Barrick Mining Corporation (TSX:ABX)
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Sep 18, 2026, 4:00 PM EST
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AGM 2019

May 7, 2019

John L. Thornton
Executive Chairman, Barrick

Good morning, everyone, and thank you for coming. I'm John Thornton, Executive Chairman of Barrick. I'd like to first begin by introducing our board. J. Brett Harvey, Lead Independent Director. Gustavo Cisneros, Chairman of the Corporate Governance and Nominating Committee. Christopher L. Coleman, Chairman of the Compensation Committee. J. Michael Evans, Brian Greenspun, and Andrew J. Quinn. I'd also like to recognize Bill Birchall. Bill, if you could stand up, please. One of the founders of Barrick. I've got some opening remarks and then I'm going to turn it over to Mark Bristow to run the meeting. In my message to you last year, I noted that we operate in a world which is not only increasingly complex, but changing in unpredictable ways, and at an accelerating rate. Since then, it has become even more so, posing a particular challenge for mining companies.

Long-term businesses which have to plan for and invest in a future, where the certainties are shifting and the risks are great. The mining industry has generally struggled in these circumstances to devise and execute strategies capable of delivering real sustainable value. Learning from our own experience in this regard, Barrick launched a new strategic initiative in 2015, designed to reinvent the business in order to secure its long-term success. We called it Back to the Future, because while it looked to new horizons and the ridges that will rise beyond them, our goal was to restore the model and the culture on which Barrick's original ascendancy was built. Over the past year, we have continued to make significant progress with this transformation. Our portfolio is being strengthened through a renewed focus on quality assets with good growth prospects, and the disposal of those deemed to be non-core.

The balance sheet has been restored to a position of strength, and the business model has been recalibrated. Our management structure is flatter and more focused, and we will continue to refine this going forward. 2018 was, in every sense, a transformational year for Barrick. We delivered a solid performance against our 2018 priorities and completed our merger with Randgold Resources. Barrick has implemented a number of best-in-class corporate governance practices, which have been praised by governance groups and proxy advisory firms. In November 2018, we were recognized by the Governance Professionals of Canada for the best engagement by a governance team at a publicly listed company. Following the merger with Randgold Resources, which became effective on January 1st, 2019, Barrick's board was reconstituted with nine directors, six appointed by Barrick and three by Randgold Resources.

Sadly, in late February of this year, shortly before the circular was finalized, María Ignacia Benítez, an independent director since April 2018, passed away. This has set back our pursuit of greater gender diversity, and the Corporate Governance and Nominating Committee is actively looking for an equally qualified female to appoint to the board. Once we have filled the vacancy left by María Ignacia, we will continue to work to appoint an additional female director to further balance the board's skills and gender diversity. Each of the eight remaining directors is nominated for election at this meeting. Following the completion of the merger, the standing committee of the board were streamlined and reconstituted. The reduction in the number of board committees in no way alters the overall responsibilities of the board, nor the importance that it attaches to its tasks.

The board continues to be led by me. Our committees are comprised entirely of independent directors. Strong corporate governance practices are fundamental at each level of our organization and operations. We have a highly engaged board which believes that overseeing and monitoring strategy is a continuous process. We maintain an active shareholder engagement program. We are focused on advancing our risk oversight approach. Equally, Barrick is committed to implementing high standards of environmental performance across all its mines, exploration sites, and closure properties. We believe that focus on environmental management is an integral part of our commitment to sustainable social and economic development. We acknowledge that mining operations can have both positive and negative impacts on the environment. We are committed to minimizing the negative impacts of our activities and maximizing the positive impacts and benefits.

We aim to manage proactively our impact on biodiversity and strive to protect the ecosystems in which we operate. Turning now to some of the early highlights of 2019. We are now one team with one mission: to be the world's most valued gold mining business by finding, developing, and operating the best assets with the best people to deliver sustainable returns for our owners and partners. A new team under the leadership of our President and Chief Executive Officer is in place and off to a good start, with first quarter operating results in line with the company's operating plans and guidance. Building on the success of the Barrick and Randgold merger, in March 2019, we announced an agreement with Newmont to create a joint venture which combines mining operations, assets, reserves, and talent in Nevada. The joint venture will focus on maximizing value creation opportunities.

