or proportion of earnings that can be repatriated or otherwise transferred outside of the operating jurisdiction or that can be maintained by operating entities in off-shore bank accounts and require additional earnings to be held by banks located in the country of operation.

These measures can have a number of negative effects on the Company’s operations. For example, exchange and capital controls reduce the quantum of immediately available capital that the Company could otherwise deploy for investment opportunities or the payment of expenses. As a result, the Company may be required to use other sources of funds for these objectives which may result in increased financing costs. In addition, measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create practical difficulties for the Company. For example, the cash and cash equivalents held at Kibali are subject to various steps before they can be used to repay external debt, including shareholders loans.

Currency fluctuations

Currency fluctuations may affect the costs Barrick incurs at its operations and may also affect the value of Barrick’s assets and liabilities denominated in a foreign currency. As a result, currency fluctuations may affect Barrick’s operating results and cash flows. Gold and copper are each sold throughout the world based principally on the U.S. dollar price, but a portion of Barrick’s operating expenses are incurred in local currencies, such as the Australian dollar, Canadian dollar, Chilean peso, Argentine peso, Dominican peso, Peruvian sol, Pakistani rupee, Papua New Guinea kina, Tanzanian shilling, Zambian kwacha, West African CFA franc and the Congolese franc. Likewise, certain of Barrick’s assets and liabilities are denominated in these same local currencies, such as VAT receivable balances. Appreciation of certain non-U.S. dollar currencies against the U.S. dollar would increase the costs of production at Barrick’s mines, making such mines less profitable. Conversely, depreciation of these local currencies against the U.S. dollar would reduce the value of these local-currency denominated assets and liabilities in U.S. dollar terms. From time to time, Barrick enters into currency hedging contracts to mitigate the impact on operating costs of the appreciation of certain non-U.S. dollar currencies against the U.S. dollar. Barrick may incur an opportunity loss if the U.S. dollar appreciates in value relative to non-U.S.

 

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dollar currencies. As of December 31, 2022, Barrick had no foreign currency derivative contracts beyond spot requirements. There can be no assurance that Barrick will enter into foreign currency hedging activities in the future. See “Use of derivatives”.

Interest rates

A significant, prolonged decrease in interest rates could have a material adverse impact on the interest earned on Barrick’s cash balances ($4.4 billion at December 31, 2022). The Company’s interest rate exposure mainly relates to the mark-to-market value of derivative instruments, the carrying value of certain long lived assets and liabilities and to the interest payments on its variable-rate debt ($0.1 billion at December 31, 2022). There can be no assurance that Barrick will continue the hedging activities that it currently undertakes. See “Use of derivatives”.

Use of derivatives

From time to time, Barrick may use certain derivative products to manage the risks associated with gold, copper and silver price volatility, changes in other commodity input prices, interest rates, foreign currency exchange rates and energy prices. The use of derivative instruments involves certain inherent risks including: (i) credit risk – the risk that the creditworthiness of a counterparty may adversely affect its ability to perform its payment and other obligations under its agreement with Barrick or adversely affect the financial and other terms the counterparty is able to offer Barrick; (ii) market liquidity risk – the risk that Barrick has entered into a derivative position that cannot be closed out quickly, by either liquidating such derivative instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk – the risk that, in respect of certain derivative products, an adverse change in market prices for commodities, currencies or interest rates will result in Barrick incurring an unrealized mark-to-market loss in respect of such derivative products. For a summary of the derivative instruments used in the Company’s currency, interest rate and commodity hedge programs, see Note 25 to the Consolidated Financial Statements. See also “Global financial conditions”.

Barrick’s management team may not be successful in implementing its business strategy

There can be no assurance that Barrick’s management team will be successful in implementing its strategy (including as set out in this Annual Information Form) or that past results will be reproduced going forward. The management team may experience difficulties in effecting key strategic goals such as the growth and investment in tier one assets, tier two assets and strategic assets, the sale of non-core assets or the development of exploration projects. The performance of Barrick’s operations could be adversely affected if Barrick’s management team cannot implement the stated business strategy effectively.

Acquisitions and integration

From time to time, Barrick examines opportunities to acquire additional mining assets and businesses. Any acquisition that Barrick may choose to complete may be of a significant size, may change the scale of Barrick’s business and operations, and may expose Barrick to new or greater geographic, political, operating, financial, legal and geological risks. Barrick’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition and integrate the acquired operations successfully with those of Barrick. Any acquisitions and any potential acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after Barrick has committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below expectations; Barrick may have difficulty integrating and assimilating the operations and personnel of any acquired companies (which may be compounded by geographical separation, unanticipated costs, and the loss of key employees), realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may divert the attention of management

 

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or disrupt Barrick’s ongoing business and its relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant.

In the event that Barrick chooses to raise debt capital to finance any such acquisition, Barrick’s leverage will be increased. If Barrick chooses to use equity as consideration for any such acquisition, existing shareholders may suffer dilution. In addition, many companies in the mining industry have recently seen substantial downward pressure on their equity values after announcing significant acquisitions. There is a risk that if Barrick was to announce a significant acquisition, the value of Barrick’s common shares could decrease over the short-, medium- and/or long-term. Barrick cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favorable terms, or that any acquisitions or business arrangements completed will ultimately benefit Barrick’s business. There can be no assurance that Barrick would be successful in overcoming the risks noted above or any other problems encountered in connection with such acquisitions.

Divestitures

Barrick has recently sold or reduced its interest in certain assets. In connection with these dispositions, Barrick has given representations and warranties and indemnities customary for transactions of this type and may have also, in certain cases, agreed to retain responsibility for certain liabilities related to the period prior to the sale. As a result, Barrick may incur liability in the future associated with assets it no longer owns or in which it has a reduced interest.

Competition

Barrick competes with other mining companies and individuals for mining claims and leases on exploration properties, the acquisition of mining assets and access to water, power and other required infrastructure. This competition may increase Barrick’s cost of acquiring suitable claims, properties and assets, should they become available to Barrick. Barrick also competes with other mining companies to attract and retain key executives and employees. There can be no assurance that Barrick will continue to be able to compete successfully with its competitors in acquiring properties, assets or access to infrastructure or in attracting and retaining skilled and experienced employees.

Barrick depends on its key personnel

Barrick’s success depends significantly on the continued individual and collective contributions of its senior, regional and local management teams. The loss of the services of members of these management teams or the inability to hire and retain experienced replacement management personnel could have a material adverse effect on Barrick’s business, results of operations and financial condition. In addition, to implement and manage Barrick’s business and operating strategies effectively, Barrick must maintain a high level of efficiency and performance, continue to enhance its operational and management systems and continue to successfully attract, train, motivate and manage its employees. If Barrick is not successful in these efforts, this may have a material adverse effect on its business, results of operations and financial condition. Any departures of key personnel could also be viewed in a negative light by investors and research analysts, which could cause the price of Barrick’s shares to decline.

Employee relations

Barrick’s ability to achieve its future goals and objectives is dependent, in part, on maintaining good relations with its employees and minimizing employee turnover. Work stoppages or other industrial relations events at Barrick’s major capital projects could lead to project delays or increased costs. These risks are more acute in jurisdictions in which Barrick’s workforce is highly unionized, including in Africa and Latin America. For example in 2018, prior to the Merger, Randgold’s Tongon mine in Cote d’Ivoire experienced an illegal labor action that lasted 53 days. A prolonged labor disruption at any of Barrick’s material properties could have a material adverse impact on its operations as a whole.

 

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Diseases and epidemics (such as Covid-19) may adversely impact Barrick’s business

In March 2020, a novel strain of coronavirus known as Covid-19 was declared a worldwide pandemic by the World Health Organization. The Covid-19 global health pandemic continues and has significantly impacted the global economy and commodity and financial markets. The full extent and impact of the current Covid-19 pandemic is unknown, but has included extreme volatility in financial markets and commodity prices, a slowdown in economic activity, and has raised the prospect of an extended global recession.

Efforts to slow the spread of Covid-19, and any existing or future variants (or any other disease, epidemic or pandemic), could severely impact the operation and development of Barrick’s mines and projects. In response to the Covid-19 pandemic, a number of governments declared states of emergency and implemented restrictive measures such as travel bans, quarantine and self-isolation. The timing and duration of such government measures when responding to pandemics like Covid-19, is uncertain and may vary across the jurisdictions in which Barrick operates. If the operation or development of one or more Barrick mines is disrupted or suspended in the future as a result of these or other similar measures, it may have a material adverse impact on Barrick’s profitability, results of operations, financial condition and stock price.

In addition, to the extent that the Covid-19 pandemic (or any other disease, epidemic or pandemic) adversely affects Barrick’s business and financial results, it may also have the effect of heightening many of the other risks described in this Annual Information Form. For example, the Chinese market is a significant source of global demand for commodities, including copper. A sustained slowdown in China’s growth or demand, or a significant slowdown in other markets, could have an adverse effect on the price and/or demand for copper produced at Barrick’s mines. Covid-19 and efforts to contain it may have a significant effect on Chinese commodity prices and demand, and potentially broader impacts on the Company’s supply chain or the global economy, which could have a material adverse effect on Barrick’s cash flows, earnings, results of operations and financial position. For example, the plant expansion and mine life extension project at Pueblo Viejo has experienced logistical challenges and related delays primarily due to the impact of Covid-19 on the global supply chain. While governmental agencies and private sector participants have mitigated the adverse effects of Covid-19, and the medical and pharmaceutical community have continued to develop and produce vaccines and other treatment options, the efficacy and timing of such measures as applied to future variants of Covid-19 (or other diseases, epidemics or pandemics) is uncertain. The Company’s operations are not currently being impacted in any significant manner by Covid-19; however, Barrick recognizes that the situation remains dynamic and is continuing to monitor developments. In particular, the Company continues to work closely with its local communities to monitor and manage the impacts of Covid-19 on its people and business.

Finally, the actual and threatened spread of Covid-19 globally, including further business and social disruptions, could adversely affect global economies and financial markets resulting in a prolonged economic downturn and volatility in the value of Barrick’s stock price. The extent to which Covid-19 (or any other disease, epidemic or pandemic) impacts business activity or financial results, and the duration of any such negative impact, will depend on future developments, which are highly uncertain and cannot be predicted by Barrick, including new information which may emerge concerning Covid-19, the possibility of a recurrence or waves of outbreaks, or any existing or future variants of Covid-19 or any other disease, and the actions required to contain or treat its impact, among others.

Internal control environment

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to a company’s management, including its President and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required

 

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disclosure. Barrick has invested resources to document and analyze its system of disclosure controls and its internal control over financial reporting. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. See “Internal Control Over Financial Reporting and Disclosure Controls and Procedures”.

Ability to support the carrying value of goodwill and non-current assets

As of December 31, 2022, the carrying value of Barrick’s goodwill was approximately $3.6 billion or 8% of Barrick’s total assets. Goodwill is allocated to each cash generating unit (“CGU”), where CGUs generally represent individual mineral properties. Goodwill is tested annually for impairment in the fourth quarter. In addition, at each reporting period, Barrick assesses whether there is an indication that goodwill is impaired and, if there is such an indication, Barrick tests for goodwill impairment at that time. The test for goodwill impairment involves a comparison of the recoverable amount of an operating segment to its carrying value. A goodwill impairment charge is recognized for any excess of the carrying amount of the operating segment over its recoverable amount.

Non-current assets are tested for impairment when events or changes in circumstances suggest that the carrying amount of these assets may not be recoverable. The impairment test is carried out using the same approach that is used for goodwill.

For example, for the year ended December 31, 2022, Barrick recognized an impairment reversal at Reko Diq resulting from the successful reconstitution of the project. The assessment for goodwill and non-current asset impairment is subjective and requires management to make estimates and assumptions for a number of factors that market participants would make about the recoverable amount of the CGU, including estimates of production levels, operating costs and capital expenditures and permitting assumptions reflected in Barrick’s life of mine plans, as well as economic factors beyond management’s control, such as gold and copper prices, discount rates and observable net asset value multiples. Should management’s estimate of the future not reflect actual events, further goodwill or non-current asset impairment charges may materialize and the timing and amount of such impairment charges are difficult to predict.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to the Management’s Discussion and Analysis of Financial and Operating Results of the Company (IFRS) for the year ended December 31, 2022, which is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov as an exhibit to Barrick’s Form 40-F.

CONSOLIDATED FINANCIAL STATEMENTS

Reference is made to the Company’s Consolidated Financial Statements as at and for the year ended December 31, 2022 (IFRS), which are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov as an exhibit to Barrick’s Form 40-F.

CAPITAL STRUCTURE

Set forth below is a description of Barrick’s share capital. The following statements are brief summaries of, and are subject to the provisions of, the notice of articles and articles of Barrick and the relevant provisions of the BCBCA.

General

Barrick’s authorized share capital consists of an unlimited number of common shares.

 

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Common Shares

The holders of Barrick common shares are entitled to one vote for each share on all matters submitted to a vote of shareholders and do not have cumulative voting rights. The holders of Barrick common shares are entitled to receive dividends if, as and when declared by the Board of Directors of Barrick in respect of the Barrick common shares. The holders of Barrick common shares are entitled to share rateably in any distribution of the assets of Barrick upon liquidation, dissolution or winding-up, after satisfaction of all debts and other liabilities. As of March 13, 2023, there were 1,755,349,661 Barrick common shares issued and outstanding.

The rights, preferences and privileges of holders of Barrick common shares are subject to the rights of the holders of shares of any class ranking senior to the Barrick common shares that Barrick may issue in the future.

There are no limitations contained in the notice of articles or articles of Barrick or in the BCBCA on the ability of a person who is not a Canadian resident to hold Barrick common shares or exercise the voting rights associated with Barrick common shares. The Barrick common shares are not subject to any exchange, conversion, exercise, redemption, retraction, surrender or similar rights or restrictions.

RATINGS

The following table sets out the ratings of Barrick’s corporate debt by the rating agencies indicated as at the dates set out below:

 

    

Rating Agency

   Moody’s Investors Service    Standard & Poor’s Ratings Services   

DBRS

Morningstar

Senior Unsecured Debt

   A3    BBB+    BBB

The Moody’s credit rating is current to December 14, 2022, the S&P credit rating is current to October 17, 2022 and the DBRS Morningstar credit rating is current to March 3, 2023.

Moody’s Investors Service (“Moody’s”) credit ratings for long-term debt are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. According to Moody’s, a rating of Baa is the fourth highest and a rating of A is the third highest of nine major categories. Moody’s appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aa through Caa in its corporate bond rating system. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. A Moody’s rating outlook is an opinion regarding the likely rating direction over the medium-term. Ratings outlooks fall into four categories: positive, negative, stable, and developing. A stable outlook indicates a low likelihood of a rating change over the medium term. A negative, positive or developing outlook indicates a higher likelihood of a rating change over the medium term. The time between the assignment of a new rating outlook and a subsequent rating action has historically varied widely. On average, the next rating action has followed within about a year. The next rating action subsequent to the assignment of a negative rating outlook has historically been a downgrade or review for possible downgrade. On March 1, 2018, Moody’s upgraded the rating on Barrick’s senior unsecured debt to Baa2 with a stable outlook. On October 29, 2020, Moody’s upgraded the rating on Barrick’s senior unsecured debt to Baa1 with a stable outlook, noting Barrick’s track record of low leverage and strong cash flow generation. On December 14, 2022, Moody’s upgraded the rating on Barrick’s senior unsecured debt to A3 with a stable outlook, noting that the Barrick’s liquidity is excellent, which provides significant flexibility to maneuver through gold price volatility. According to the Moody’s rating system, long-term obligations rated A are considered upper-medium grade and are subject to low credit risk.

 

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Standard & Poor’s Ratings Services (“S&P”) credit ratings for long-term debt are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. The BBB rating is the fourth highest of ten major categories. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. If S&P anticipates that a credit rating may change in the next six to 24 months, it may issue an updated ratings outlook indicating whether the possible change is likely to be “positive”, “negative”, “stable” or “developing”. However, a rating outlook does not mean that a rating change is inevitable. On March 22, 2018, S&P upgraded the rating on Barrick’s senior unsecured debt to BBB with a stable outlook. On June 11, 2020, S&P affirmed the Company’s BBB rating and raised its outlook to positive from stable, noting that Barrick had materially strengthened its balance sheet over the past year and had current and prospective credit ratios that were strong for the rating. On March 29, 2022, S&P upgraded the rating on Barrick’s senior unsecured debt to BBB+ with a stable outlook, noting that the upgrade reflected Barrick’s significant financial flexibility, their favorable view of Barrick’s operating efficiency and breadth, and their expectation that the Company’s credit profile should remain highly resilient in the event of lower gold prices.

DBRS Morningstar uses a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated, and, with the exception of the AAA and D categories, also contains the subcategories “high” and “low”. The absence of either a “high” or “low” designation indicates the rating is in the “middle” of the category. On June 9, 2020, DBRS Morningstar upgraded its rating of Barrick to BBB from BBB (low) and changed the trend to stable from positive, noting that Barrick’s credit metrics were robust for the rating. On June 9, 2022, and again on March 3, 2023, DBRS Morningstar confirmed its rating of Barrick at BBB with a stable trend. According to DBRS Morningstar, a rating of BBB is in the fourth highest of ten major categories and is of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. Entities in this category are considered to be vulnerable to future events, but qualifying negative factors are considered manageable.

Barrick understands that the ratings are based on, among other things, information furnished to the above ratings agencies by Barrick and information obtained by the ratings agencies from publicly available sources. The credit ratings given to Barrick’s debt instruments by the rating agencies are not recommendations to buy, hold or sell such debt instruments since such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. Credit ratings are intended to provide investors with: (i) an independent measure of the credit quality of an issue of securities; (ii) an indication of the likelihood of repayment for an issue of securities; and (iii) an indication of the capacity and willingness of the issuer to meet its financial obligations in accordance with the terms of those securities. Credit ratings accorded to Barrick’s debt instruments may not reflect the potential impact of all risks on the value of such instruments, including risks related to market or other factors discussed in this Annual Information Form (see also “Risk Factors”).

