Exhibit 99.1

LOGO

Barrick Mining Corporation Notice of Annual Meeting of Shareholders May 8, 2026 Information Circular BARRICK 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

Barrick Mining Corporation | 2026 Circular



				March 27, 2026
		Letter from the Chairman		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
		Letter from the Chairman

Barrick Mining Corporation | 2026 Circular

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.

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John L. Thornton

Chairman

Barrick Mining Corporation | 2026 Circular

III



				March 27, 2026
		Letter from the Lead Director		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
		Letter from the Lead Director

Barrick Mining Corporation | 2026 Circular

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.

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Loreto Silva

Lead Director

Barrick Mining Corporation | 2026 Circular

LOGO

Notice of 2026 Annual Meeting


Meeting Information

Date:		May 8, 2026

Time:		10:00 a.m. (Toronto time)

Location:		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:

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Elect nine director nominees;

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Appoint PricewaterhouseCoopers LLP as our auditor for 2026; and

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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 contactus@kingsdaleadvisors.com.

By Order of the Board of Directors,

LOGO

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.


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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


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		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.


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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 contactus@kingsdaleadvisors.com.

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.

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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.

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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 tsxt-fulfilment@tmx.com. 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 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:		May 8, 2026
		Time:		10:00 a.m. (Toronto time)
		Location:		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


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“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.

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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.

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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 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 support-ca@lumiglobal.com.

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:

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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.

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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 shareholderinquiries@tmx.com. 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.


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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 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		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?”.


6		Barrick Mining Corporation \| 2026 Circular

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		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.


Barrick Mining Corporation \| 2026 Circular			7

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.

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.


8		Barrick Mining Corporation \| 2026 Circular

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 corporatesecretary@barrick.com. 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 support-ca@lumiglobal.com.

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.


Barrick Mining Corporation \| 2026 Circular			9

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: contactus@kingsdaleadvisors.com

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: 416-861-9717

Email: investor@barrick.com

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 shareholderinquiries@tmx.com. 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.


10		Barrick Mining Corporation \| 2026 Circular

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.

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 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


Barrick Mining Corporation \| 2026 Circular			11

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.


12		Barrick Mining Corporation \| 2026 Circular

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.


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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.


14		Barrick Mining Corporation \| 2026 Circular

✓

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 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.


Barrick Mining Corporation \| 2026 Circular			15

✓

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: 416-307-7474

Email: investor@barrick.com

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.


16		Barrick Mining Corporation \| 2026 Circular

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.

LOGO

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.


Barrick Mining Corporation \| 2026 Circular			17

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: chairman@barrick.com

cc: corporatesecretary@barrick.com

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: leaddirector@barrick.com

cc: corporatesecretary@barrick.com

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: 416-307-7474

Email: investor@barrick.com

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


18		Barrick Mining Corporation \| 2026 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.

LOGO

Areas of Expertise


		Capital Allocation & Financial Acumen

		M&A Execution

		International Business Experience & Global Partnerships
		Talent Development and Allocation & Partnership Culture

		Risk Management

		Health, Safety, Environmental & Climate


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

		Director since: November 2021 Hong Kong, China		Nationality: Chinese

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

Silvercorp Metals Inc.

Largo Inc.

(2024 to Present)

(2023 to 2025)

Securities Held as at March 1, 2026

Common Shares

DSUs

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.

Barrick Mining Corporation | 2026 Circular

LOGO

Areas of Expertise


		Government and Regulatory Affairs & Community Relations
		Health, Safety, Environmental & Climate

		Talent Development and Allocation & Partnership Culture
		M&A Execution
		Capital Allocation & Financial Acumen


		Brian L. Greenspun (79), Independent

		Director since: July 2014 Las Vegas, NV, USA		Nationality: American

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.

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%

Other Public Boards During Past Five Years

None

Securities Held as at March 1, 2026

Common Shares

DSUs

31,185

166,967

Meets share ownership requirement

LOGO

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

		Risk Management


		J. Brett Harvey (75), Independent

		Director since: December 2005 Mesquite, NV, USA		Nationality: American

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

Common Shares⁽²⁾

DSUs

29,175

228,498

Meets share ownership requirement

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

Barrick Mining Corporation | 2026 Circular

LOGO

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

		Risk Management


		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

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

2024

N/A

Overall Attendance

N/A

Other Public Boards During Past Five Years

None

Securities Held as at March 1, 2026

Common Shares

PGSUs

RSUs

339,385

337,174

Nil

Meets share ownership requirement for President and Chief Executive Officer

LOGO

Areas of Expertise


		Health, Safety, Environmental & Climate

		Talent Development and Allocation & Partnership Culture

		Capital Allocation & Financial Acumen

		International Business Experience & Global Partnerships

		Government and Regulatory Affairs & Community Relations


		Anne N. Kabagambe (69), Independent

		Director since: November 2020 Washington, DC, USA		Nationality: Ugandan and American

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

Common Shares

DSUs

4,392

50,130

Meets share ownership requirement

Barrick Mining Corporation | 2026 Circular

LOGO

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

		Risk Management


		Robert A.P. Samek (63), Independent

		Director since: February 2026 Toronto, Ontario, Canada		Nationality: Canadian

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

2024

N/A

Overall Attendance

N/A

Other Public Boards During Past Five Years

None

Securities Held as at March 1, 2026

Common Shares

DSUs

8,900

Nil

Has until February 4, 2031 to meet share ownership requirement

LOGO

Areas of Expertise


		Health, Safety, Environmental & Climate

		Capital Allocation & Financial Acumen

		M&A Execution

		Talent Development and Allocation & Partnership Culture

		International Business Experience & Global Partnerships

		Government and Regulatory Affairs & Community Relations

		Risk Management


		Loreto Silva (61), Independent, Lead Director

		Director since: August 2019 Santiago, Chile		Nationality: Chilean

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

Year

For

Withheld

Board of Directors

6/6

2025

98.0%

2.0%

Audit & Risk (Chair)

6/6

2024

98.4%

1.6%

ESG & Nominating

5/5

Overall Attendance

100%

Other Public Boards During Past Five Years

Aguas Metropolitana

Aguas Andinas

(2025 to Present)

(2017 to 2022)

Securities Held as at March 1, 2026

Common Shares

DSUs

Nil

79,766

Meets share ownership requirement

Barrick Mining Corporation | 2026 Circular

LOGO

Areas of Expertise



		M&A Execution

		Capital Allocation & Financial Acumen
		International Business Experience & Global Partnerships
		Talent Development and Allocation & Partnership Culture

		Risk Management
		Government and Regulatory Affairs & Community Relations


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

		Director since: February 2012 Palm Beach, FL, USA		Nationality: American

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

Paramount Skydance Corporation

Lenovo Group Limited

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

Ford Motor Company

(2025 to Present)

(2023 to Present)

(2021 to 2024)
(1996 to Present)

Securities Held as at March 1, 2026

Common Shares⁽³⁾

DSUs

2,742,127

1,337

Meets share ownership requirement

(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.

