Barrick Mining : Information Circular (Barrick InformationCircular 2026)

Barrick Mining Corporation

Notice of Annual Meeting of Shareholders

May 8, 2026

Information Circular NYSE : B TSX : ABX

Inside this Circular
Letter from the Chairman ..............................................................................	II
Letter from the Lead Director ..........................................................................	IV
Notice of 2026 Annual Meeting .........................................................................	1
Key Terms ...........................................................................................	2
Meeting and Voting Information ........................................................................	4
Business of the Meeting ...............................................................................	11
Barrick's Financial Statements ........................................................................	11
Electing Directors ...................................................................................	11
Appointing the Auditor ...............................................................................	11
Say on Pay Advisory Vote ............................................................................	12
Other Business .....................................................................................	12
Our Commitment to Corporate Governance ..............................................................	13
Directors ............................................................................................	19
Committees of the Board ..............................................................................	26
Report on Director Compensation and Equity Ownership .................................................	29
Compensation Discussion & Analysis ..................................................................	35
2025 Compensation of Named Executive Officers ........................................................	36
Compensation Governance and Oversight ..............................................................	55
Summary Compensation Table ........................................................................	65
Incentive Plan Award Tables ..........................................................................	69
Other Information ....................................................................................	78
Equity Compensation Plan Information .................................................................	78
Directors' and Officers' Indemnification .................................................................	81
Use of Non-GAAP Financial Performance Measures ......................................................	81
Technical Information ................................................................................	86
SCHEDULE A: Additional Corporate Governance Disclosure ..............................................	87
SCHEDULE B: Mandate of the Board of Directors ........................................................	104
SCHEDULE C: Key Characteristics of the Performance Granted Share Unit (PGSU) Awards ...................	106
SCHEDULE D: Key Characteristics of the Restricted Share Unit (RSU) Awards ...............................	109

Letter from the Chairman

March 27, 2026

Dear Fellow Shareholders,

Over the past year, Barrick's leaders largely met or exceeded the goals we set out to you. We met gold and copper production guidance. We generated record operating cash flow of $7.7 billion and free cash flow of $3.9 billion. We increased net earnings by 133%. We returned a record $2.4 billion to shareholders. We resolved our disputes in Mali and regained control of the Loulo-Gounkoto complex. We optimized the portfolio by selling several assets for total cash proceeds of over $2.1 billion. We doubled Fourmile's resource, confirming it as one of the most significant discoveries of the century. While these achievements are meaningful, we are neither complacent nor satisfied. We can always do better, and we will, especially in ensuring the safety of our people.

Our strategy remains straightforward. We concentrate our capital on Tier One assets that can deliver low-cost production over long lives. We grow the business organically through exploration, disciplined project development, and selective acquisitions that strengthen the portfolio. We maintain strict capital discipline to grow per-share value not just now but over the long-term, whatever the gold price may be. We continue to optimize the portfolio and pursue structural initiatives that unlock greater value for our fellow owners.

Last fall, the Board elevated Mark Hill to Group COO and Interim President and CEO, and earlier this year we made him permanent CEO. He has thirty years of mining experience, twenty of them with us. Barrick's DNA-our partnership culture, our balance of ambition with discipline, our obsession with talent and execution-is in his bones. Since his appointment, we are already seeing greater discipline in our operations, more effective use of our deep bench of talent, and renewed focus on safety and asset reliability.

What will our next chapter look like? Some things will change, while the essentials will stay the same.

The primary change will be to our structure. For many years, we have viewed our shares as undervalued. We have a global portfolio of Tier One assets that produce consistent free cash flow, which today are scarce and very difficult to acquire. Our fully funded organic growth projects should increase our production volumes and grow

per-share value well into the future. All our assets, save a very few, are among the most attractive in their jurisdictions, and we have a sterling balance sheet, with substantial liquidity and a significant net cash position. We are in a unique position to take bold and creative steps to unlock even more value and optimize the whole.

The first such step is to pursue an IPO of a company that will hold Barrick's premier North American gold assets: our joint venture interests in Nevada Gold Mines and Pueblo Viejo, and our wholly-owned Fourmile discovery. We will retain a significant controlling majority interest in North American Barrick and continue to benefit financially from it. We expect the IPO to be completed by the end of 2026. In our view North American Barrick will be the most attractive pure gold company in the world, located in the most attractive jurisdiction, with the strongest proven growth pipeline. We would expect to see that value reflected over time in its share price and in the share price of the Barrick parent company. Of our remaining portfolio, we will reduce our

exposure to today's higher-risk jurisdictions, enhance the value of our remaining assets through disciplined investment and strategic initiatives, and strengthen the whole with targeted acquisitions. The resulting structure will attract new shareholders and give our existing owners more tailored exposure to different jurisdictions, metals, and portfolio growth opportunities.

Even as we pursue these structural changes, we will never change who we are or how we work. We will remain tireless in our commitment to growing per-share value for you, our fellow owners. We will be relentless in our pursuit of ever-improving safety and performance. We will continue to use technology, particularly AI, to make us safer, more efficient, and more responsible. We will maintain unwavering discipline in capital allocation, with an uncompromising eye on growing free cash flow per share. We will be responsible stewards of the natural world and invest in the health, education, and well-being of our host communities. We will be good partners: responsible, accountable, faithful.

We are pleased to invite you to Barrick's Annual Meeting of Shareholders on May 8, 2026. You will hear from our leaders and be able to ask about our plans and vote on vital matters. Please join us. As our fellow partners, you are vital to our success. You can find details on how to participate in our Information Circular.

It is a privilege to work on your behalf.

John L. Thornton Chairman

Letter from the Lead Director

March 27, 2026

Dear Fellow Shareholders,

I am pleased to write to you for the first time as Barrick's new Lead Director, following Brett Harvey's steadfast service over more than a decade. Over the past year, the Board of Directors provided strategic leadership and oversight across a range of matters.

In September 2025, we appointed Mark Hill as Group COO and Interim President and CEO, following Mark Bristow's many years of capable leadership. Brett Harvey subsequently led an ad hoc committee on succession, which conducted an extensive search for a permanent CEO. Earlier this year, the Board appointed Mark as President and CEO to lead the Company through the planned IPO process of Barrick's North American gold assets.

Following Mark Hill's appointment, the Board worked closely with him as he restructured the Company's executive leadership team to suit the evolving needs of the Company. A smaller c-suite with fewer reports is better tailored to our more focused portfolio. The new team is tighter and more agile. It can respond faster and more effectively to an ever-accelerating world. It can set strategy with greater focus and drive it with greater urgency.

In December 2025, the Board unanimously authorized the Company's management team to explore an IPO of a company that will hold Barrick's premier North American gold assets. Management and its advisors conducted a thorough and rigorous analysis, and earlier this year the Board authorized management to proceed with the IPO, which we expect to be completed by the end of 2026.

Over the course of 2025, the Board reviewed and oversaw management's efforts to optimize our portfolio, which is now higher in quality and lower in risk. At the same time, we also drove growth. We doubled the resource at Fourmile. We advanced the planned expansion of the Lumwana Copper Mine in Zambia. For the Pueblo Viejo life-of-mine expansion, we built hundreds of new homes, resettled families, and built several critical infrastructure projects.

The Board was also deeply involved in the Company's resolution of its disputes in Mali, which has allowed us to regain control of the Loulo-Gounkoto complex. We remain steadfast in our commitment to maintaining and building trust with all of our partners around the world.

In 2025, the Company fell short in its commitment to safety. Four of our people lost their lives; one is too many. The Board and management believe safety is our number one priority. Every one of our people must go home safe and healthy at the end of the day, every day, without fail. In 2025, the Board's Compensation Committee increased the weighting for Safety in our API scorecard performance from 10% to 15%. The Company has begun an independent review of our safety culture, standards, and practices. We are committed to achieving zero harm and zero deaths in 2026 and every year.

Barrick remains committed to returning value to you. In 2025, we returned a record

$2.4 billion to shareholders. In November 2025, the Board approved a 25% increase in the quarterly base dividend. At our February 2026 meeting, we announced a $0.42 per

share dividend in respect of performance for the fourth quarter of 2025, representing an increase of 140% over the third quarter. We also announced a new dividend policy. Starting in the fourth quarter of 2025, we are targeting a total payout of 50% of attributable free cash flow on an annualized basis, comprised of a fixed base quarterly dividend of $0.175 per share and a performance top-up component at each year-end based on the attributable free cash flow during the year. With our focus now on cash returns, the Board has determined not to renew the annual share buyback program.

Barrick maintains industry-leading equity holding requirements for both our Board and our executives. These requirements create a culture of deep financial and emotional ownership, aligning our leaders' interests with those of long-term shareholders. At year-end, the Chairman held more than 2.7 million Barrick Shares, the CEO held more than 256 thousand Barrick Shares, and Named Executive Officers excluding the former President and Chief Executive Officer collectively owned more than 1.3 million Barrick Shares.

To ensure that Barrick thrives in the twenty-first century, the Board continues to drive the Company's obsession with talent, both among management and the Board.

Following a rigorous selection process to identify and evaluate potential Board candidates, we were pleased to add Pekka Vauramo to our Board. Pekka brings more than two decades of experience successfully leading global companies, including most recently in the mining services sector. Earlier in 2026, we added Robert Samek. From his over thirty years of experience as a senior leader at McKinsey, Robert has advised many of the world's leading mining and natural resources companies. The Board also maintained its commitment to diversity in the broadest and deepest sense. Our directors hail from every geographic region where we operate, and our Board reflects a diversity of background, perspective, and expertise.

We are grateful for your ongoing trust in us as we lead the Company on your behalf.

Loreto Silva Lead Director

Notice of 2026 Annual Meeting

Meeting Information

Date:

Time: Location:

May 8, 2026

10:00 a.m. (Toronto time)

meetings.lumiconnect.com/400-059-668-044

Fellow Shareholders:

You are invited to attend Barrick's 2026 Annual Meeting of Shareholders (the Meeting) at which you will be asked to:

• Elect nine director nominees;

• Appoint PricewaterhouseCoopers LLP as our auditor for 2026; and

• Approve our non-binding advisory vote on our approach to executive compensation.

Shareholders will also transact any other business properly brought before the Meeting.

Barrick's Board of Directors has approved the contents of this Notice and Circular and the sending of this Notice and Circular to our shareholders, each of our directors, and our auditor.

In order to facilitate engagement with shareholders, Barrick is pleased to host a virtual meeting format for this year's Meeting that shareholders may attend by way of a live webcast regardless of their geographic location. Registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to participate, ask questions, and vote in "real time" through an online portal that may be accessed at meetings.lumiconnect.com/400-059-668-044 by following the instructions set out in the Circular. Non-registered shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the online portal. Non-registered shareholders who do not follow the procedures set out in the Circular will nonetheless be able to view a live webcast of the Meeting, but will not be able to ask questions or vote. Please refer to the section of the Circular entitled "Meeting and Voting Information" for additional details.

Your vote is important. As a shareholder, it is very important that you read this material carefully and then vote your common shares of Barrick (Barrick Shares). You are eligible to vote your Barrick Shares if you were a shareholder of record at the close of business on March 9, 2026. You may vote via the Internet webcast or by proxy. See page 5 for further instructions on how you can vote.

Shareholders may contact Kingsdale Advisors, the Company's strategic advisor, by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at [e-mail].