Ownership will be 61.5% Barrick and 38.5% Newmont, with Barrick as the operator. It will allow us to unlock the enormous geological potential of the Nevada goldfields. This has been attempted many times over more than two decades, and its achievement is a tribute to the new management team. Turning to the AGM business at hand, we are also pleased to share with you that both ISS and Glass Lewis recommend Barrick's shareholders vote for all voting items. I would now like to turn the proceedings over to Mark Bristow, our new President and Chief Executive Officer, who will chair the meeting.

Mark Bristow
President and CEO, Barrick

Thank you, John. Very good morning to you, ladies and gentlemen. With your consent, I will ask Dana Stringer, Barrick's Corporate Secretary, to act as secretary of the meeting and representatives of AST Trust Company to act as scrutineers. There are three matters to deal with as part of the formal business of this meeting, the election of directors, the appointment of an auditor, and an advisory resolution on executive compensation. During the meeting, registered shareholders will have the opportunity to vote via electronic ballot. For shareholders present in person, we will conduct a vote on each resolution by ballot. Shareholders who have already voted by proxy do not need to complete a ballot unless you wish to change your vote. Forms of ballot were distributed to shareholders and proxy holders when they registered with the scrutineers.

Shareholders and proxy holders who have not received a ballot and wish to receive one should now raise their hands so that the scrutineers can distribute to those entitled to vote. Are there anyone that need a ballot? For convenience, certain shareholders or proxy holders have been asked to move and second the resolutions, and following the formal business of the meeting, we'd be happy to respond to any questions. As the scrutineers have confirmed that a quorum of shareholders is present, I declare the meeting to be properly constituted. The annual report, the consolidated financial statements, and the auditor's report have been mailed to shareholders who have requested them. We would be pleased to deal with any relevant questions during the general question period. We will now proceed with the election of directors.

The board, as John has referred to, has determined that the number of directors to be elected at this meeting is eight. I believe Carine has a motion in this regard.

Speaker 3

Good morning. I move that Mark Bristow, Gustavo Cisneros, Christopher Coleman, Michael Evans, Brian Greenspun, Brett Harvey, Andrew Quinn, and John Thornton be elected as directors of Barrick.

Mark Bristow
President and CEO, Barrick

May I have a seconder?

Speaker 4

I second the motion.

Mark Bristow
President and CEO, Barrick

Thank you. If you are participating in the meeting through a virtual platform, please record your votes for directors now. Each shareholder or proxy holder who is present in person should record their vote under item number 1 on the ballot. Please keep your ballot for voting on further matters. Ballots will be collected after the conclusion of the last matter of formal business of today's meetings. When you have finished voting, please sign and also print your name on the ballot. The next item of business is the appointment of an auditor, and I believe Jesse has a motion in this regard.

Speaker 4

Good morning. I move that PricewaterhouseCoopers, LLP be appointed auditor of Barrick, hold office until the close of the next annual meeting of shareholders or until its successor is appointed, and that directors be authorized to set the auditor's remuneration.

Mark Bristow
President and CEO, Barrick

May I have a seconder?

Speaker 3

I second the motion.

Mark Bristow
President and CEO, Barrick

Thank you. If you are participating in the meeting through the virtual platform, please record your vote now. Each shareholder or proxy holder who is present in person should record their vote under item number 2 on the ballot. We will now consider the third item of business set out in the notice of meetings. The board of directors has adopted a non-binding advisory vote relating to executive compensation. I believe Seb has a motion in this regard.

Speaker 5

Good morning. I move that the advisory resolution regarding the company's approach to executive compensation, as set forth in the information circular, be approved.

Mark Bristow
President and CEO, Barrick

May I have a seconder?

Speaker 4

I second the motion.