Barrick has paid each of Moody’s and S&P its customary fees in connection with the provision of the above credit ratings. The Company has not made any payments to DBRS Morningstar and no payments have been made to Moody’s and S&P unrelated to the provision of their rating services for the last two years.

MARKET FOR SECURITIES

Barrick’s common shares are listed and posted for trading on the Toronto Stock Exchange under the symbol ABX and the New York Stock Exchange under the symbol GOLD. The following table outlines the closing share price trading range and volume of shares traded by month in 2022, and for the period from January 1, 2023 to March 13, 2023, based on trading information published by each exchange.

 

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       Toronto Stock Exchange   New York Stock Exchange
 
       Share Price Trading
Range
     Share Volume         Share Price Trading
Range
     Share Volume  
        High      Low           High      Low        
                2022      (C$ per share)      (millions)   ($ per share)      (millions)  
 
  January          25.34          22.75          71       20.30          17.93          374
 
  February          30.28          23.88          100       23.59          18.81          474
 
  March          33.50          28.76          130       26.07          22.66          596
 
  April          32.78          28.34          67       25.99          22.08          364
 
  May          29.90          25.42          129       23.42          19.73          405
 
  June          27.01          22.70          119       21.17          17.64          387
 
  July          23.81          19.02          102       18.18          14.80          462
 
  August          21.67          19.38          230       16.88          14.80          505
 
  September          21.71          19.13          210       16.22          13.97          449
 
  October          22.39          19.44          92       16.49          13.99          452
 
  November          22.10          17.88          208       16.58          13.01          483
 
  December          24.06          22.24          186       17.93          16.28          389
                2023                                       
 
  January          26.57          23.85          106       19.83          17.45          374
 
  February          26.79          21.52          122       20.19          15.80          346
 
  March 1 to 13          23.73          21.43          72       17.23          15.48          167

MATERIAL CONTRACTS

Set out below is a description of Barrick’s material contracts as at December 31, 2022.

On March 6, 2003, Placer Dome entered into an Indenture (the “2003 Indenture”) with Deutsche Bank Trust Company Americas in connection with the issuance of senior debt securities.

On March 6, 2003, Placer Dome entered into a First Supplemental Indenture with Deutsche Bank Trust Company Americas in connection with the issuance and sale by Placer Dome of $200 million principal amount of 6.375% debentures on March 6, 2003. This First Supplemental Indenture, together with the original 2003 Indenture, sets out the terms and conditions pertaining to the $200 million principal amount 6.375% debentures.

On October 10, 2003, Placer Dome entered into a Second Supplemental Indenture with Deutsche Bank Trust Company Americas in connection with the issuance and sale by Placer Dome of $300 million principal amount of 6.45% debentures on October 10, 2003. This Second Supplemental Indenture, together with the original 2003 Indenture, sets out the terms and conditions pertaining to the $300 million principal amount 6.45% debentures.

On November 12, 2004, Barrick entered into an Indenture with BGI, Barrick Gold Finance Company and JPMorgan Chase Bank (the “2004 Indenture”). Pursuant to the 2004 Indenture, (a) Barrick issued $200 million principal amount of 5.80% notes due 2034 (the “Barrick 2034 Notes”), (b) Barrick Gold Finance Company issued $200 million principal amount of 5.80% notes due 2034 (the “BGFC 2034 Notes”), and (c) Barrick Gold Finance Company issued $350 million principal amount of 4.875% notes due 2014 (the “BGFC 2014 Notes”), all on November 12, 2004. On December 16, 2013, the entire

 

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balance of the BGFC 2014 Notes was repaid in full. The 2004 Indenture sets out the terms and conditions pertaining to the Barrick 2034 Notes and the BGFC 2034 Notes. The BGFC 2034 Notes are unconditionally guaranteed by Barrick.

On October 12, 2006, Barrick International (Barbados) Corp., formerly Barrick International Bank Corp. (“BIBC”), issued an aggregate of $1 billion of notes (the “BIBC Notes”) comprised of $400 million of 5.75% notes due 2016 and $600 million of 6.35% notes due 2036 pursuant to an Indenture dated as of the same date among BIBC, as issuer, Barrick (HMC) Mining Company (“Barrick (HMC)”), as initial joint obligor, Barrick, as parent guarantor, and The Bank of New York, as trustee (the “2006 Indenture”). The 2006 Indenture sets out the terms and conditions pertaining to the BIBC Notes, which include an unconditional guarantee by Barrick.

On the same date, and as part of the same transaction, ABX Financing Company (“ABXFC”), a company incorporated for the purpose of acquiring the BIBC Notes, issued an aggregate of $1 billion of notes (the “ABXFC Notes”) comprised of $400 million of 5.75% notes due 2016 and $600 million of 6.35% notes due 2036 pursuant to an Indenture dated as of the same date among ABXFC, as issuer, BIBC, Barrick (HMC) and Barrick, as guarantors, and The Bank of New York, as trustee (the “ABXFC Indenture”). On October 15, 2015, the outstanding principal amount of the 5.75% notes due 2016 was repaid in full. The ABXFC Indenture sets out the terms and conditions pertaining to the ABXFC Notes, which include an unconditional guarantee by Barrick, BIBC and Barrick (HMC).

On September 11, 2008, Barrick entered into an Indenture with Barrick Gold Financeco LLC, Barrick North America Finance LLC and The Bank of New York Mellon (“2008 Indenture”). Pursuant to the 2008 Indenture, (i) Barrick Gold Financeco LLC issued $500 million principal amount 6.125% notes due 2013 (the “BGFC 2013 Notes”), and (ii) Barrick North America Finance LLC issued $500 million principal amount 6.80% notes due 2018 (the “BNAF 2018 Notes”) and $250 million principal amount 7.50% notes due 2038 (the “BNAF 2038 Notes”), all on September 11, 2008. On March 19, 2009, Barrick issued an aggregate of $750 million principal amount 6.95% notes due 2019 (the “BGC 2019 Notes”) pursuant to the 2008 Indenture. During 2013, upon maturity, the outstanding principal amount of the BGFC 2013 Notes was repaid in full. On October 28, 2015, pursuant to a cash tender offer, $275 million of the principal amount of the BGC 2019 Notes was repaid. On March 21, 2016, pursuant to a cash tender offer, approximately $227 million of the principal amount of the BNAF 2018 Notes and approximately $196 million of the principal amount of the BGC 2019 Notes was repaid. On September 26, 2016, the outstanding principal amount of the BNAF 2018 Notes was repaid in full. On June 20, 2017, the outstanding principal amount of the BGC 2019 Notes was repaid in full. The 2008 Indenture sets out the terms and conditions pertaining to the BNAF 2038 Notes. The BNAF 2038 Notes are unconditionally guaranteed by Barrick.

On October 16, 2009, Barrick entered into an Indenture with Barrick (PD) Australia Finance Pty Ltd. and the Bank of New York Mellon (the “2009 Indenture”). Pursuant to the 2009 Indenture, Barrick (PD) Australia Finance Pty Ltd. issued $400 million principal amount 4.950% notes due 2020 (the “BPDAF 2020 Notes”) and $850 million principal amount 5.950% notes due 2039 (the “BPDAF 2039 Notes”), all on October 16, 2009. On March 21, 2016, pursuant to a cash tender offer, approximately $152 million of the principal amount of the BPDAF 2020 Notes was repaid. On July 15, 2019, the outstanding principal amount of approximately $248 million of the BPDAF 2020 Notes was repaid in full. The 2009 Indenture sets out the terms and conditions pertaining to the BPDAF 2039 Notes. The BPDAF 2039 Notes are unconditionally guaranteed by Barrick.

On June 1, 2011, Barrick entered into an Indenture with Barrick North America Finance LLC (“BNAF”), Citibank N.A. and Wilmington Trust Company (the “2011 Indenture”). Pursuant to the 2011 Indenture, Barrick and BNAF issued an aggregate of $4.0 billion in debt securities comprised of: $700 million of 1.75% notes due 2014 (the “Barrick 2014 Notes”) and $1.1 billion of 2.90% notes due 2016 (the “Barrick 2016 Notes”), each issued by Barrick, as well as $1.35 billion of 4.40% notes due 2021 (the “BNAF 2021 Notes”) and $850 million of 5.70% notes due 2041 (the “BNAF 2041 Notes”), each issued by BNAF. On

 

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December 16, 2013, the outstanding principal amount of the Barrick 2014 Notes was repaid in full. On September 9, 2015, the outstanding principal amount of the Barrick 2016 Notes was repaid in full. In 2016, approximately $721 million of the principal amount of the BNAF 2021 Notes was repaid pursuant to cash tender offers. On July 17, 2018, the outstanding principal amount of approximately $629 million of BNAF 2021 Notes was repaid in full. The BNAF 2041 Notes are unconditionally guaranteed by Barrick.

On April 3, 2012, Barrick issued an aggregate of $2 billion in debt securities pursuant to the 2011 Indenture, comprised of $1.25 billion of 3.85% notes due 2022 (the “BGC 2022 Notes”) and $750 million of 5.25% notes due 2042. In 2015, approximately $913 million of the principal amount of the 3.85% notes due 2022 was repaid pursuant to cash tender offers. On January 31, 2020, the outstanding principal amount of approximately $337 million of BGC 2022 Notes was repaid in full. In 2023, approximately $375 million of the principal amount of the 5.25% notes due 2042 was repaid pursuant to open market repurchases and cash tender offers.

On May 2, 2013, Barrick and BNAF issued an aggregate of $3 billion in debt securities pursuant to the 2011 Indenture, comprised of $650 million of 2.50% notes due 2018 and $1.5 billion of 4.10% notes due 2023 issued by Barrick as well as $850 million of 5.75% notes due 2043 issued by BNAF (collectively, the “BNAF Notes”). The BNAF Notes are unconditionally guaranteed by Barrick. On December 3, 2013, pursuant to a cash tender offer, approximately $398 million of the principal amount of the 2.50% notes due 2018 was repaid. In 2015, approximately $129 million of the principal amount of the 2.50% notes due 2018 and approximately $769 million of the principal amount of the 4.10% notes due 2023 was repaid pursuant to cash tender offers. On March 21, 2016, pursuant to a cash tender offer, approximately $18 million of the principal amount of the 2.50% notes due 2018 was repaid. On June 24, 2016, the outstanding principal amount of the 2.50% notes due 2018 was repaid in full. On September 21, 2017, the outstanding principal amount of the 4.10% notes due 2023 was repaid in full.

On July 1, 2019, Barrick and Newmont, among others, entered into an amended and restated limited liability company agreement which sets out the rights and obligations between them in respect of Nevada Gold Mines (the “JV Agreement”). Pursuant to the JV Agreement, the management and control of Nevada Gold Mines is vested in its board of managers, which currently consists of five members (and five alternates), three of which were appointed by Barrick and two of which were appointed by Newmont. The JV Agreement also establishes advisory committees, including a technical committee, finance committee and exploration committee, with equal representation from Barrick and Newmont. Pursuant to the JV Agreement, Barrick was appointed as the initial operator with overall management responsibility, subject to the supervision and direction of the Board.

TRANSFER AGENTS AND REGISTRARS

Barrick’s transfer agent and registrar for its common shares is TSX Trust Company in Canada at its principal office in Toronto, Ontario and American Stock Transfer & Trust Company, LLC in the United States at its principal office in Brooklyn, New York.

DIVIDEND POLICY

In 2020, Barrick paid a quarterly dividend of $0.07 per share in respect of the first quarter of 2020 (paid in mid-June), and then increased its quarterly dividend by 14% from $0.07 to $0.08 per share in respect of the second quarter of 2020 (paid in mid-September). This was followed by an additional increase of 12.5% from $0.08 to $0.09 per share in respect of the third quarter of 2020 (paid in mid- December). On February 17, 2021, Barrick announced a quarterly dividend of $0.09 per share in respect of the fourth quarter of 2020, which was paid on March 15, 2021, for a total annualized dividend of $0.33 per share in respect of 2020.

In 2021, Barrick maintained a quarterly dividend of $0.09 per share in respect of the first, second, and third quarters of the year (paid in mid-June, mid-September and mid-December, respectively). On

 

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February 16, 2022, the Board of Directors increased the quarterly dividend by 11% from $0.09 to $0.10 per share in respect of the fourth quarter of 2021, which was paid on March 15, 2022, for a total annualized dividend of $0.37 per share in respect of 2021.

At its February 15, 2022 meeting, the Board of Directors approved a performance dividend policy that enhances the return to shareholders when the Company’s liquidity is strong. In addition to Barrick’s base dividend, the amount of the performance dividend on a quarterly basis is based on the amount of cash, net of debt, on Barrick’s consolidated balance sheet at the end of each quarter in accordance with the table below.

 

Performance

Dividend Level

  Threshold Level  

Quarterly Base

Dividend

 

Quarterly
Performance

Dividend

 

Quarterly Total

Dividend

Level I   Net cash <$0   $0.10 per share   $0.00 per share   $0.10 per share
Level II   Net cash >$0 and <$0.5B   $0.10 per share   $0.05 per share   $0.15 per share
Level III   Net cash >$0.5B and <$1B   $0.10 per share   $0.10 per share   $0.20 per share
Level IV   Net cash >$1B   $0.10 per share   $0.15 per share   $0.25 per share

In 2022, Barrick paid a quarterly dividend of $0.20 per share, including a $0.10 per share performance dividend, in respect of the first and second quarters of 2022 (paid in mid-June and mid- September, respectively), and $0.15 per share, including a $0.05 per share performance dividend, in respect of the third quarter of 2022 (paid in mid-December). On February 15, 2023, Barrick announced a quarterly dividend of $0.10 per share in respect of the fourth quarter of 2022, which was paid on March 15, 2023, for a total annualized dividend of $0.65 per share in respect of 2022.

The declaration and payment of dividends is at the discretion of the Board of Directors, and will depend on the Company’s financial results, cash requirements, future prospects, the number of outstanding common shares and other factors deemed relevant by the Board.

RETURN OF CAPITAL

At the Annual and Special Meeting of shareholders held on May 4, 2021, shareholders approved a $750 million return of capital distribution. This distribution was derived from a portion of the proceeds from the divestiture of Kalgoorlie in November 2019 and from other recent dispositions made by Barrick and its affiliates in line with its strategy of focusing on its core assets. The total return of capital distribution was effected in three equal tranches of $250 million. The first tranche was paid on June 15, 2021, to shareholders of record at the close of business on May 28, 2021. The second tranche was paid on September 15, 2021, to shareholders of record at the close of business on August 31, 2021. The third tranche was paid on December 15, 2021, to shareholders of record at the close of business on November 30, 2021. This return of capital distribution demonstrated Barrick’s commitment to return surplus funds to shareholders as outlined in the strategy stated at the time of the Randgold merger announcement in September 2018.

SHARE BUYBACK PROGRAM

At its February 15, 2022 meeting, the Board of Directors authorized a share buyback program for the repurchase of up to $1.0 billion of the Company’s outstanding common shares over the subsequent 12 months (the “2022 Repurchase Program”). Barrick repurchased $424 million of shares in 2022 under this program. As a result, a total of $1.6 billion of cash was returned to shareholders through dividends and share buybacks during 2022, exceeding the record $1.4 billion of distributions made in 2021.

 

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At the February 14, 2023 meeting, the Board of Directors terminated the 2022 Repurchase Program and authorized a new share buyback program for the purchase of up to $1.0 billion of Barrick’s outstanding common shares over the next 12 months (the “2023 Repurchase Program”).

The actual number of common shares that may be purchased, if any, and the timing of any such purchases, will be determined by Barrick based on a number of factors, including the Company’s financial performance, the availability of cash flows, and the consideration of other uses of cash, including capital investment opportunities, returns to shareholders, and debt reduction. The 2023 Repurchase Program does not obligate the Company to acquire any particular number of common shares, and the 2023 Repurchase Program may be suspended or discontinued at any time at the Company’s discretion.

DIRECTORS AND OFFICERS OF THE COMPANY

As of March 13, 2023, directors and executive officers of Barrick as a group beneficially own, directly or indirectly, or exercise control or direction over 11,451,310 common shares representing approximately 0.67% of the outstanding common shares of Barrick.

Directors of the Company

In November 2022, Isela Costantini was appointed to the Board of Directors. She will stand for election as an independent director of the Company at the Company’s upcoming annual meeting of shareholders to be held on May 2, 2023.

The present term of each director will expire at the next annual meeting of shareholders or upon such director’s successor being elected or appointed. The following twelve individuals are the directors of the Company as at March 13, 2023:

 

Name (age) and municipality of

residence

  Principal occupations during past 5 years

Mark Bristow (64)

Beau Champ,

Mauritius

 

Mr. Bristow was appointed President and Chief Executive Officer of Barrick effective January 1, 2019, following completion of the Merger. Previously, since its incorporation in 1995, Mr. Bristow was the Chief Executive Officer of Randgold following his pioneering exploration work in West Africa. He subsequently led Randgold’s growth through the discovery and development of high quality assets into a major international gold mining business. Mr. Bristow played a pivotal role in promoting the emergence of a sustainable mining industry in Africa, and has a proven track record of delivering significant shareholder value. During his career, Mr. Bristow has held board positions at a number of global gold mining companies. Mr. Bristow holds a Doctorate in Geology from the University of KwaZulu-Natal in South Africa.

 

Barrick Board Details:

•  Director since January 2019

 

 

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Name (age) and municipality of

residence

  Principal occupations during past 5 years

Helen Cai (49)

Hong Kong,

China

 

Ms. Cai is a finance and investment professional with close to two decades of experience in capital markets and all aspects of corporate finance, from strategic planning to M&A transactions. Ms. Cai worked most recently as a managing director with China International Capital Corporation until the spring of 2021. Prior to this, she worked as an analyst with the Goldman Sachs Group covering American mining and technology sectors, and was highly ranked by the StarMine analyst ranking service. As a lead analyst at China International Capital Corporation, Ms. Cai was ranked as Best Analyst by Institutional Investor and Asia Money in their China Research Sector Polls for multiple years when covering Hong Kong and China listed companies. The landmark cross-border financing and M&A transactions she led subsequently as a senior investment banker also won various awards from Asia Money and The Asset. Ms. Cai is a Chartered Financial Analyst and Chartered Alternative Investment Analyst and was educated at Tsinghua University in China and the Massachusetts Institute of Technology in the United States, where she received two master’s degrees and multiple fellowship awards.

