IKN

For immediate release

24 September 2018

RECOMMENDED ALL-SHARE MERGER
of
BARRICK GOLD CORPORATION
and
RANDGOLD RESOURCES LIMITED

Summary

The Boards of Barrick Gold Corporation (“Barrick”) and
Randgold Resources Limited (“Randgold”) are pleased to announce that
they have reached agreement on the terms of a recommended
share-for-share merger of Barrick and Randgold (the “Merger”) to create
an industry-leading gold company.  It is intended that the Merger will
be implemented by means of a court-sanctioned scheme of arrangement of
Randgold and the Randgold Shareholders under Article 125 of the
Companies (Jersey) Law 1991, with the entire issued and to be issued
share capital of Randgold being acquired by Barrick.

Under the terms of the Merger, each Randgold Shareholder will receive:

6.1280 New Barrick Shares for each Randgold Share

This exchange ratio (the “Exchange Ratio”) has been agreed
based on the volume-weighted average prices of Barrick Shares traded on
NYSE, and Randgold ADSs traded on NASDAQ, respectively, over the 20
trading days ended on 21 September 2018 (being the last business day
before this announcement).

Following completion of the Merger, Barrick Shareholders
will own approximately 66.6 per cent.  and Randgold Shareholders will
own approximately 33.4 per cent.  of the New Barrick Group on a
fully-diluted basis. 

Under the terms of the Merger, Barrick and Randgold have agreed that:

·      Randgold Shareholders will
be entitled to receive a Randgold dividend for the 2018 financial year
of USD 2.00 per Randgold Share, subject to approval of the Board of
Randgold (the “Randgold Permitted Dividend”).  The Randgold Permitted
Dividend is expected to be declared on or before the Effective Date,
payable to Randgold Shareholders on or around the Effective Date by
reference to the Scheme Record Time; and

·      subject to the
discretion of the Barrick Board with respect to the declaration of
dividends, Barrick Shareholders will receive a total 2018 annualized
dividend of up to USD 0.14 per Barrick Share.  A Barrick quarterly
dividend of: (i) up to USD 0.03 per Barrick Share will be paid for the
three month period ending 30 September 2018; and (ii) up to USD 0.05 per
Barrick Share (with a record date prior to the Effective Date) will be
paid for the three month period ending 31 December 2018, in each case
if, as and when declared by the Board of Barrick (together, the “Barrick
Permitted Dividends”).

Following completion of the Merger, Randgold Shareholders
will be entitled to receive and retain any Barrick dividends with a
record date after the Effective Date.  The New Barrick Group intends to
grow its dividend from the Barrick level for the financial year ended 31
December 2018 over time, underpinned by stronger cash flow generation,
additional overhead cost savings, asset sale proceeds and lower interest
costs. 

Further details of the arrangements in respect of dividends are set out in section 3 (Dividends) below.