Barrick Gold Corp (ABX)

[NYBob]

Update Concerning Acacia Mining plc (“Acacia”)
Barrick Gold (NYSE:ABX)

Barrick Gold Corporation (NYSE: GOLD)(TSX: ABX) (“Barrick” or the
“Company”) today provides the following update in relation to Acacia.
Barrick met today with the Directors and senior management of Acacia
and presented a proposal to acquire all of the shares it does not
already own in Acacia through a share for share exchange of 0.153
Barrick shares for each ordinary share of Acacia (the “Proposal”).
The Proposal assumes that no further dividends will be paid
by Acacia following the date of the Proposal.
The exchange ratio is based on the 20-day volume weighted average
trading prices of Acacia and Barrick as at market close in London and
New York on 20 May 2019.
This implies a value for Acacia of US$787 million and total
consideration to the minority shareholders of Acacia of US$285 million.

https://ih.advfn.com/stock-market/NYSE/barrick-gold-ABX/stock-news/79968891/update-concerning-acacia-mining-plc-acacia

Barrick has been negotiating with the Government of Tanzania (“GoT”) for the last two years to seek a basis for a settlement of Acacia’s ongoing disputes with the GoT and to establish a viable framework under which Acacia could resume its full operations in Tanzania and rebuild its relationships with the GoT. While a basis for a settlement has been developed but not finalized, in meetings this past weekend, the GoT stated that it is not prepared to enter into a settlement directly with Acacia.

As a consequence of the negotiations with the GoT, Barrick has had the opportunity to undertake detailed due diligence on the Acacia assets and on the basis of this work has concluded that the Proposal on the terms set out above reflects the fair value of the company. Since the Proposal is in Barrick shares, the Acacia minority shareholders will be able to benefit from any future potential upside in both the Acacia assets and Barrick’s broader portfolio of assets.

The Proposal is subject to the satisfaction of a number of customary conditions, including receiving the recommendation of the Acacia Board. Barrick reserves the right to waive all or any of such conditions at its discretion. The Proposal does not constitute an offer or impose any obligation on Barrick to make an offer. There can be no certainty that any offer for Acacia will ultimately take place, nor as to the structure of any such offer, should one be forthcoming, even if the pre-conditions are satisfied or waived. Barrick reserves the right to: (a) vary the form and/or mix of consideration referred to in this announcement and/or introduce other forms of consideration; and (b) make an offer or other proposal on less favorable terms than an exchange ratio of 0.153 Barrick shares for each ordinary share of Acacia referred to in this announcement with the agreement, recommendation or consent of the board of Acacia.

Barrick will have the right to reduce the number of new Barrick shares that Acacia minority shareholders will receive under the terms of the Proposal by the amount of any dividend (or other distribution) which is declared, paid or made by Acacia to Acacia shareholders.

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code, which regulates the making of offers for public companies listed in the UK.

In accordance with Rule 2.6(a) of the Code, Barrick must, by not later than 5.00 p.m. on 18 June 2019, either announce a firm intention to make an offer for Acacia in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the UK Takeover Panel in accordance with Rule 2.6(c) of the Code.

A further announcement will be made as and when appropriate.

Barrick Enquiries:

Investor and Media Relations
Kathy du Plessis
T: [phone]
[e-mail] Deni Nicoski
Senior Vice President Investor Relations
T: [phone]
[e-mail]
Website:
www.barrick.com