Annual Information Form for the Year Ended December 31, 2019 Dated As of March 25, 2020
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Annual Information Form For the year ended December 31, 2019 Dated as of March 25, 2020 Barrick Gold Corporation 161 Bay Street, Suite 3700 Toronto, Ontario 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 14 Organizational Structure 14 Subsidiaries 15 Areas of Interest 17 General Development of the Business 17 History 17 Significant Transactions 17 Strategy 19 Results of Operations in 2019 21 NARRATIVE DESCRIPTION OF THE BUSINESS 25 Production and Guidance 25 Reportable Operating Segments 26 Nevada Gold Mines (61.5% basis) 26 Carlin 27 Cortez 27 Turquoise Ridge 28 Other Nevada Gold Mines 28 Pueblo Viejo (60% basis) 29 Loulo-Gounkoto (80% basis) 29 Kibali (45% basis) 29 Veladero (50% basis) 30 Porgera (47.5% basis) 30 North Mara 31 Other Mines - Gold 31 Other Mines - Copper 32 Mineral Reserves and Mineral Resources 33 Marketing and Distribution 45 Employees and Labor Relations 46 Competition 46 Sustainability 46 - i - Operations in Emerging Markets: Corporate Governance and Internal Controls 47 Board and Management Experience and Oversight 48 Local Presence 49 Internal Controls and Cash Management Practices 49 MATERIAL PROPERTIES 50 Cortez Property 50 Carlin Complex 56 Turquoise Ridge Complex 65 Pueblo Viejo Mine 72 Kibali Mine 79 Loulo-Gounkoto Mine Complex 86 EXPLORATION AND GROWTH PROJECTS 91 ENVIRONMENT 99 LEGAL MATTERS 103 Government Controls and Regulations 103 Legal Proceedings 108 RISK FACTORS 122 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 141 CONSOLIDATED FINANCIAL STATEMENTS 141 CAPITAL STRUCTURE 141 RATINGS 142 MARKET FOR SECURITIES 144 MATERIAL CONTRACTS 144 TRANSFER AGENTS AND REGISTRARS 146 DIVIDEND POLICY 146 DIRECTORS AND OFFICERS OF THE COMPANY 147 AUDIT & RISK COMMITTEE 153 Audit & Risk Committee Mandate 153 - ii - Composition of the Audit & Risk Committee 153 Relevant Education and Experience 153 Participation on Other Audit Committees 154 Audit & Risk Committee Pre-Approval Policies and Procedures 154 External Auditor Service Fees 155 INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES 155 NON-GAAP FINANCIAL MEASURES 156 INTERESTS OF EXPERTS 182 ADDITIONAL INFORMATION 182 SCHEDULE “A” AUDIT & RISK COMMITTEE MANDATE A-1 - iii - 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 pressures are applied within a 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-column (CIC) A method of recovering gold and silver from solution following cyanidation in the process by adsorption of the precious metals onto prepared carbon (burnt coconut shell). 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 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-and-fill A method of stoping in which ore is removed in slices or lifts, and then the excavation is filled with rock or other waste material (backfill), before the subsequent slice is extracted. Cut-off grade A calculated minimum metal grade at which material can be mined and processed at break-even cost. - 4 - 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. 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 collection of additional samples between existing samples, used to provide greater geological detail and to provide more closely-spaced assay data. Exploration Prospecting, sampling, mapping, diamond-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. - 5 - 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. 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. Ma Mega-annums (each mega-annum, 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 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