 

Barrick Board Details:

•  Director since November 2021

 

Gustavo A. Cisneros (77)

Santo Domingo,

Dominican Republic

 

Mr. Cisneros is the Chairman of Cisneros, a privately-held worldwide media, entertainment, telecommunications and consumer products organization. Additionally, he is the owner of Tropicalia, a large-scale, high-end, environmentally and socially responsible, tourism real estate development in the Dominican Republic. Mr. Cisneros is a member of Barrick’s International Advisory Board. He is also a senior advisor to RRE Ventures LLC, a venture capital firm. During his career, Mr. Cisneros has held board positions and other leadership roles at a number of organizations, including: Univision Communications, Chase Manhattan Bank, All-American Bottling Corporation, Spalding, the Panama Canal Authority, the United Nations Information and Communication Technologies Task Force, the Ibero-American Council for Productivity and Competitiveness, the Council for the Atlantic Institute of Government, The Nature Conservancy, Americas Society, the Council on Foreign Relations, The Museum of Modern Art (MoMA) and Harvard University. Mr. Cisneros holds honorary doctorate degrees from the University of Miami and Babson College and an undergraduate degree from Babson College.

 

Barrick Board Details:

•  Director since September 2003

 

Christopher L. Coleman (54)

London,

United Kingdom

 

Mr. Coleman is the group head of banking at Rothschild & Co. and has more than 25 years’ experience in the financial services sector, including corporate and private client banking and project finance. Since March 2023, Mr. Coleman has served as the Chair of the board of Papa John’s International, Inc., which he joined as an independent director in 2012. From 2008 until the completion of the Merger, he served as a non-executive director of Randgold, including as non-executive Chairman of the board of directors, Chairman of the governance and nominating committee, and member of the remuneration committee. Beyond his service as a director of Randgold, Mr. Coleman has had long-standing involvement in the mining sector in Africa and globally. He is a director of NM Rothschild & Sons, chairman of Rothschild & Co. Bank International in the Channel Islands and serves on a number of other boards and committees of the Rothschild & Co. Group, which he joined in 1989. From 2001 to 2008, Mr. Coleman was a non-executive director of the Merchant Bank of Central Africa. Mr. Coleman holds an undergraduate degree from the London School of Economics and Political Science.

 

Barrick Board Details:

•  Director since January 2019

 

 

 

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Name (age) and municipality of

residence

  Principal occupations during past 5 years

Isela Costantini (51)

Buenos Aires, Argentina

 

Ms. Costantini is the Chief Executive Officer of Grupo Financiero GST, a privately held asset management company. She has over 25 years of experience in international business, including as President and Chief Executive Officer of Argentina’s national airline, Aerolíneas Argentina, and President and general director, Argentina, Paraguay and Uruguay, for General Motors. Ms. Costantini is also a past President of ADEFA, the Automotive Manufacturers’ Association in Argentina. She was included in the list of the 500 most influential leaders in Latin America by Bloomberg Línea and has been named by Fortune magazine as one of the 50 most powerful women in business outside the United States. She recently published Un Lider en Vos, a book about leadership, and sits on the boards of CIPPEC (Centro de Implementación de Políticas Públicas para la Equidad y el Crecimiento), a think tank in Argentina, and Food Bank Argentina. She holds a bachelor’s degree in social communications and advertising from the Pontificia Universidade Católica do Paraná in Brazil and an MBA in marketing and international business from the Quinlan School of Business at Loyola University in Chicago. Ms. Costantini is also a member of Barrick’s International Advisory Board.

 

Barrick Board Details:

•  Director since November 2022

 

J. Michael Evans (65)

New York, New York

USA

 

Mr. Evans is the President of Alibaba Group Holding Ltd. and a director of the company, a position he has held since August 2015. Prior to becoming President, Mr. Evans was an independent director and member of the audit committee of Alibaba Group Holding Ltd. with responsibility, among other things, for the oversight and evaluation of operating and financial risk and internal controls. He served as Vice Chairman of The Goldman Sachs Group, Inc. from February 2008 until his retirement in December 2013. Mr. Evans was Chairman of Goldman Sachs’ Asia operations from 2004 to 2013 and held various leadership positions within the firm’s securities business, including global head of equity capital markets. As the co-head of Goldman Sachs’ securities division for seven years, Mr. Evans was responsible, with the other division co-heads, among other things, for the continuous review of risk including operating and financial risk. He is a board member of City Harvest. He is also a trustee of the Asia Society and a member of the Advisory Council for the Bendheim Center for Finance at Princeton University. He is also a non-executive director of Farfetch Limited. Mr. Evans holds an undergraduate degree from Princeton University. Mr. Evans won a gold medal for Canada at the 1984 summer Olympics in men’s eight rowing.

 

Barrick Board Details:

•  Director since July 2014

 

Brian L. Greenspun (76)

Las Vegas, Nevada

USA

 

Mr. Greenspun is the Publisher and Editor of the Las Vegas Sun. He is also Chairman and Chief Executive Officer of Greenspun Media Group. Mr. Greenspun has been appointed to two U.S. Presidential Commissions. In the early 1990s, he was appointed by President Bill Clinton to the White House Commission on Small Business. In December 2014, he was appointed by President Barack Obama to the Commission for the Preservation of America’s Heritage Abroad. He is a Trustee of The Brookings Institution, the University of Nevada Las Vegas Foundation, and the Simon Wiesenthal Museum of Tolerance. He is active in numerous civic and charitable organizations in the Las Vegas community. Mr. Greenspun holds a law degree and an undergraduate degree from Georgetown University.

 

Barrick Board Details:

•  Director since July 2014

 

 

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Name (age) and municipality of

residence

  Principal occupations during past 5 years

J. Brett Harvey (72)

Mesquite, Nevada

USA

 

Mr. Harvey is Chairman of the board of Warrior Met Coal Inc., a leading producer and exporter of metallurgical coal for the global steel industry, a position he has held since January 1, 2023. Mr. Harvey was Chairman Emeritus of CONSOL Energy Inc., a coal, gas, and energy services company from May 2016 to May 2017. He was CONSOL Energy Inc.’s Chairman from January 2015 to May 2016, Executive Chairman from May 2014 to January 2015, Chairman and Chief Executive Officer from June 2010 to May 2014, and Chief Executive Officer from January 1998 to June 2010. From January 2009 to May 2014, he was also the Chairman and Chief Executive Officer of CNX Gas Corporation, a subsidiary of CONSOL Energy Inc. He began his business career in mining, joining the Kaiser Steel Company in 1979 at the Sunnyside Mine in Utah, and, in 1984, he was appointed as Vice President and General Manager of Kaiser Coal of New Mexico. Mr. Harvey also served as Vice President, Mining for PacifiCorp. In 2016, he received the Charles F. Rand Memorial Gold Medal, awarded by the Society for Mining, Metallurgy and Exploration for distinguished achievement in mining administration. Mr. Harvey is the former chair of the National Mining Association and of the Coal Industry Advisory Board to the International Energy Agency. He is a member of the National Executive Board of the Boy Scouts of America and a past chairman of the Laurel Highlands Council of the Boy Scouts. Mr. Harvey holds an undergraduate degree in mining engineering from the University of Utah.

 

Barrick Board Details:

•  Director since December 2005

 

Anne N. Kabagambe (66)

Washington, DC,

USA

 

Ms. Kabagambe was formerly an Executive Director of the World Bank Group where, between 2016 and 2020, she represented the interests of 22 Sub-Saharan African countries, including Tanzania and Zambia, two jurisdictions where Barrick has operations. While at the World Bank, Ms. Kabagambe co-chaired the World Bank Board’s Gender Working Group and was a strong advocate for the advancement of women and a champion of diversity and inclusion. She has 35 years of experience spanning a diverse range of senior leadership positions in international institutions, including as Chief of Staff for the African Development Bank (AfDB) and has also served on the boards of the Africa American Institute (AAI) and Junior Achievement (JA) Africa. Ms. Kabagambe holds an undergraduate degree from the University of California at San Diego (UCSD), master’s degrees in Public Policy from Columbia University’s School of International and Public Affairs and George Washington University, and has also obtained post-graduate diplomas from Harvard University’s Business School & John F. Kennedy School of Government as well as the Cranfield School of Management.

 

Barrick Board Details:

•  Director since November 2020

 

Andrew J. Quinn (69)

Llanboidy, Carmarthenshire,

United Kingdom

 

Mr. Quinn was head of Mining Investment Banking for Europe and Africa at Canadian Imperial Bank of Commerce for 15 years prior to his retirement in 2011. From 2011 until 2018 he served as a non-executive director of Randgold, including in the roles of Senior Independent Director, Chairman of the remuneration committee, and member of the audit committee. Since 2016, Mr. Quinn has served as a non-executive director of the London Bullion Market Association, the international trade association which oversees the over-the-counter trading market for gold and silver. He has over 40 years of experience in the mining industry, including positions at Anglo American, Greenbushes Tin, and The Mining Journal. Prior to joining Canadian Imperial Bank of Commerce in 1996, he worked for 12 years at James Capel & Co. Limited (later HSBC Investment Banking). Mr. Quinn holds an undergraduate degree in Mineral Exploitation (Mining Engineering) from Cardiff University.

 

Barrick Board Details:

•  Director since January 2019

 

 

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Name (age) and municipality of

residence

  Principal occupations during past 5 years

Loreto Silva (58)

Santiago,

Chile

 

Ms. Silva serves as a partner at the Chilean law firm Bofill Escobar Silva Abogados, where her practice focuses on complex infrastructure development projects, natural resources, and public utilities. In December 2022, Ms. Silva became a director of ICAFAL Ingeniería y Construcción S.A., a privately held infrastructure company in Chile. An accomplished legal professional with over two decades of experience in both the private and public sectors, Ms. Silva started her career as a lawyer for the Chilean Chamber of Construction where she helped develop Chile’s sanitary and public works concession systems. She specialized in public works concession contracts, competition, and water resource management, as well as the development of electric, sanitary and infrastructure projects. In 2010, Ms. Silva was appointed Vice Minister of Public Works. Ms. Silva became Minister of Public Works at the end of 2012, a position she held until March 2014. As Minister, she promoted and led complex infrastructural works such as the bridge over the Chacao Channel and the Américo Vespucio Oriente highway. She also led the development of the National Water Resource Strategy and is currently director of the Arbitration and Mediation Center of the Santiago Chamber of Commerce, director at the Infrastructure Policy Council, and member of Women Corporate Directors. Ms. Silva has been named one of Chile’s 100 leading woman leaders on four occasions. She holds a law degree from the University of Chile.

 

Barrick Board Details:

•  Director since August 2019

 

John L. Thornton (69)

Palm Beach, Florida

USA

 

Mr. Thornton was appointed Executive Chairman of Barrick on April 30, 2014. From June 5, 2012 to April 29, 2014, Mr. Thornton was Co- Chairman of Barrick. He is also Non-Executive Chairman of PineBridge Investments, a global asset manager. He is a Professor at the Tsinghua University School of Economics and Management and serves as the Director of its Global Leadership Program. In addition, he is a member of the Advisory Boards of the Tsinghua Schools of Economics and Management and of Public Policy and Management. He is also Chairman Emeritus of the Brookings Institution in Washington, D.C. He retired in 2003 as President and a member of the board of The Goldman Sachs Group, Inc. Mr. Thornton is Co-Chair of the Asia Society, and is also a trustee, advisory board member or member of the China Investment Corporation (CIC), King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership Academy. He is also Vice Chairman of the Morehouse College Board of Trustees. Mr. Thornton holds an undergraduate degree from Harvard College, a degree in jurisprudence from Oxford University, and a Master’s degree from the Yale School of Management.

 

Barrick Board Details:

•  Executive Chairman since 2014 and Director since February 2012

 

Mr. Bristow was a director and executive officer of Rockwell Diamonds Inc. (“RDI”). As a result of provisional liquidation proceedings of its South African operating subsidiaries, RDI was unable to complete and file its audited financial statements for the year ended February 28, 2018, the corresponding management discussion and analysis and applicable certificates by the prescribed deadline due to funding constraints and uncertainty of the outcome of the provisional liquidation process of its subsidiaries in South Africa. As a result, the Ontario Securities Commission issued a cease trade order in respect of RDI dated July 5, 2018. The cease trade order was revoked by the Ontario Securities Commission effective December 23, 2020, following which the shares of RDI resumed trading on the JSE Limited under the symbol RDI. As a result of the completion of an amalgamation and going-private transaction on April 16, 2021, RDI’s shares were de-listed from the JSE Limited and the Ontario Securities Commission issued an order confirming that RDI had ceased to be a reporting issuer in Canada.

 

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Mr. Bristow was also a director of Midway Resources International (“MRI”) and five of MRI’s wholly-owned subsidiaries, including Zarara Oil & Gas Ltd. (“Zarara”). MRI and its subsidiaries, including Zarara, are private companies. Zarara was placed into administration in November 2020 and MRI was placed into administration in March 2021. Following a restructuring process, the Grand Court of the Cayman Islands issued a final order completing the dissolution of MRI on October 26, 2022. The dissolution proceedings in respect of Zarara remain ongoing and the Supreme Court of Mauritius has issued an order extending the deadline for the completion of such proceedings to January 31, 2024.

Corporate Governance and Committees of the Board

Barrick’s current corporate governance policies and practices are consistent with the requirements of Canadian securities laws. Barrick’s policies and practices also take into account the rules of the Toronto Stock Exchange and the corporate governance standards adopted by the New York Stock Exchange (the “NYSE Standards”), even though the majority of the NYSE Standards do not directly apply to Barrick as a Canadian company. The one significant difference between Barrick’s corporate governance practices and the NYSE Standards which are applicable to U.S. companies is summarized below:

Section 303A.08 of the NYSE Standards requires shareholder approval of all “equity compensation plans” and material revisions. The definition of equity compensation plans under the NYSE Standards covers plans that provide for the delivery of newly issued securities, as well as plans that rely on securities reacquired on the market by the issuing company for the purpose of redistribution to employees and directors. In comparison, the Toronto Stock Exchange rules require shareholder approval of security-based compensation arrangements only in respect of arrangements which involve the delivery of newly issued securities or specified amendments thereto. Therefore, Barrick does not seek shareholder approval for equity compensation plans and amendments unless they involve newly issued securities or constitute specified amendments under the Toronto Stock Exchange rules.

ESG & Nominating Committee

The ESG & Nominating Committee (formerly known as the Corporate Governance & Nominating Committee) is comprised of Gustavo A. Cisneros (Chair), Christopher L. Coleman, Brian L. Greenspun and Loreto Silva. The change to this Committee’s name was approved by the Board of Directors on February 15, 2022, to better reflect the critical role this Committee plays in overseeing Barrick’s sustainability performance.

Audit & Risk Committee

The Audit & Risk Committee is comprised of J. Brett Harvey (Chair), Helen Cai, J. Michael Evans, Anne N. Kabagambe and Andrew J. Quinn.

Compensation Committee

The Compensation Committee is comprised of Christopher L. Coleman (Chair), Helen Cai, Gustavo A. Cisneros, Brian L. Greenspun and J. Brett Harvey.

International Advisory Board

The members of the Board of Directors that also sit on the International Advisory Board are John L. Thornton, Gustavo A. Cisneros, Isela Costantini and Mark Bristow.

Executive Officers of the Company

In addition to John L. Thornton and Mark Bristow, as set out above, the following are the executive officers of the Company as at March 13, 2023.

 

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Name (age) and municipality of
residence

 

   Office     

Principal occupations during past 5
years

 

Poupak Bahamin (52)

Bethesda, Maryland

USA

   General Counsel     

General Counsel; prior to April 2022, Deputy General Counsel; prior to February 2020, partner at Norton Rose Fulbright

Grant Beringer (42)

Johannesburg, Gauteng

South Africa

   Group Sustainability Executive     

Group Sustainability Executive; prior to January 2019, Director of International Operations at Digby Wells Environmental

Sebastiaan Bock (44)

Stellenbosch, Western Cape

South Africa

   Chief Operating Officer, Africa and Middle East     

Chief Operating Officer, Africa and Middle East; prior to July 2022, Senior Vice President, Chief Financial Officer, Africa and Middle East; prior to January 2019, General Manager Finance at Randgold Resources Limited

Simon Bottoms (36)

Southampton

United Kingdom

   Mineral Resource Management and Evaluation Executive     

Mineral Resource Management and Evaluation Executive; prior to October 2022, Mineral Resource Manager, Africa and Middle East; prior to January 2019, Mineral Resource Manager at Randgold Resources Limited

Riaan Grobler (46)

Stellenbosch, Western Cape

South Africa

   Commercial and Supply Chain Executive     

Commercial and Supply Chain Executive; prior to April 2021, Group Commercial and Supply Chain General Manager; prior to January 2019, General Manager Commercial and Supply Chain at Randgold Resources Limited

Glenn Heard (51)

Budapest

Hungary

   Mining Executive     

Mining Executive; prior to April 2021, Senior Vice President, Mining; prior to January 2019, Group General Manager, Mining at Randgold Resources Limited

Mark Hill (58)

Punta Cana, La Altagracia

Dominican Republic

   Chief Operating Officer, Latin America and Asia Pacific     

Chief Operating Officer, Latin America and Asia Pacific; prior to May 2020, Chief Operating Officer, Latin America and Australia; prior to January 2019, Chief Investment Officer

Joel Holliday (49)

Surrey

United Kingdom

   Executive Vice President, Exploration     

Executive Vice President, Exploration; prior to November 2021, Senior Vice President of Global Exploration; prior to January 2019, Group Exploration Manager at Randgold Resources Limited

Christine Keener (47)

Knoxville, Tennessee

USA

   Chief Operating Officer, North America     

Chief Operating Officer, North America; prior to February 2022, Vice President Operations, Europe and North America at Alcoa Corporation; prior to May 2020, Vice President, Operations, Europe and Middle East at Alcoa Corporation; prior to November 2019, Vice President, Commercial and Strategy at Alcoa Corporation; prior to April 2017, Vice President, Operations, Cast Products – The Americas

Darian Rich (62)

Henderson, Nevada

USA

   Human Resources Executive     

Human Resources Executive; prior to January 2019, Executive Vice President, Talent Management

 

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Name (age) and municipality of
residence

 

   Office     

Principal occupations during past 5
years

 

Peter Richardson (52)

Elko, Nevada

USA

   Executive Managing Director, Nevada Gold Mines     

Executive Managing Director, Nevada Gold Mines; prior to November 2022, Executive Managing Director Designate, Nevada Gold Mines; prior to August 2022, Senior Vice President and Chief Operating Officer, Lundin Mining Corp.