By Order of the Board of Directors,

Joseph Heckendorn Senior Vice-President, Corporate Secretary and Associate General Counsel

March 27, 2026

General Information

In this Circular, "you", "your", and "shareholder" refer to the holders of common shares of Barrick. "We", "us", "our", the "Group", the "Company", and "Barrick" refer to Barrick Mining Corporation, unless otherwise indicated. Information in this Circular is as of March 26, 2026, unless otherwise indicated. All references to US $ or $ are to U.S. dollars and all references to Cdn $ are to Canadian dollars. The annual average exchange rate for 2025 reported by the Bank of Canada was US $1.00 = Cdn $1.3978.

Key Terms

After-Tax Shares	Barrick Shares that are purchased on the open market with after-tax compensation proceeds
API	Annual Performance Incentive
API Scorecards	Annual Performance Incentive Scorecards
Articles	The Notice of Articles and the Articles of Continuation of Barrick
Audit Services Policy	Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services
Barrick Shares	Common shares of Barrick
BCBCA	Business Corporations Act (British Columbia)
Board of Directors or Board	Board of Directors of Barrick
Change in Control Plan	Partner Change in Control Severance Plan
Circular	This 2026 Information Circular
Class 1 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
Clawback Policy	Amended and Restated Incentive Compensation Recoupment Policy
Code	Code of Business Conduct and Ethics
DSUs	Deferred Share Units
E&S Committee	Environmental & Social Oversight Committee
ESG	Environmental, Social, and Governance
Exchange Act	United States Securities Exchange Act of 1934, as amended
Executive Leadership Team	Barrick's Executive Leadership Team, comprised of the Company's six most senior executive officers, being the President and Chief Executive Officer, the Senior Executive Vice-President, Chief Financial Officer, the Chief Development Officer, the Chief Legal and Policy Officer, the Chief Global Affairs Officer, and the Chief Human Resources Officer
GDX	VanEck Gold Miners Exchange Traded Fund
GHG	Greenhouse Gas
Global Peer Group	Agnico Eagle Mines Limited, Anglo American plc, AngloGold Ashanti plc, Antofagasta plc, BHP Group Limited, First Quantum Minerals Ltd., Freeport McMoran Inc., Gold Fields Limited, Kinross Gold Corporation, Newmont Corporation, Rio Tinto Ltd., South32 Limited, Teck Resources Limited, Canadian Natural Resources Ltd., Cenovus Energy Inc., Occidental Petroleum Corporation, and Suncor Energy Inc.
IPO	Initial Public Offering
LTI	Long-Term Incentives
LTIFR	Lost-Time Injury Frequency Rate, a ratio calculated as the product of the number of lost-time injuries and 1,000,000 hours, divided by the total number of hours worked
Meeting	2026 Annual Meeting, to be held on May 8, 2026
Named Executive Officers (NEOs)	President and Chief Executive Officer; Chief Operating Officer, Africa and Middle East, Chief Human Resources Officer; General Counsel and Chief Compliance Officer; former President and Chief Executive Officer; and the former Senior Executive Vice-President, Chief Financial Officer
Nevada Gold Mines	Nevada Gold Mines LLC, Barrick's joint venture with Newmont Corporation in Nevada, USA
Non-Executive Directors	Directors who are not officers or employees of the Company
NYSE	New York Stock Exchange
Partners	Individuals who participate in the Partnership Plan
Partnership Plan	Provides Partners (including the NEOs) with eligibility for the API Program, the PGSU Plan, and the Change in Control Plan
PGSUs	Performance Granted Share Units
ROCE	Return on Capital Employed
RSUs	Restricted Share Units
SEC	U.S. Securities and Exchange Commission
Sustainability Scorecard	A scorecard that measures Barrick's ESG performance based on key performance indicators that are aligned to priority areas set out in Barrick's strategy
TCFD	Task Force on Climate-Related Financial Disclosures

Tier One Copper Asset	An asset with a $3.00 per pound reserve with potential for five million tonnes or more of contained copper in support of at least 20 years life, annual production of at least 200,000 tonnes, with costs per pound in the lower half of the industry cost curve. Tier One Copper Assets must be located in a world-class geological district with potential for organic reserve growth and long-term geologically driven addition
Tier One Gold Asset	An asset with a $1,400 per ounce reserve with potential to deliver a minimum 10-year life, annual production of at least 500,000 ounces of gold and with costs per ounce in the lower half of the industry cost curve. Tier One Gold Assets must be located in a world-class geological district with potential for organic reserve growth and long-term geologically driven addition
TRIFR	Total Reportable Injury Frequency Rate, a ratio calculated as the product of the number of reportable injuries (which includes fatalities, lost-time injuries, restricted duty injuries, and medically treated injuries) and 1,000,000 hours, divided by the total number of hours worked
TSR	Total Shareholder Return
TSX	Toronto Stock Exchange
Non-GAAP Financial Performance Measures Certain financial performance measures in this Circular - namely EBITDA, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Earnings, Free Cash Flow, Total Cash Costs per ounce, All-in Sustaining Costs per ounce and All-in Costs per ounce - are not prescribed by IFRS. These non-GAAP financial performance measures are included because management uses the information to analyze business performance and financial strength. These non-GAAP financial performance measures are intended to provide additional information only and do not have any standardized definition under IFRS and may not be comparable to similar measures presented by other companies. These non-GAAP financial performance measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For further details regarding non-GAAP financial performance measures and a detailed reconciliation to the most directly comparable measures under IFRS, see "Other Information - Use of Non-GAAP Financial Performance Measures" on page 81. Forward-Looking Information This Circular contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information can be identified by the use of words such as "aim", "anticipate", "strive", "will", "expect", "intend", "plan", "believe", "execute", "target", "forecast", or similar expressions, as they relate to the Company. In particular, this Circular includes, without limitation, forward-looking information pertaining to: Barrick's aim to be the world's most valued gold and copper mining business; forward-looking production guidance; our ability to convert resources into reserves and replace reserves net of depletion from production; mine life and production rates; Barrick's global exploration strategy and planned exploration activities; our ability to identify new Tier One assets and the potential for existing assets to attain Tier One status; the ability of our Tier One assets to deliver low-cost production over long lives; Barrick's copper strategy; our plans and expected completion and benefits of our growth and development projects and their impact on the Company's future production volumes and our ability to grow per-share value, including Fourmile, the Pueblo Viejo plant expansion and mine life extension project, the Veladero Phase 8 Leach Pad, Reko Diq, the solar power project at Kibali, and the Lumwana Super Pit Expansion; anticipated production at Nevada Gold Mines, Reko Diq, and Pueblo Viejo; anticipated further increases of mineral resources at Fourmile; capital expenditures related to upgrades and ongoing management initiatives; targeted first production for the Reko Diq project and the Lumwana Super Pit; anticipated project financing for the Reko Diq project; our pipeline of high confidence projects at or near existing operations; resumption of operations at Loulo-Gounkoto mine following the resolution of disputes with the Government of Mali, including adoption of the 2023 Mining Code; Barrick's intention to execute, and the potential benefits (including expected financial and share price impacts) and expected timing of, an initial public offering of its North American gold assets; the Company's ability to leverage improved cost profiles amongst Barrick's existing Tier One Gold Assets; Barrick's strategy, plans, targets, and goals in respect of environmental, social and governance issues, including local community relations, economic contributions and education, employment, and procurement initiatives, and climate change and biodiversity initiatives, including the Company's ability to achieve its sustainability goals, including its climate-related goals and GHG emissions reduction targets, in particular its ability to achieve its Scope 3 emissions targets; Barrick's talent management strategy; Barrick's performance dividend policy and share buyback program; and expectations regarding future price assumptions, financial performance and other outlook or guidance. These statements are based on the reasonable assumptions, estimates, analysis, 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 the Company, as applicable, to be materially different from those anticipated, estimated, or intended. Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this Circular are qualified by these cautionary statements. Specific reference is made to the most recent Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect Barrick's ability to achieve the expectations set forth in the forward-looking statements contained in this Circular. Forward-looking information contained herein is made as of the date of this Circular, and, other than as required by securities law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events, or otherwise unless so required by applicable securities laws. Future Dividends The declaration and payment of dividends is at the discretion of the Board, and will depend on the Company's financial results, cash requirements, future prospects, the number of outstanding Barrick Shares, and other factors deemed relevant by the Board. The Board reserves all powers related to the declaration and payment of dividends. Consequently, in determining any dividends to be declared and paid on Barrick Shares, the Board may revise or terminate the payment level at any time without prior notice. As a result, investors should not place undue reliance on statements relating to future dividends. Share Buyback Program At the February 11, 2025 meeting, the Board of Directors authorized a share buyback program for the repurchase of up to $1.0 billion of the outstanding Barrick Shares over the next 12 months. At the November 7, 2025 meeting of the Board of Directors, on the back of the strong financial performance of the Company, the Board of Directors authorized an increase in the share buyback program for the repurchase of up to an additional $500 million, raising the total to $1.5 billion. During 2025, Barrick repurchased an aggregate of $1.5 billion of Barrick Shares under this share buyback program. A share buyback program has not been authorized for 2026.

Meeting and Voting Information

Proxy Solicitation and Meeting Materials

How we will solicit proxies

Your proxy is being solicited on behalf of Barrick's management in connection with the annual meeting to be held on May 8, 2026 (the Meeting). Management will solicit proxies primarily by mail, but proxies may also be solicited personally by telephone by employees of the Company. The costs of preparing and distributing the Meeting materials and the cost of soliciting proxies will be borne by the Company.

The Company has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, communications, proxy solicitation, and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement at the discretion and direction of the Company. The aggregate fees associated with Kingsdale's solicitation of proxies by mail and telephone pursuant to its retainer are estimated to be approximately $55,000, plus distribution costs and other expenses.

Shareholders may contact Kingsdale Advisors, the Company's strategic advisor, by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at [e-mail].

How we use Notice and Access

We distribute our Information Circular for our annual meetings and related proxy form to our shareholders by sending them a notice of electronic availability of such circular. The notice of electronic availability in respect of the Meeting provides instructions on how to access and review an electronic copy of our 2026 Information Circular for the Meeting (the Circular) and instructions on voting by proxy at the Meeting. This process is known as Notice and Access.

• How Barrick shareholders benefit from Notice and Access: Notice and Access expedites our shareholders' receipt of these materials, lowers printing and distribution costs, and reduces the environmental impact of our Meeting.

• How to obtain a paper copy of our Circular: Shareholders can request a paper copy of the Circular at www.meetingdocuments.com/TSXT/abx or by calling TSX Trust Company (TSX Trust) toll-free at 1-888-433-6443 from Canada and the United States or by calling collect at 416-682-3801 from other locations or by emailing [e-mail]. If you have previously provided instructions to receive a paper copy of our Circular and do not want to receive a paper copy in the future, please contact your intermediary (e.g., a bank, trust company, investment dealer, clearing agency, or other institution).

  How meeting materials will be delivered to shareholders

  The proxy materials are sent to our registered shareholders through our transfer agent, TSX Trust. We generally do not send our proxy materials directly to non-registered (or beneficial) shareholders and instead use the services of Broadridge Investor Communications Corporation (Broadridge) who acts on behalf of intermediaries to send proxy materials. We intend to pay intermediaries to send proxy materials and voting instruction forms to objecting non-registered shareholders.

  Non-registered shareholders are asked to consider signing up for electronic delivery (E-delivery) of the Meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Non-registered shareholders may sign up quickly and easily by going to https://www.proxyvote.com, signing in with your control number, and voting on the matters that come before the Meeting. Following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Having registered for electronic delivery, going forward you will receive your meeting materials by email and will be able to vote on your computer or Internet-enabled device by simply following a link in an email sent to you by your intermediary, provided your intermediary supports this service.