LOGO

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

		Government and Regulatory Affairs & Community Relations

		M&A Execution

		Risk Management


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

Voting Results

Board and Committee Membership

Attendance

Year

For

Withheld

Board of Directors

4/4

2025

97.1%

2.9%

2024

N/A

Overall Attendance

100%

Other Public Boards During Past Five Years

Valmet Oyj

Huhtamaki Oyj

Nokian Renkaat Oyj

Metso Corporation

(2025 to Present)

(2023 to Present)

(2018 to 2025)

(2018 to 2024)

Securities Held as at March 1, 2026

Common Shares

DSUs

12,400

3,590

Has until May 6, 2030 to meet share ownership requirement

Barrick Mining Corporation | 2026 Circular

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

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 long-term 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

LOGO

TOTAL
(of 9)

LOGO

Capital Allocation & Financial Acumen

✓

LOGO

M&A Execution

✓

LOGO

Extractive Industry Operations

✓

LOGO

Risk Management

✓

LOGO

Health, Safety, Environmental & Climate

✓

LOGO

Talent Development and Allocation & Partnership Culture

✓

LOGO

International Business Experience & Global Partnerships

✓

LOGO

Government and Regulatory Affairs & Community Relations

✓

LOGO

Age

Average
67 years

Board Tenure (Years)

N/A

Average
7 years

Independence

CFO*

✓

CEO*

✓

C**

✓

(67%)

Gender

Male

✓

(67%)

Female

✓

(33%)

Racially and Ethnically Diverse^

✓

(33%)

Current membership on other public company boards

Average

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

Barrick Mining Corporation | 2026 Circular

Legend:



		Capital Allocation & Financial Acumen: Experience overseeing the allocation of capital to ensure superior risk-adjusted financial returns, including strengthening our capital structure, evaluating capital investment decisions, setting and enforcing thresholds for financial returns, optimizing asset portfolios, and knowledge of, or experience with, financial accounting and corporate finance.

		M&A Execution: Experience in evaluating and executing mergers, acquisitions, and asset sales, including the formation of partnerships and joint ventures across the globe.

		Extractive Industry Operations: Experience at a senior level with operations, including production, exploration, reserves, capital projects, and related technology. Familiarity with setting performance expectations, driving continuous improvement through best-in-class operational standards, building operational leadership capabilities, and fostering innovation.

		Risk Management: Knowledge of risk management principles and practices, an understanding of some or all of the key risk areas that a company faces, and an ability to probe risk controls and exposures.

		Health, Safety, Environmental & Climate: Knowledge of, or experience with, leading health, safety, environmental and climate practices and related requirements, including sustainable development, climate impacts and climate-focused reporting standards, and corporate responsibility practices and reporting.

		Talent Development and Allocation & Partnership Culture: Thorough understanding of the key processes to ensure optimal human capital allocation including attracting, motivating, and retaining top talent. Familiarity with partnership structures and their related cultures. Experience in areas such as setting performance objectives, designing compensation plans, ensuring the right people are in the right roles, succession planning, and organizational design.

		International Business Experience & Global Partnerships: Experience conducting business internationally, including exposure to a range of political, cultural, and regulatory requirements and understanding of the importance of diversity to a global company with a diverse set of stakeholders, informed by experience of race, ethnicity, and/or nationality. Familiarity with the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders, and an understanding of how to establish and strengthen those partnerships.

		Government and Regulatory Affairs & Community Relations: Experience with the workings of government and public and regulatory policy in Canada, the United States, and internationally. Familiarity with community engagement.

Barrick Mining Corporation | 2026 Circular

Committees of the Board

A significant portion of the Board’s oversight responsibilities is carried out through its three standing committees.

The Board has established three standing committees, each of which is comprised entirely of independent directors and is governed by a written mandate:

•

The Audit & Risk Committee supports the Board in fulfilling its oversight responsibilities regarding the financial reporting process and the quality, transparency, and integrity of the Company’s financial statements and other related public disclosure, the Company’s internal controls over financial reporting, the Company’s compliance with legal and regulatory requirements relevant to the financial statements and financial reporting, the external auditor’s qualifications and independence, the performance of the business assurance function and the external auditor, the Company’s management of enterprise risks, as well as the implementation of policies and standards for monitoring and mitigating such risks, and the Company’s financial structure and investment and financial risk management programs generally. For more information on the Audit & Risk Committee, please refer to the section entitled “Audit & Risk Committee” in our Annual Information Form for the year ended December 31, 2025.

•

The Compensation Committee supports the Board in monitoring, reviewing, and approving compensation policies and practices and administering share compensation plans. It designs and drives the core components of Barrick’s compensation programs and practices. As the steward of our pay-for-performance philosophy, the Compensation Committee also establishes performance metrics that drive the creation of long-term shareholder value. For further detail about the role and responsibilities of the Compensation Committee, see “2025 Compensation of Named Executive Officers – Compensation Governance and Oversight – Barrick’s Compensation Governance Process – Role of the Compensation Committee” on page 55.

•

The ESG & Nominating Committee supports the Board in establishing the Company’s corporate governance policies and practices, identifying individuals qualified to become directors, reviewing the composition of the Board and its committees, and overseeing the Company’s environmental, safety and health, corporate social responsibility, and human rights programs, policies and performance. The ESG & Nominating Committee monitors developments and emerging best practices as well as the overall effectiveness of Barrick’s corporate governance practices. In addition, the ESG & Nominating Committee is responsible for overseeing the orientation and continuing education program for directors.

Our committee mandates also set out the composition requirements of each committee. Each committee mandate also provides a description of the role and responsibilities of the Chair of the committee, which include:

•

providing leadership to the committee and presiding over committee meetings;

•

working with the Chairman and/or Corporate Secretary, as appropriate, to establish the frequency and agendas of committee meetings;

•

facilitating the flow of information to and from the committee and fostering an environment in which committee members may ask questions and express their viewpoints;

•

reporting to the Board with respect to the activities of the committee and any recommendations of the committee; and

•

leading the committee in annually reviewing and assessing the adequacy of its mandate and its effectiveness in fulfilling its mandate.

The mandate of each of our committees is available on our website at www.barrick.com/about/governance.

The committee mandates authorize each committee to, in its sole discretion, engage external advisors as necessary at the expense of Barrick. Since our last annual meeting, each committee has reviewed its mandate to ensure it reflects the needs of the Company, best practices, and applicable regulatory requirements. All changes to committee mandates from time to time are approved by the ESG & Nominating Committee and the Board.