Graham Shuttleworth (54)

Grouville, Jersey

Channel Islands

   Senior Executive Vice President, Chief Financial Officer     

Senior Executive Vice President, Chief Financial Officer; prior to January 2019, Chief Financial Officer at Randgold Resources Limited

John Steele (62)

Grouville, Jersey

Channel Islands

   Metallurgy, Engineering and Capital Projects Executive     

Metallurgy, Engineering and Capital Projects Executive; prior to January 2019, Technical and Capital Projects Executive at Randgold Resources Limited

Kevin Thomson (66)

Toronto, Ontario

Canada

   Senior Executive Vice President, Strategic Matters     

Senior Executive Vice President, Strategic Matters

Lois Wark (68)

Sandton, Johannesburg

South Africa

   Group Corporate Communications and Investor Relations Executive     

Group Corporate Communications and Investor Relations Executive; prior to January 2019, Group General Manager Corporate Communications at Randgold Resources Limited

AUDIT & RISK COMMITTEE

Audit & Risk Committee Mandate

A copy of the Audit & Risk Committee’s mandate is attached hereto as Schedule “A”.

Composition of the Audit & Risk Committee

The Audit & Risk Committee is comprised entirely of independent directors (Messrs. Harvey (Chair), Evans and Quinn and Mses. Cai and Kabagambe). There were four meetings of the Audit & Risk Committee in 2022. All of the members of the Committee attended all of the meetings held in 2022, with the exception of Mr. Evans who attended three meetings. Ms. Cai became a member of the Audit & Risk Committee on May 3, 2022, and attended both meetings that were held subsequent to her appointment.

 

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Relevant Education and Experience

All of the members of the Audit & Risk Committee are financially literate and at least one member has accounting or related financial management expertise. Barrick’s Board of Directors has determined that Messrs. Harvey and Evans and Ms. Cai is each an “audit committee financial expert” as defined by SEC rules and is independent, as that term is defined by the New York Stock Exchange’s corporate governance standards applicable to Barrick.

The rules adopted by the SEC indicate that the designation of Messrs. Harvey and Evans and Ms. Cai as audit committee financial experts will not deem any of them to be an “expert” for any purpose or impose any duties, obligations or liability on them that are greater than those imposed on members of the Audit & Risk Committee and Barrick’s Board of Directors who do not carry this designation.

Set out below is a description of the education and experience of each Audit & Risk Committee member that is relevant to the performance of his or her responsibilities in that capacity. For more information about the members of Barrick’s Audit & Risk Committee, see “Directors and Officers of the Company – Directors of the Company”.

 

Helen Cai

  

Ms. Cai is a finance and investment professional with close to two decades of experience in capital markets and all aspects of corporate finance. She worked most recently as a managing director with China International Capital Corporation. Prior to this, she worked as an analyst with the Goldman Sachs Group covering mining and technology sectors. As a lead analyst at China International Capital Corporation, Ms. Cai covered Hong Kong and China listed companies, and subsequently led various private placement, IPO, cross-border financing and M&A transactions as a senior investment banker. Ms. Cai is a Chartered Financial Analyst and Chartered Alternative Investment Analyst and was educated at Tsinghua University and the Massachusetts Institute of Technology, with two master’s degrees.

J. Brett Harvey

  

Mr. Harvey has been a member of the Board of Directors of Barrick since December 2005. Mr. Harvey is a Chairman of the board of Warrior Met Coal Inc., a leading producer and exporter of metallurgical coal for the global steel industry, a position he has held since January 1, 2023. Mr. Harvey was Chairman Emeritus of CONSOL Energy Inc., a coal, gas, and energy services company from May 2016 to May 2017. He was CONSOL Energy Inc.’s Chairman from January 2015 to May 2016, Executive Chairman from May 2014 to January 2015, Chairman and Chief Executive Officer from June 2010 to May 2014, and Chief Executive Officer from January 1998 to June 2010. From January 2009 to May 2014, he was also the Chairman and Chief Executive Officer of CNX Gas Corporation, a subsidiary of CONSOL Energy Inc. Mr. Harvey brings extensive management experience to the Board of Directors as well as experience with internal controls and procedures for financial reporting. Mr. Harvey holds an undergraduate degree in mining engineering from the University of Utah.

J. Michael Evans

  

Mr. Evans has been a member of the Board of Directors of Barrick since July 2014. Mr. Evans is a Director and the President of Alibaba Group Holding Ltd., a position he has held since August 2015. He served as Vice Chairman of The Goldman Sachs Group, Inc. from February 2008 until his retirement in December 2013. Mr. Evans was Chairman of Goldman Sachs’ Asia operations from 2004 to 2013 and held various leadership positions within the firm’s securities business, including global head of equity capital markets. As the co-head of Goldman Sachs’ securities division for seven years, Mr. Evans was responsible, with the other division co-heads, among other things, for the continuous review of risk including operating and financial risk. Prior to becoming President of Alibaba Group Holding Ltd., Mr. Evans was an independent director and member of its audit committee from September 2014 to August 2015, with responsibility, among other things, for the oversight and evaluation of operating and financial risk and internal controls. Mr. Evans holds an undergraduate degree from Princeton University.

 

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Anne N. Kabagambe

  

Ms. Kabagambe has been a member of the Board of Directors of Barrick since November 2020. She was formerly an Executive Director of the World Bank Group where, between 2016 and 2020, she represented the interests of 22 Sub-Saharan African countries, including Tanzania and Zambia, two jurisdictions where Barrick has operations. While at the World Bank, she served as a member of the Budget Committee, the Pension Benefits Administration Committee, and the Development Effectiveness Committee. Ms. Kabagambe has 35 years of experience spanning a diverse range of senior leadership positions in international institutions, including as Chief of Staff at the African Development Bank (AfDB). Ms. Kabagambe holds an undergraduate degree from the University of California at San Diego (UCSD), master’s degrees in Public Policy from Columbia University’s School of International and Public Affairs and George Washington University, and also obtained post-graduate diplomas from Harvard University’s John F. Kennedy School of Government and the Cranfield School of Management.

Andrew J. Quinn

  

Mr. Quinn has been a member of the Board of Directors of Barrick since January 2019. Mr. Quinn was head of Mining Investment Banking for Europe and Africa at Canadian Imperial Bank of Commerce for 15 years prior to his retirement in 2011. From 2011 until 2018 he served as non-executive director of Randgold, including the roles of Senior Independent Director, Chairman of the remuneration committee, and member of the audit committee. Since 2016, Mr. Quinn has served as a non-executive director of the London Bullion Market Association, the international trade association which oversees the over-the-counter trading market for gold and silver. He has over 40 years of experience in the mining industry, including positions at Anglo American, Greenbushes Tin, and The Mining Journal. Prior to joining Canadian Imperial Bank of Commerce in 1996, he worked for 12 years at James Capel & Co. Limited (later HSBC Investment Banking). Mr. Quinn holds an undergraduate degree in Mineral Exploitation (Mining Engineering) from Cardiff University.

 

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Participation on Other Audit Committees

Members of the Audit & Risk Committee may not serve on more than two other public company audit committees without approval of the Board of Directors. No member of the Audit & Risk Committee currently serves on the audit committee of more than three publicly-traded companies, including Barrick.

Audit & Risk Committee Pre-Approval Policies and Procedures

Barrick’s Audit & Risk Committee has adopted a Policy on Pre-Approval of Audit, Audit-Related and Non-Audit Services (the “Pre-Approval Policy”) for the pre-approval of services performed by Barrick’s auditors. The objective of the Pre-Approval Policy is to specify the scope of services permitted to be performed by the Company’s auditor and to ensure that the independence of the Company’s auditor is not compromised through their engagement for other services. All services provided by the Company’s auditor are pre-approved by the Audit & Risk Committee as they arise or through an annual pre-approval of services and related fees for specific services. All services performed by Barrick’s auditor comply with the Pre-Approval Policy, and professional standards and securities regulations governing auditor independence.

External Auditor Service Fees

PricewaterhouseCoopers LLP are the auditors of Barrick’s Consolidated Financial Statements. The following PricewaterhouseCoopers LLP fees were incurred by Barrick in each of the years ended December 31, 2022 and 2021 for professional services rendered to Barrick:

 

Fees1

(amount in millions)

     2022      2021          
Audit Fees2      $9.7      $10.3          
Audit-related Fees3      $0.2      $0.3          
Tax Fees4      $0.6      $0.6          
All Other Fees      $0.0      $0.0          
Total      $10.5      $11.2          

 

1

The classification of fees is based on applicable Canadian securities laws and SEC definitions.

2

Audit fees include fees for services rendered by the external auditor in relation to the audit and review of Barrick’s financial statements (inclusive of disbursements billed in 2022 and 2021, respectively), the financial statements of its subsidiaries, and in connection with the Company’s statutory and regulatory filings.

3

In 2022 and 2021, audit-related fees primarily related to compliance with regulatory filing requirements in local markets and translation services.

4

Tax fees mainly related to tax compliance services and audit support for various jurisdictions.

In keeping with the Company’s commitment to maintain and observe market-leading corporate governance practices, Barrick commenced an external audit tender process in February 2023. The tender process is being conducted in accordance with the procedures and timetable approved by the Audit & Risk Committee, which also approved the criteria used to invite and evaluate audit services firms, including PricewaterhouseCoopers LLP, participating in the tender process. The approved procedures have been designed to facilitate a fair and efficient process and will include, among other things, meetings with the Chair of the Audit & Risk Committee and select members of management, site visits, written proposals, in-person presentations and interviews, and access to a data room containing information relevant to the tender process. The evaluation criteria have been chosen to ensure the selection of an audit services firm that is best suited to Barrick and its business across multiple dimensions, including independence assurance, audit approach, firm reputation and quality control, industry experience and expertise, global network, technological capabilities and information security, pricing and fee structure, and firm diversity. Following a thorough review and evaluation of the audit services firms participating in the tender process against the criteria established by the Audit & Risk Committee, Barrick anticipates

 

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selecting an auditor before the end of 2023 and the selected auditor will be appointed in respect of the year ending December 31, 2025.

INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

Management is responsible for establishing and maintaining internal control over financial reporting and disclosure controls and procedures. Internal control over financial reporting is a framework designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Company’s internal control over financial reporting framework includes those policies and procedures that pertain to the preparation of financial information, including information contained in Barrick’s 2022 Annual Report and this Annual Information Form.

Disclosure controls and procedures form a broader framework designed to provide reasonable assurance that other financial and non-financial information disclosed publicly fairly presents in all material respects the financial condition, results of operations and cash flows of the Company for the periods presented in the MD&A and Barrick’s 2022 Annual Report. Barrick’s disclosure controls and procedures framework includes processes designed to ensure that material information relating to Barrick, and its consolidated subsidiaries, is made known to management, including Barrick’s President and Chief Executive Officer and Chief Financial Officer, by others within those entities to allow timely decisions regarding required disclosure. Disclosure controls and procedures apply to various disclosures, including reports filed with securities regulatory agencies.

Together, the internal control over financial reporting and disclosure controls and procedures frameworks provide internal control over financial reporting and disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial statement preparation and financial reporting. Accordingly, Barrick’s management, including Barrick’s President and Chief Executive Officer and Chief Financial Officer, does not expect that Barrick’s internal control over financial reporting and disclosure will prevent or detect all misstatements or fraud. Further, projections of any evaluation of the effectiveness of internal control to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may change.

The management of Barrick, at the direction of the Company’s President and Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of the Company’s internal control over financial reporting (as defined in rules adopted by the SEC) and disclosure controls and procedures as at December 31, 2022, based on the framework and criteria established in Internal Control – Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s evaluation, Barrick’s President and Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were effective as at December 31, 2022. Barrick will continue to monitor the effectiveness of its internal control over financial reporting and disclosure and may make modifications from time to time as considered necessary or desirable.

Barrick’s annual management report on internal control over financial reporting and the integrated audit report of Barrick’s auditors for the year ended December 31, 2022 are included in Barrick’s 2022 Annual Report and its 2022 Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities.

 

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NON-GAAP FINANCIAL MEASURES

Total cash costs per ounce, All-in sustaining costs per ounce, All-in costs per ounce, C1 cash costs per pound and All-in sustaining costs per pound

Total cash costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce are non-GAAP financial measures which are calculated based on the definition published by the WGC (a market development organization for the gold industry comprised of and funded by gold mining companies from around the world, including Barrick). The WGC is not a regulatory organization. Management uses these measures to monitor the performance of Barrick’s gold mining operations and its ability to generate positive cash flow, both on an individual site basis and an overall company basis.

Total cash costs start with Barrick’s cost of sales related to gold production, and removes depreciation, the non-controlling interest of cost of sales and includes by-product credits. All-in sustaining costs start with total cash costs and includes minesite sustaining capital expenditures, sustaining leases, general and administrative costs, minesite exploration and evaluation costs and reclamation cost accretion and amortization. These additional costs reflect the expenditures made to maintain current production levels.

All-in costs starts with all-in sustaining costs and adds additional costs that reflect the varying costs of producing gold over the life-cycle of a mine, including project capital expenditures (capital spending at new projects and major, discrete projects at existing operations intended to increase net present value through higher production or longer mine life) and other non-sustaining costs (primarily non-sustaining leases, exploration and evaluation costs, community relations costs and general and administrative costs that are not associated with current operations). These definitions recognize that there are different costs associated with the life-cycle of a mine, and that it is therefore appropriate to distinguish between sustaining and non-sustaining costs.

Barrick believes that its use of total cash costs, all-in sustaining costs and all-in costs will assist analysts, investors and other stakeholders of Barrick in understanding the costs associated with producing gold, understanding the economics of gold mining, assessing the Company’s operating performance and also the Company’s ability to generate free cash flow from current operations and to generate free cash flow on an overall company basis. Due to the capital-intensive nature of the industry and the long useful lives over which these items are depreciated, there can be a significant timing difference between net earnings calculated in accordance with IFRS and the amount of free cash flow that is being generated by a mine and therefore the Company believes these measures are useful non-GAAP operating metrics and supplement its IFRS disclosures. These measures are not representative of all of Barrick’s cash expenditures as they do not include income tax payments, interest costs or dividend payments. These measures do not include depreciation or amortization.

Total cash costs per ounce, all-in sustaining costs and all-in costs are intended to provide additional information only and do not have standardized definitions under IFRS, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not equivalent to net income or cash flow from operations as determined under IFRS. Although the WGC has published a standardized definition, other companies may calculate these measures differently.

In addition to presenting these metrics on a by-product basis, Barrick has calculated these metrics on a co-product basis. Barrick’s co-product metrics remove the impact of other metal sales that are produced as a by-product of its gold production from cost per ounce calculations but do not reflect a reduction in costs associated with other metal sales.

C1 cash costs per pound and all-in sustaining costs per pound are non-GAAP financial measures related to Barrick’s copper mine operations. Barrick believes that C1 cash costs per pound enables

 

- 188 -


investors to better understand the performance of its copper operations in comparison to other copper producers who present results on a similar basis. C1 cash costs per pound excludes royalties and production taxes and non-routine charges as they are not direct production costs. All-in sustaining costs per pound is similar to the gold all-in sustaining costs metric and management uses this to better evaluate the costs of copper production. Barrick believes that this measure enables investors to better understand the operating performance of its copper mines as this measure reflects all of the sustaining expenditures incurred in order to produce copper. All-in sustaining costs per pound includes C1 cash costs, sustaining capital expenditures, sustaining leases, general and administrative costs, minesite exploration and evaluation costs, royalties and production taxes, reclamation cost accretion and amortization and write-downs taken on inventory to net realizable value.

 

- 189 -


Reconciliation of Gold Cost of Sales to Total cash costs, All-in sustaining costs and All-in costs, including on a per ounce basis

 

             

For the three months

ended

   For the years ended  
  ($ millions, except per ounce information in dollars)    Footnote      12/31/22      9/30/22       12/31/22      12/31/21      12/31/20  

Cost of sales applicable to gold production

        1,890        1,638        6,813        6,504        6,832  

Depreciation

        (506      (393      (1,756      (1,889      (1,975

Cash cost of sales applicable to equity method investments

        56        61        222        217        222  

By-product credits

        (69      (50      (225      (285      (228

Realized losses on hedge and non-hedge derivatives

               0        0                

Non-recurring items

     a        (23      0        (23             1  

Other

     b        7        (7      (23      (48      (129

Non-controlling interests

     c        (393      (360      (1,442      (1,261      (1,312

Total cash costs

              962        889        3,566        3,238        3,411  

General & administrative costs

        49        26        159        151        185  

Minesite exploration and evaluation costs

     d        23        22        75        64        79  

Minesite sustaining capital expenditures

     e        557        571        2,071        1,673        1,559  

Sustaining leases

        11        12        38        41        31  

Rehabilitation - accretion and amortization (operating sites)

     f        14        12        50        50        46  

Non-controlling interest, copper operations and other

     g        (239      (264      (900      (636      (594

All-in sustaining costs

              1,377        1,268        5,059        4,581        4,717  

Global exploration and evaluation and project expense

     d        83        55        275        223        216  

Community relations costs not related to current operations

        0        0                      1  

Project capital expenditures

     e        324        213        949        747        471  

Non-sustaining leases

               0               0        4  

Rehabilitation - accretion and amortization (non-operating sites)

     f        6        5        19        13        10  

Non-controlling interest and copper operations and other

     g        (130      (71      (327      (240      (157

All-in costs

              1,660        1,470        5,975        5,324        5,262  

Ounces sold - equity basis (000s ounces)

     h        1,111        997        4,141        4,468        4,879  

Cost of sales per ounce

     i,j        1,324        1,226        1,241        1,093        1,056  

Total cash costs per ounce

     j        868        891        862        725        699  

Total cash costs per ounce (on a co-product basis)

     j,k        908        925        897        765        727  

All-in sustaining costs per ounce

     j        1,242        1,269        1,222        1,026        967  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,282        1,303        1,257        1,066        995  

All-in costs per ounce

     j        1,496        1,474        1,443        1,192        1,079  

All-in costs per ounce (on a co-product basis)

     j,k        1,536        1,508        1,478        1,232        1,107  

 

a.