  Meeting Procedures

  Attending the Meeting

  Date:

  Time: Location:

  May 8, 2026

  10:00 a.m. (Toronto time) meetings.lumiconnect.com/400-059-668-044

  Only shareholders of record at the close of business on March 9, 2026 and other permitted attendees may virtually attend the Meeting.

  Attending the Meeting virtually allows registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves or a third-party proxyholder in accordance with the procedures set out below under the heading

  "How can I vote if I am a non-registered shareholder?", to participate, ask questions, and vote at the Meeting using the LUMI meeting platform. Guests, including non-registered shareholders who have not duly appointed themselves or a third party as proxyholder, can log into the virtual Meeting as a guest. Guests may listen to the Meeting, but will not be entitled to vote or ask questions.

• Registered shareholders and duly appointed proxyholders may log in online at meetings.lumiconnect.com/

  400-059-668-044, click on "I have a Control Number", enter the 13-digit Control Number found on the proxy or provided to a duly appointed proxyholder, as applicable, the meeting ID 400-059-668-044, and the password barrick2026 (case sensitive), then click on the "Login" button. For registered shareholders, the Control Number is located on your form of proxy. For duly appointed proxyholders (including non-registered shareholders who have appointed themselves), your Control Number will be provided by TSX Trust provided that you or your proxyholder has been duly appointed in accordance with the procedures outlined in this Circular.

• Non-registered shareholders may view a live webcast of the Meeting by going to the same URL as above and clicking on "I am a guest" or on our website at https://www.barrick.com/investors/agm.

During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the matters put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting.

If shareholders (or their duly appointed proxyholders) encounter any difficulties accessing the Meeting during the check-in, they may attend the Meeting by clicking "Guest" and completing the online form. The LUMI meeting platform is fully supported across Internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Shareholders (or their proxyholders) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the Meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Meeting. Technical support can also be accessed at [e-mail].

For additional information, please see below under "Voting Procedures".

How many shareholders are needed to reach a quorum?

We need to have at least two people present at the Meeting who hold, or represent by proxy, in aggregate, at least 25% of the issued and outstanding Barrick Shares entitled to be voted at the Meeting. On March 26, 2026, the Company had 1,675,508,360 Barrick Shares outstanding. Each Barrick Share is entitled to one vote. Shareholders who participate in and/or vote at the Meeting virtually are deemed to be present at the Meeting for all purposes, including quorum.

Does any shareholder beneficially own 10% or more of the issued and outstanding Barrick Shares?

To the knowledge of the directors and senior officers of the Company, as of March 26, 2026, no person beneficially owned, directly or indirectly, or exercised control or direction over, voting securities carrying 10% or more of the voting rights attached to the outstanding Barrick Shares.

Will Company employees vote their Barrick Shares at the Meeting?

Employees of Barrick are entitled to vote Barrick Shares beneficially owned by them, including those held in our equity compensation plans, at the Meeting. As of March 26, 2026, less than 1% of Barrick Shares were beneficially owned by employees through our equity compensation plans.

Voting Procedures

How do I vote my Barrick Shares?

Please follow the voting instructions based on whether you are a registered or non-registered shareholder:

• You are a registered shareholder if you have a share certificate issued in your name or appear as the registered shareholder on the books of the Company.

• You are a non-registered shareholder if your Barrick Shares are registered in the name of an intermediary (for example, a bank, trust company, investment dealer, clearing agency, or other institution).

If you are not sure whether you are a registered or non-registered shareholder, please contact TSX Trust by email at [e-mail]. Alternatively, please call TSX Trust toll-free at 1-800-387-0825 from Canada and the United States or collect at 416-682-3860 from other locations.

How can I vote if I am a registered shareholder?

Option 1 - By proxy (proxy form)

By Internet:

Go to TSX Trust's website at https://www.meeting-vote.com and follow the instructions on screen. You will need your 13-digit Control Number, which can be found on your proxy form.

See below, under the heading "How will my Barrick Shares be voted if I return a proxy?", for more information.

By Telephone:

Call 1-888-489-5760 (toll-free in Canada and the United States) from a touch-tone phone and follow the instructions. You will need your 13-digit Control Number, which can be found on your proxy form.

Please note that you cannot appoint anyone other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone. See below, under the heading "How will my Barrick Shares be voted if I return a proxy?", for more information.

By Fax:

Complete, sign, and date your proxy form, and send all pages (in one transmission) by fax to 416-595-9593.

See below, under the heading "How will my Barrick Shares be voted if I return a proxy?", for more information.

By Mail:

Complete, sign, and date your proxy form, and return it in the envelope provided.

See below, under the heading "How will my Barrick Shares be voted if I return a proxy?", for more information.

Appointing another person to attend the Meeting and vote your Barrick Shares for you:

You may appoint a person other than the directors and officers designated by the Company on your proxy form to represent you and vote on your behalf at the Meeting. This person does not have to be a shareholder. To do so, strike out the names of our directors and officers that are printed on the proxy form and write the name of the person you are appointing in the space provided. Complete your voting instructions, sign, and date the proxy form, and return it to TSX Trust as instructed. Please ensure that the person you appoint is aware that he or she has been appointed to attend the Meeting virtually on your behalf.

In order to participate in the virtual Meeting, your proxyholder must request a Control Number for the Meeting from TSX Trust by 5:00 p.m. (Toronto time) on May 7, 2026. Control Numbers can be obtained online by completing an electronic form on TSX Trust's website, or by contacting TSX Trust by phone:

Electronic form https://www.tsxtrust.com/control-number-request

By phone Contact TSX Trust at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America)

This Control Number will allow your proxyholder to log in to the live webcast and vote at the Meeting using the LUMI meeting platform. Without a Control Number, your proxyholder will not be able to vote at the Meeting. TSX Trust will provide your duly appointed proxyholder with a Control Number provided that your proxy has been received by TSX Trust prior to this deadline. Please note that you cannot appoint anyone other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone.

For more information, please see above under the heading "Attending the Meeting" and below under the heading "How will my Barrick Shares be voted if I return a proxy?".

Option 2 - In person via Internet Webcast

Registered shareholders have the ability to participate, ask questions, and vote at the Meeting using the LUMI meeting platform. Eligible registered shareholders may log in at meetings.lumiconnect.com/400-059-668-044, click on "I have a Control Number", enter the 13-digit Control Number found on the proxy, the meeting ID 400-059-668-044, and the password barrick2026 (case sensitive), then click on the "Login" button. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting. Non-registered shareholders must follow the procedures outlined below under the heading "How can I vote if I am a non-registered shareholder?" to participate in the Meeting using the LUMI meeting platform. Non-registered shareholders who fail to comply with the procedures outlined below may nonetheless view a live webcast of the Meeting by going to the same URL as above and clicking on "I am a guest" or on our website at www.barrick.com/investors/agm.

How can I vote if I am a non-registered shareholder?

Option 1 - By proxy (voting instruction form)

You will receive a voting instruction form that allows you to vote on the Internet, by telephone, by fax, or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a voting instruction form.

Alternatively, you may receive from your intermediary a pre-authorized proxy form indicating the number of Barrick Shares to be voted, which you should complete, sign, date, and return as directed on the form.

Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to TSX Trust before 5:00 p.m. (Toronto time) on May 6, 2026.

Option 2 - In person via Internet Webcast

We do not have access to the names or holdings of our non-registered shareholders. That means you can only vote your Barrick Shares virtually at the Meeting if you have (a) previously appointed yourself as the proxyholder for your Barrick Shares, by printing your name in the space provided on your voting instruction form and submitting it as directed on the form, and (b) by no later than 5:00 p.m. (Toronto time) on May 7, 2026, you contacted TSX Trust to request a Control Number. Control Numbers can be obtained online by completing an electronic form on TSX Trust's website, or by contacting TSX Trust by phone:

Electronic form https://www.tsxtrust.com/control-number-request

By phone Contact TSX Trust at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America)

This Control Number will allow you to log in to the live webcast and vote at the Meeting. Without a Control Number, you will not be able to ask questions or vote at the Meeting. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the matters put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox.

Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting.

You may also appoint someone else as the proxyholder for your Barrick Shares by printing their name in the space provided on your voting instruction form and submitting it as directed on the form. If your proxyholder intends to participate in the Meeting virtually, he or she must contact TSX Trust at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America) by no later than 5:00 p.m. (Toronto time) on May 7, 2026 to obtain a Control Number for the Meeting.

Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to TSX Trust before 5:00 p.m. (Toronto time) on May 6, 2026. If you plan to participate in the Meeting virtually (or to have your proxyholder attend the Meeting virtually), you or your proxyholder will not be entitled to vote or ask questions online unless the proper documentation is completed and received by your intermediary well in advance of the Meeting to allow them to forward the necessary information to TSX Trust before 5:00 p.m. (Toronto time) on May 6, 2026. You should contact your intermediary well in advance of the Meeting and follow their instructions if you want to participate in the Meeting virtually.

Non-registered shareholders who do not object to their name being made known to the Company may be contacted by Kingsdale Advisors to assist in conveniently voting their Barrick Shares directly by telephone. Barrick may also utilize the Broadridge QuickVote service to assist such shareholders with voting their Barrick Shares. See "How we will solicit proxies" on page 4 for more information.

Shareholders may contact Kingsdale Advisors, the Company's strategic advisor, by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at [e-mail].

Is there a deadline for my proxy to be received?

Yes. Whether you vote by mail, fax, telephone, or Internet, your proxy must be received by no later than 5:00 p.m. (Toronto time) on May 6, 2026. If the Meeting is adjourned or postponed, your proxy must be received by 5:00 p.m. (Toronto time) on the second-last business day before the reconvened meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

As noted above, if you are a non-registered shareholder, all required voting instructions must be submitted to your intermediary sufficiently in advance of this deadline to allow your intermediary time to forward this information to TSX Trust. Barrick reserves the right to accept late proxies and to waive the proxy cut-off deadline, with or without notice, but Barrick is under no obligation to accept or reject any particular late proxy.

Will virtually attending the Meeting impact my ability to participate in the Meeting?

This year, Barrick is pleased to host a virtual Meeting in which shareholders can participate by following the instructions in this Circular and attend virtually by way of a live webcast regardless of geographic location. The Company values shareholder participation and feedback, and expects that shareholders attending the Meeting virtually will have substantially the same opportunity to participate in the Meeting and ask questions of the Board and management as they would if attending the Meeting in person.

Shareholders attending the Meeting will be able to submit their votes by virtual ballot during the Meeting through the LUMI meeting platform. The Chair of the Meeting will indicate the time at which polls open and close, and voting options will be visible on your screen. Shareholders who wish to vote virtually at the Meeting should follow the instructions set out above under the heading "Voting Procedures". Barrick has employed the LUMI virtual meeting at shareholder meetings since 2018, and the Chair of the Meeting is experienced and knowledgeable in its use.

At the Meeting, registered shareholders, non-registered shareholders, and their duly appointed proxyholders who have followed the instructions in this Circular will be able to ask questions in "real time" through the online Meeting portal by sending a written message to the Chair of the Meeting through the LUMI meeting platform. To ensure you have the ability to ask questions during the Meeting, it is important that you follow the instructions set out above under the headings "Attending the Meeting" and "Voting Procedures".

Registered shareholders, non-registered shareholders, and their duly appointed proxyholders who wish to ask questions are encouraged to submit their questions as soon as possible during the Meeting. Questions can be submitted in the text box (chat feature) of the LUMI meeting platform. During the Meeting, shareholders will also be able to provide direct feedback to management during the question-and-answer segment of the Meeting by submitting any feedback in the text box (chat feature) of the LUMI meeting platform.

