Barrick Shareholders Overwhelmingly Approve Randgold Merger
TORONTO, Nov. 05, 2018 - Barrick Gold Corp. (NYSE:ABX)(TSX:ABX) (“Barrick” or the “Company”) today announced that the Company’s shareholders have voted to approve the issuance of Barrick common shares in connection with the Merger of Barrick and Randgold Resources Ltd. (“Randgold”), and the continuance of Barrick to the Province of British Columbia under the Business Corporations Act (British Columbia).
The issuance of Barrick common shares in connection with the Merger, and the continuance, were each approved by more than 99 percent of the votes cast at today’s special meeting of shareholders.
“Today marks an important step in our journey of taking Barrick 'back to the future',” said Barrick Executive Chairman John L. Thornton. “The combination of Barrick and Randgold will create the compelling gold investment.”
Detailed voting results for the resolutions are as follows:
| Votes For | % For | Votes Withheld | % Withheld | ||
| Issuance of Barrick Common Shares | 683,038,422 | 99.8% | 1,169,225 | 0.2% | |
| Continuance | 678,593,897 | 99.2% | 5,613,751 | 0.8% | |
The Merger is expected to be completed on January 1, 2019, subject to approval by Randgold shareholders, approval by the Royal Court of Jersey, and other customary closing conditions. Barrick intends to effect the continuance in advance of the closing of the Merger, subject to receipt of all necessary consents and authorizations.
INVESTOR CONTACT
Deni Nicoski
Senior Vice President
Investor Relations
Telephone: +1 416 307-7474
Email: dnicoski@barrick.com
MEDIA CONTACT
Andy Lloyd
Senior Vice President
Communications
Telephone: +1 416 307-7414
Email: alloyd@barrick.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information in this press release constitutes “forward looking information” within the meaning of applicable Canadian securities legislation relating to, among other things, the completion of the Merger and the continuance. Often, but not always, forward-looking information can be identified by the use of words such as “will”, “expect”, “intend” or similar expressions. These statements are based on the reasonable assumptions, estimates, analyses, 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, including: the risk that the anticipated benefits and value creation from the Merger will not be realized, or may not be realized in the expected timeframes; the risk that the conditions to completion of the Merger will not be satisfied; the risk that approval of the Merger will not be obtained from Randgold shareholders; the risk that required regulatory and third party approvals necessary to complete the Merger will not be obtained, or that conditions will be imposed in connection with such approvals that will increase the costs associated with the Merger or have other negative implications for Barrick on a consolidated basis following the Merger; the risk that litigation relating to the Merger may be commenced which may prevent, delay or give rise to significant costs or liabilities on the part of Barrick or Randgold; the risk that Randgold may not be integrated successfully following the Merger; risks relating to certain of the jurisdictions in which Barrick or Randgold 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; and the risks and assumptions described under the headings “Forward-Looking Information” and “Risk Factors” in Barrick’s management information circular dated October 4, 2018 relating to the Meeting and 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. Readers are cautioned not to place undue reliance on forward looking information.
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.