Barrick Mining Corporation | 2026 Circular

The following chart sets out the members of the committees as of the date of this Circular.


Committee		Members

Audit & Risk Committee⁽¹⁾⁽²⁾		Loreto Silva (Chair), J. Brett Harvey, Anne N. Kabagambe, Robert A.P. Samek, and Pekka J. Vauramo

Compensation Committee⁽³⁾		Isela A. Costantini (Chair), Brian L. Greenspun, J. Brett Harvey, Robert A.P. Samek, and Pekka J. Vauramo

ESG & Nominating Committee		Brian L. Greenspun (Chair), J. Brett Harvey, Anne N. Kabagambe, and Loreto Silva

(1)

All members of the Committee are financially literate and at least one member has accounting or related financial management expertise. Members of the Audit & Risk Committee may not serve on more than two other public company audit committees without Board approval. No member of the Audit & Risk Committee currently serves on the audit committee of more than two other publicly-traded companies.

(2)

The Board has determined that Mr. Harvey is an “audit committee financial expert” as defined by the SEC rules. The rules adopted by the SEC indicate that the designation of such individuals as audit committee financial experts will not deem them to be “experts” for any purpose or impose any duties, obligations, or liabilities on them that are greater than those imposed on other members of the Audit & Risk Committee and Board who do not carry this designation.

(3)	Ms. Costantini will retire from the Board at the Meeting.

Committee membership rotates periodically. At least once per year, the ESG & Nominating Committee reviews the composition of committees and recommends committee members and chairs to the Board for approval.

Meeting Attendance

We expect directors to make every reasonable effort to attend all meetings of the Board and committees of which they are members and the annual meeting of shareholders. Directors may participate by phone or video conference if they cannot attend in person. Subject to extenuating circumstances, directors are expected to attend a minimum of 75% of all Board and committee meetings. All directors satisfied this requirement in 2025. The table below summarizes the number of Board and committee meetings attended by our director nominees from January 1, 2025 to December 31, 2025. The directors’ attendance records are also included in the director profiles under “Directors” beginning on page 19.

Meeting Attendance of Director Nominees⁽¹⁾

Director

Board
Meetings

Committee Meetings

Total Board and
Committee
Meetings to
December 31,
2025

Audit &

Risk

Compensation

ESG &
Nominating

J.L. Thornton

6/6

100%

6 of 6

100%

H. Cai

6/6

100%

6/6

100%

6/6

100%

18 of 18

100%

B.L. Greenspun

6/6

100%

6/6

100%

5/5

100%

17 of 17

100%

J.B. Harvey

6/6

100%

6/6

100%

6/6

100%

5/5

100%

23 of 23

100%

A.N. Kabagambe

6/6

100%

6/6

100%

5/5

100%

17 of 17

100%

L. Silva

6/6

100%

6/6

100%

5/5

100%

17 of 17

100%

P.J. Vauramo⁽²⁾

4/4

100%

4 of 4

100%

(1)	Meeting attendance of director nominees above excludes Messrs. Hill and Samek, who were appointed to the Board on February 4, 2026.

(2)	Mr. Vauramo was appointed to the Board on May 6, 2025 and became a member of the Audit & Risk Committee on November 24, 2025.

Barrick Mining Corporation | 2026 Circular

Meeting Attendance of Directors Not Standing for Re-Election

Director

Board
Meetings

Committee Meetings

Total Board and
Committee
Meetings to
December 31,
2025

Audit &

Risk

Compensation

ESG &
Nominating

D. M. Bristow⁽¹⁾

4/4

100%

4 of 4

100%

B. van Beurden⁽²⁾

4/4

100%

4 of 4

100%

I.A. Costantini⁽³⁾

6/6

100%

6/6

100%

12 of 12

100%

(1)	Mr. Bristow departed from Barrick on September 28, 2025.

(2)	Mr. van Beurden retired from the Board on November 23, 2025.

(3)	Ms. Costantini will retire from the Board at the Meeting.

Barrick Mining Corporation | 2026 Circular

Report on Director Compensation and Equity Ownership

Overall Objectives of the Director Compensation Program

As a voice of all owners, and as owners themselves, our directors are compensated for their oversight, accountability, and stewardship of the Company.

The Compensation Committee oversees director compensation. The Committee periodically reviews compensation for our Non-Executive Directors to attract and retain highly qualified and diverse board members, and to align compensation with the role’s demands at a company of Barrick’s size, scope, and complexity. The Committee periodically considers benchmarking data from Barrick’s Global Peer Group and data from other international mining and general industry companies, with a particular focus on those in Canada and the United States.

Non-Executive Director Compensation Structure

Each Non-Executive Director, including the Chairman, receives annual compensation as shown in the table below, which covers their responsibilities, attendance, and work performed during the year. All directors except for the Chairman are required to receive at least $175,000 (approximately 64%) of their annual retainer in the form of DSUs. They have the option to receive up to 100% of their annual retainer in DSUs, or in cash to purchase Barrick Shares that cannot be sold, transferred, or otherwise disposed of until the director leaves the Board. As the Chairman already holds a significant position of Barrick Shares, he receives his annual retainer entirely in cash.

The Lead Director and the chairs and members of the Board’s standing committees each receive an additional fee due to the workload and broad responsibilities of these positions. These additional fees are paid quarterly in cash. There are no additional meeting fees. Non-Executive Directors do not receive any long-term incentive compensation or pension benefits. Directors who are officers of the Company, including the President and Chief Executive Officer, and the Senior Executive Vice-President, Chief Financial Officer, do not receive any compensation for their services as directors.



Type of Fee	Amount
Annual Retainer Chairman Non-Executive Director		$1,100,000 $275,000
Additional Committee and Other Fees: *Audit & Risk Committee* Chairperson Member		$40,000 $20,000
*Compensation Committee* Chairperson Member		$40,000 $20,000
*ESG & Nominating Committee* Chairperson Member		$25,000 $15,000
Lead Director		$50,000
Meeting Fees		N/A

Non-Executive Director Equity Awards

Deferred Share Unit Plan

Since 2004, DSUs have been the only form of equity awards granted to Non-Executive Directors. Each DSU is a share unit that is equal in value to a Barrick Share and is fully vested upon grant, but is not paid out until the director leaves the Board. Following a director’s departure from the Board, the director may elect, at any time up to the end of the applicable calendar year, to have his or her DSUs redeemed for cash based on the value of Barrick Shares on a redemption date subsequent to his or her notice of resignation from the Board.

Director Stock Options

Non-Executive Directors of the Company have not received options since 2003. The Stock Option Plan (2004) (the 2004 Plan) specifically excludes Non-Executive Directors from receiving options under the 2004 Plan. No current director of the Company owns any options.