The Chair of the Meeting and members of management present at the Meeting will answer questions relating to matters to be voted on before a vote is held on such matter, if applicable. General questions will be addressed at the end of the Meeting during the question-and-answer segment. Questions will be read aloud before a response is provided. So that as many questions as possible may be answered, shareholders are asked to be brief and concise and to address only one topic per question.

Consistent with an in-person Meeting, the Chair of the Meeting has broad authority and discretion to conduct the Meeting in an orderly manner, including determining the order in which questions are answered, the amount of time devoted to answering any one question, and the appropriateness of a question. While all questions are welcome, the Company does not intend to respond to questions that are irrelevant to the Company's operations or to the business of the Meeting; relate to non-public information concerning the Company; relate to personal grievances or personal business interests; constitute derogatory references to individuals or that are otherwise offensive to third parties; are repetitious or have already been asked by other shareholders; or are out of order or not otherwise appropriate, as reasonably determined by the Chair of the Meeting. Questions from multiple shareholders on the same topic or that are otherwise related will, to the extent practicable, be summarized and answered together.

For any questions asked but not answered during the Meeting due to time constraints, shareholders may contact the Corporate Secretary at [e-mail]. A video and audio recording of the Meeting, as well as a list of the questions received during the Meeting and the Company's responses, will be available on Barrick's website shortly following the Meeting.

Any shareholder who validly submitted a proposal before the Meeting will be afforded a reasonable opportunity to present the proposal to the Meeting. Shareholders will be able to vote on any validly submitted shareholder proposal in the same manner they would on any item of business that properly comes before the Meeting. There are no shareholder proposals being considered at this year's Meeting.

Technical support will be available on the LUMI meeting platform on the day of the Meeting via email at [e-mail].

How will my Barrick Shares be voted if I return a proxy?

By completing and returning a proxy, you are authorizing the person named in the proxy to attend the Meeting and vote your Barrick Shares on each item of business according to your instructions. If you have appointed the designated directors or officers of Barrick as your proxy and you do not provide them with voting instructions, they will vote your Barrick Shares as follows:

• FOR the election of the nine nominee directors to the Board;

• FOR the appointment of PricewaterhouseCoopers LLP as the Company's auditor and the authorization of the directors to fix the auditor's remuneration; and

• FOR the advisory resolution approving the Company's approach to executive compensation.

  What happens if there are amendments, variations, or other matters brought before the Meeting?

  Your proxy authorizes your proxyholder to act and vote for you on any amendment or variation of any of the business of the Meeting and on any other matter that properly comes before the Meeting. Your proxy is effective at any continuation following an adjournment of the Meeting. As of March 26, 2026, no director or officer of the Company is aware of any variation, amendment, or other matter to be presented for a vote at the Meeting.

  What if I change my mind after I have submitted my proxy?

  You can revoke a vote you made by proxy by:

• Voting again on the Internet or by telephone before 5:00 p.m. (Toronto time) on May 6, 2026;

• Completing a proxy form or voting instruction form that is dated later than the proxy form or voting instruction form that you are changing, and mailing or faxing it as instructed on your proxy form or voting instruction form, as the case may be, so that it is received before 5:00 p.m. (Toronto time) on May 6, 2026; or

• Any other means permitted by law.

  If you are a registered shareholder, you can also revoke a vote you made by sending a notice in writing from you or your authorized attorney to our Corporate Secretary so that it is received before 5:00 p.m. (Toronto time) on May 6, 2026.

  Is my vote by proxy confidential?

  Yes. All proxies are received, counted, and tabulated independently by TSX Trust, our transfer agent, or Broadridge, in a way that preserves the confidentiality of shareholder votes, except:

• As necessary to permit management and the Board of Directors to discharge their legal obligations to the Company or its shareholders, or to determine the validity of the proxy;

• In the event of a proxy contest; or

• In the event a shareholder has made a written comment on the proxy intended for management or the Board of Directors.

Need help casting your vote?

For assistance with casting your vote, please contact Kingsdale Advisors at:

Kingsdale Advisors

Toll-Free within Canada and the United States:

1-866-851-2571

Text and call enabled outside North America:

647-251-9704

Email: [e-mail]

How can you obtain more information about the proxy voting process?

If you have any questions about the proxy voting process, please contact your intermediary (e.g., bank, trust company, investment dealer, clearing agency, or other institution) or our Investor Relations Department at:

Toll-Free within Canada and the United States: 1-800-720-7415

Call collect: 416-307-7474

Fax: [phone]

Email: [e-mail]

Other Important Information

What is the deadline for making a shareholder proposal at the next annual meeting?

The final date for submission of proposals to shareholders for inclusion in the Information Circular in connection with next year's annual shareholders' meeting is February 8, 2027.

Are any shareholder proposals being considered at the Meeting?

There are no shareholder proposals being considered at the Meeting.

How do I nominate a candidate for election as a director at the Meeting?

Barrick's Articles set out advance notice procedures for director nominations, which require advance notice to the Company by any shareholder who intends to nominate any person for election as a director of the Company other than pursuant to (a) a requisition of a general meeting made pursuant to the provisions of the BCBCA, (b) a proposal made pursuant to the provisions of the BCBCA, or

(c) a nomination by or at the direction of the Board, including pursuant to a notice of the meeting. Among other things, the Articles fix a deadline by which shareholders must notify the Company of their intention to nominate directors and set out the information that shareholders must provide in the notice for it to be valid. These requirements are intended to provide all shareholders with the opportunity to evaluate and review all proposed nominees and vote in an informed and timely manner regarding said nominees. The Articles are available on our website at www.barrick.com, SEDAR+ at www.sedarplus.ca, and EDGAR at www.sec.gov. As of

March 26, 2026, the Company has not received any notice of a shareholder's intention to nominate directors at the Meeting pursuant to the "Nomination of Directors" provisions of the Articles.

Where can I review financial information relating to the Company?

Our financial information is contained in our comparative audited annual financial statements for the year ended December 31, 2025, and related Management Discussion & Analysis, both of which can be found in our 2025 Annual Report on our website at www.barrick.com, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.

How do I obtain copies of the Company's disclosure documents?

If you would like to receive our Annual Report by mail next year, you can do so by checking the appropriate box included on your form of proxy or your voting instruction form.

If you have not previously indicated that you would like to receive our 2025 Annual Report by mail and would like to receive a copy, please contact TSX Trust by email at [e-mail]. Alternatively, please call TSX Trust toll-free at 1-800-387-0825 from Canada and the United States or collect at 416-682-3860 from other locations.

Barrick will provide to any person, upon request to our Investor Relations Department, a copy of our 2025 Annual Report, our latest Annual Information Form, and this Circular. Our public disclosure documents are also available on our website at www.barrick.com, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.

Business of the Meeting

We are asking our shareholders to vote on the matters below. The Board recommends that you vote FOR all of these resolutions.

• Elect nine director nominees

• Appoint PwC as our auditor for 2026

• Approve our non-binding advisory vote on our approach to executive compensation

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 9, 2026. To make sure your Barrick Shares are represented at the Meeting, you may cast your vote virtually through the LUMI meeting platform, or by submitting your proxy or voting instruction form. See page 5 for more details on how you can vote.

Shareholders may contact Kingsdale Advisors, the Company's strategic advisor, by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at [e-mail].

Barrick's Financial Statements

We will place before the Meeting our consolidated financial statements, including the related auditor's report, for the year ended December 31, 2025. Our financial statements are included in our 2025 Annual Report. The 2025 Annual Report will be mailed to shareholders who request a copy. Our financial statements are also available on our website at www.barrick.com, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.

Electing Directors

You will be electing a Board of Directors consisting of nine members. Please refer to the section entitled "Directors" on page 19 of this Circular for biographies and more information on the nominees. Directors elected at the Meeting will serve until the end of our next annual shareholders' meeting or until their resignation, if earlier.

The Board recommends a vote FOR all the director nominees.

If Mark F. Hill, John L. Thornton or Loreto Silva is your proxyholder and you have not given instructions on how to vote your Barrick Shares, they will vote "FOR" the election of the nine nominees named in this Circular. If a proposed nominee is unable to serve as a director or withdraws his or her name, the individuals named in your form of proxy or voting instruction form reserve the right to nominate and vote for another individual in their discretion.

Majority Voting

Barrick has adopted a majority voting policy, as described in its Corporate Governance Guidelines available on our website at https://www.barrick.com/about/governance. Any nominee proposed for election as a director in an uncontested election who receives a greater number of votes withheld than votes in favor of his or her election must promptly tender his or her resignation to the Chairman, or in the case of the Chairman, to the Lead Director. Any such resignation will take effect on acceptance by the Board. This policy applies only to uncontested elections of directors where the number of nominees is equal to the number of directors to be elected. The Environmental, Social, Governance & Nominating Committee (ESG & Nominating Committee) will expeditiously consider the director's offer to resign and make a recommendation to the Board on whether it should be accepted, provided that the resignation must be accepted absent exceptional circumstances. The Board will have 90 days to make a final decision and will announce such decision by press release, a copy of which will be provided to the TSX in accordance with Barrick's standard procedure. The affected director will not participate in any Committee or Board deliberations relating to the tendered resignation.

Appointing the Auditor

The Board recommends a vote FOR the appointment of PwC as Barrick's auditor.

If Mark F. Hill, John L. Thornton, or Loreto Silva is your proxyholder and you have not given instructions on how to vote your Barrick Shares, they will vote "FOR" the appointment of PwC as Barrick's auditor.

The Board, on the recommendation of the Audit & Risk Committee, recommends that PricewaterhouseCoopers LLP (PwC) be reappointed as auditor and that the Board be authorized to set the auditor's remuneration. The audit firm appointed at the Meeting will serve until the end of the Company's next annual shareholders' meeting.

PwC has been our external auditor since 1983. In keeping with the Company's commitment to maintain and observe market-leading corporate governance practices and financial reporting standards, Barrick undertook an external audit tender process in February 2023 pursuant to which it received and considered submissions from four leading audit service firms, including PwC. As a result of

this process, the Audit & Risk Committee recommended the reappointment of PwC as Barrick's auditor. The Board accepted the recommendation of the Audit & Risk Committee and approved the reappointment of PwC on November 1, 2023.

PwC is independent within the meaning of the rules of the Public Company Accounting Oversight Board and, as required by the relevant SEC rules, Barrick's lead audit partner at PwC rotates every five years (including most recently in February 2026). In addition, the Audit & Risk Committee has adopted a Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services (Audit Services Policy) for the pre-approval of services performed by Barrick's auditor. The objective of the Audit Services Policy is to specify the scope of services permitted to be performed by the Company's auditor and to ensure that the independence of the Company's auditor is not compromised through engaging the auditor for other services. All services provided by the Company's auditor are pre-approved by the Audit & Risk Committee as they arise or through an annual pre-approval of services and related fees. All services performed by Barrick's auditor comply with the Audit Services Policy and professional standards and securities regulations governing auditor independence. For additional information regarding the mechanisms Barrick has adopted to ensure auditor independence, please see "Procedures for Complaints Regarding Accounting Matters and Auditor Independence Mechanisms" in Schedule A of this Circular.

What were PwC's fees for 2025 and 2024?(1)
In millions of dollars	2025	2024
Audit fees(2)	$10.3	$9.7
Audit-related fees(3)	$0.4	$0.2
Tax compliance and advisory fees(4)	$0.2	$0.2
All other fees	$0.0	$0.0
Total	$10.9	$10.1

1. The classification of fees is based on applicable Canadian securities laws and U.S. Securities and Exchange Commission (SEC) definitions.

2. Audit fees include fees for services rendered by the external auditor in relation to the audit and review of Barrick's financial statements (inclusive of disbursements), the financial statements of its subsidiaries, and in connection with the Company's statutory and regulatory filings.