Mark Bristow
President and CEO, Barrick

Thank you. If you are participating in the meeting through the virtual platform, please record your vote now. Each shareholder or proxy holder who is present in person should record their vote under item number three on the ballot. Once you have completed your ballot, please raise your hand so that the scrutineers can collect your ballot. The formal part of this meeting is now concluded, and we will report the voting results once the scrutineers have tallied the votes. We would now be happy to respond to any questions relating to the business of the meeting. We would ask that you please raise your hand and somebody with a microphone will come to you. Registered shareholders may submit a question by clicking on the message icon displayed on your screen.

We would like to give as many of you as possible an opportunity to participate, please be reminded that all questions should be concise. Let's begin with our first question.

Speaker 5

For the question, you can hold the microphone.

Speaker 6

Okay. I stand up or sit down?

Mark Bristow
President and CEO, Barrick

You can do what you like, Catherine.

Speaker 6

All right, I'll stand up. It is shameful that year after year, since 2008, either I or people affected by your mines from all over the world have had to stand here to testify to ongoing environmental and human rights abuses at your mines. The corroborating reports by independent organizations keep piling up. At your North Mara mine in Tanzania, hundreds of victims of excess use of force by your mine security, these are rape victims of shootings and assaults, are still waiting for equitable remedy.

The International Commission of Jurists noted after their visit that their delegation was, and I'm quoting, "Deeply concerned about the gravity of many of the allegations and the difficulties experienced in accessing adequate remedy and reparations." At your mine in Porgera, Papua New Guinea, victims of excess use of force by your mine security, including rape victims, as well as victims of house burnings and chemical spills, to name but a few, are still waiting for you to work with local organizations to design and implement an equitable remedy mechanism, as called for by your own consultants from BSR last year. This year, Columbia University researchers put out a report finding contamination of streams and rivers around the Porgera mine as a result of your dumping of uncontained mine waste at that mine.

The Columbia report found that as a result of this contamination, local people do not have adequate access to clean drinking water. My questions are, at the Porgera mine, you are seeking to renew your mine lease and you do not have a social license to operate. When will you finally provide local communities with clean drinking water? That should be simple enough and a first step. Work with them to create an equitable remedy mechanism, as called for by BSR. In Tanzania, you are trying to deal with reported allegations of tax evasion, environmental breaches, money laundering, and corruption. When will you focus on creating an independent and equitable remedy mechanism for the many victims of human rights abuses at the North Mara mine? Thank you.

Mark Bristow
President and CEO, Barrick

Thank you for that, Catherine. I think we all know that this is like an echo. You come every year and you make the same statements, and we deal with it, and the more we deal with it, the more you repeat the statements. You've been to Porgera, I know that. Let me try and explain to you in three different boxes. First, Acacia. Acacia is a very difficult problem, as you would imagine. It's situated in Tanzania. Tanzania is going through a critical issue. There's a confrontation between Acacia, which is not Barrick, the Acacia board and Acacia management and the Tanzanian government. We, as a major shareholder in Acacia, are trying to mediate that process to be able to continue to manage our assets in Acacia.

As you heard John refer to, Barrick is very committed to comply and to develop our business as a global resource company, the objective being to create value for all our stakeholders. Not only our shareholders, but the communities in which we operate, the people in the countries we operate, and also the government in the form of the treasury of that government. Where I come from in Africa, I've done that for my whole career, and today, we've been able to change people's lives. We employ about 17,000 people across the African continent, and that excludes Acacia. We've been able to give people a real skill and an opportunity to participate economically in the communities and the countries in which we invest.

By the way, everyone in this country and in other developed countries all started out with a resource base, whether it was agriculture or mining. They've been able to develop their economies and grow their own communities, and we've seen that across our assets in Africa. Tanzania is one of those. Today, Tanzania is a better place than it was back in the end of the last century. Sure, there are issues that you refer to. There are specific issues, and we've dealt with them in the past, and we will always continue to deal with those allegations. I think the numbers and the specifics that you refer to, those are allegations. They are never been proven to be factual.

As you can imagine, in any environment, in any business, there are distractors of what we believe in. We will follow up on every single grievance, and we'll deal with it, which we have done in Acacia, and we will continue to do it. We do not have unfettered access to the Acacia assets, but we do influence our investments as we do in all our other joint ventures. That brings me to Porgera. Again, it's easy to criticize. It's not very easy to make a difference. When I understand you, what you're trying to suggest is that we should leave. If we left Porgera or if Acacia left Tanzania, what would happen? That's the question you should ask yourself. Porgera, if you look, I always say, sure, there are always challenges.