Barrick Mining Corporation | 2026 Circular

Director Share Ownership Requirements

To align directors with the long-term success of the Company, Barrick requires them to own Barrick Shares and/or DSUs having a minimum value established by the Board. Barrick Shares held in trust are counted towards the fulfillment of the minimum share ownership requirement.

•

Chairman: The Chairman is required to hold at least three times his annual Board retainer worth of Barrick Shares and/or DSUs.

•

Non-Executive Directors: Each Non-Executive Director is required to hold at least three times his or her annual Board retainer worth of Barrick Shares and/or DSUs and has five years from the date of his or her initial election or appointment to fulfill the share ownership requirement.

The minimum share ownership requirement for the Chairman and Non-Executive Directors is evaluated annually on December 31 and is subject to a grace period whereby if the market value of a director’s equity interest in the Company falls below the minimum share ownership requirement due to a significant decrease in the price of Barrick Shares, such director will have two years from the end of the fiscal quarter in which the value first fell below the minimum requirement to once again meet the requirement.

As at December 31, 2025, as set out below, all of the directors except Messrs. Samek and Vauramo have met their share ownership requirements. Mr. Samek was appointed to the Board in February 2026 and has until February 4, 2031 to meet his share ownership requirement, and Mr. Vauramo was appointed to the Board in May 2025 and has until May 6, 2030 to meet his share ownership requirement.

Barrick Mining Corporation | 2026 Circular

The following table provides details of the share ownership of our directors, other than Mark F. Hill, the President and Chief Executive Officer, whose share ownership requirements are disclosed under “2025 Compensation of Named Executive Officers – Managing Compensation Risks – NEO Share Ownership Requirements” beginning on page 60.

Share Ownership of Directors

Name

Date

Value of

Barrick

Shares

(# of Barrick

Shares)

Value of
DSUs

(# of DSUs)

Total Value of

Barrick Shares

and DSUs⁽¹⁾

(# of Barrick

Shares and DSUs)

Value as Multiple

of Retainer or
Salary as
at
December 31, 2025

Share

Ownership

Requirement

Met as at

December 31, 2025

(✓)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

John L. Thornton⁽²⁾

December 31, 2025

$119,419,631

(2,742,127)

$58,226

(1,337)

$119,477,857

(2,743,464)

108.6x

✓

March 1, 2026

$139,135,524

(2,742,127)

$67,839

(1,337)

$139,203,363

(2,743,464)

Helen Cai⁽³⁾

December 31, 2025

Nil

(Nil)

$2,757,630

(63,321)

$2,757,630

(63,321)

10.0x

✓

March 1, 2026

Nil

(Nil)

$3,212,908

(63,321)

$3,212,908

(63,321)

Isela A. Costantini⁽⁴⁾

December 31, 2025

Nil

(Nil)

$2,049,594

(47,063)

$2,049,594

(47,063)

7.5x

✓

March 1, 2026

Nil

(Nil)

$2,387,977

(47,063)

$2,387,977

(47,063)

Brian L. Greenspun

December 31, 2025

$1,358,107

(31,185)

$7,271,413

(166,967)

$8,629,520

(198,152)

31.4x

✓

March 1, 2026

$1,582,327

(31,185)

$8,471,906

(166,967)

$10,054,232

(198,152)

J. Brett Harvey

December 31, 2025

$1,270,571

(29,175)

$9,951,088

(228,498)

$11,221,659

(257,673)

40.8x

✓

March 1, 2026

$1,480,340

(29,175)

$11,593,989

(228,498)

$13,074,328

(257,673)

Anne N. Kabagambe

December 31, 2025

$191,272

(4,392)

$2,183,162

(50,130)

$2,374,433

(54,522)

8.6x

✓

March 1, 2026

$222,850

(4,392)

$2,543,596

(50,130)

$2,766,446

(54,522)

Robert A.P. Samek⁽⁵⁾

December 31, 2025

N/A

March 1, 2026

$451,586

(8,900)

Nil

(Nil)

$451,586

(8,900)

Loreto Silva

December 31, 2025

Nil

(Nil)

$3,473,809

(79,766)

$3,473,809

(79,766)

12.6x

✓

March 1, 2026

Nil

(Nil)

$4,047,327

(79,766)

$4,047,327

(79,766)

Pekka J. Vauramo

December 31, 2025

Nil

(Nil)

$156,345

(3,590)

$156,345

(3,590)

0.6x

N/A

March 1, 2026

$629,176

(12,400)

$182,157

(3,590)

$811,333

(15,990)

(1)	The values of Barrick Shares and DSUs are based on the closing price of Barrick Shares on the NYSE as at December 31, 2025 ($43.55), and February 27, 2026 ($50.74), the last trading day prior to March 1, 2026.

(2)

Mr. Thornton’s share ownership was assessed as a multiple of his $1,100,000 annual retainer. 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.

(3)

Ms. Cai was a Non-Executive Director from January 1, 2025 to February 28, 2026, during which period she was subject to the share ownership requirements for Non-Executive Directors. Ms. Cai was appointed Senior Executive Vice-President, Chief Financial Officer effective March 1, 2026 and will be subject to the applicable NEO share ownership requirements to be disclosed in the 2027 Information Circular. The 2025 NEO share ownership requirements are further described under “2025 Compensation of Named Executive Officers – Managing Compensation Risks – NEO Share Ownership Requirements” beginning on page 60.

(4)	Ms. Costantini will retire from the Board at the Meeting.

(5)	Mr. Samek was appointed to the Board in February 2026.

Barrick Mining Corporation | 2026 Circular

Director Compensation Summary for 2025

The following table provides details of the compensation for Barrick’s directors during 2025, other than D. Mark Bristow, the former President and Chief Executive Officer, whose compensation is disclosed in “2025 Compensation of Named Executive Officers – Summary Compensation Table” on page 65 and who received no additional compensation as a result of his service as a former director of Barrick.