Non-recurring items

These costs are not indicative of Barrick’s cost of production and have been excluded from the calculation of total cash costs. Non-recurring items for the three months ended and year ended December 31, 2022 relate to a net realizable value impairment of leach pad inventory at Veladero.

 

- 190 -


b.

Other

Other adjustments for the three months and year ended December 31, 2022 include the removal of total cash costs and by-product credits associated with assets which are producing incidental ounces, of $7 million and $24 million, respectively (September 30, 2022: $7 million; 2021: $51 million; 2020: $104 million). This includes Pierina, Golden Sunlight, Morila up until its divestiture in November 2020, Lagunas Norte up until its divestiture in June 2021 and Buzwagi starting in the fourth quarter of 2021.

 

c.

Non-controlling interests

Non-controlling interests include non-controlling interests related to gold production of $560 million and $2,032 million, respectively, for the three months and year ended December 31, 2022 (September 30, 2022: $491 million; 2021: $1,923 million; 2020: $1,959 million). Non-controlling interests include Nevada Gold Mines, Pueblo Viejo, Loulo-Gounkoto, Tongon, North Mara, Bulyanhulu and Buzwagi up until the third quarter of 2021. Refer to note 5 to the Consolidated Financial Statements for further information.

 

d.

Exploration and evaluation costs

Exploration, evaluation and project expenses are presented as minesite if they support current mine operations and project if they relate to future projects. Refer to pages 61 to 62 of the MD&A.

 

e.

Capital expenditures

Capital expenditures are related to the Company’s gold sites only and are split between minesite sustaining and project capital expenditures. Project capital expenditures are capital spending at new projects and major, discrete projects at existing operations intended to increase net present value through higher production or longer mine life. Significant projects in the current year are the expansion project at Pueblo Viejo, construction of the Third Shaft at Turquoise Ridge, and the Veladero Phase 7 leach pad expansion. Refer to pages 60 to 61 of the MD&A.

 

f.

Rehabilitation - accretion and amortization

Includes depreciation on the assets related to rehabilitation provisions of Barrick’s gold operations and accretion on the rehabilitation provisions of its gold operations, split between operating and non-operating sites.

 

g.

Non-controlling interest and copper operations

Removes general & administrative costs related to non-controlling interests and copper based on a percentage allocation of revenue. Also removes exploration, evaluation and project expenses, rehabilitation costs and capital expenditures incurred by the Company’s copper sites and the non-controlling interest of Nevada Gold Mines (including South Arturo), Pueblo Viejo, Loulo-Gounkoto, Tongon, North Mara, Bulyanhulu and Buzwagi (up until the third quarter of 2021) operating segments. It also includes capital expenditures applicable to the Company’s equity method investment in Kibali. Figures remove the impact of Pierina, Golden Sunlight, Morila up until its divestiture in June 2021 and Buzwagi starting in the fourth quarter of 2021. The impact is summarized as the following:

 

- 191 -


    ($ millions)    For the three months ended      For the years ended  
    Non-controlling interest, copper operations and other    12/31/22       9/30/22      12/31/22       12/31/21       12/31/20   

General & administrative costs

     (8)            (5)          (31)        (21)        (25)  

Minesite exploration and evaluation costs

     (8)            (9)          (27)        (19)        (25)  

Rehabilitation - accretion and amortization (operating sites)

     (6)            (3)          (16)        (14)        (14)  

Minesite sustaining capital expenditures

     (217)            (247)          (826)        (582)        (530)  

All-in sustaining costs total

     (239)            (264)          (900)        (636)        (594)  

Global exploration and evaluation and project costs

     (8)            (9)          (32)        (19)        (25)  

Project capital expenditures

     (122)            (62)          (295)        (221)        (132)  

All-in costs total

     (130)            (71)          (327)        (240)        (157)  

 

h.

Ounces sold - equity basis

Figures remove the impact of Pierina, Golden Sunlight, Morila up until its divestiture in November 2020, Lagunas Norte up until its divestiture in June 2021 and Buzwagi starting in the fourth quarter of 2021. Some of these assets are producing incidental ounces while in closure or care and maintenance.

 

i.

Cost of sales per ounce

Figures remove the cost of sales impact of Pierina of $7 million and $24 million, respectively, for the three months and year ended December 31, 2022 (September 30, 2022: $6 million; 2021: $20 million; 2020: $18 million); Golden Sunlight of $nil and $nil, respectively, for the three months and year ended December 31, 2022 (September 30, 2022: $nil; 2021: $nil; 2020: $nil); up until its divestiture in November 2020, Morila of $nil and $nil, respectively, for the three months and year ended December 31, 2022 (September 30, 2022: $nil; 2021: $nil; 2020: $22 million); up until its divestiture in June 2021, Lagunas Norte of $nil and $nil, respectively, for the three months and year ended December 31, 2022 (September 30, 2022: $nil; 2021: $37 million; 2020: $92 million), and starting in the fourth quarter of 2021, Buzwagi of $nil and $nil, respectively, for the three months and year ended December 31, 2022 (September 30, 2022: $nil; 2021: $nil; 2020: $nil), which are producing incidental ounces. Gold cost of sales per ounce is calculated as cost of sales across Barrick’s gold operations (excluding sites in closure or care and maintenance) divided by ounces sold (both on an attributable basis using Barrick’s ownership share).

 

j.

Per ounce figures

Cost of sales per ounce, cash costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce may not calculate based on amounts presented in this table due to rounding.

 

k.

Co-product costs per ounce

Cash costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce presented on a co-product basis remove the impact of by-product credits of Barrick’s gold production (net of non-controlling interest) calculated as:

 

    ($ millions)    For the three months ended       For the years ended   
      12/31/22       9/30/22      12/31/22       12/31/21       12/31/20   

By-product credits

     69             50           225         285         228   

Non-controlling interest

     (25)            (16)          (78)        (108)        (92)  

By-product credits (net of non-controlling interest)

     44             34           147         177         136   

 

- 192 -


Reconciliation of Gold Cost of Sales to Total cash costs, All-in sustaining costs and All-in costs, including on a per ounce basis, by operating segment

 

  ($ millions, except per ounce information in dollars)     For the three months ended 12/31/22  
      Footnote      Carlina     Cortezb     Turquoise
Ridge
    Long
Canyon
    Phoenixa     Nevada
Gold Minesc
    Hemlo     North
America
 

Cost of sales applicable to gold production

        473       287       182       9       97       1,054       55       1,109  

Depreciation

        (89     (97     (51     (6     (18     (262     (8     (270

By-product credits

        (1     0       0       0       (44     (45     (1     (46

Non-recurring items

     d        0       0       0       0       0       0       0       0  

Other

     e        (6     0       0       0       14       8       0       8  

Non-controlling interests

              (145     (73     (51     (1     (19     (291     0       (291

Total cash costs

              232       117       80       2       30       464       46       510  

General & administrative costs

        0       0       0       0       0       0       0       0  

Minesite exploration and evaluation costs

     f        6       1       2       1       0       10       1       11  

Minesite sustaining capital expenditures

     g        138       37       24       0       3       208       11       219  

Sustaining capital leases

        0       0       0       0       1       2       0       2  

Rehabilitation - accretion and amortization (operating sites)

     h        2       4       1       0       0       7       1       8  

Non-controlling interests

              (56     (17     (10     (1     (2     (91     0       (91

All-in sustaining costs

              322       142       97       2       32       600       59       659  

Project exploration and evaluation and project costs

     f        0       0       0       0       0       0       0       0  

Project capital expenditures

     g        0       32       15       0       0       68       0       68  

Non-controlling interests

              0       (12     (7     0       0       (27     0       (27

All-in costs

              322       162       105       2       32       641       59       700  

Ounces sold - equity basis (000s ounces)

              266       137       74       3       31       511       38       549  

Cost of sales per ounce

     i,j        1,081       1,284       1,518       1,812       1,901       1,257       1,451       1,271  

Total cash costs per ounce

     j        878       848       1,089       616       946       906       1,227       928  

Total cash costs per ounce (on a co-product basis)

     j,k        879       850       1,092       616       1,533       943       1,233       963  

All-in sustaining costs per ounce

     j        1,217       1,037       1,304       664       1,037       1,179       1,557       1,205  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,218       1,039       1,307       664       1,624       1,216       1,563       1,240  

All-in costs per ounce

     j        1,217       1,175       1,424       664       1,037       1,260       1,558       1,280  

All-in costs per ounce (on a co-product basis)

     j,k        1,218       1,177       1,427       664       1,624       1,297       1,564       1,315  

 

- 193 -


  ($ millions, except per ounce information in dollars)    For the three months ended 12/31/22  
      Footnote      Pueblo Viejo      Veladero    

Latin America &

Asia Pacific

 

Cost of sales applicable to gold production

        193        122       315  

Depreciation

        (60      (47     (107

By-product credits

        (12      (1     (13

Non-recurring items

     d        0        (23     (23

Other

     e        0        0       0  

Non-controlling interests

              (48      0       (48

Total cash costs

              73        51       124  

General & administrative costs

        0        0       0  

Minesite exploration and evaluation costs

     f        1        1       2  

Minesite sustaining capital expenditures

     g        47        29       76  

Sustaining capital leases

        0        0       0  

Rehabilitation - accretion and amortization (operating sites)

     h                      

Non-controlling interests

              (19      0       (19

All-in sustaining costs

              102        81       183  

Project exploration and evaluation and project costs

     f        1        0       1  

Project capital expenditures

     g        110        10       120  

Non-controlling interests

              (45      0       (45

All-in costs

              168        91       259  

Ounces sold - equity basis (000s ounces)

              96        53       149  

Cost of sales per ounce

     i,j        1,215        2,309       1,614  

Total cash costs per ounce

     j        764        954       829  

Total cash costs per ounce (on a co-product basis)

     j,k        835        990       888  

All-in sustaining costs per ounce

     j        1,065        1,526       1,231  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,136        1,562       1,290  

All-in costs per ounce

     j        1,757        1,731       1,821  

All-in costs per ounce (on a co-product basis)

     j,k        1,828        1,767       1,880  

 

- 194 -


  ($ millions, except per ounce information in dollars)     For the three months ended 12/31/22  
      Footnote      Loulo-
Gounkoto
    Kibali    

North

Mara

    Tongon     Bulyanhulu     Africa &
Middle East
 

Cost of sales applicable to gold production

        215       149       86       92       71       613  

Depreciation

        (70     (90     (22     (20     (14     (216

By-product credits

        0       0       (1     (1     (6     (8

Non-recurring items

     d        0       0       0       0       0       0  

Other

     e        0       0       0       0       0       0  

Non-controlling interests

              (29     0       (10     (7     (8     (54

Total cash costs

              116       59       53       64       43       335  

General & administrative costs

        0       0       0       0       0       0  

Minesite exploration and evaluation costs

     f        3       1       1       1       3       9  

Minesite sustaining capital expenditures

     g        45       28       43       20       26       162  

Sustaining capital leases

        1       2       0       0       0       3  

Rehabilitation - accretion and amortization (operating sites)

     h        0       1       2       0       0       3  

Non-controlling interests

              (9     0       (7     (2     (4     (22

All-in sustaining costs

              156       91       92       83       68       490  

Project exploration and evaluation and project costs

     f        0       0       0       0       0       0  

Project capital expenditures

     g        50       7       18       0       8       83  

Non-controlling interests

              (10     0       (3     0       (2     (15

All-in costs

              196       98       107       83       74       558  

Ounces sold - equity basis (000s ounces)

              141       94       70       59       49       413  

Cost of sales per ounce

     i,j        1,216       1,570       1,030       1,381       1,237       1,291  

Total cash costs per ounce

     j        822       617       758       1,070       896       808  

Total cash costs per ounce (on a co-product basis)

     j,k        822       621       764       1,073       993       822  

All-in sustaining costs per ounce

     j        1,102       981       1,301       1,404       1,401       1,186  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,102       985       1,307       1,407       1,498       1,200  

All-in costs per ounce

     j        1,386       1,044       1,519       1,404       1,536       1,351  

All-in costs per ounce (on a co-product basis)

     j,k        1,386       1,048       1,525       1,407       1,633       1,365  

 

- 195 -


  ($ millions, except per ounce information in dollars)     For the three months ended 9/30/22  
      Footnote      Carlina     Cortezb    

Turquoise

Ridge

   

Long

Canyon

    Phoenixa    

Nevada Gold

Minesc

    Hemlo    

North

America

 

Cost of sales applicable to gold production

        425       170       155       19       93       862       46       908  

Depreciation

        (74     (46     (41     (12     (20     (193     (6     (199

By-product credits

        (1     0       (1     0       (31     (33     0       (33

Non-recurring items

     d        0       0       0       0       0       0       0       0  

Other

     e        (4     0       0       0       3       (1     0       (1

Non-controlling interests

              (133     (48     (43     (3     (17     (244     0       (244

Total cash costs

              213       76       70       4       28       391       40       431  

General & administrative costs

        0       0       0       0       0       0       0       0  

Minesite exploration and evaluation costs

     f        7       1       1       0       0       9       1       10  

Minesite sustaining capital expenditures

     g        124       102       30       0       6       266       9       275  

Sustaining capital leases

        0       0       0       0       0       0       1       1  

Rehabilitation - accretion and amortization (operating sites)

     h        3       3       0       0       1       7       0       7  

Non-controlling interests

              (52     (40     (12     0       (3     (108     0       (108

All-in sustaining costs

              295       142       89       4       32       565       51       616  

Project exploration and evaluation and project costs

     f        0       0       0       0       0       0       0       0  

Project capital expenditures

     g        0       28       14       0       0       45       0       45  

Non-controlling interests

              0       (11     (5     0       0       (17     0       (17

All-in costs

              295       159       98       4       32       593       51       644  

Ounces sold - equity basis (000s ounces)

              226       99       64       6       29       424       27       451  

Cost of sales per ounce

     i,j        1,137       1,056       1,509       1,769       1,964       1,242       1,670       1,268  

Total cash costs per ounce

     j        943       770       1,105       662       953       924       1,446       956  

Total cash costs per ounce (on a co-product basis)

     j,k        944       772       1,110       662       1,548       967       1,451       997  

All-in sustaining costs per ounce

     j        1,304       1,426       1,423       684       1,084       1,333       1,865       1,365  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,305       1,428       1,428       684       1,679       1,376       1,870       1,406  

All-in costs per ounce

     j        1,304       1,602       1,559       684       1,084       1,398       1,866       1,427  

All-in costs per ounce (on a co-product basis)

     j,k        1,305       1,604       1,564       684       1,679       1,441       1,871       1,468  

 

- 196 -


  ($ millions, except per ounce information in dollars)    For the three months ended 9/30/22  
      Footnote      Pueblo Viejo            Veladero    

Latin America & Asia

Pacific

 

Cost of sales applicable to gold production

        225        63       288  

Depreciation

        (64      (23     (87

By-product credits

        (10      (1     (11

Non-recurring items

     d        0        0       0  

Other

     e        0        0       0  

Non-controlling interests

              (60      0       (60

Total cash costs

              91        39       130  

General & administrative costs

        0        0       0  

Minesite exploration and evaluation costs

     f        0        0       0  

Minesite sustaining capital expenditures

     g        67        27       94  

Sustaining capital leases

        0        1       1  

Rehabilitation - accretion and amortization (operating sites)

     h        1        1       2  

Non-controlling interests

              (27      0       (27

All-in sustaining costs

              132        68       200  

Project exploration and evaluation and project costs

     f        0        0       0  

Project capital expenditures

     g        101        5       106  

Non-controlling interests

              (40      0       (40

All-in costs

              193        73       266  

Ounces sold - equity basis (000s ounces)

              124        44       168  

Cost of sales per ounce

     i,j        1,097        1,430       1,199  

Total cash costs per ounce

     j        733        893       774  

Total cash costs per ounce (on a co-product basis)

     j,k        784        911       816  

All-in sustaining costs per ounce

     j        1,063        1,570       1,198  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,114        1,588       1,240  

All-in costs per ounce

     j        1,554        1,659       1,625  

All-in costs per ounce (on a co-product basis)

     j,k        1,605        1,677       1,667  

 

- 197 -


  ($ millions, except per ounce information in dollars)     For the three months ended 9/30/22  
      Footnote      Loulo-
Gounkoto
           Kibali     North Mara     Tongon     Bulyanhulu     Africa & Middle
East
 

Cost of sales applicable to gold production

        196        91       80       79       74       520  

Depreciation

        (60      (27     (18     (13     (15     (133

By-product credits

        0        0       0       0       (5     (5

Non-recurring items

     d        0        0       0       0       0       0  

Other

     e        0        0       0       0       0       0  

Non-controlling interests

              (28      0       (10     (7     (9     (54

Total cash costs

              108        64       52       59       45       328  

General & administrative costs

        0        0       0       0       0       0  

Minesite exploration and evaluation costs

     f        3        (4     1       1       0       1  

Minesite sustaining capital expenditures

     g        55        13       16       5       16       105  

Sustaining capital leases

        1        4       0       1       0       6  

Rehabilitation - accretion and amortization (operating sites)

     h        1        0       1       0       0       2  

Non-controlling interests

              (12      0       (3     0       (3     (18

All-in sustaining costs

              156        77       67       66       58       424  

Project exploration and evaluation and project costs

     f        0        0       0       0       0       0  

Project capital expenditures

     g        27        5       16       0       6       54  

Non-controlling interests

              (6      0       (3     0       (1     (10

All-in costs

              177        82       80       66       63       468  

Ounces sold - equity basis (000s ounces)