3. In 2024 and 2025, audit-related fees primarily related to a number of projects including compliance with regulatory filing requirements in local markets and translation services.

4. Tax fees mainly related to tax planning, compliance services and audit support for various jurisdictions.

Say on Pay Advisory Vote

The Board has adopted a non-binding advisory vote relating to executive compensation to solicit feedback on our approach to executive compensation. The Say on Pay advisory vote held in 2025 was supported by 91.28% of the votes cast at our 2025 annual meeting. Shareholders have the opportunity to vote "For" or "Against" the Company's approach to executive compensation through the following advisory resolution:

"RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Barrick's Information Circular relating to the 2026 Annual Meeting of Shareholders."

Since this vote is advisory, it will not be binding on the Board. The Board remains fully responsible for its compensation decisions and is not relieved of this responsibility by a positive or negative vote. However, the Board and the Compensation Committee will consider the outcome of the vote as part of their ongoing review of executive compensation and shareholder engagement feedback. The Company plans to hold an advisory vote on our approach to executive compensation on an annual basis. For details regarding Barrick's executive compensation framework and governance, please see the section of this Circular entitled "Compensation Discussion & Analysis" beginning on page 35.

The Board recommends a vote FOR the approval of the advisory vote on executive compensation.

If Mark F. Hill, John L. Thornton, or Loreto Silva is your proxyholder and you have not given instructions on how to vote your Barrick Shares, they will vote "FOR" the approval of the advisory vote on executive compensation.

Other Business

Following the conclusion of the formal business to be conducted at the Meeting, we will invite questions and comments from shareholders and proxyholders attending the Meeting.

As of the date of this Circular, management is not aware of any changes to the items listed above and does not expect any other business to be brought forward at the Meeting. If there are changes or new business, your proxyholder can vote your Barrick Shares on these items as he or she sees fit.

Our Commitment to Corporate Governance

Effective governance is a foundation of our performance and success.

Strong corporate governance is fundamental to our business. It ensures we perform with integrity, respect, and excellence. The following sections provide an overview of how we approach corporate governance and risk oversight. Schedule A of this Circular contains additional disclosure of our other corporate governance practices in accordance with the applicable rules and standards of the Canadian Securities Administrators, the Toronto Stock Exchange (TSX), and the New York Stock Exchange (NYSE). We are committed to having state-of-the-art governance practices, and we generally abide by the rules of the NYSE Standards, even though most of them do not directly apply to Barrick as a Canadian company.

• Non-Executive Chairman and Independent Lead Director

• Fully Independent Committees

• Majority Voting Policy

• Annual Board Evaluation Process

• Board Orientation Program

• Board Continuing Education Program

• Shareholder Engagement Policy

• Diversity Policy

• Board Interlocks Guidelines

• Share Ownership Policy (Directors, Officers, Partners)

• Anti-Hedging Policy

• Clawback Policy and Executive Officer Recovery Policy

• Annual Advisory Vote on Executive Compensation

• Code of Business Conduct and Ethics

Board and Senior Leadership Structure

John L. Thornton serves as Chairman of Barrick, leading the Board and serving as the custodian of the Company's strategy. Mark F. Hill is President and Chief Executive Officer, overseeing the day-to-day operations of the business and leading the Company's Executive Leadership Team.

In 2025, Barrick restructured its management team to suit the evolving needs of the Company. The new Executive Leadership Team is a smaller C-suite with fewer reports. It is tighter and more agile. It can respond faster, more effectively, and with greater accountability to an ever-accelerating world.

Board of Directors

In carrying out its oversight function, our Board of Directors, as the voice of all owners, reviews with management and sets the Company's priorities in keeping with our purpose and values. See "Board Mandate and Responsibilities" in Schedule A of this Circular.

Chairman

The Chairman is appointed by the Board. His primary functions include providing leadership and direction to the Board, and facilitating the functions and responsibilities of the Board according to its mandate. In addition to the responsibilities applicable to all other directors, the Chairman's responsibilities include, among other things, providing leadership to the Board in overseeing the Company's strategy and supervising management's progress against the Company's strategic goals, ensuring that the interests of various stakeholders are considered by the Board, receiving concerns addressed to the Board from key stakeholders about the Company's governance, strategy, corporate conduct, business integrity, sustainability and executive compensation programs, and consulting with the President and Chief Executive Officer and other directors, where appropriate, to determine appropriate responses; and taking all reasonable steps to ensure that Board decisions are implemented. See "Our Governance and Leadership Structure -Chairman" in Schedule A of this Circular.

President and Chief Executive Officer

The President and Chief Executive Officer is appointed by the Board and reports to the Chairman and the Board. The President and Chief Executive Officer has overall responsibility, subject to the oversight of the Chairman and the Board, for managing the Company's business on a day-to-day basis and monitoring operational performance, general supervision of the business of the Company and the execution of the Company's operating plans and, working with the Chairman, execution of the Company's strategic priorities. The President and Chief Executive Officer is responsible for managing the Company's internal control framework and reporting to the ESG & Nominating Committee on Barrick's progress towards its corporate responsibility objectives. Among other things, the President and Chief Executive Officer is also responsible for leading our restructured Executive Leadership Team and overseeing our decentralized management ethos with a strong ownership culture and maintaining a streamlined management and operational structure to eliminate non-essential costs. See "Our Governance and Leadership Structure - President and Chief Executive Officer" in Schedule A of this Circular.

Executive Leadership Team

The restructured Executive Leadership Team is comprised of Barrick's six most senior executive officer positions, being the President and Chief Executive Officer, the Senior Executive Vice-President, Chief Financial Officer, the Chief Development Officer, the Chief Legal and Policy Officer, the Chief Global Affairs Officer, and the Chief Human Resources Officer. Under the leadership of the President and Chief Executive Officer, the Executive Leadership Team is responsible for executing the strategic priorities set by the Board at the highest possible standard and delivering Barrick's key organizational priorities, including best-in-class operations, financial prudence and strategy, effective capital allocation and investment management, portfolio optimization, exploration initiatives, talent management, and workforce safety. A broader Executive Committee is comprised of the Executive Leadership Team and other executives of the Company who together set strategy, allocate people and capital according to the Company's strategic priorities, and provide advice and assistance to Regional Chief Operating Officers tasked with determining how best to maximize the long-term value of their respective businesses.

Regionally-Focused Leadership Teams

Barrick has established regionally-focused leadership teams in North America, Latin America and Asia Pacific, and Africa and the Middle East. By delegating authority to the leaders of each region, we create a strong ownership culture, streamline management and operations, and reduce costs.

Barrick has also established leadership teams focused on: (i) finance, risk management, business assurance and information technology; (ii) strategic matters; (iii) exploration and geology; (iv) mineral resource management; (v) metallurgy, engineering, and capital projects; (vi) health, safety and environment, and sustainability; (vii) legal; (viii) human resources; (ix) corporate communications; (x) commercial and supply chain; and (xi) mining. Each of these teams, together with the regional operating teams, reports directly to the President and Chief Executive Officer.

Our Approach to Corporate Governance

Our Board is independent.

• • New Lead Independent Director: In 2025, the Board appointed Ms. Loreto Silva as Lead Director. In succeeding Mr. J. Brett Harvey after more than a decade in the role, Ms. Silva brings a fresh perspective that will further strengthen the Company's governance and foster Board renewal.

  • Non-Executive Chairman: On February 13, 2024, following a thorough review of our Board leadership structure, our Executive Chairman transitioned to the Chairman role.

  • Board Independence: We satisfy the minimum independence standard of two-thirds of our Board, as required by our Corporate Governance Guidelines.

  • Committee Independence: All of our Board committees are comprised entirely of independent directors.

  • Independent Sessions: Our Corporate Governance Guidelines mandate that an in camera session follows every Board meeting (including special meetings) at which the independent directors meet without the non-independent directors and without any other officers or employees present.

  • Enhanced Board Interlocks Policy: Our guidelines limit the number of board interlocks that can exist at any time to no more than two and prohibit any senior executive of Barrick from serving on the board of directors of another public company if any senior executive of such other company serves on the Board of Barrick. A board interlock occurs when two or more of Barrick's directors also serve together as directors of another public company. As of March 26, 2026, there are no board interlocks on the Board.

    Our Board is effective.

• • Board Assessment: The Board, its committees, and individual directors participate in an annual assessment in which the Lead Director and the Chair of the ESG & Nominating Committee jointly interview each of the directors. The interview process includes director peer reviews and specific questions relating to the effectiveness of the Chairman, the Lead Director, and the committee chairs. The results of the assessment are reviewed with the entire Board, and the Lead Director and Chair of the ESG & Nominating Committee meet with the individual directors to share feedback from the peer reviews.

  • Continuing Education for Directors: Continuing education sessions are incorporated into all regularly scheduled Board meetings, and new directors participate in a robust director orientation program. For further details on the education and orientation programs for 2025, see "Board Orientation and Continuing Education" in Schedule A of this Circular.

  • Outside Board Memberships: Our Corporate Governance Guidelines require directors to dedicate the required time and attention to their role in order to properly discharge their responsibilities, and to recognize that service on boards or committees of other organizations should be consistent with the Company's conflict of interest standards as set out in our Code of Business Conduct and Ethics. As of March 26, 2026, none of our Non-Executive Directors serves on more than three public company boards in addition to the Board.

    Our Board is responsive.

• • CEO Search Committee: In 2025, the Board established an ad hoc committee on succession, chaired by Mr. J. Brett Harvey, to oversee an extensive search for a permanent President and Chief Executive Officer. Given the strong performance of the business under Mark Hill's leadership following his appointment as Group COO and Interim President and Chief Executive Officer, on February 4, 2026, the Board appointed him as President and Chief Executive Officer.

  • Streamlined Senior Leadership Structure: In 2025, the Board oversaw the Company restructure its senior leadership, as described in "Board and Senior Leadership Structure" on page 13 of this Circular.

  • Leading Strategic Direction: In February 2026, following a rigorous financial and operational analysis by management and its advisors, the Board authorized management to begin preparations for an IPO of an entity that will hold Barrick's premier North American gold assets. Over the course of 2025, the Board worked closely with management on the sales of the Hemlo gold mine in Canada, the Tongon gold mine in Côte d'Ivoire, the Alturas project in Chile, and our 50% interest in the Donlin project in Alaska, for aggregate cash proceeds in excess of $2.1 billion. The Board worked closely with management to resolve the Company's disputes in Mali and regain control of the Loulo-Gounkoto mine. The Board directed management to review all aspects of the Reko Diq project, including its security arrangements, development timetable, and capital budget.

  • New Dividend Policy: In February 2026, the Board declared a dividend of $0.42 per Barrick Share, an increase of 140% over the third quarter of 2025, based on a new dividend policy adopted in the fourth quarter of 2025. The Company's new dividend policy targets a total payout of 50% of attributable free cash flow on an annualized basis, comprised of a fixed base quarterly dividend of $0.175 per share and a performance top-up component at each year end based on the attributable free cash flow during the year.

  • Majority Voting Policy: Any nominee proposed for election as a director who receives a greater number of votes withheld than votes in favor of his or her election, in an uncontested election, must promptly tender his or her resignation to the Chairman, or in the case of the Chairman, to the Lead Director. The resignation will be accepted absent exceptional circumstances.

  • Shareholder Engagement Policy: The Board has adopted a formal Shareholder Engagement Policy to facilitate an open dialogue and exchange of ideas between our Board and our shareholders. We encourage our shareholders to review the policy and to reach out to our directors to discuss matters of significance. The Shareholder Engagement Policy is available at https://www.barrick.com/about/governance.