Director Compensation Table for the Year Ended December 31, 2025⁽¹⁾

Name

2025 Committee
Memberships

Fees
Earned⁽²⁾

Share-Based
Awards⁽²⁾

Option-Based
Awards

All Other
Compensation

Total
Compensation

(a)

(b)

(c)

(d)

(e)

(f)

(g)

John L. Thornton⁽³⁾

Chairman

$1,100,000

Nil

$68,461

$1,168,461

Helen Cai⁽⁴⁾

Audit & Risk;
Compensation

$40,000

$275,000

Nil

$315,000

Christopher L. Coleman⁽⁵⁾

Compensation;
ESG&N

$38,558

$68,750

Nil

$107,308

Isela A. Costantini⁽⁶⁾

Compensation (Chair)

$40,000

$275,000

Nil

$315,000

Brian L. Greenspun⁽⁷⁾

ESG&N (Chair);
Compensation

$45,000

$275,000

Nil

$320,000

J. Brett Harvey⁽⁸⁾

Former Lead Director;
ESG&N; Audit & Risk;
Compensation

$85,163

$275,000

Nil

$360,163

Anne N. Kabagambe⁽⁹⁾

Audit & Risk; ESG&N

$135,000

$175,000

Nil

$310,000

Andrew J. Quinn⁽¹⁰⁾

Audit & Risk

$33,365

$68,750

Nil

$102,115

Loreto Silva⁽¹¹⁾

Lead Director, Audit &
Risk (Chair); ESG&N

$160,163

$175,000

Nil

$335,163

Ben van Beurden⁽¹²⁾

Former Lead Director

$95,412

$70,673

Nil

$166,085

Pekka J. Vauramo⁽¹³⁾

Audit & Risk

$67,450

$114,423

Nil

$181,873

(1)	Compensation for Non-Executive Directors is paid in U.S. dollars.

(2)

Figures shown in the Fees Earned column reflect the portion of the annual retainer paid in the form of cash, as well as additional retainers paid to certain directors in cash, as described in “Non-Executive Director Compensation Structure” on page 29. Figures in the Share-Based Awards column reflect the portion of the annual retainer paid in the form of DSUs. For 2025, Ms. Cai and Costantini and Messrs. Coleman, Greenspun, Harvey and Quinn elected to receive 100% of the director retainer in DSUs. Ms. Kabagambe and Ms. Silva and Messrs. van Beurden and Vauramo elected to receive the mandated portion of the director retainer in DSUs, equivalent to approximately 64%. See the “Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2025” table on page 34 for the total value realized upon vesting of the DSUs awarded to directors for their services as directors for 2025.

(3)	Mr. Thornton received an annual retainer of $1,100,000 for his role as Chairman, as disclosed under the Fees Earned column. In 2025, benefits and perquisites of $68,461 included accidental death & dismemberment and disability premiums, group health benefits, and a club membership.

(4)	Ms. Cai received a fee of $20,000 for her membership on the Compensation Committee, and a fee of $20,000 for her membership on the Audit & Risk Committee.

(5)

Mr. Coleman retired from the Board on May 6, 2025. He received a prorated fee of $95,192 for his services as director of the Board from January 1, 2025 to May 5, 2025. He received a prorated fee of $6,923 for his membership on the Compensation Committee and a prorated fee of $5,192 for his membership on the ESG & Nominating Committee from January 1, 2025 to May 5, 2025.

(6)	Ms. Costantini received a fee of $40,000 for her role as the Chair of the Compensation Committee. Ms. Costantini will retire from the Board at the Meeting.

(7)	Mr. Greenspun received a fee of $25,000 for his role as the Chair of the ESG & Nominating Committee, and a fee of $20,000 for his membership on the Compensation Committee.

(8)

Mr. Harvey received a prorated fee of $30,163 for his role as former Lead Director from January 1, 2025 to August 7, 2025, a fee of $20,000 for his membership on the Audit & Risk Committee, a fee of $20,000 for his membership on the Compensation Committee, and a fee of $15,000 for his membership on the ESG & Nominating Committee.

(9)	Ms. Kabagambe received a fee of $20,000 for her membership on the Audit & Risk Committee, and a fee of $15,000 for her membership on the ESG & Nominating Committee.

(10)	Mr. Quinn retired from the Board on May 6, 2025. He received a prorated fee of $95,192 for his services as director of the Board from January 1, 2025 to May 5, 2025. He received a prorated fee of $6,923 for his membership on the Audit & Risk Committee from January 1, 2025 to May 5, 2025.

(11)	Ms. Silva received a fee of $40,000 for her role as Chair of the Audit & Risk Committee, and a fee of $15,000 for her membership on the ESG & Nominating Committee. She also received a prorated fee of $5,163 for her role as Lead Director from November 24, 2025 to December 31, 2025.

(12)

Mr. van Beurden joined the Board on May 6, 2025 and retired from the Board on November 23, 2025. He received a prorated fee of $151,411 for his services as director of the Board from May 6, 2025 to November 23, 2025. He received a prorated fee of $14,674 for his role as former Lead Director from August 8, 2025 to November 23, 2025.

(13)	Mr. Vauramo joined the Board on May 6, 2025 and he received a prorated fee of $179,808 for his services as director of the Board from May 6, 2025 to December 31, 2025, and $2,065 for his membership on Audit & Risk Committee from November 24, 2025 to December 31, 2025.

Barrick Mining Corporation | 2026 Circular

Aggregate Option Exercises During Financial Year Ended December 31, 2025

None of our directors have outstanding stock options.

Outstanding Share-Based Awards and Option-Based Awards as at Year Ended December 31, 2025

The following table provides information for all unvested share-based awards and all option awards outstanding as at December 31, 2025 for directors other than D. Mark Bristow, the former President and Chief Executive Officer, whose awards are disclosed in “2025 Compensation of Named Executive Officers – Incentive Plan Award Tables – Outstanding Share-Based Awards and Option-Based Awards as at Year Ended December 31, 2025” on page 69.

Option Awards

Share-Based Awards⁽¹⁾

Name

Number of
Securities
Underlying
Unexercised
Options

(#)

Option
Exercise
Price

($)

Option
Expiration
Date

Value of
Unexercised In-
the-Money
Options or
Similar
Instruments

Number of
Shares or Units
That Have Not
Vested

Market or Payout
Value of Share-
Based Awards
That Have Not
Vested

Market or
Payout Value
of Vested
Share-Based
Awards Not
Paid Out or
Distributed⁽²⁾

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

John L. Thornton⁽³⁾

Nil

$58,226

Helen Cai

Nil

$2,757,630

Christopher L. Coleman⁽⁴⁾

Nil

Isela A. Costantini⁽⁵⁾

Nil

$2,049,594

Brian L. Greenspun

Nil

$7,271,413

J. Brett Harvey

Nil

$9,951,088

Anne N. Kabagambe

Nil

$2,183,162

Andrew J. Quinn⁽⁴⁾

Nil

Loreto Silva

Nil

$3,473,809

Ben van Beurden⁽⁶⁾

Nil

Pekka J. Vauramo

Nil

$156,345

(1)

Non-Executive Directors are awarded DSUs which vest immediately upon grant but must be retained until the director leaves the Board, at which time the cash value of the DSUs will be paid out. See the “Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2025” table on the next page for information on the DSUs awarded to directors in 2025.

(2)	The amounts shown in column (h) are the value of the total number of DSUs held by each director as at December 31, 2025, multiplied by the closing price of Barrick Shares on the NYSE on December 31, 2025 ($43.55).