One of the things that I have done immediately is to introduce Grant Beringer as a top executive, a full executive in Barrick, responsible for our sustainability. We've revised all our standards and policies, including our human rights policy, and we review our performance against our values every single week with all the operations in our organization. Let's measure some of the good things that Barrick has done in Porgera. When we got there were a few thousand people. There was no real infrastructure. Today, there's real infrastructure. There's more than 65,000 people in the immediate area of Porgera. If it was such a terrible place, why would almost 60,000 people move there? We have given the community access to power. There was no power when we got there. We have created, you talk about water, clean water.

We have created, today we have more than 114 water tanks. We have a total of about 550,000 liters in our water distribution, which has been done with the community. People have access to clean drinking water. You know because you've been there, I understand. To say that the tailings disposal situation is poisoning the drinking water is not a factual statement. What we will do is. I didn't interrupt you when you were asking your question, would you just respect me answering it? What we will do is continue to work in ways in which we can manage and limit the impact on our environment. Certainly, the solids that are being deposited into the rivers, we've got a plan to manage those solids. We don't have any deleterious chemicals going into the rivers.

The Colombian research that you refer to, we have responded to that publicly. It is on their website, and I believe, Grant, it's on our website. Is it? It's on the business human rights. We've made it public, our response. Your suggestion that there were conclusions that you refer to is not quite true. I think the headline of that research is a little different to the actual content in the report. Again, we will respond to every single bit of factual criticism because our intention is to deal with that. We have no intention to reject anybody's concerns. In that measure, we have really re-looked at our grievance procedure across the organization. We have, just as an example, in the last quarter, dealt with 350 grievances at the Porgera site alone.

Our objective is to get to a point where we have no grievances outstanding on an ongoing basis. Everyone has a right to record a grievance, and they have a right to an answer to that grievance, and we will continue to respect that. The other thing about, just to put it in perspective, for the last 18 years, we have used the services of the CSIRO, which is a government agency in Australia, to monitor our impact on the environment and the river. To this day, we can assure you that we are fully compliant with our permitting requirements. That doesn't mean to say that we can't do better, and we will. On the point of human rights, what you fail to point out is we're the one that engaged BSR. We have taken in their research, and we are currently working.

I am personally involved in that, and we will deal with the issues that have been raised. One of the most important points that were listed in that report was how we manage the grievance procedure. So that's something that we can definitely improve on, and I can assure you that we've already started that improvement. Going back to Acacia, we have followed up on every single individual accusation. Remember, we can't be the police force, or the jury, or the judge, but we can support and encourage best practice. For instance, all the police services that are associated with all our mines across all the emerging markets, we have a very clear strategy that no one should be involved in any policing relationship with our installations if they haven't been through the United Nations Human Rights Program to be able to manage communities.

We do not see police people as people who defend us. We see police people as being community policing, because we are community. 93% of our workforce across our organization are local communities, including Porgera. Our people go home every night to their homes. We know that in Porgera, for instance, there are many bad elements. It's a very complicated social situation there. We are working on how we deal with that. I have a lot of experience in the DRC, the Democratic Republic of Congo, which in times gone by, haven't been that very democratic, as you know. We've worked hand in glove with communities where there was no government installation to find ways on how we can develop people's social and health situations.

For instance, in Kibali, we are really the last source of education, of primary health, of clean water, and so on. The point that I would make to you, if it gives you any comfort, is we have three basic non-negotiables in our engagement with the community. That is potable water is number 1. We will not turn down any reasonable request for potable water. Your point about Porgera, that's number 1 on our priority, and you know it's a very high rainfall area. We already have put a lot into that part of the world, and we will continue to do that. So if you have any suggestions of how we can improve our access and people's access to potable water, again, we are very committed to work with anyone that can improve our reach into supporting people's access to potable water.