              129        88       70       41       50       378  

Cost of sales per ounce

     i,j        1,220        1,047       956       1,744       1,229       1,189  

Total cash costs per ounce

     j        845        731       737       1,462       898       872  

Total cash costs per ounce (on a co-product basis)

     j,k        845        734       742       1,465       989       886  

All-in sustaining costs per ounce

     j        1,216        876       951       1,607       1,170       1,124  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,216        879       956       1,610       1,261       1,138  

All-in costs per ounce

     j        1,385        940       1,149       1,607       1,263       1,246  

All-in costs per ounce (on a co-product basis)

     j,k        1,385        943       1,154       1,610       1,354       1,260  

 

- 198 -


  ($ millions, except per ounce information in dollars)     For the year ended 12/31/2022  
      Footnote    Carlina     Cortezb     Turquoise
Ridge
    Long
Canyon
    Phoenixa     Nevada Gold
Minesc
    Hemlo     North
America
 

Cost of sales applicable to gold production

        1,728       850       647       115       353       3,699       215       3,914  

Depreciation

        (312     (253     (178     (76     (75     (895     (28     (923

By-product credits

        (2     (2     (2     0       (139     (145     (1     (146

Non-recurring items

   d      0       0       0       0       0       0       0       0  

Other

   e      (34     0       0       0       20       (14     0       (14

Non-controlling interests

          (531     (229     (180     (15     (61     (1,018     0       (1,018

Total cash costs

          849       366       287       24       98       1,627       186       1,813  

General & administrative costs

        0       0       0       0       0       0       0       0  

Minesite exploration and evaluation costs

   f      20       8       7       1       0       37       4       41  

Minesite sustaining capital expenditures

   g      497       305       109       0       22       949       42       991  

Sustaining capital leases

        1       0       0       0       2       5       2       7  

Rehabilitation - accretion and amortization (operating sites)

   h      10       11       2       1       3       27       2       29  

Non-controlling interests

          (204     (125     (45     (1     (11     (394     0       (394

All-in sustaining costs

          1,173       565       360       25       114       2,251       236       2,487  

Project exploration and evaluation and project costs

   f      0       0       0       0       0       0       0       0  

Project capital expenditures

   g      0       104       50       0       0       201       0       201  

Non-controlling interests

          0       (40     (20     0       0       (78     0       (78

All-in costs

          1,173       629       390       25       114       2,374       236       2,610  

Ounces sold - equity basis (000s ounces)

          968       449       278       55       106       1,856       132       1,988  

Cost of sales per ounce

   i,j      1,069       1,164       1,434       1,282       2,039       1,210       1,628       1,238  

Total cash costs per ounce

   j      877       815       1,035       435       914       876       1,409       912  

Total cash costs per ounce (on a co-product basis)

   j,k      878       818       1,039       436       1,603       917       1,415       951  

All-in sustaining costs per ounce

   j      1,212       1,258       1,296       454       1,074       1,214       1,788       1,252  

All-in sustaining costs per ounce (on a co-product basis)

   j,k      1,213       1,261       1,300       455       1,763       1,255       1,794       1,291  

All-in costs per ounce

   j      1,212       1,400       1,405       454       1,074       1,280       1,789       1,314  

All-in costs per ounce (on a co-product basis)

   j,k      1,213       1,403       1,409       455       1,763       1,321       1,795       1,353  

 

- 199 -


($ millions, except per ounce information in dollars)               For the year ended 12/31/2022  
      Footnote    Pueblo Viejo             Veladero    

Latin America &

Asia Pacific

 

Cost of sales applicable to gold production

        801       325       1,126  

Depreciation

        (242     (120     (362

By-product credits

        (45     (4     (49

Non-recurring items

   d      0       (23     (23

Other

   e      0       0       0  

Non-controlling interests

          (205     0       (205

Total cash costs

          309       178       487  

General & administrative costs

        0       0       0  

Minesite exploration and evaluation costs

   f      1       2       3  

Minesite sustaining capital expenditures

   g      207       120       327  

Sustaining capital leases

        0       3       3  

Rehabilitation - accretion and amortization (operating sites)

   h      5       2       7  

Non-controlling interests

          (85     0       (85

All-in sustaining costs

          437       305       742  

Project exploration and evaluation and project costs

   f      2       0       2  

Project capital expenditures

   g      377       33       410  

Non-controlling interests

          (152     0       (152

All-in costs

          664       338       1,002  

Ounces sold - equity basis (000s ounces)

          426       199       625  

Cost of sales per ounce

   i,j      1,132       1,628       1,306  

Total cash costs per ounce

   j      725       890       777  

Total cash costs per ounce (on a co-product basis)

   j,k      788       913       827  

All-in sustaining costs per ounce

   j      1,026       1,528       1,189  

All-in sustaining costs per ounce (on a co-product basis)

   j,k      1,089       1,551       1,239  

All-in costs per ounce

   j      1,558       1,695       1,636  

All-in costs per ounce (on a co-product basis)

   j,k      1,621       1,718       1,686  

 

- 200 -


  ($ millions, except per ounce information in dollars)      For the year ended 12/31/2022  
      Footnote      Loulo-
    Gounkoto
           Kibali      North
      Mara
           Tongon         Bulyanhulu     Africa &
    Middle East
 

Cost of sales applicable to gold production

        790        413        309        347       295       2,154  

Depreciation

        (257      (178      (73      (69     (60     (637

By-product credits

        0        (1      (2      (1     (24     (28

Non-recurring items

     d        0        0        0        0       0       0  

Other

     e        0        0        0        0       0       0  

Non-controlling interests

              (107      0        (38      (28     (34     (207

Total cash costs

              426        234        196        249       177       1,282  

General & administrative costs

        0        0        0        0       0       0  

Minesite exploration and evaluation costs

     f        9        3        4        4       3       23  

Minesite sustaining capital expenditures

     g        190        70        81        31       66       438  

Sustaining capital leases

        2        6        0        2       0       10  

Rehabilitation - accretion and amortization (operating sites)

     h        3        1        6        1       1       12  

Non-controlling interests

              (40      0        (14      (4     (11     (69

All-in sustaining costs

              590        314        273        283       236       1,696  

Project exploration and evaluation and project costs

     f        0        0        0        0       0       0  

Project capital expenditures

     g        133        22        74        1       30       260  

Non-controlling interests

              (27      0        (12      0       (5     (44

All-in costs

              696        336        335        284       261       1,912  

Ounces sold - equity basis (000s ounces)

              548        332        265        178       205       1,528  

Cost of sales per ounce

     i,j        1,153        1,243        979        1,748       1,211       1,219  

Total cash costs per ounce

     j        778        703        741        1,396       868       839  

Total cash costs per ounce (on a co-product basis)

     j,k        778        707        747        1,399       966       854  

All-in sustaining costs per ounce

     j        1,076        948        1,028        1,592       1,156       1,111  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,076        952        1,034        1,595       1,254       1,126  

All-in costs per ounce

     j        1,270        1,013        1,265        1,595       1,278       1,252  

All-in costs per ounce (on a co-product basis)

     j,k        1,270        1,017        1,271        1,598       1,376       1,267  

 

- 201 -


  ($ millions, except per ounce information in dollars)     For the year ended 12/31/2021  
      Footnote      Carlina     Cortezb     Turquoise
Ridge
    Long
Canyond
    Phoenixa     Nevada Gold
Minesc
    Hemlo     North
America
 

Cost of sales applicable to gold production

        1,451       927       615       193       346       3,532       257       3,789  

Depreciation

        (276     (294     (200     (144     (89     (1,003     (45     (1,048

By-product credits

        (2     (3     (5     0       (194     (204     (1     (205

Non-recurring items

     d        0       0       0       0       0       0       0       0  

Other

     e        0       0       0       0       9       9       0       9  

Non-controlling interests

              (451     (243     (158     (19     (28     (899     0       (899

Total cash costs

              722       387       252       30       44       1,435       211       1,646  

General & administrative costs

        0       0       0       0       0       0       0       0  

Minesite exploration and evaluation costs

     f        22       10       1       4       1       41       2       43  

Minesite sustaining capital expenditures

     g        424       192       77       8       20       746       82       828  

Sustaining capital leases

        2       0       0       0       1       5       2       7  

Rehabilitation - accretion and amortization (operating sites)

     h        10       11       1       1       2       25       2       27  

Non-controlling interests

              (177     (86     (30     (5     (9     (318     0       (318

All-in sustaining costs

              1,003       514       301       38       59       1,934       299       2,233  

Project exploration and evaluation and project costs

     f        0       0       0       0       0       0       0       0  

Project capital expenditures

     g        0       96       56       0       0       158       0       158  

Non-controlling interests

              0       (37     (22     0       0       (61     0       (61

All-in costs

              1,003       573       335       38       59       2,031       299       2,330  

Ounces sold - equity basis (000s ounces)

              922       508       337       161       111       2,039       152       2,191  

Cost of sales per ounce

     i,j        968       1,122       1,122       739       1,922       1,072       1,693       1,115  

Total cash costs per ounce

     j        782       763       749       188       398       705       1,388       752  

Total cash costs per ounce (on a co-product basis)

     j,k        784       767       757       188       1,428       764       1,394       807  

All-in sustaining costs per ounce

     j        1,087       1,013       892       238       533       949       1,970       1,020  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,089       1,017       900       238       1,563       1,008       1,976       1,075  

All-in costs per ounce

     j        1,087       1,129       993       238       533       997       1,970       1,064  

All-in costs per ounce (on a co-product basis)

     j,k        1,089       1,133       1,001       238       1,563       1,056       1,976       1,119  

 

- 202 -


  ($ millions, except per ounce information in dollars)                    For the year ended 12/31/2021  
      Footnote      Pueblo Viejo      Veladero    

Latin America &

Asia Pacific

 

Cost of sales applicable to gold production

        739        262       1,001  

Depreciation

        (234      (85     (319

By-product credits

        (58      (7     (65

Non-recurring items

     d        0        0       0  

Other

     e        0        0       0  

Non-controlling interests

              (178      0       (178

Total cash costs

              269        170       439  

General & administrative costs

        0        0       0  

Minesite exploration and evaluation costs

     f        4        1       5  

Minesite sustaining capital expenditures

     g        160        136       296  

Sustaining capital leases

        0        1       1  

Rehabilitation - accretion and amortization (operating sites)

     h        8        2       10  

Non-controlling interests

              (71      0       (71

All-in sustaining costs

              370        310       680  

Project exploration and evaluation and project costs

     f        1        0       1  

Project capital expenditures

     g        358        6       364  

Non-controlling interests

              (144      0       (144

All-in costs

              585        316       901  

Ounces sold - equity basis (000s ounces)

              497        206       703  

Cost of sales per ounce

     i,j        896        1,256       1,028  

Total cash costs per ounce

     j        541        816       622  

Total cash costs per ounce (on a co-product basis)

     j,k        610        850       680  

All-in sustaining costs per ounce

     j        745        1,493       969  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        814        1,527       1,027  

All-in costs per ounce

     j        1,178        1,520       1,282  

All-in costs per ounce (on a co-product basis)

     j,k        1,247        1,554       1,340  

 

- 203 -


  ($ millions, except per ounce information in dollars)     For the year ended 12/31/2021  
      Footnote      Loulo-
Gounkoto
    Kibali     North Mara     Tongon     Bulyanhulu     Buzwagil    

Africa & Middle

East

 

Cost of sales applicable to gold production

        732       373       296       310       212       65       1,988  

Depreciation

        (278     (141     (56     (84     (57     (2     (618

By-product credits

        0       (2     (2     (1     (15     0       (20

Non-recurring items

     d        0       0       0       0       0       0       0  

Other

     e        0       0       0       0       0       0       0  

Non-controlling interests

              (91     0       (38     (23     (22     (10     (184

Total cash costs

              363       230       200       202       118       53       1,166  

General & administrative costs

        0       0       0       0       0       0       0  

Minesite exploration and evaluation costs

     f        18       5       0       3       0       0       26  

Minesite sustaining capital expenditures

     g        199       54       62       18       34       0       367  

Sustaining capital leases

        2       10       0       2       0       0       14  

Rehabilitation - accretion and amortization (operating sites)

     h        4       1       6       1       1       0       13  

Non-controlling interests

              (44     0       (11     (3     (5     0       (63

All-in sustaining costs

              542       300       257       223       148       53       1,523  

Project exploration and evaluation and project costs

     f        0       0       0       0       0       0       0  

Project capital expenditures

     g        98       16       32       0       49       0       195  

Non-controlling interests

              (19     0       (5     0       (8     0       (32

All-in costs

              621       316       284       223       189       53       1,686  

Ounces sold - equity basis (000s ounces)

              558       367       257       185       166       41       1,574  

Cost of sales per ounce

     i,j        1,049       1,016       966       1,504       1,079       1,334       1,092  

Total cash costs per ounce

     j        650       627       777       1,093       709       1,284       740  

Total cash costs per ounce (on a co-product basis)

     j,k        650       631       784       1,096       787       1,277       751  

All-in sustaining costs per ounce

     j        970       818       1,001       1,208       891       1,291       968  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        970       822       1,008       1,211       969       1,284       979  

All-in costs per ounce

     j        1,111       861       1,105       1,206       1,138       1,291       1,070  

All-in costs per ounce (on a co-product basis)

     j,k        1,111       865       1,112       1,209       1,216       1,284       1,081  

 

- 204 -


  ($ millions, except per ounce information in dollars)     For the year ended 12/31/2020  
      Footnote      Carlina     Cortezb     Turquoise
Ridge
    Long
Canyon
    Phoenixa     Nevada Gold
Minesc
    Hemlo     North
America
 

Cost of sales applicable to gold production

        1,624       764       575       227       365       3,555       281       3,836  

Depreciation

        (306     (221     (184     (165     (94     (970     (44     (1,014

By-product credits

        (2     (2     (7     0       (137     (148     (1     (149

Non-recurring items

     d        0       0       0       0       0       0       0       0  

Other

     e        0       0       0       0       0       0       0       0  

Non-controlling interests

              (507     (208     (148     (24     (51     (938     0       (938

Total cash costs

              809       333       236       38       83       1,499       236       1,735  

General & administrative costs

        0       0       0       0       0       0       0       0  

Minesite exploration and evaluation costs

     f        30       7       7       8       0       52       1       53  

Minesite sustaining capital expenditures

     g        381       235       39       35       29       748       79       827  

Sustaining capital leases

        1       0       0       0       1       4       0       4  

Rehabilitation - accretion and amortization (operating sites)

     h        8       13       0       2       3       26       1       27  

Non-controlling interests

              (163     (98     (18     (17     (13     (321     0       (321

All-in sustaining costs

              1,066       490       264       66       103       2,008       317       2,325  

Project exploration and evaluation and project costs

     f        0       0       0       0       0       0       0       0  

Project capital expenditures

     g        0       146       44       0       0       200       0       200  

Non-controlling interests

              0       (56     (17     0       0       (76     0       (76

All-in costs

              1,066       580       291       66       103       2,132       317       2,449  

Ounces sold - equity basis (000s ounces)

              1,024       491       332       161       126       2,134       224       2,358  

Cost of sales per ounce

     i,j        976       958       1,064       869       1,772       1,029       1,256       1,050  

Total cash costs per ounce

     j        790       678       711       236       649       702       1,056       735  

Total cash costs per ounce (on a co-product basis)

     j,k        791       680       723       238       1,315       745       1,060       774  

All-in sustaining costs per ounce

     j        1,041       998       798       405       814       941       1,423       987  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,042       1,000       810       407       1,480       984       1,427       1,026  

All-in costs per ounce

     j        1,041       1,179       879       405       814       998       1,424       1,039  

All-in costs per ounce (on a co-product basis)

     j,k        1,042       1,181       891       407       1,480       1,041       1,428       1,078  

 

- 205 -


  ($ millions, except per ounce information in dollars)      For the year ended 12/31/2020  
      Footnote      Pueblo Viejo      Veladero     Porgeram    

Latin America

& Asia Pacific

 

Cost of sales applicable to gold production

        735        213       106       1,054  

Depreciation

        (224      (69     (25     (318

By-product credits

        (57      (5     (1     (63

Non-recurring items

     d        0        0       0       0  

Other

     e        0        0       0       0  

Non-controlling interests

              (182      0       0       (182

Total cash costs

              272        139       80       491  

General & administrative costs

        0        0       0       0  

Minesite exploration and evaluation costs

     f        3        0       2       5  

Minesite sustaining capital expenditures

     g        132        98       11       241  

Sustaining capital leases

        0        2       3       5  

Rehabilitation - accretion and amortization (operating sites)

     h        6        4       0       10  

Non-controlling interests

              (56      0       0       (56

All-in sustaining costs

              357        243       96       696  

Project exploration and evaluation and project costs

     f        1        0       0       1  

Project capital expenditures

     g        91        15       0       106  

Non-controlling interests

              (37      0       0       (37

All-in costs

              412        258       96       766  

Ounces sold - equity basis (000s ounces)

              541        186       87       814  

Cost of sales per ounce

     i,j        819        1,151       1,225       938  

Total cash costs per ounce

     j        504        748       928       604  

Total cash costs per ounce (on a co-product basis)

     j,k        568        777       934       654  

All-in sustaining costs per ounce

     j        660        1,308       1,115       856  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        724        1,337       1,121       906  

All-in costs per ounce

     j        761        1,390       1,116       942  

All-in costs per ounce (on a co-product basis)

     j,k        825        1,419       1,122       992  

 