(3)	Mr. Thornton’s vested share-based awards that have yet to be paid out or distributed include 1,059 DSUs and 252 DSU dividend equivalents that he received for his service as an independent director of the Board from February 15, 2012 to June 5, 2012.

(4)	Messrs. Coleman and Quinn retired from the Board on May 6, 2025.

(5)	Ms. Costantini will retire from the Board at the Meeting.

(6)	Mr. van Beurden retired from the Board on November 23, 2025.

Barrick Mining Corporation | 2026 Circular

Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2025

The following table provides information on the value realized upon vesting of option-based and share-based awards as well as non-equity incentive plan awards for each of the directors in 2025, other than D. Mark Bristow, the former President and Chief Executive Officer, whose awards are disclosed in “2025 Compensation of Named Executive Officers – Incentive Plan Award Tables – Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2025” on page 70.

Name

(a)

Option-Based Awards –
Value Vested

During the Year⁽¹⁾

(b)

Share-Based Awards –
Value Vested
During the Year⁽²⁾

(c)

Non-Equity
Incentive Plan
Compensation –
Value Earned
During the Year

(d)

John L. Thornton⁽³⁾

Nil

$695

Nil

Helen Cai⁽⁴⁾

Nil

$305,388

Nil

Christopher L. Coleman⁽⁵⁾

Nil

$88,464

Nil

Isela A. Costantini⁽⁶⁾

Nil

$296,939

Nil

Brian L. Greenspun⁽⁷⁾

Nil

$359,247

Nil

J. Brett Harvey⁽⁸⁾

Nil

$391,222

Nil

Anne N. Kabagambe⁽⁹⁾

Nil

$199,448

Nil

Andrew J. Quinn⁽¹⁰⁾

Nil

$88,464

Nil

Loreto Silva⁽¹¹⁾

Nil

$214,848

Nil

Ben van Beurden⁽¹²⁾

Nil

$71,322

Nil

Pekka J. Vauramo⁽¹³⁾

Nil

$115,072

Nil

(1)	No directors had outstanding options as at December 31, 2025.

(2)

For all directors except Mr. Thornton, the figures shown represent all DSUs awarded that vested in 2025. In 2025, Ms. Cai and Ms. Costantini and Messrs. Coleman, Greenspun, Harvey, and Quinn elected to receive 100% of the director retainer in DSUs. Ms. Kabagambe, Ms. Silva, and Messrs. van Beurden and Vauramo elected to receive the mandated portion of the director retainer in DSUs, equivalent to approximately 64%. For Mr. Thornton, the figure shown reflects the DSU dividend equivalents credited to his account based on the DSUs that he received for his service as an independent director of the Board from February 15, 2012 to June 5, 2012. Because DSUs vest immediately upon issuance, the value of DSUs that vested in 2025 is determined by multiplying the number of DSUs issued to each director in the year by the closing price of Barrick Shares on the NYSE on the applicable date of issuance.

(3)	Mr. Thornton’s share-based awards include 26 DSU dividend equivalents.

(4)	Ms. Cai’s share-based awards include 10,436 DSUs and 1,090 DSU dividend equivalents.

(5)	Mr. Coleman retired from the Board on May 6, 2025. Mr. Coleman’s share-based awards include 3,551 DSUs and 980 DSU dividend equivalents.

(6)	Ms. Costantini’s share-based awards include 10,436 DSUs and 782 DSU dividend equivalents. Ms. Costantini will retire from the Board at the Meeting.

(7)	Mr. Greenspun’s share-based awards include 10,436 DSUs and 3,055 DSU dividend equivalents.

(8)	Mr. Harvey’s share-based awards include 10,436 DSUs and 4,221 DSU dividend equivalents.

(9)	Ms. Kabagambe’s share-based awards include 6,642 DSUs and 879 DSU dividend equivalents.

(10)	Mr. Quinn retired from the Board on May 6, 2025. Mr. Quinn’s share-based awards include 3,551 DSUs and 980 DSU dividend equivalents.

(11)	Ms. Silva’s share-based awards include 6,642 DSUs and 1,441 DSU dividend equivalents.

(12)	Mr. van Beurden retired from the Board on November 23, 2025. Mr. van Beurden’s share-based awards include 2,594 DSUs and 18 DSU dividend equivalents.

(13)	Mr. Vauramo’s share-based awards include 3,572 DSUs and 18 DSU dividend equivalents.

Barrick Mining Corporation | 2026 Circular

Compensation Discussion & Analysis

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

An authentic partnership culture is Barrick’s most distinctive and sustainable competitive advantage. We are a Company of Owners who take responsibility, hold each other accountable, work with a sense of urgency, and always seek to improve.

Overview of our Executive Compensation Program

Compensation at Barrick rewards execution of our overarching vision: to be the world’s most valued gold and copper mining business by finding, developing, and owning the best assets, with the best people, to deliver sustainable returns for our owners and partners. We have created a compensation system in consultation with our shareholders that is designed to drive deep emotional and financial ownership among our Named Executive Officers (NEOs), now and over the long-term. Key highlights include:

✓

A significant portion of executive compensation is long-term in nature, in the form of Barrick Shares or units that convert into Barrick Shares.

✓

Leaders are subject to market-leading share ownership requirements.

✓

Performance is evaluated based on short-term and long-term measures chosen to drive the highest levels of performance and execution.

✓

We offer competitive compensation to attract, retain, and motivate exceptional talent.

Barrick’s executive compensation framework was supported by 91.28% of shareholders at our last Annual and Special Meeting.

We have continued to update the framework to meet the evolving demands of our business and market. Key updates include:

•

100% of all incentive compensation is tied to performance, with 35% directly tied to our relative TSR performance since 2023.

•

In line with our pay for performance philosophy and in response to shareholder feedback, the performance measures for our Annual Performance Incentive (API) Program and Long-Term Company Scorecard are strongly aligned with the performance of the Company as a whole. 70% of the API Scorecard is linked to quantifiable, company-wide measures, an increase from 50% in 2024. 100% of the LTI Scorecard is linked to company-wide financial and non-financial measures that were selected to drive our differentiated growth strategy.

•

Our 2025 compensation decisions reflect our performance in operations, sustainability, and safety, which is holistically assessed through our API Scorecards and Long-Term Company Scorecard. In 2025, Safety accounted for 15% of API Scorecard performance (up from 10% in 2024) with new indicators introduced to track our effectiveness in successfully implementing mitigating or corrective actions identified in investigations of safety incidents (which we refer to as Actions Close Out from All Incident Investigations) and our processes to evaluate in-field critical controls and safeguards in relation to the Company’s safety standards (which we refer to as Critical Control Verifications). As a consequence of the four fatalities recorded in 2025, the outcome for the Company API Scorecard was reduced by 5%, the outcome for the Africa and Middle East Regional API Scorecard was reduced by 10%, and the outcome for the Sustainability measure in the Long-Term Company Scorecard was capped at 75% despite the A grade.