Primary health is another one, which is a non-negotiable for us. Then, of course, primary education. Again, if you look at Porgera, it's got a great program of taking young people and giving them enough skill to be able to enter the workforce. As you know, in Papua New Guinea, there are very few opportunities to move out of this sort of subsistence survival mode into something where you actually just earn a little bit of revenue. So we look for that. The other part of Porgera is the sort of banditry part. We're constantly fighting with illegal miners and people who are from outside the area who are pressurizing the social situation in Porgera.

With that, we've invested a lot with international institutions on trying to improve the access to law and order, the whole judiciary process, the ability for independent hearings on people's grievances and so on. We will continue to support that, as we have done in all parts of Africa. On that place, too, just to give the audience the world, because relocation brings a home to you from a place where you don't really, you are just surviving. We have relocated some 60,000 people in Kibali, for instance, and each one of them got a brick-and-mortar home, a real ownership in a plot of land, so the first assets they've ever owned, and access to water. It's changed the community there.

In fact, we started in Kibali with about 30,000 people when we got there to build the Kibali Mine some 10 years ago, and today there are 500,000 people. It's the only local economy in the whole of the DRC apart from the copper. When I was there in late '80s, early '90s, there were only three Land Cruisers available for lease in the entire country. It was the fifth poorest country in the world. Today, Barrick represents about 7% of the GDP. Sort of one in 15 people. We influence one in 15 people in the entire country's population every single day. We've made a difference. Sure, we can improve, but we've made a difference.

The same in Ivory Coast, the same in Tanzania, the same in Papua New Guinea, the same in the Dominican Republic, where we are a substantial component of the fixed direct investment, the GDP itself, the export earnings of the country. When we say that, I don't mean any other way than if you just measure the amount of dollars equivalent that goes into the treasury, that goes into people's pockets because they earn something. All of you earn something today. In Africa, we all forget. We all think we're privileged. We all think it's a right. It's natural to get enough money to wake up tomorrow morning and survive and have the ability to come to this meeting and debate and challenge people. Where I come from, 90% of the population don't have that luxury.

They spend their entire time trying to survive. That's all. The next day. Surely, you agree with me that as a global business, we have an obligation and a responsibility to give people a real opportunity to participate in this global economy. Where we make mistakes or people associated with us make mistakes, absolutely, we respect your right to highlight that to us, and I can assure you that we will respond to that. A clear, careful, concise analysis of the situation, give it to us. We are always open to work with you, and we will address each and every one of them. A general accusation, which has been happening in this meeting for the last number of years, doesn't help anyone. To vilify Barrick is an unconstructive exercise.

I'm sure if you go to the community in Porgera, the real community, the people who are there and live there, they will agree with me that there's better ways to deal with that. Thank you for your criticism and questions, and we will continue to engage. Catherine. Any other questions? Anybody who have logged in? The scrutineers, Dana. Is it the same? Okay, thank you. Now we'll turn to the voting results. The scrutineers have confirmed that each of the eight director nominees named in the information circular has been elected with at least 85% of the votes in favor. The appointment of PricewaterhouseCoopers LLP as auditor and the advisory resolution of the company's executive compensation approach have been approved, each with approximately 92% or higher of the votes in favor.

Anyone who would like to have the specific detail, that detail of the final voting results of all the items of business at today's meeting will be filed on SEDAR. Ladies and gentlemen, thank you very much for coming, and thank you for attending our annual general meeting. I think it's going to be an exciting year ahead of us. The team in Barrick has done an amazing job so far. We have one single objective, and that is to become the most valued gold company on this planet. We specifically refer to valued rather than value because we want people like Catherine to say, "That's a company who really cares. That's a company that wakes up every morning and all its stakeholders are important." Not just shareholders, who are very important, but all our stakeholders. We want to create value for them.

We want to walk down the street and know that people say, "That's a company that really cares both about creating value, delivering value." Value means real value, so that the children of our workers can also benefit from this company. I have no doubt that we have the right people. We've certainly have the right assets to be able to deliver on that vision. Thank you very much, and I look forward to sharing the progress in our voyage with you when we meet again next year. Thank you.