- 206 -


  ($ millions, except per ounce information in dollars)     For the year ended 12/31/2020  
      Footnote      Loulo-
Gounkoto
    Kibali     North Mara     Tongon     Bulyanhulu     Buzwagil    

Africa & Middle

East

 

Cost of sales applicable to gold production

        719       397       318       380       184       211       2,209  

Depreciation

        (267     (174     (91     (167     (72     (11     (782

By-product credits

        0       (1     (2     0       (10     (22     (35

Non-recurring items

     d        0       0       0       0       0       0       0  

Other

     e        0       0       0       0       0       0       0  

Non-controlling interests

              (90     0       (36     (22     (16     (28     (192

Total cash costs

              362       222       189       191       86       150       1,200  

General & administrative costs

        0       0       0       0       0       0       0  

Minesite exploration and evaluation costs

     f        11       2       0       3       0       0       16  

Minesite sustaining capital expenditures

     g        213       49       68       8       7       1       346  

Sustaining capital leases

        3       9       0       2       0       1       15  

Rehabilitation - accretion and amortization (operating sites)

     h        3       1       4       0       1       0       9  

Non-controlling interests

              (46     0       (12     (1     (1     0       (60

All-in sustaining costs

              546       283       249       203       93       152       1,526  

Project exploration and evaluation and project costs

     f        0       0       0       0       0       0       0  

Project capital expenditures

     g        19       2       35       0       69       0       125  

Non-controlling interests

              (4     0       (5     0       (11     0       (20

All-in costs

              561       285       279       203       151       152       1,631  

Ounces sold - equity basis (000s ounces)

              542       364       269       255       103       174       1,707  

Cost of sales per ounce

     i,j        1,060       1,091       992       1,334       1,499       1,021       1,119  

Total cash costs per ounce

     j        666       608       702       747       832       859       701  

Total cash costs per ounce (on a co-product basis)

     j,k        666       612       709       748       913       968       719  

All-in sustaining costs per ounce

     j        1,006       778       929       791       895       871       893  

All-in sustaining costs per ounce (on a co-product basis)

     j,k        1,006       782       936       792       976       980       911  

All-in costs per ounce

     j        1,034       782       1,039       791       1,459       871       954  

All-in costs per ounce (on a co-product basis)

     j,k        1,034       786       1,046       792       1,540       980       972  

a.   On September 7, 2021, Nevada Gold Mines announced it had entered into an Exchange Agreement with i-80 Gold to acquire the 40% interest in South Arturo that Nevada Gold Mines did not already own in exchange for the Lone Tree and Buffalo Mountain properties and infrastructure. Operating results within Barrick’s 61.5% interest in Carlin includes Nevada Gold Mines’ 60% interest in South Arturo up until May 30, 2021, and 100% interest thereafter, and operating results within Barrick’s 61.5% interest in Phoenix includes Lone Tree up until May 30, 2021, reflecting the terms of the Exchange Agreement which closed on October 14, 2021.

b.   Starting in the first quarter of 2021, Goldrush is reported as part of Cortez as it is operated by Cortez management. Comparative periods have been restated to include Goldrush.

c.   These results represent Barrick’s 61.5% interest in Carlin (including Nevada Gold Mines’ 60% interest in South Arturo up until May 30, 2021 and 100% interest thereafter, reflecting the terms of the Exchange Agreement with i-80 Gold to acquire the 40% interest in South Arturo that Nevada Gold Mines did not already own in exchange for the Lone Tree and Buffalo Mountain properties and infrastructure, which closed on October 14, 2021), Cortez, Turquoise Ridge, Phoenix and Long Canyon.

 

- 207 -


  d.

Non-recurring items

These costs are not indicative of Barrick’s cost of production and have been excluded from the calculation of total cash costs. Non-recurring items at Veladero for the three months ended and year ended December 31, 2022 relate to a net realizable value impairment of leach pad inventory.

 

  e.

Other

Other adjustments for the three month period ended September 30, 2022 and the year ended December 31, 2022 at Carlin include the removal of total cash costs and by-product credits associated with Emigrant starting the second quarter of 2022, which is producing incidental ounces.

 

  f.

Exploration and evaluation costs

Exploration, evaluation and project expenses are presented as minesite sustaining if they support current mine operations and project if they relate to future projects. Refer to pages 61 to 62 of the MD&A.

 

  g.

Capital expenditures

Capital expenditures are related to Barrick’s gold sites only and are split between minesite sustaining and project capital expenditures. Project capital expenditures are capital spending at new projects and major, discrete projects at existing operations intended to increase net present value through higher production or longer mine life. Significant projects in the current year are the expansion project at Pueblo Viejo, construction of the Third Shaft at Turquoise Ridge, and the Veladero Phase 7 leach pad expansion. Refer to pages 60 to 61 of the MD&A.

 

  h.

Rehabilitation - accretion and amortization

Includes depreciation on the assets related to rehabilitation provisions of Barrick’s gold operations and accretion on the rehabilitation provision of its gold operations, split between operating and non-operating sites.

 

  i.

Cost of sales per ounce

Gold cost of sales per ounce is calculated as cost of sales across Barrick’s gold operations (excluding sites in closure or care and maintenance) divided by ounces sold (both on an attributable basis using Barrick’s ownership share).

 

  j.

Per ounce figures

Cost of sales per ounce, total cash costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce may not calculate based on amounts presented in this table due to rounding.

 

  k.

Co-product costs per ounce

Total cash costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce presented on a co-product basis removes the impact of by-product credits of Barrick’s gold production (net of non-controlling interest) calculated as:

 

- 208 -


  ($ millions)                                  For the three months ended 12/31/22  
      Carlina     Cortezb     

Turquoise

Ridge

    Long
Canyon
     Phoenixa    

Nevada Gold

Minesc

    Hemlo      Pueblo
Viejo
 

By-product credits

     1       0        0       0        44       45       1        12  

Non-controlling interest

     0       0        0       0        (17     (17     0        (5

By-product credits (net of non-controlling interest)

     1       0        0       0        27       28       1        7  
  ($ millions)                                  For the three months ended 12/31/22  
                     Veladero     Loulo-
Gounkoto
     Kibali     North Mara     Tongon      Bulyanhulu  

By-product credits

          1       0        0       1       1        6  

Non-controlling interest

                      0       0        0       0       0        (1

By-product credits (net of non-controlling interest)

                      1       0        0       1       1        5  
  ($ millions)                                  For the three months ended 9/30/22  
      Carlina     Cortezb      Turquoise
Ridge
    Long
Canyon
     Phoenixa     Nevada Gold
Minesc
    Hemlo      Pueblo Viejo  

By-product credits

     1       0        1       0        31       33       0        10  

Non-controlling interest

     (1     0        (1     0        (12     (14     0        (4

By-product credits (net of non-controlling interest)

     0       0        0       0        19       19       0        6  
  ($ millions)                                  For the three months ended 9/30/22  
                     Veladero    

Loulo-

Gounkoto

     Kibali     North Mara     Tongon      Bulyanhulu  

By-product credits

          1       0        0       0       0        5  

Non-controlling interest

                      0       0        0       0       0        (1

By-product credits (net of non-controlling interest)

                      1       0        0       0       0        4  

 

- 209 -


                                   For the year ended 12/31/22  
      Carlina     Cortezb    

Turquoise

Ridge

   

Long

Canyon

     Phoenixa    

Nevada

Gold Minesc

    Hemlo    

Pueblo

Viejo

 

By-product credits

     2       2       2       0        139       145       1       45  

Non-controlling interest

     (1     (1     (1     0        (54     (57     0       (18

By-product credits (net of non-controlling interest)

     1       1       1       0        85       88       1       27  
                                   For the year ended 12/31/22  
                    Veladero     Loulo-
Gounkoto
     Kibali     North Mara     Tongon     Bulyanhulu  

By-product credits

         4       0        1       2       1       24  

Non-controlling interest

                     0       0        0       0       0       (4

By-product credits (net of non-controlling interest)

                     4       0        1       2       1       20  
                                   For the year ended 12/31/21  
      Carlina     Cortezb     Turquoise
Ridge
    Long
Canyon
     Phoenixa    

Nevada

Gold Minesc

    Hemlo     Pueblo Viejo  

By-product credits

     2       3       5       0        194       204       1       58  

Non-controlling interest

     (1     (1     (2     0        (75     (79     0       (23

By-product credits (net of non-controlling interest)

     1       2       3       0        119       125       1       35  
                                   For the year ended 12/31/21  
             Veladero     Loulo-
Gounkoto
    Kibali      North Mara     Tongon     Bulyanhulu     Buzwagil  

By-product credits

       7       0       2        2       1       15       0  

Non-controlling interest

             0       0       0        0       0       (2     0  

By-product credits (net of non-controlling interest)

             7       0       2        2       1       13       0  
                                   For the year ended 12/31/20  
      Carlina     Cortezb     Turquoise
Ridge
    Long
Canyon
     Phoenixa     Nevada
Gold Minesc
    Hemlo     Pueblo Viejo  

By-product credits

     2       2       7       0        137       148       1       57  

Non-controlling interest

     (1     (1     (3     0        (53     (57     0       (23

By-product credits (net of non-controlling interest)

     1       1       4       0        84       91       1       34  
                                      For the year ended 12/31/20  
      Veladero      Porgeram      Loulo-
Gounkoto
     Kibali      North Mara      Tongon      Bulyanhulu     Buzwagil  

By-product credits

     5        1        0        1        2        0        10       22  

Non-controlling interest

     0        0        0        0        0        0        (2     (4

By-product credits (net of non-controlling

interest)

     5        1        0        1        2        0        8       18  

l.   With the end of mining at Buzwagi in the third quarter of 2021, as previously reported, Barrick has ceased to include production or non-GAAP cost metrics for Buzwagi from October 1, 2021 onwards.

m.   As Porgera was placed on care and maintenance on April 25, 2020, no operating data or per ounce data was provided for the three month periods ended December 31, 2022 and September 30, 2022 and the years ended December 31, 2022 and December 31, 2021.

 

- 210 -


Reconciliation of Copper Cost of Sales to C1 cash costs and All-in sustaining costs, including on a per pound basis

 

      For the three months ended     For the years ended  
  ($ millions, except per pound information in dollars)    12/31/22     9/30/22     12/31/22     12/31/21     12/31/20  
  Cost of sales      197       172       666       569       556  

    Depreciation/amortization

     (92     (59     (223     (197     (208

    Treatment and refinement charges

     47       54       199       161       157  

    Cash cost of sales applicable to equity method investments

     90       81       317       313       267  

    Less: royalties

     (16     (23     (103     (103     (54

    By-product credits

     (3     (2     (14     (15     (15

    Other

     0       0       0       0       0  
  C1 cash cost of sales      223       223       842       728       703  

    General & administrative costs

     8       4       30       17       18  

    Rehabilitation - accretion and amortization

     2       0       4       6       8  

    Royalties

     16       23       103       103       54  

    Minesite exploration and evaluation costs

     6       8       22       14       5  

    Minesite sustaining capital expenditures

     139       115       410       234       223  

    Sustaining leases

     2       1       6       9       9  

    Inventory write-downs

     0       0       0       0       0  
  All-in sustaining costs      396       374       1,417       1,111       1,020  
  Pounds sold - consolidated basis (millions pounds)      99       120       445       423       457  
  Cost of sales per pounda,b      3.19       2.30       2.43       2.32       2.02  
  C1 cash costs per pounda      2.25       1.86       1.89       1.72       1.54  
  All-in sustaining costs per pounda      3.98       3.13       3.18       2.62       2.23  

a.   Cost of sales per pound, C1 cash costs per pound and all-in sustaining costs per pound may not calculate based on amounts presented in this table due to rounding.

b.   Copper cost of sales per pound is calculated as cost of sales across Barrick’s copper operations divided by pounds sold (both on an attributable basis using Barrick’s ownership share).

 

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Reconciliation of Copper Cost of Sales to C1 cash costs and All-in sustaining costs, including on a per pound basis, by operating site

 

      For the three months ended  
  ($ millions, except per pound information in dollars)    12/31/22     9/30/22  
       Zaldívar       Lumwana      
Jabal
    Sayid
 
 
        Zaldívar       Lumwana       Jabal Sayid  

Cost of sales

     86       197       34       76       172       28  

Depreciation/amortization

     (21     (92     (9     (18     (59     (5

Treatment and refinement charges

     0       40       7       0       50       4  

Less: royalties

     0       (16     0       0       (23     0  

By-product credits

     0       0       (3     0       0       (2

Other

     0       0       0       0       0       0  

C1 cash cost of sales

     65       129       29       58       140       25  

Rehabilitation - accretion and amortization

     0       1       1       0       0       0  

Royalties

     0       16       0       0       23       0  

Minesite exploration and evaluation costs

     2       4       0       3       5       0  

Minesite sustaining capital expenditures

     19       118       2       8       106       1  

Sustaining leases

     1       1       0       1       0       0  

Inventory write-downs

     0       0       0       0       0       0  

All-in sustaining costs

     87       269       32       70       274       26  

Pounds sold - consolidated basis (millions pounds)

     24       55       20       24       79       17  

Cost of sales per pounda,b

     3.55       3.56       1.72       3.20       2.19       1.58  

C1 cash costs per pounda

     2.69       2.34       1.42       2.45       1.78       1.41  

All-in sustaining costs per pounda

     3.60       4.86       1.54       2.94       3.50       1.52  

 

($ millions, except per pound information in dollars)            For the years ended December 31  
             12/31/22                   12/31/21                   12/31/20         
       Zaldívar       Lumwana      
Jabal
Sayid
 
 
    Zaldívar       Lumwana      
Jabal
Sayid
 
 
    Zaldívar       Lumwana       Jabal Sayid  

Cost of sales

     305       666       110       314       569       99       262       556       104  

Depreciation/amortization

     (74     (223     (24     (79     (197     (21     (72     (208     (27

Treatment and refinement charges

     0       179       20       0       140       21       1       137       19  

Less: royalties

     0       (103     0       0       (103     0       0       (54     0  

By-product credits

     0       0       (14     0       0       (15     0       0       (15

Other

     0       0       0       0       0       0       0       0       0  

C1 cash cost of sales

     231       519       92       235       409       84       191       431       81  

Rehabilitation - accretion and amortization

     0       3       1       1       5       0       0       8       0  

Royalties

     0       103       0       0       103       0       0       54       0  

Minesite exploration and evaluation costs

     11       11       0       13       0       1       4       0       1  

Minesite sustaining capital expenditures

     44       360       6       37       189       8       39       175       9  

Sustaining leases

     3       3       0       4       3       2       5       4       0  

Inventory write-downs

     0       0       0       0       0       0       0       0       0  

All-in sustaining costs

     289       999       99       290       709       95       239       672       91  

 

- 212 -


                   

Pounds sold - consolidated basis

(millions pounds)

     98        275        72        98        253        72        106        277        74  
Cost of sales per pounda,b      3.12        2.42        1.52        3.19        2.25        1.38        2.46        2.01        1.42  
C1 cash costs per pounda      2.36        1.89        1.26        2.38        1.62        1.18        1.79        1.56        1.11  
All-in sustaining costs per pounda      2.95        3.63        1.36        2.94        2.80        1.33        2.25        2.43        1.24  

a.   Cost of sales per pound, C1 cash costs per pound and all-in sustaining costs per pound may not calculate based on amounts presented in this table due to rounding.

b.   Copper cost of sales per pound is calculated as cost of sales across Barrick’s copper operations divided by pounds sold (both on an attributable basis using Barrick’s ownership share).

Realized Prices

Realized price is a non-GAAP financial measure which excludes from sales:

 

   

treatment and refining charges; and

 

   

cumulative catch-up adjustment to revenue relating to Barrick’s streaming arrangements.

Barrick believes this provides investors and analysts with a more accurate measure with which to compare to market gold prices and to assess the Company’s gold sales performance. For those reasons, management believes that this measure provides a more accurate reflection of the Company’s past performance and is a better indicator of its expected performance in future periods.

The realized price measure is intended to provide additional information, and does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure is not necessarily indicative of sales as determined under IFRS. Other companies may calculate this measure differently. The following table reconciles realized prices to the most directly comparable IFRS measure.

Reconciliation of Sales to Realized Price per ounce/pound

 

      For the three months ended      For the years ended  

  ($ millions, except per ounce/

  pound information in dollars)

   Gold     Copper     

Gold

   

Copper

 
       12/31/22       9/30/22       12/31/22        9/30/22        12/31/22       12/31/21       12/31/20       12/31/22        12/31/21        12/31/20  

Sales

     2,535       2,277       170        200        9,920       10,738       11,670       868        962        697  

Sales applicable to non-controlling interests

     (785     (700     0        0        (3,051     (3,323     (3,494     0        0        0  

Sales applicable to equity method investmentsa,b

     164       152       160        134        597       660       648       646        707        483  

Realized non-hedge gold/copper derivative gains

     0       0       0        0        0       0       0       0        0        0  

Sales applicable to site in care and maintenancec

     (11     (14     0        0        (55     (88     (170     0        0        0  

Treatment and refining charges

     15       3       47        54        23       10       7       199        161        157  

Otherd

           0       0        0              2       13       0        0        0  

Revenues – as adjusted

     1,918       1,718       377        388        7,434       7,999       8,674       1,713        1,830        1,337  

Ounces/pounds sold (000s ounces/millions pounds)c

     1,111       997       99        120        4,141       4,468       4,879       445        423        457  

Realized gold/copper price per ounce/pounde

     1,728       1,722       3.81        3.24        1,795       1,790       1,778       3.85        4.32        2.92  

a.   Represents sales of $164 million and $597 million, respectively, for the three months and year ended December 31, 2022 (September 30, 2022: $152 million; 2021: $661 million; 2020: $648 million) applicable to

 

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Barrick’s 45% equity method investment in Kibali and $nil and $nil, respectively (September 30, 2022: $nil; 2021: $nil; 2020: $nil) applicable to Barrick’s 40% equity method investment in Morila up until its divestiture in November 2020 for gold. Represents sales of $91 million and $390 million, respectively, for the three months and year ended December 31, 2022 (September 30, 2022: $82 million; 2021: $423 million; 2020: $298 million) applicable to Barrick’s 50% equity method investment in Zaldívar and $74 million and $275 million, respectively (September 30, 2022: $57 million; 2021: $305 million; 2020: $204 million) applicable to Barrick’s 50% equity method investment in Jabal Sayid.

b.   Sales applicable to equity method investments are net of treatment and refinement charges.

c.   Excludes Pierina, Morila up until its divestiture in November 2020, Lagunas Norte up until its divestiture in June 2021, and Buzwagi starting in the fourth quarter of 2021. Some of these assets are producing incidental ounces while in closure or care and maintenance.

d.   Represents cumulative catch-up adjustment to revenue relating to Barrick’s streaming arrangements. Refer to Note 2f to the Consolidated Financial Statements for more information.

e.   Realized price per ounce/pound may not calculate based on amounts presented in this table.