•

We are a Company of owners who are financially invested in Barrick’s success, which is reflected in the breadth and depth of share ownership across the Company. As of March 1, 2026, NEOs (excluding the former President and Chief Executive Officer and former Senior Executive Vice-President, Chief Financial Officer) held over 820,000 Barrick Shares worth more than $41.6 million, and the Board (excluding the President and Chief Executive Officer) held over 2.8 million Barrick Shares worth more than $143 million.

Barrick Mining Corporation | 2026 Circular

2025 Compensation of Named Executive Officers

Our NEOs participate in Barrick’s Partnership Plan, which provides eligibility for the API Program, the Performance Granted Share Unit (PGSU) Plan, and the Partner Change in Control Severance Plan (Change in Control Plan). Our NEOs are also subject to market-leading share ownership requirements, which reflects the deep commitment to long-term ownership at the heart of our partnership culture.

2025 Named Executive Officers

This Circular reports the compensation paid to our NEOs in 2025:


Mark F. Hill		President and Chief Executive Officer⁽¹⁾

Sebastiaan Bock		Chief Operating Officer, Africa and Middle East

Darian K. Rich		Chief Human Resources Officer

Poupak Bahamin		General Counsel and Chief Compliance Officer⁽²⁾

D. Mark Bristow		Former President and Chief Executive Officer⁽³⁾

Graham P. Shuttleworth		Former Senior Executive Vice-President, Chief Financial Officer⁽⁴⁾

(1)

Mr. Hill was appointed Group Chief Operating Officer and Interim President and Chief Executive Officer on September 29, 2025 and then appointed President and Chief Executive Officer on February 4, 2026. Prior to his appointment as Group Chief Operating Officer and Interim President and Chief Executive Officer, Mr. Hill was Chief Operating Officer, Latin America and Asia Pacific.

(2)	Ms. Bahamin was appointed Chief Legal Officer on November 19, 2025 and then appointed General Counsel and Chief Compliance Officer on March 9, 2026.

(3)	Mr. Bristow departed from the Company on September 28, 2025.

(4)	Mr. Shuttleworth departed from the Company on February 28, 2026.

Our NEO compensation program involves three principal elements:

•

Base Salary, which is a fixed cash amount set for each executive role by the Compensation Committee.

•

API, which is a cash bonus tied to annual goals and assessed predominantly on company-wide performance with an individual performance component.

•

PGSUs, which are equity awards for long-term company-wide performance with holding requirements that tie each NEO’s wealth to the Company’s sustained success and shareholder returns.

These and other elements of our executive compensation are described below.

Base Salary

Base salaries are determined based on the scope of individual responsibilities, skills, and performance. The Compensation Committee annually reviews the base salaries of our NEOs to ensure they remain competitive internally and externally, relative to roles of similar scope and responsibility.

In 2024, the Compensation Committee approved a two-step base salary increase for our Chief Operating Officer, Africa and Middle East. Accordingly, effective January 1, 2025, his base salary was increased from $550,000 per annum to $575,000 per annum.

Following Barrick’s leadership transition in 2025, the President and Chief Executive Officer reviewed the base salaries of the Executive Leadership Team. He recommended, and the Compensation Committee approved, base salary increases for the Chief Human Resources Officer and General Counsel and Chief Compliance Officer to $600,000 per annum. The increase took effect on November 1, 2025 for the Chief Human Resources Officer commensurate with his appointment to the role and November 19, 2025 for the General Counsel and Chief Compliance Officer commensurate with her then-appointment to Chief Legal Officer. The Chief Operating Officer, Africa and Middle East received a 3% market salary adjustment effective March 1, 2026.

Commensurate with the appointment of the Group Chief Operating Officer and Interim President and Chief Executive Officer on September 29, 2025, the Board and the Compensation Committee approved a salary of $1,000,000 per annum. Following his appointment to President and Chief Executive Officer on February 4, 2026, the Board and the Compensation Committee approved a salary of $1,400,000 per annum.

There were no base salary adjustments for any other NEOs.

Annual Performance Incentive Program

The API Program is a key component of our Partnership Plan, originally designed in 2014 to incentivize a strong individual focus on the execution of our strategic priorities. For our Partners (including our NEOs), the maximum API opportunity is capped at 150% – 300% of base salary (depending on role). API payouts are generally delivered in cash, unless otherwise determined by the Compensation Committee. Consistent with our pay-for-performance philosophy, there are no API awards for below-threshold performance and maximum API awards will only be made in cases of demonstrably superior performance across all performance categories.

Barrick Mining Corporation | 2026 Circular

The API Scorecards include performance measures for company-wide performance in ESG, Production, and Costs, as well as individually-tailored performance measures for performance against individual-specific Strategic Priorities. In 2024, the Compensation Committee approved a two-step reduction to the weighting of the individual component from 70% to 50%, and a further reduction from 50% to 30% in 2025. For 2025, the weighting of the company-wide performance component (ESG, Production, and Costs) was commensurately increased to 70%. The Safety weighting was increased from 10% to 15%. See “2025 Performance Considerations for NEOs – 2025 Annual Performance Incentive Considerations” on page 45 for an overview of the 2025 API Scorecard applicable to the NEOs.

We review our business plan at the beginning of each year to develop target performance ranges. The 2025 targets and ranges for the ESG, Production, and Cost measures, consistent with those applied to the rest of the organization, were approved by the Compensation Committee. Strategic Priorities for our NEOs were developed in consultation with the former President and Chief Executive Officer. Strategic Priorities for the former President and Chief Executive Officer were developed in consultation with the Chairman and the Lead Director.

For the 2025 performance period, the President and Chief Executive Officer holistically evaluated our NEOs’ performance against the Strategic Priorities. The Chairman, with input from the Lead Director, holistically evaluated the President and Chief Executive Officer’s achievements against the strategic priorities originally set for his role as Chief Operating Officer, Latin America and Asia Pacific.

For the Strategic Priorities component, an overall rating from zero to five was assigned to allow for performance-based differentiation. The rating was then converted to a percentage ranging from 0% (minimum) to 100% (maximum), which is multiplied by 30% of the API Opportunity for each of our NEOs to determine payouts. Performance for the ESG, Production, and Costs measures was reviewed by the Compensation Committee against the applicable performance ranges to determine payouts for the remaining 70% of the API Opportunity. Performance was linearly interpolated between threshold and maximum performance levels to determine payouts.