  • Shareholder Engagement: Barrick engages regularly with shareholders through its year-round shareholder engagement program and is committed to an open and constructive dialogue with shareholders and other stakeholders. Throughout 2025, Barrick met with significant shareholders representing approximately 43% of the issued and outstanding Barrick Shares (as of December 31, 2025) to discuss topics spanning Barrick's performance, sustainability strategy, health and safety plan, environmental goals, human capital strategy, and other governance-related matters.

  • Sustainability-Focused Shareholder Engagement: Throughout 2025, the Group Sustainability Executive met with shareholders and potential investors of varying sizes and investment strategies, investor-stewardship groups, and ESG ratings firms to discuss Barrick's sustainability vision, policies, approach, and site-level performance, including Board and management oversight of sustainability matters, with tailored agendas to facilitate deeper engagement on those organizations' respective priorities.

  • Annual Sustainability Update: On August 1, 2025, Barrick hosted a virtual presentation and Q&A session on the Company's sustainability strategy, performance, and targets that was attended by investors, leading ESG ratings firms, and key analysts. A recording of this event can be found on our website. The Former President and Chief Executive Officer, Group Sustainability Executive, and senior members of the sustainability management team provided an overview of the development progress and socio-economic benefits created at our operations for all stakeholders, the protection of health and safety at our mines and host communities, our approach to human rights due diligence, and our strategies to minimize the environmental impact of our operations.

  • Site Visits: On September 18, 2025, Barrick hosted a site visit to the Nevada Gold Mines joint venture that was attended by significant shareholders and key sell-side analysts. The senior executives and local leadership teams presented detailed progress at Fourmile. The investment community was fully briefed on Fourmile's scale and grade, which gave analysts an opportunity to assess its future value. On September 25, 2025, Barrick hosted a site visit to its Lumwana copper mine in Zambia which was attended by key shareholders and analysts. The Chief Operating Officer for the Africa and Middle East region and other senior members of management highlighted details of Barrick's planned Super Pit Expansion project at Lumwana as part of its copper growth strategy and its development project pipeline.

  • Quarterly Results Presentations: During 2025, the President and Chief Executive Officer hosted four presentations to discuss Barrick's quarterly financial, operational, and exploration results, as well as updates on our strategy and organizational structure. The first three presentations were held in-person in Toronto, Canada and via a live video stream which allowed participants to ask questions and participate in "real time". The fourth presentation was held in-person in London, England and also via live video stream.

    Our approach to corporate governance evolves with state-of-the-art practices.

• • Diversity Policy: Since it was adopted in 2015, our Diversity Policy has evolved with best practices to support our ongoing commitment to Board renewal and refreshment. Our slate of nine director nominees for election at the Meeting come from the various jurisdictions in which we operate and have the appropriate mix of mining and business acumen, other skills, and backgrounds that reflect the diversity of our stakeholders. Barrick has put forward a slate of nominees of which one-third are women and one-third self-identify as racially and/or ethnically diverse. Each director nominee contributes to the Board's overall diversity by providing, among other characteristics, a diversity of thought, perspective, personal and professional experience, and cultural background.

  • Robust Clawback and Recovery Policies: Our Clawback Policy subjects incentive compensation paid or granted to the NEOs, other Partners, and other select senior employees to clawback in cases of a material financial misstatement or a determination by the Board that wrongful conduct has occurred, in each case, that resulted in a participant receiving a higher amount of incentive compensation than would have been received absent the material misstatement or wrongful conduct, as applicable. In addition, our Executive Officer Recovery Policy, which was adopted in November 2023, complies with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act and the applicable NYSE listing standards and requires, among other things, Barrick to promptly recover any specified incentive compensation received by any current or former executive officer in the event of an accounting restatement required due to material noncompliance by the Company with any financial reporting requirements under securities laws applicable to the Company in connection with its listing on the NYSE. See "2025 Compensation of Named Executive Officers - Managing Compensation Risks - Clawback Policy and Executive Officer Recovery Policy" on page 59.

  • Share Ownership Policies for Non-Executive Directors and Executives: Barrick maintains minimum share ownership requirements for its directors, executives, and other officers. Our Chairman and Non-Executive Directors are required to hold at least three times the value of their annual retainer in Barrick Shares and/or Deferred Share Units (DSUs) within five years of joining the Board. Our NEOs, including the President and Chief Executive Officer, are required to hold five times their salary in Barrick Shares, Restricted Share Units (RSUs), and Performance Granted Share Units (PGSUs) within five years from the date they become a Partner. To further underscore our commitment to maintaining market-leading share ownership requirements, Partners are required to retain at least 50% of their share ownership requirement in actual Barrick Shares. As at December 31, 2025, Non-Executive Directors held Barrick Shares and DSUs with a value of over $30 million. As at December 31, 2025, our Chairman held Barrick Shares with a value of over $119 million, our President and Chief Executive Officer held Barrick Shares, and PGSUs with a value of over $27 million and the remaining NEOs, excluding the Former President and Chief Executive Officer, held Barrick Shares, PGSUs, and RSUs, as applicable, with a value of over

    $75 million. See "Report on Director Compensation and Equity Ownership - Director Share Ownership Requirements" on page 30 and "2025 Compensation of Named Executive Officers - Managing Compensation Risks - NEO Share Ownership Requirements" beginning on page 60.

  • Anti-Hedging Policy: Barrick has a formal Anti-Hedging Policy prohibiting all officers and directors from hedging the economic exposure of their ownership of Barrick Shares and equity-based LTI compensation.

  • Enhanced Shareholder Communication: In addition to our Shareholder Engagement Policy and a specialized Investor Relations email address, Barrick has a designated Investor Relations hotline that provides shareholders with improved access to the Company and facilitates shareholder engagement. Shareholders may communicate their views to management through the Company's Investor Relations Department at:

Attention: Investor Relations Barrick Mining Corporation TD Canada Trust Tower Brookfield Place

161 Bay Street, Suite 3700

P.O. Box 212

Toronto, Ontario M5J 2S1 Phone: [phone]

Email: [e-mail]

Risk Oversight

The Board believes that an enterprise-wide approach to risk management allows the Company to assess and mitigate risks most efficiently and effectively. The Board and its committees are responsible for overseeing the Company's enterprise risk and internal control frameworks, risk management and major financial risks and financial reporting exposures, the alignment of Barrick's executive compensation programs with strategic priorities and its human capital strategy, and the development of risk management programs relating to Barrick's environmental, climate, health and safety, corporate social responsibility, security, and human rights exposures. The Audit & Risk Committee assists the Board in, among other things, overseeing the Company's management of enterprise risks, including financial, operational, health and safety, geopolitical, climate, tax, and cybersecurity risks, including risks and opportunities relating to artificial intelligence, as well as the implementation of policies and standards for monitoring and mitigating such risks.

The Board expects management to:

• maintain a framework to identify, manage, and mitigate risk effectively and in a manner that creates the greatest value;

• integrate procedures for identifying, managing, and mitigating risk into all of our important decision-making processes so that we reduce the effect of uncertainty on achieving our objectives;

• ensure that the key controls we rely on to achieve the Company's objectives are actively monitored so that they remain effective; and

• provide assurance to the executives and relevant committees of the Board on the effectiveness of key control activities.

Management holds a Weekly Executive Review, which is the main forum to raise and discuss risks facing the operations and organization more broadly. The Weekly Executive Review is held among the President and Chief Executive Officer and other key executives, including the Senior Executive Vice-President, Chief Financial Officer, the Chief Development Officer, the Chief Legal and Policy Officer, the Chief Global Affairs Officer, and the Chief Human Resources Officer, our regional Chief Operating Officers, and senior management.

The diagram below summarizes our enterprise-wide approach to risk oversight and the allocation of risk oversight responsibilities. For a more detailed description of our risk oversight processes, see "Risk Oversight" in Schedule A of this Circular.

Board Oversight

Audit & Risk Committee

Fully Independent

Scope of risks overseen:

• Financial statements, systems, and reporting

• Internal controls over financial reporting

• Financial risk

• Cybersecurity

• Key operational risks

• Enterprise risks and risk • Compliance management framework

ESG & Nominating Committee

Fully Independent

Scope of risks overseen:

• Corporate governance

• Environmental

• Safety and health

• Climate

• Corporate social responsibility

• Security

• Human rights

Weekly Executive Review Meetings

A weekly integrated risk management and business review across the Company to identify, evaluate, and address our risks:

Environmental & Social Oversight Committee Quarterly meetings to review the Company's sustainability performance and compliance with its sustainability policies, as well as to identify concerns and opportunities at the Company's operations at an early stage.

Strategic Risk Financial Risk

Risk Group

The Risk Group is responsible for coordinating and supporting Group-level risk management activity and reporting. They embed risk management into core business processes, such as planning and capital allocation. They also build risk management capability and a risk-aware culture throughout the Group.

Operational Risk Regulatory Risk

Our focus on sustainability risk management

Sustainability Executive

Regional Leads

Site Level Ownership of Sustainability Risks and Opportunities

Chief Operating Officers

Business Assurance Group

The Business Assurance Group is responsible for providing assurance that controls relied upon to manage risk exposures are designed and operating effectively.

Compensation Committee

Fully Independent

Scope of risks overseen:

• Alignment of executive • Ensuring that compensation with compensation plans

strategic priorities do not encourage excessive risk taking

Our Approach to Sustainability Governance and Delivering on our Climate Change and Safety Goals

Our company-wide focus on sustainability is one of our strongest competitive advantages. It allows us to be the partner of choice for host communities and to attract investment and human capital.

The Board has ultimate responsibility for sustainability - including human rights, health and safety, community and environment (including biodiversity and climate) - which is embedded across our governance structure. The ESG & Nominating Committee oversees Barrick's policies, programs, and performance relating to the environment and human rights. It sets targets and reviews our progress against them, including our GHG emissions, which are built into Barrick's formal risk management process. Safety is an agenda item at every meeting of the ESG & Nominating Committee. The Audit & Risk Committee ensures the Company's careful assessment and mitigation of all risks relating to sustainability, including climate change, biodiversity, and human rights. The Compensation Committee ensures that executive compensation is appropriately linked to, and promotes accountability for, our sustainability performance, including health and safety.

While the Board sets sustainability policy and ensures Company performance, it is the responsibility of site leaders to implement that policy effectively and accountably, with support and oversight from senior executives. Each site identifies the risks, opportunities, metrics, and targets that will ensure it operates responsibly for its people and for its host country and community. Sites are supported by regional sustainability leads, regional chief operating officers, and the Group Sustainability Executive, who provides oversight and direction to ensure alignment with Barrick's policies and priorities.

The E&S Committee is our most senior management-level body dedicated to sustainability. The E&S Committee connects site-level sustainability ownership to management, and in turn to our Board. The committee is chaired by our President and Chief Executive Officer, and members include:

• Chief Operating Officers for each region;

• Group Sustainability Executive;

• General Managers for each mine;

• Regional and site health, safety, environment and closure leads;

• In-house legal counsel; and

• An independent third-party sustainability consultant in an advisory role.

The E&S Committee meets every quarter to review sustainability performance across our operations. It provides a forum to exchange information and learn from past sustainability successes and challenges experienced across all sites. The meetings also include a comprehensive site visit by the independent consultant at one of Barrick's Tier One Gold Assets to track environmental, community, human rights, safety, climate and social license to operate progress. The President and Chief Executive Officer reviews the reports of the E&S Committee at each quarterly meeting of the Board's ESG & Nominating Committee, which is comprised entirely of independent directors.

