Key Terms

2018 Executive Committee

2018 Executives of Barrick other than the Executive Chairman, including the former President; Senior Executive Vice-President, Strategic Matters; former Executive Vice-President and Chief Financial Officer; former Chief Investment Officer; and others who were appointed in 2018

After-Tax Shares

Barrick Shares that are purchased on the open market with after-tax compensation proceeds

API

Annual Performance Incentive

API Scorecards

Annual Performance Incentive Scorecards

Articles

The Notice of Articles and the Articles of Continuation of Barrick

Audit Services Policy

Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services

Barrick Shares

Common shares of Barrick

Board of Directors or Board

Board of Directors of Barrick

Change in Control Plan

Partner Change in Control Severance Plan

Circular

2019 Information Circular

Clawback Policy

Amended and Restated Incentive Compensation Recoupment Policy

Code

Code of Business Conduct and Ethics

DSUs

Deferred Share Units

E&S Committee

Environmental & Social Oversight Committee

LTI

Long-Term Incentives

Meeting

2019 Annual Meeting, to be held on May 7, 2019

Merger

The acquisition by Barrick of Randgold on January 1, 2019

Named Partners

Former President; Senior Executive Vice-President, Strategic Matters; former Executive Vice-President and Chief Financial Officer; former Chief Investment Officer

NYSE

New York Stock Exchange

Partnership Plan

Provides partners (including the Named Partners) with eligibility for the API Program, the PGSU Plan, and the Change in Control Plan

PGSUs

Performance Granted Share Units

Randgold

Randgold Resources Limited

ROCE

Return on Capital Employed

ROIC

Return on Invested Capital

RSUs

Restricted Share Units

SEC

U.S. Securities and Exchange Commission

Senior Gold Peers

Agnico Eagle Mines Limited, Goldcorp Inc., Newcrest Mining Limited, and Newmont Mining Corporation

Tier One Gold Asset

A mine with a stated life in excess of 10 years with 2018 production of at least 500,000 ounces of gold and 2018 total cash cost per ounce within the bottom half of Wood Mackenzie’s cost curve tool (excluding state-owned and private mines)(1)

TSR

Total Shareholder Return

TSX

Toronto Stock Exchange

  1. The Wood Mackenzie calculation of “total cash cost” per ounce may not be identical to the manner in which Barrick calculates comparable measures. “Total cash cost” per ounce is a non-GAAP financial performance measure with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other issuers. “Total cash cost” per ounce should not be considered by investors as an alternative to operating profit, net profit attributable to shareholders, or other IFRS measures. Wood Mackenzie is an independent third party research and consultancy firm that provides data for, among others, the metals and mining industry. “Lowest total cash cost” is based on data from Wood Mackenzie as of August 31, 2018. “Total cash cost” is a non-GAAP financial performance measure with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other issuers. Financial comparisons between Barrick and its Senior Gold Peers are made on the basis of the data presented by Wood Mackenzie which may not be calculated in the same manner as Barrick calculates comparable measures. Barrick believes that total cash cost is a useful indicator for investors and management of a mining company’s performance as it provides an indication of a company’s profitability and efficiency, the trends in cash costs as the company’s operations mature, and a benchmark of performance to allow for comparison against other companies. For further details, please see “Other Information – Third Party Data”.

Non-GAAP Financial Performance Measures

Certain financial performance measures in this Circular – namely Adjusted EBIT, Adjusted EBITDA, Adjusted Net Earnings, and Free Cash Flow – are not prescribed by the International Financial Reporting Standards (IFRS). These non-GAAP financial measures are included because management uses the information to analyze business performance and financial strength. These non-GAAP financial performance measures are intended to provide additional information only and do not have any standardized definition under IFRS and may not be comparable to similar measures presented by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For further details regarding non-GAAP financial performance measures, please see “Other Information – Use of Non-GAAP Financial Performance Measures”.

Forward-Looking Information

This Circular contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information can be identified by the use of words such as “aim”, “aspire”, “strive”, “will”, “expect”, “intend”, “plan”, “believe”, or similar expressions, as they relate to the Company. In particular, the Circular contains forward-looking information pertaining to the belief of management that the Company’s (i) substantially upgraded portfolio, (ii) ability to realize the expected benefits of the Merger and the proposed Nevada joint venture with Newmont Mining Corporation, (iii) ability to grow and invest in tier one gold assets, tier two gold assets, and strategic assets, (iv) focus on operational excellence and sustainable profitability, (v) ability to advance the resolution of outstanding issues with governments and complex projects, (vi) ability to build and manage stakeholder relationships and strategic alliances, including and especially with China, and (vii) our streamlined operating model (see “Executive Summary –Compensation Discussion & Analysis Highlights – Our 2019 Strategic Priorities” and “Compensation Discussion & Analysis – 2019 Annual Initiatives for our Executive Chairman”) will further Barrick’s aim to be the world’s most valued gold mining business (see “Compensation Discussion & Analysis”), will sustain Barrick as an industry-leading gold company positioned for long-term value creation and sustainable growth (see “Executive Summary – Compensation Discussion & Analysis Highlights – Our compensation decisions reflect solid execution against our 2018 priorities”), result in enhanced free cash flow generation (see “2018 Compensation of Named Executive Officers – 2018 Compensation of the Executive Chairman”), and lead to a higher return on invested capital over time (see “2018 Compensation of Named Executive Officers – 2018 Performance Considerations for Named Partners – 2018 Long-Term Company Scorecard (for 2018 PGSU Awards)”). 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 the Company, as applicable, to be materially different from those anticipated, estimated, or intended. Forward-looking information contained herein is made as of the date of this Circular, and, other than as required by securities law, the Company disclaims any obligation 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.

Third Party Data

The total cash cost comparison of Barrick to its Senior Gold Peers, and comparisons between Tier One Gold Assets, contained in this Circular are based on data obtained from Wood Mackenzie as of August 31, 2018. Wood Mackenzie is an independent third party research and consultancy firm that provides data for, among others, the metals and mining industry. Wood Mackenzie is not affiliated with Barrick.

Where Tier One Gold Assets are compared, and where Barrick’s total cash cost is compared to its Senior Gold Peers, the data from Wood Mackenzie has been used to ensure consistency in the compared measure across Barrick and the comparator group. Barrick does not have the ability to verify the Wood Mackenzie data and, in the case of total cash cost, the non-GAAP financial performance measures used by Wood Mackenzie may not correspond to the non-GAAP financial performance measures calculated by Barrick or any of the other Senior Gold Peers.