Barrick Gold Corporation

05/21/2019 | Press release | Distributed by Public on 05/21/2019 17:35

Update Concerning Acacia Mining plc (“Acacia”)

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH BARRICK REGARDS AS UNDULY ONEROUS.

You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with a possible offer by Barrick Gold Corporation (Barrick) for Acacia Mining plc (Acacia) to acquire all of the shares it does not already own in Acacia through a share for share exchange (the Proposal). The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Proposal or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Proposal does not constitute an offer or impose any obligation on Barrick to make an offer for Acacia.

If an offer is made, the full terms and conditions of such offer will be set out in the formal Offer Document. In deciding whether or not to vote in favour of any offer which may be made, shareholders of Acacia should rely only on the information contained and procedures described in the formal Offer Document.

Terms used in this notice but not defined in this notice shall have the same meanings given to them in the announcement of the Proposal dated 21 May 2019.

Access to the Website

If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Barrick reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Barrick.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside Canada, the United Kingdom or the United States who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person (other than your professional advisers). In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Notice to US investors

In accordance with normal UK practice, Barrick or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Acacia shares outside of the United States, other than pursuant to the Proposal, until the date on which the Proposal becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Notice to Canadian investors

Canadian investors should note that the Proposal relates to the securities of an English company whose shares are admitted to trading on the Main Market of the London Stock Exchange and Dar es Salaam Stock Exchange. As such, the Proposal will principally be subject to disclosure requirements and practices in the United Kingdom (which are different from those applicable in Canada) and is proposed to be implemented by way of offer under English law. The conduct of the Proposal will not be subject to the provisions of Canadian provincial securities laws.

Forward Looking Information

This area of the website contains 'forward-looking information' within the meaning of applicable Canadian securities legislation relating to: (i) the future growth, results of operations, performance, business prospects and opportunities of Barrick and Acacia; (ii) the Proposal; (iii) the integration of Acacia's business with the existing operations of Barrick; (iv) the impact of the Proposal on the financial position of Barrick and Acacia; and (v) the outlook for Barrick's and Acacia's respective businesses and the gold mining industry generally based on information currently available. These expectations may not be appropriate for other purposes. Often, but not always, forward-looking information can be identified by the use of words such as 'believe', 'expect', 'anticipate', 'target', 'plan', 'objective', 'assume', 'intend', 'project', 'goal', 'continue', 'budget', 'estimate', 'potential', 'may', 'will', 'can', 'could', 'would', or similar expressions. . In particular, but without limitation, this area of the website contains or may contain forward-looking statements pertaining to:

  • expectations regarding whether the Proposal will be formally announced including whether the pre-conditions to formal announcement of the Proposal will be satisfied, and the anticipated timing of a formal announcement;
  • expectations regarding whether the Proposal will be completed, including whether any conditions to completion of the Proposal will be satisfied, and the anticipated timing for completion;
  • the combined company's future plans, business prospects and performance, growth potential, financial strength, market profile, revenues, working capital, capital expenditures, investment valuations, income, margins, access to capital and overall strategy;
  • expectations regarding the receipt of any necessary regulatory and third party approvals and the expiration of all relevant waiting periods;
  • the anticipated number of Barrick common shares to be issued as consideration for the Proposal, the expected total capitalization of Barrick on a consolidated basis following the Proposal and the ratio of the Barrick common shares to be held by Barrick shareholders and Acacia shareholders, respectively, following the Proposal;
  • the anticipated benefits of the Proposal;
  • expectations regarding the value and nature of the consideration payable to Acacia shareholders as a result of the Proposal;
  • the anticipated mineral reserves of Barrick following completion of the Proposal; and
  • the expenses of the Proposal.

These statements are based on the reasonable assumptions, estimates, analysis, and opinions of management made in light of management's experience and perception of trends, current conditions, and expected developments, as well as other factors that management considers to be relevant and reasonable at the date that such statements are made. Forward-looking information involves known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, performance, or achievements of Barrick, as applicable, to be materially different from those anticipated, estimated, or intended. These risks, uncertainties and assumptions include, without limitation:

  • the risk that the pre-conditions to formal announcement of the Proposal will not be satisfied;
  • the risk that the conditions to completion of the Proposal will not be satisfied;
  • the risk that any relevant shareholder approval of the Proposal will not be obtained from the relevant shareholders;
  • the risk that required regulatory and third party approvals necessary to complete the Proposal will not be obtained, or that conditions will be imposed in connection with such approvals that will increase the costs associated with the Proposal or have other negative implications for Barrick on a consolidated basis following the Proposal;
  • the risk that litigation relating to the Proposal may be commenced which may prevent, delay or give rise to significant costs or liabilities on the part of Barrick or Acacia;
  • the risk that Barrick will discover previously undisclosed liabilities of Acacia following completion of the Proposal;
  • regulatory risks, including the risk of future changes to mining or tax laws in countries where Barrick or Acacia operate or have development or exploration projects;
  • the risk that the focus of management's time and attention on the Proposal may detract from other aspects of the respective businesses of Barrick and Acacia;
  • the risk that the anticipated benefits and value creation from the Proposal will not be realized, or may not be realized in the expected timeframes;
  • the risk that a material decrease in the trading price of the Barrick common shares may occur which could result in a failure of the Proposal or could be sustained following completion of the Proposal;
  • the risk that litigation against Barrick, Acacia or both may be commenced in connection with the Proposal and may have a material negative impact on the companies;
  • the risk that Acacia may not be integrated successfully following the Proposal;
  • risks relating to certain of the jurisdictions in which Barrick or Acacia operates, in respect of which there have been recent changes and/or proposed changes in mining laws and/or tax laws and where governments may seek a greater share of mineral wealth;
  • risks relating to political instability in certain of the jurisdictions in which Acacia operates;
  • risks relating to Acacia operations near communities that may regard its operations as being detrimental to them;
  • risks relating to disruption of supply routes which may cause delays in construction and mining activities at Acacia's more remote properties;
  • risks relating to fluctuations in the spot and forward price of gold, copper or certain other commodities (such as silver, diesel fuel, natural gas and electricity), and the availability and increased costs associated with mining inputs and labour;
  • risks related to increased costs, delays, suspensions and technical challenges associated with the construction of capital projects;
  • the risk of operating or technical difficulties in connection with mining or development activities, including geotechnical challenges and disruptions in the maintenance or provision of required infrastructure and information technology systems;
  • risks related to the failure to comply with environmental and health and safety laws and regulations, and the timing of receipt of, or failure to comply with, necessary permits and approvals;
  • risk of loss due to acts of war, terrorism, sabotage and civil disturbances;
  • risks related to litigation and contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure;
  • risks associated with working with partners in jointly controlled assets; and
  • increased costs and physical risks, including extreme weather events and resource shortages, related to climate change.

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).

Forward-looking information contained in this website is given as of the date the relevant information or document is published on this area of the website (or any other date that may be specified in the relevant information or document), and Barrick disclaims any obligation or intention to update any forward-looking information, whether as a result of new information, future events, or results or otherwise unless so required by applicable securities laws.

For additional information relating to Barrick's risk factors and risk factors relating to the Proposal, reference should be made to Barrick's continuous disclosure materials filed from time to time under its issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and to the particular risk factors, if any, described in the documents included in this area of the website.

Responsibility

In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the chief financial officer and the directors of Barrick (the Barrick Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Barrick Responsible Persons, Barrick or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

The documents included in this area of the website speak only at the date specified in the relevant document and neither Barrick nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Confirmation of Understanding and Acceptance of Disclaimer

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