Safety is our most important priority. Our vision is for everyone to go home safe and healthy every day. In 2024, Barrick achieved its best LTIFR and TRIFR performance since 2004, and our TRIFR performance was best-in-class relative to ICMM peers. In 2025, we further reduced our TRIFR by 24% and LTIFR by 31%. It is with great sadness and regret that these improvements were overshadowed by four fatalities: one at Nevada Gold Mines, one at Bulyanhulu, and two at Kibali. Our focus remains on our Fatal Risk Management program, which involves Fatal Risk standards, operational standards, and critical controls. We have begun an independent safety review of our safety culture, standards, and incident investigations. We are committed to achieving zero harm and eliminating all fatal incidents.

How to Contact Us

Our Board

Provide feedback to our Board by writing to our Chairman

Attention: Chairman Barrick Mining Corporation TD Canada Trust Tower Brookfield Place

161 Bay Street, Suite 3700

P.O. Box 212

Toronto, Ontario M5J 2S1 Email: [e-mail]

cc: [e-mail]

Our Independent Directors

Communicate with our independent directors by writing to our Lead Director

Attention: Lead Director Barrick Mining Corporation TD Canada Trust Tower Brookfield Place

161 Bay Street, Suite 3700

P.O. Box 212

Toronto, Ontario M5J 2S1 Email: [e-mail]

cc: [e-mail]

Investor Relations

Contact our Investor Relations Department to communicate with management any time

Attention: Investor Relations Barrick Mining Corporation TD Canada Trust Tower Brookfield Place

161 Bay Street, Suite 3700

P.O. Box 212

Toronto, Ontario M5J 2S1 Phone: [phone]

Email: [e-mail]

For more details on how to contact us, see our Shareholder Engagement Policy on our website at https://www.barrick.com/about/ governance or "Communications and Shareholder Engagement" in Schedule A of this Circular.

Directors

The Board recommends a vote FOR all nominees listed below.

Director Profiles

The following profiles present information about each of the nominees for election as director. Our directors are elected annually, individually, and by majority vote. Our majority voting policy provides that any nominee proposed for election as a director in an uncontested election who receives less than a majority of votes cast in favor of his or her election must promptly tender his or her resignation to the Chairman or, in the case of the Chairman, to the Lead Director for Board consideration and that the resignation must be accepted absent exceptional circumstances. There are no contracts, arrangements, or understandings between any director or executive officer, or any other person, pursuant to which any of the nominees has been nominated for election as a director of the Company. All other director information can be found in "Report on Director Compensation and Equity Ownership" beginning on page 29, "Committees of the Board" on page 26, and in Schedule A of this Circular.

Helen Cai (52), Non-Independent, Senior Executive Vice-President, Chief Financial Officer

Director since: November 2021 Hong Kong, China

Nationality: Chinese

Areas of Expertise

Capital Allocation & Financial Acumen

M&A Execution

International Business Experience

Ms. Cai was appointed Senior Executive Vice-President and Chief Financial Officer of Barrick, effective March 1, 2026. She has served on the Board of Directors since November 2021 and brings more than two decades of experience in equity research, corporate finance, strategic planning, capital markets, and M&A across the mining, industrial, and technology sectors, primarily with Goldman Sachs and China International Capital Corporation (CICC). Ms. Cai was consistently top ranked as a research analyst by StarMine, Institutional Investor and Asiamoney, and the transactions she led as an investment banker received multiple deal awards from Asiamoney and The Asset. Ms. Cai is a Chartered Financial Analyst and Chartered Alternative Investment Analyst and was educated at the Massachusetts Institute of Technology in the United States, where she received two master's degrees and multiple fellowship awards.

Voting Results Board and Committee Membership(1) Attendance Year For Withheld Board of Directors 6/6

2025 97.5% 2.5% Audit & Risk 6/6

2024 97.7% 2.3% Compensation 6/6

Overall Attendance 100%

Other Public Boards During Past Five Years

& Global Partnerships

Talent Development and Allocation & Partnership Culture

Risk Management

Health, Safety, Environmental & Climate

Silvercorp Metals Inc. Largo Inc.

Securities Held as at March 1, 2026

Common Shares DSUs

(2024 to Present)

(2023 to 2025)

Nil

63,321

Has until March 1, 2031 to meet share ownership requirement for Senior Executive Vice-President, Chief Financial Officer

1. Ms. Cai ceased to be a member of any committee of the Board upon her appointment as Senior Executive Vice-President, Chief Financial Officer effective March 1, 2026.

   
   
   

   Brian L. Greenspun (79), Independent

   Director since: July 2014 Las Vegas, NV, USA

   Nationality: American

   Voting Results		Board and Committee Membership	Attendance
   Year For	Withheld	Board of Directors	6/6
   2025 94.9%	5.1%	Compensation	6/6
   2024 84.7%	15.3%	ESG & Nominating (Chair)	5/5
   		Overall Attendance	100%

   Mr. Greenspun is the Publisher and Editor of the Las Vegas Sun. He is also Chairman and Chief Executive Officer of Greenspun Media Group. Mr. Greenspun has been appointed to two U.S. Presidential Commissions. In the early 1990s, he was appointed by President Bill Clinton to the White House Commission on Small Business. In December 2014, he was appointed by President Barack Obama to the Commission for the Preservation of America's Heritage Abroad. He is a Trustee of the University of Nevada Las Vegas Foundation. He is active in numerous civic and charitable organizations in the Las Vegas community. Mr. Greenspun holds a law degree and an undergraduate degree from Georgetown University.

   Areas of Expertise

   
   
   

   Government and Regulatory Affairs & Community Relations

   
   
   

   Health, Safety, Environmental & Climate

   Talent Development and Allocation &
   
   

   Other Public Boards During Past Five Years

   None

   S ecurities Held as at March 1, 2026

   Partnership Culture

   M&A Execution
   
   

   Common Shares DSUs

   31,185

   166,967

   Capital Allocation & Financial Acumen
   
   

   Meets share ownership requirement

   J. Brett Harvey (75), Independent

   
   
   

   Director since: December 2005 Mesquite, NV, USA

   Nationality: American

   Areas of Expertise

   
   
   

   Extractive Industry Operations

   
   
   

   Health, Safety, Environmental & Climate

   
   
   

   International Business Experience & Global Partnerships

   M&A Execution
   
   

   Talent Development and Allocation & Partnership Culture

   Capital Allocation & Financial Acumen
   
   
   
   

   Government and Regulatory Affairs & Community Relations

   Mr. Harvey is Chairman of the board of Warrior Met Coal Inc., a leading producer and exporter of metallurgical coal for the global steel industry, a position he has held since January 1, 2023. Mr. Harvey was Chairman Emeritus of CONSOL Energy Inc., a coal, gas, and energy services company from May 2016 to May 2017. He was CONSOL Energy Inc.'s Chairman from January 2015 to May 2016, Executive Chairman from May 2014 to January 2015, Chairman and Chief Executive Officer from June 2010 to May 2014, and Chief Executive Officer from January 1998 to June 2010. From January 2009 to May 2014, he was also the Chairman and Chief Executive Officer of CNX Gas Corporation, a subsidiary of CONSOL Energy Inc. He began his business career in mining, joining the Kaiser Steel Company in 1979 at the Sunnyside Mine in Utah, and, in 1984, he was appointed as Vice President and General Manager of Kaiser Coal of New Mexico. Mr. Harvey also served as Vice President, Mining for PacifiCorp. In 2016, he received the Charles F. Rand Memorial Gold Medal, awarded by the Society for Mining, Metallurgy and Exploration for distinguished achievement in mining administration. Mr. Harvey is the former chair of the National Mining Association and the Coal Industry Advisory Board to the International Energy Agency. He is a former member of the National Executive Board of the Boy Scouts of America and a past chairman of the Laurel Highlands Council of the Boy Scouts. Mr. Harvey holds an undergraduate degree in mining engineering from the University of Utah.

   Voting Results		Board and Committee Membership	Attendance
   Year For	Withheld	Board of Directors	6/6
   2025 91.0%	9.0%	Audit & Risk	6/6
   2024 73.8%	26.2%	Compensation	6/6
   		ESG & Nominating	5/5
   		Overall Attendance	100%

   Other Public Boards During Past Five Years

   Warrior Met Coal Inc. (2017 to Present)

   Allegheny Technologies Inc. (2007 to Present)

   Securities Held as at March 1, 2026

   
   
   

   Risk Management

   Common Shares(2) DSUs

   Meets share ownership requirement

   29,175

   228,498

2. As at March 1, 2026, Mr. Harvey holds 29,175 Barrick Shares indirectly in a Revocable Trust Agreement.

   
   
   

   Mark F. Hill (61), Non-Independent, President and Chief Executive Officer

   Director since: February 2026

   Punta Cana, La Altagracia, Dominican Republic

   Nationality: Australian and Canadian

   Areas of Expertise

   
   
   

   Extractive Industry Operations

   
   
   

   Health, Safety, Environmental & Climate

   
   
   

   International Business Experience & Global Partnerships

   
   
   

   M&A Execution

   Mr. Hill was appointed President and Chief Executive Officer of Barrick in February 2026, following his appointment as Group Chief Operating Officer and Interim President and Chief Executive Officer in September 2025. He was previously the executive responsible for Barrick's Latin America and Asia Pacific region, a role he assumed in January 2019. Mr. Hill is a seasoned mining executive with 30 years of experience. He joined Barrick in 2006 and has experience in strategy, corporate development and leading major projects across the world. He was also integral in the initial decision to undertake exploration at the Fourmile gold project in Nevada. Mr. Hill holds an undergraduate degree in mining engineering from Ballarat University and a graduate diploma in mineral economics from Macquarie University.

   Voting Results Board and Committee Membership Attendance Year For Withheld Board of Directors N/A

   2025 N/A N/A

   2024 N/A N/A

   Overall Attendance N/A

   Other Public Boards During Past Five Years

   None

   Securities Held as at March 1, 2026

   
   
   

   Talent Development and Allocation & Partnership Culture

   Capital Allocation & Financial Acumen

   
   
   

   Government and Regulatory Affairs & Community Relations

   
   
   

   Risk Management

   Common Shares PGSUs

   RSUs

   339,385

   337,174

   Nil

   Meets share ownership requirement for President and Chief Executive Officer

   
   
   

   Anne N. Kabagambe (69), Independent

   Director since: November 2020 Washington, DC, USA

   Nationality: Ugandan and American

   
   
   

   Areas of Expertise

   Health, Safety, Environmental & Climate

   Talent Development and Allocation & Partnership Culture
   
   
   
   

   Capital Allocation & Financial Acumen

   
   
   

   International Business Experience & Global Partnerships

   Ms. Kabagambe formerly served on the board of the World Bank Group where, between 2016 and 2020, she represented the interests of 22 Sub-Saharan African countries, including Tanzania and Zambia, two jurisdictions where Barrick has operations. While at the World Bank, Ms. Kabagambe co-chaired the World Bank Board's Gender Working Group and was a strong advocate for the advancement of women and a champion of diversity and inclusion. She has 35 years of experience spanning a diverse range of senior leadership positions in international institutions, including as Chief of Staff for the African Development Bank (AfDB) and has also served on the boards of the Africa American Institute (AAI) and Junior Achievement (JA) Africa. Ms. Kabagambe holds an undergraduate degree from the University of California at San Diego (UCSD), master's degrees in Public Policy from Columbia University's School of International and Public Affairs and George Washington University, and has also obtained post-graduate diplomas from Harvard University's Business School & John F. Kennedy School of Government as well as the Cranfield School of Management.