Adjusted Net Earnings and Adjusted Net Earnings per Share

Adjusted net earnings is a non-GAAP financial measure which excludes the following from net earnings:

 

 

impairment charges (reversals) related to intangibles, goodwill, property, plant and equipment, and investments;

 

 

acquisition/disposition gains/losses;

 

 

foreign currency translation gains/losses;

 

 

significant tax adjustments;

 

 

other items that are not indicative of the underlying operating performance of Barrick’s core mining business; and

 

 

tax effect and non-controlling interest of the above items.

Management uses this measure internally to evaluate the Company’s underlying operating performance for the reporting periods presented and to assist with the planning and forecasting of future operating results. Management believes that adjusted net earnings is a useful measure of the Company’s performance because impairment charges, acquisition/disposition gains/losses and significant tax adjustments do not reflect the underlying operating performance of its core mining business and are not necessarily indicative of future operating results. Furthermore, foreign currency translation gains/losses are not necessarily reflective of the underlying operating results for the reporting periods presented. The tax effect and non-controlling interest of the adjusting items are also excluded to reconcile the amounts to Barrick’s share on a post-tax basis, consistent with net earnings.

As noted, Barrick uses this measure for internal purposes. Management’s internal budgets and forecasts and public guidance do not reflect the types of items that the Company adjusts for. Consequently, the presentation of adjusted net earnings enables investors and analysts to better understand the underlying operating performance of Barrick’s core mining business through the eyes of management. Management periodically evaluates the components of adjusted net earnings based on an internal assessment of performance measures that are useful for evaluating the operating performance of Barrick’s business segments and a review of the non-GAAP financial measures used by mining industry analysts and other mining companies.

 

- 214 -


Adjusted net earnings is intended to provide additional information only and does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently. The following table reconciles these non-GAAP financial measures to the most directly comparable IFRS measure.

Reconciliation of Net Earnings to Net Earnings per Share, Adjusted Net Earnings and Adjusted Net Earnings per Share

 

      For the three months ended     For the years ended  
  ($ millions, except per share amounts in dollars)    12/31/22     9/30/22     12/31/22     12/31/21     12/31/20  

Net (loss) earnings attributable to equity holders of the Company

     (735     241       432       2,022       2,324  

Impairment charges (reversals) related to non-current assetsa

     1,642       24       1,671       (63     (269

Acquisition/disposition gainsb

     (319     (64     (405     (213     (180

Loss on currency translation

     4       3       16       29       50  

Significant tax adjustmentsc

     (4     44       95       125       (119

Other expense (income) adjustmentsd

     126       (27     17       73       71  

Non-controlling intereste

     (271     4       (274     64       (12

Tax effecte

     (223     (1     (226     28       177  

Adjusted net earnings

     220       224       1,326       2,065       2,042  

Net (loss) earnings per sharef

     (0.42     0.14       0.24       1.14       1.31  

Adjusted net earnings per sharef

     0.13       0.13       0.75       1.16       1.15  

a.   Net impairment charges for the three month period and year ended December 31, 2022 primarily relate to a goodwill impairment at Loulo-Gounkoto, and non-current asset impairments at Veladero and Long Canyon, partially offset by an impairment reversal at Reko Diq. Net impairment charges for the prior year mainly relate to non-current asset reversals at Lagunas Norte.

b.   Acquisition/disposition gains for the three month period and year ended December 31, 2022 primarily relate to a gain as Barrick’s interest in the Reko Diq project increased from 37.5% to 50%. The year ended December 31, 2022 was further impacted by the sale of a portfolio of royalties to Maverix Metals Inc. and the sale of a portfolio of royalties by Nevada Gold Mines to Gold Royalty Corp. Acquisition/disposition gains for the prior year primarily relate to the gain on the sale of Lone Tree.

c.   Significant tax adjustments in the current year primarily relate to deferred tax recovery as a result of net impairment charges; foreign currency translation gains and losses on tax balances; the Porgera mine continuing to be on care and maintenance; updates to the rehabilitation provision for Barrick’s non-operating mines; and the recognition and de-recognition of deferred tax assets. In 2021, significant tax adjustments primarily relate to deferred tax expense as a result of tax reform measures in Argentina, the foreign exchange impact on current tax expense in Peru and the remeasurement of current and deferred tax balances, the acquisition of the 40% interest in South Arturo that Nevada Gold Mines did not already own, the sale of Lagunas Norte, the settlement of the Massawa Senegalese tax dispute and the recognition/derecognition of the Company’s deferred taxes in various jurisdictions.

d.   Other expense adjustments for the three month period and year ended December 31, 2022 mainly relate to a net realizable value impairment of leach pad inventory at Veladero, care and maintenance expenses at Porgera and supplies obsolescence write-off at Bulyanhulu and North Mara. The prior year was impacted by care and maintenance expenses at Porgera and a $25 million litigation settlement.

e.   Non-controlling interest and tax effect for the current year primarily relates to impairment charges (reversals) related to non-current assets.

 

- 215 -


f.   Calculated using weighted average number of shares outstanding under the basic method of earnings per share.

Reconciliation of the Classification of Capital Expenditures

Capital expenditures are classified into minesite sustaining capital expenditures or project capital expenditures depending on the nature of the expenditure. Minesite sustaining capital expenditures is the capital spending required to support current production levels. Project capital expenditures represent the capital spending at new projects and major, discrete projects at existing operations intended to increase net present value through higher production or longer mine life. Management believes this to be a useful indicator of the purpose of capital expenditures and this distinction is an input into the calculation of all-in sustaining costs per ounce and all-in costs per ounce.

Classifying capital expenditures is intended to provide additional information only and does not have any standardized definition under IFRS, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate these measures differently. The following table reconciles these non-GAAP financial measures to the most directly comparable IFRS measure.

 

      For the three months ended      For the years ended  

($ millions)

   12/31/22      9/30/22                 12/31/22                12/31/21                12/31/20  

Minesite sustaining capital expenditures

   557      571        2,071        1,673        1,559  

Project capital expenditures

   324      213        949        747        471  

Capitalized interest

   10      8        29        15        24  

Total consolidated capital expenditures

   891      792        3,049        2,435        2,054  

 

- 216 -


INTERESTS OF EXPERTS

The Company’s independent auditors are PricewaterhouseCoopers LLP, Chartered Professional Accountants, who have issued an independent auditor’s report dated February 14, 2023, in respect of the Company’s Consolidated Financial Statements as at December 31, 2022 and December 31, 2021 and for each of the years then ended and on the effectiveness of the Company’s internal control over financial reporting as at December 31, 2022. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Company within the meaning of the Chartered Professional Accountants of Ontario CPA Code of Professional Conduct and the rules of the U.S. Securities and Exchange Commission.

ADDITIONAL INFORMATION

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans will be contained in the Company’s Management Information Circular and Proxy Statement expected to be dated March 24, 2023. As well, additional financial information is provided in the Company’s 2022 Annual Report, in the Company’s Consolidated Financial Statements (as prepared under IFRS) and Management’s Discussion and Analysis of Financial and Operating Results for the year ended December 31, 2022 (as prepared under IFRS), each of which is available electronically from SEDAR (www.sedar.com) and from EDGAR (www.sec.gov). Additional Information relating to Barrick is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

 

- 217 -


SCHEDULE “A” AUDIT & RISK COMMITTEE MANDATE

Purpose

 

1.

The purpose of the Audit & Risk Committee (the “Committee”) of the Board of Directors (the “Board”) is to assist the Board in its oversight of: (a) the financial reporting process and the quality, transparency and integrity of the Company’s financial statements and other related public disclosures; (b) the Company’s internal controls over financial reporting; (c) the Company’s compliance with legal and regulatory requirements relevant to the financial statements and financial reporting; (d) the external auditor’s qualifications and independence; (e) the performance of the internal audit function and the external auditor; (f) the Company’s management of enterprise risks as well as the implementation of policies and standards for monitoring and mitigating such risks; and (g) the Company’s financial structure and investment and financial risk management programs generally.

 

2.

The function of the Committee is oversight. The members of the Committee are not full-time employees of the Company. The Company’s management is responsible for the preparation of the Company’s financial statements in accordance with applicable accounting standards and applicable laws and regulations. The Company’s external auditor is responsible for the audit or review, as applicable, of the Company’s financial statements in accordance with applicable auditing standards and laws and regulations.

Committee Responsibilities

 

3.

The Committee’s responsibilities include:

External Auditor

 

  (a)

retaining and terminating, and/or making recommendations to the Board and the shareholders with respect to the retention or termination of an external auditing firm to conduct review engagements on a quarterly basis and an annual audit of the Company’s financial statements;

 

  (b)

communicating to the external auditor that it is ultimately accountable to the Board and the Committee as representatives of the shareholders;

 

  (c)

obtaining and reviewing an annual report prepared by the external auditor describing: the firm’s internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;

 

  (d)

evaluating the independence of the external auditor and any potential conflicts of interest and (to assess the auditor’s independence) all relationships between the external auditor and the Company, including obtaining and reviewing an annual report prepared by the external auditor describing all relationships between the external auditor and the Company;

 

  (e)

approving, or recommending to the Board for approval, all audit engagement fees and terms, as well as all non-audit engagements of the external auditor prior to the commencement of the engagement;

 

  (f)

reviewing with the external auditor the plan and scope of the quarterly review and annual audit engagements;

 

- A-1 -


  (g)

setting hiring policies with respect to the employment of current or former employees of the external auditor;

Financial Reporting

 

  (h)

reviewing, discussing and recommending to the Board for approval the annual audited financial statements and related management’s discussion and analysis of financial and operating results prior to filing with securities regulatory authorities and delivery to shareholders;

 

  (i)

reviewing and discussing with the external auditor the results of its reviews and audit, any issues arising and management’s response, including any restrictions on the scope of the external auditor’s activities or requested information and any significant disagreements with management, and resolving any disputes;

 

  (j)

reviewing, discussing and approving, or recommending to the Board for approval, the quarterly financial statements and quarterly management’s discussion and analysis of financial and operating results prior to filing with securities regulatory authorities and delivery to shareholders;

 

  (k)

reviewing and discussing with management and the external auditor the Company’s critical accounting policies and practices, material alternative accounting treatments, significant accounting and reporting judgments, material written communications between the external auditor and management (including management representation letters and any schedule of unadjusted differences) and significant adjustments resulting from the audit or review;

 

  (l)

reviewing and discussing with management the Company’s earnings press releases, as well as types of financial information and earnings guidance (if any) provided to analysts and ratings agencies;

 

  (m)

reviewing and discussing such other relevant public disclosures containing financial information as the Committee may consider necessary or appropriate;

 

  (n)

reviewing and discussing with management the disclosure controls relating to the Company’s public disclosure of financial information, including information extracted or derived from the financial statements, and periodically assessing the adequacy of such procedures;

Internal Controls Over Financial Reporting

 

  (o)

reviewing and discussing with management, the external auditor and the head of internal audit the effectiveness of the Company’s internal controls over financial reporting, including reviewing and discussing any significant deficiencies in the design or operation of internal controls, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting;

 

  (p)

discussing the Company’s process with respect to risk assessment (including fraud risk), risk management and the Company’s major financial risks and financial reporting exposures, all as they relate to internal controls over financial reporting, and the steps management has taken to monitor and control such risks;

 

- A-2 -


  (q)

reviewing and discussing with management the Company’s Code of Business Conduct and Ethics and anti-fraud program and the actions taken to monitor and enforce compliance;

 

  (r)

establishing procedures for:

 

  (i)

the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters; and

 

  (ii)

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, internal controls or auditing matters;

Internal Audit

 

  (s)

reviewing and discussing with management, the external auditor and the head of internal audit the responsibilities and effectiveness of the Company’s internal audit function, including reviewing the internal audit mandate, independence, organizational structure, internal audit plans and adequacy of resources, receiving periodic internal audit reports and meeting privately with the head of internal audit on a periodic basis;

 

  (t)

approving in advance the retention and dismissal of the head of internal audit;

Enterprise Risks

 

  (u)

reviewing:

 

  (i)

the Company’s processes relating to enterprise risk management;

 

  (ii)

the Company’s overall strategy relating to enterprise risks, including financial, regulatory, strategic and operational risks;

 

  (iii)

the Company’s risk tolerance and its alignment with the Company’s strategic plans; and

 

  (iv)

the design and implementation of policies and standards that provide for the monitoring of, and promote compliance with, legal and regulatory requirements;

 

  (v)

at the request of the Board, reviewing and advising on the risk impact of any strategic decision or exposures to countries and key markets where the Company carries on business to ensure that they are in keeping with overall Company risk tolerances;

 

  (w)

reviewing the Company’s material publicly filed disclosure relating to risk and risk management;

 

  (x)

meeting as required with representatives of the Company’s various departments and/or external advisors to discuss the risks faced by the Company and the Company’s risk management activities;

Financial Matters

 

  (y)

reviewing the policies underlying the financial plan of the Company to ensure its adequacy and soundness in providing for the Company’s operational and capital plans;

 

- A-3 -


  (z)

reviewing the Company’s debt and equity structure;

 

  (aa)

reviewing proposed major financing activities;

 

  (bb)

reviewing the method for financing proposed major acquisitions by the Company;

 

  (cc)

reviewing the prepayment, redemption, acquisition or defeasance of any material issue of debt or equity;

 

  (dd)

authorizing policies or procedures for entering into investments and reviewing investment strategies for the Company’s cash balances; and

 

  (ee)

reviewing the Company’s financial risk management program, including any significant commodity, currency or interest rate hedging programs;

Other

 

  (ff)

meeting separately, periodically, with each of management, the head of internal audit and the external auditor;

 

  (gg)

reporting regularly to the Board and, where appropriate, making recommendations to management of the Company and/or to the Board;

 

  (hh)

liaising with the Compensation Committee and the Environmental, Social, Governance & Nominating Committee of the Board, as appropriate, on matters relevant to the Company’s management of enterprise risks;

 

  (ii)

reviewing and assessing its mandate and recommending any proposed changes to the Environmental, Social, Governance & Nominating Committee of the Board on an annual basis; and

 

  (jj)

evaluating the functioning of the Committee on an annual basis, including with reference to the discharge of its mandate.

Responsibilities of the Committee Chair

4. The fundamental responsibility of the Committee Chair is to be responsible for the management and effective performance of the Committee and provide leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board. To that end, the Committee Chair’s responsibilities include:

 

  (a)

working with the Executive Chairman and the Secretary to establish the frequency of Committee meetings and the agendas for meetings;

 

  (b)

providing leadership to the Committee and presiding over Committee meetings;

 

  (c)

facilitating the flow of information to and from the Committee and fostering an environment in which Committee members may ask questions and express their viewpoints;

 

  (d)

reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee;

 

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  (e)

liaising with the Chairs of the Compensation Committee and the Environmental, Social, Governance & Nominating Committee of the Board, as appropriate, on matters relevant to the Company’s management of enterprise risks;

 

  (f)

leading the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate; and

 

  (g)

taking such other steps as are reasonably required to ensure that the Committee carries out its mandate.

 Powers

5.   The Committee shall have the authority, including approval of fees and other retention terms, to obtain advice and assistance from outside legal, accounting or other advisors in its sole discretion, at the expense of the Company, which shall provide adequate funding for such purposes. The Company shall also provide the Committee with adequate funding for the ordinary administrative expenses of the Committee. The Committee shall have unrestricted access to information, management, the external auditor and the head of internal audit, including private meetings, as it considers necessary or appropriate to discharge its duties and responsibilities. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

Composition

6.   The Committee shall be appointed by the Board annually and shall be comprised of a minimum of three directors. If an appointment of members of the Committee is not made as prescribed, the members shall continue as such until their successors are appointed.

7.   All of the members of the Committee shall be directors whom the Board has determined are independent, taking into account the applicable rules and regulations of securities regulatory authorities and/or stock exchanges.

8.   Each member of the Committee shall be “financially literate” and at least one member of the Committee shall have “accounting or related financial management expertise”.(1) At least one member of the Committee shall be an “audit committee financial expert”, as defined in the applicable rules and regulations of securities regulatory authorities and/or stock exchanges.

9.    If a Committee member simultaneously serves on the audit committee of more than two other public companies, the Board shall make a determination as to whether such service impairs the ability of such member to serve effectively on the Committee and disclose such determination in the Company’s annual proxy statement.

  Meetings

10.   The Committee shall have a minimum of four meetings per year, to coincide with the Company’s financial reporting cycle. Additional meetings will be scheduled as considered necessary or appropriate, including to consider specific matters at the request of the external auditor or the head of internal audit.

11.  The time and place of the meetings of the Committee, the calling of meetings and the procedure at such meetings shall be determined by the Chair of the Committee unless otherwise determined by the articles of the Company or by resolution of the Board, provided that all matters put forward for approval by the Committee shall be determined by majority vote.

 

 

 

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(1)   For purposes of this mandate, “financially literate” means the ability to read and understand a balance sheet, an income statement, a cash flow statement and the related notes that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, and “accounting or related financial management expertise” means the ability to analyze and interpret a full set of financial statements, including the related notes that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements.

 

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