   Voting Results Board and Committee Membership Attendance Year For Withheld Board of Directors 6/6

   2025 98.1% 1.9% Audit & Risk 6/6

   2024 97.7% 2.3% ESG & Nominating 5/5

   Overall Attendance 100%

   Other Public Boards During Past Five Years

   None

   Securities Held as at March 1, 2026

   Government and Regulatory Affairs & Community Relations
   
   

   Common Shares

   DSUs

   Meets share ownership requirement

   4,392

   50,130

   
   
   

   Robert A.P. Samek (63), Independent

   Director since: February 2026 Toronto, Ontario, Canada

   Nationality: Canadian

   
   
   

   Areas of Expertise

   Extractive Industry Operations

   
   
   

   Health, Safety, Environmental & Climate

   
   
   

   International Business Experience & Global Partnerships

   M&A Execution Talent Development
   
   

   Mr. Samek, a Canadian national and former Senior Partner of McKinsey & Company, brings significant global experience in energy and materials. Over his 31-year career at McKinsey, he held many senior leadership positions. From 2015 to 2018, he was Managing Partner of the Americas Mining and Metals / Basic Materials practice. From 2010 to 2023, he led the Public Sector practice in Canada, with a focus on natural resources, infrastructure and industrials. He also created and led major new global practice areas for McKinsey: one in AI for energy and mining (2016 to 2023); and another in Capital Projects (2009 to 2015). He was President of McKinsey & Company Canada from 2014 to 2023. Mr. Samek's tenure at McKinsey allowed him to develop a breadth of financial expertise across industries.

   Voting Results Board and Committee Membership Attendance Year For Withheld Board of Directors N/A

   2025 N/A N/A

   2024 N/A N/A

   Overall Attendance N/A

   Other Public Boards During Past Five Years

   None

   Securities Held as at March 1, 2026

   
   
   

   and Allocation & Partnership Culture

   Capital Allocation & Financial Acumen

   
   
   

   Government and Regulatory Affairs & Community Relations

   
   
   

   Risk Management

   Common Shares DSUs

   8,900

   Nil

   Has until February 4, 2031 to meet share ownership requirement

   
   
   

   Loreto Silva (61), Independent, Lead Director

   Director since: August 2019 Santiago, Chile

   Nationality: Chilean

   
   
   

   Areas of Expertise

   
   
   

   Health, Safety, Environmental & Climate

   Ms. Silva is a partner at the Chilean law firm Escobar Silva Yanine Facuse. She has held important positions during a career spanning both the public and private sectors. Over the last two decades, she has led policies and debates on public-private partnerships for the advancement of Chile's infrastructure and the enhancement of water utilities services. At the end of 2012, Ms. Silva was the first woman in Chile to be appointed as Minister of Public Works. During her tenure, she spearheaded pivotal infrastructural projects and, in collaboration with private and public entities, formulated a comprehensive strategy for the management of water resources. Beyond her governmental role, Ms. Silva served as the Chair of the board of Chile's national oil and gas company and contributed as a board member to several Chilean listed and privately held companies in Chile. Her expertise is highly regarded, as evidenced by her membership in prestigious industry think tanks and her role as an arbitrator for the Santiago Arbitration and Mediation Centre, where she specializes in infrastructure and construction disputes. Her professional achievements have been recognized with the esteemed "Chile's 100 Leading Woman Leaders" award. Ms. Silva holds a law degree from the University of Chile.

   Voting Results Board and Committee Membership Attendance

   Capital Allocation &	Year	For	Withheld	Board of Directors	6/6
   Financial Acumen	2025	98.0%	2.0%	Audit & Risk (Chair)	6/6
   M&A Execution	2024	98.4%	1.6%	ESG & Nominating	5/5

   
   
   

   Talent Development and Allocation & Partnership Culture

   Overall Attendance 100%

   Other Public Boards During Past Five Years

   
   
   

   International Business Experience & Global Partnerships

   
   
   

   Government and Regulatory Affairs & Community Relations

   
   
   

   Risk Management

   Aguas Metropolitana Aguas Andinas

   Securities Held as at March 1, 2026

   Common Shares DSUs

   Meets share ownership requirement

   (2025 to Present)

   (2017 to 2022)

   Nil 79,766

   
   
   

   John L. Thornton (72), Non-Independent, Chairman of Barrick

   Director since: February 2012 Palm Beach, FL, USA

   Nationality: American

   Areas of Expertise

   M&A Execution
   
   
   
   

   Capital Allocation & Financial Acumen

   
   
   

   International Business Experience & Global Partnerships

   Talent Development

   Mr. Thornton was appointed Chairman on February 13, 2024. From April 30, 2014 to February 12, 2024,

   Mr. Thornton was Executive Chairman of Barrick. From June 5, 2012 to April 29, 2014, Mr. Thornton was Co-Chairman of Barrick. He is also Chairman of RedBird Capital Partners, a private investment firm. He is also a director of Paramount Skydance Corporation. He is also lead director of Ford Motor Company, Lenovo Group Limited, and Avathon, Inc., a leading industrial artificial intelligence company. He is a Professor of Tsinghua University School of Economics and Management and serves as the Director of its Global Leadership Program. In addition, he is an Advisory Board member of Tsinghua's School of Economics and Management and its School of Public Policy and Management. He is also Chairman Emeritus of the Brookings Institution in Washington, D.C. He retired in 2003 as President and a member of the board of The Goldman Sachs Group, Inc. Mr. Thornton is Co-Chair of the Asia Society, and is also on the advisory boards or board of trustees of the China Investment Corporation (CIC), China Securities Regulatory Commission, King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership Academy. He is also the former Vice Chairman of the Morehouse College Board of Trustees. Mr. Thornton holds an undergraduate degree from Harvard College, a degree in jurisprudence from Oxford University, and a master's degree from the Yale School of Management.

   Voting Results Board and Committee Membership Attendance Year For Withheld Board of Directors 6/6

   2025 85.3% 14.7%

   2024 86.4% 13.6%

   Overall Attendance 100%

   Other Public Boards During Past Five Years

   and Allocation & Partnership Culture

   Risk Management
   
   
   
   

   Government and Regulatory Affairs & Community Relations

   Paramount Skydance Corporation Lenovo Group Limited

   AltC Acquisition Corp. (currently known as Oklo Inc.)

   Ford Motor Company

   Securities Held as at March 1, 2026

   Common Shares(3) DSUs

   Meets share ownership requirement

   (2025 to Present)

   (2023 to Present)

   (2021 to 2024)

   (1996 to Present)

   2,742,127

   1,337

3. As at February 27, 2026, the last trading day preceding March 1, 2026, Mr. Thornton holds 2,006,140 Barrick Shares directly, and 59,970 Barrick Shares indirectly through a Rollover IRA. Mr. Thornton also exercises control or direction over 240,565 Barrick Shares held in the names of his wife and children. In addition, 435,452 Barrick Shares are held in family trusts for the benefit of Mr. Thornton's children and for which his wife is the trustee. Mr. Thornton does not have beneficial interest in or control over these Barrick Shares held in trust.

Pekka J. Vauramo (68), Independent

Director since: May 2025 Helsinki, Uusimaa, Finland

Nationality: Finnish

Mr. Vauramo is a corporate executive with over two decades of experience leading global companies. Between 2018 and 2024, Mr. Vauramo was President and Chief Executive Officer of Metso Corporation, a global supplier of sustainable technologies, end-to-end solutions and services for the minerals processing and aggregates industries. Between 2013 and 2018, he was President and Chief Executive Officer of Finnair plc, Finland's largest airline. Mr. Vauramo has also held leadership positions at Cargotec Corporation, Sandvik AB, and Tamrock Corporation. He is currently the Chairman of the boards of Huhtamaki Oyj and Valmet Oyj, both Finnish listed companies. Mr.

Voting Results		Board and Committee Membership	Attendance
Year For	Withheld	Board of Directors	4/4
2025 97.1% 2024 N/A	2.9% N/A
		Overall Attendance	100%

Vauramo holds a master of science degree (technology) in mining engineering, from Helsinki University of Technology.

Areas of Expertise

Extractive Industry Operations Health, Safety, Environmental &

Climate

Capital Allocation & Financial Acumen

International Business Experience & Global Partnerships

Talent Development and Allocation & Partnership Culture

Regulatory Affairs &	Common Shares	12,400
Community M&A Execution Risk Management	DSUs Has until May 6, 2030 to meet share ownership requirement	3,590

Government and

Other Public Boards During Past Five Years

Valmet Oyj Huhtamaki Oyj Nokian Renkaat Oyj Metso Corporation

Securities Held as at March 1, 2026

(2025 to Present)

(2023 to Present)

(2018 to 2025)

(2018 to 2024)

Relations

Our Board has a mosaic of skills to support our strategy and embraces diversity of backgrounds, experiences, and viewpoints to effectively represent our stakeholders globally

Cai

Greenspun

Harvey

Hill

Kabagambe

Samek

Silva

Thornton

Our ESG & Nominating Committee has identified the experience and expertise that are necessary to support Barrick in delivering consistent and growing returns and achieving the Company's strategy. Having the best technical talent in the industry, building longterm partnerships with stakeholders, obtaining community support, negotiating benefit sharing arrangements, securing necessary permits, and protecting communities and the environment are all critical to the success of our business. Achieving these objectives requires engagement with a diverse group of stakeholders at the local, national, and international levels. We therefore believe our Board nominees must strike the right balance between those who have expertise in operations and strong financial acumen and those with the skills and experience necessary to ensure our business can secure and maintain our license to operate and manage risks appropriately. Our slate of nine director nominees for election at the Meeting was carefully constructed to ensure that they represent key business geographies and have backgrounds that reflect the diversity of our stakeholders. As a result, one-third of our nominee directors are women and one-third self-identify as racially and/or ethnically diverse. Each director nominee contributes to the Board's overall diversity by providing, among other characteristics, a diversity of thought, perspective, personal and professional experience, and cultural background. If all of the director nominees are elected at the Meeting, the Board will consist of nine directors, six of whom would be considered independent.

Overview of our Board's Profile

TOTAL

Vauramo

(of 9)

Experience and Expertise

Capital Allocation & Financial Acumen

✓

✓

✓

✓

✓

✓

✓

✓

✓

9

M&A Execution

✓

✓

✓

✓

✓

✓

✓

✓

8

Extractive Industry Operations

✓

✓

✓

✓

4

Risk Management

✓

✓

✓

✓

✓

✓

✓

7

Health, Safety, Environmental & Climate

✓

✓

✓

✓

✓

✓

✓

✓

8

Talent Development and Allocation & Partnership Culture

✓

✓

✓

✓

✓

✓

✓

✓

✓

9

International Business Experience & Global Partnerships

✓

✓

✓

✓

✓

✓

✓

✓

8

Government and Regulatory Affairs & Community Relations

✓

✓

✓

✓

✓

✓

✓

✓

8

Board Composition

Age

52

79

75

61

69

63

61

72

68

Average 67 years

Board Tenure (Years)

4

12

20

N/A

5

N/A

6

14

1

Average 7 years

Independence

CFO*

✓

✓

CEO*

✓

✓

✓

C**

✓

6 (67%)

Gender

Male

✓

✓

✓

✓

✓

✓

6 (67%)

Female

✓

✓

✓

3 (33%)

Racially and Ethnically Diverse^

✓

✓

✓

3 (33%)

Current membership on other public company boards

1

0

2

0

0

0

1

3

2

Average 1

* CEO = President and Chief Executive Officer; CFO = Senior Executive Vice-President, Chief Financial Officer

** C = Board Chairman. Because the Chairman is a former executive, he is deemed to not be independent for purposes of applicable securities laws and stock exchange rules until the third anniversary of his transition

^ Racially and ethnically diverse directors include those who have identified as a member of a visible minority group