The Compensation Committee determined the 2025 API awards for our NEOs using the following payout formula:

LOGO

The payout formula is intended as a guideline, and the Compensation Committee has the discretion to approve and/or recommend to the independent directors of the Board a different payout from the value determined by the API Scorecards. The Compensation Committee may also make adjustments to the performance measures in each API Scorecard to reflect significant one-time items which occur during the performance period. Any such adjustments will be fully disclosed in our Information Circular each year. It is possible to receive no annual payout based on API Scorecard performance. API recommendations are considered by the Compensation Committee at the end of each year and decisions are generally made in February after the end of each year, once audited financial statements are approved by the Board.

See “2025 Performance Considerations for NEOs – 2025 Annual Performance Incentive Considerations” for detailed pay and performance highlights for our NEOs.

Performance Granted Share Units (PGSUs)

The PGSU Plan was introduced in 2015 to ensure our NEOs and other Partnership Plan participants are financially and emotionally invested in Barrick’s long-term success. NEOs receive 100% of any annual LTI earned based on performance in the form of PGSUs, which are share-based units that convert into Barrick Shares upon vesting. PGSUs, even after they convert to Barrick Shares, are subject to further holding requirements.

Each year, PGSUs are awarded based on the Compensation Committee’s multi-year assessment of the Company’s performance against our Long-Term Company Scorecard, which includes financial and non-financial metrics that we review against our strategic plan and investor guidance. Target ranges for performance measures are reviewed annually and set based on stretch levels of performance that reflect Barrick’s life of mine plans and strategy, shareholder expectations, and the competitive environment. See “2025 Performance Considerations for NEOs – 2025 Long-Term Company Scorecard (for 2025 PGSU Awards)” on page 40 for the results of the 2025 Long-Term Company Scorecard.

Barrick Mining Corporation | 2026 Circular

The Compensation Committee determined the 2025 PGSUs for our NEOs using the following payout formula. The payout formula is intended as a guideline, and the Compensation Committee has the discretion to approve and/or recommend to the Board that an NEO receive a different payout from the value determined by the Long-Term Company Scorecard. Maximum LTI awards will only be granted in cases of sustained long-term superior performance across all scorecard categories, and it is possible to receive no annual award of PGSUs based on Long-Term Company Scorecard performance.

LOGO

Illustrative Life Cycle of PGSUs

The following diagram illustrates the life cycle of PGSUs, from grant to payout, following termination of employment or retirement. PGSU awards granted in February 2026 in respect of 2025 were determined using the 2025 Long-Term Company Scorecard. PGSUs vest in one-third increments over 33 months. The key characteristics of the PGSU awards are included in Schedule C of this Circular. See “2025 Performance Considerations for NEOs – 2025 Long-Term Company Scorecard (for 2025 PGSU Awards)” on page 40 for the results of the 2025 Long-Term Company Scorecard.

LOGO

Barrick Mining Corporation | 2026 Circular

All PGSUs, including converted Barrick Shares upon vesting, are subject to Barrick’s Clawback Policy and Executive Officer Recovery Policy. See “Managing Compensation Risks – Clawback Policy and Executive Officer Recovery Policy” on page 59 and “Managing Compensation Risks – NEO Share Ownership Requirements” on page 60 for further details.

Restricted Share Units

RSUs may be awarded to newly-hired officers in recognition of forfeited compensation upon joining Barrick or may be granted from time to time in recognition of a promotion, long-term retention, or other needs as deemed appropriate by the Compensation Committee. RSUs vest up to three years from the date of grant (as specified by the Compensation Committee at the time of the grant) and are settled in After-Tax Shares unless otherwise determined by the Compensation Committee. RSUs are granted on a case-by-case basis.

In 2018, the RSU Plan was amended and renamed the Long-Term Incentive Plan. Among other things, the Long-Term Incentive Plan provides the Compensation Committee with the flexibility to grant LTI in the form of After-Tax Shares. The key characteristics of unvested RSU awards are described in Schedule D of the Circular.

Previous Compensation Policies and Arrangements that Continue to Apply

Stock Options and Deferred Cash Awards

We no longer grant stock options or deferred cash awards (including cash-settled RSUs) for executive compensation purposes. None of the NEOs have outstanding stock options.

Restructured Retention Award for the Former President and Chief Executive Officer and the Former Senior Executive Vice-President, Chief Financial Officer

In February 2019, in connection with the annual grant process, PGSUs were awarded to the former President and Chief Executive Officer for his role in Barrick’s merger with Randgold Resources Limited. The former Senior Executive Vice-President, Chief Financial Officer also received a PGSU award in February 2019.

As described in our 2020 Information Circular, these PGSU awards were restructured in 2020, with one-third of the original awards retained and two-thirds restructured as RSU grants that were approved by the Compensation Committee and the Board in February 2021. As mutually determined by the Compensation Committee, the independent directors of the Board, the former President and Chief Executive Officer, and the former Senior Executive Vice-President, Chief Financial Officer, certain tranches of these RSU grants were forfeited or further restructured to (1) ensure strong alignment of compensation with the overall shareholder experience, and (2) extend the retention period for these key executives in line with the best interests of the Company and its shareholders. RSUs granted pursuant to these restructured retention awards (Restructured Retention RSU Awards) vest 33 months following the date of grant and upon vesting, the After-Tax Shares are subject to a holding period that precludes any sale of such After-Tax Shares until minimum share ownership requirements are met (in which case only the excess may be sold) or until retirement or departure from the Company.

The former Senior Executive Vice-President, Chief Financial Officer’s final Restructured Retention RSU Award vested in December 2025 and the holding restrictions were not applicable as minimum share ownership requirements were met, in line with the requirements described above. The former President and Chief Executive Officer had no Restructured Retention RSU Awards outstanding during 2025.

Other Executive Compensation Elements

Barrick Share Purchase Plan

The Barrick Share Purchase Plan (BSPP) allows our people to purchase Barrick Shares through payroll deduction, with a matching Company purchase up to a value of $4,000 (Cdn $5,000) per year. The value of the matching Company purchase is reviewed annually and is subject to change from time to time. These matching Barrick Shares must be held until the earlier of five years from the date of purchase or departure from the Company.

Executive Retirement Plans

Our Executive Retirement Plans provide for annual employer contributions equal to 15% of each eligible officer’s annual earned salary and API, which accrue with interest until termination of employment (before the participant’s retirement date) or until retirement, as applicable. The accrued contributions are paid to the eligible officer in cash upon termination or retirement, as applicable. See “2025 Compensation of Named Executive Officers – Executive Retirement Plans” on page 70.

Other Benefits and Perquisites

We provide competitive benefits and perquisites. Barrick’s group benefits package for individuals who work full-time may include health, dental, life, disability, and accidental death and dismemberment (AD&D) coverage. Our executives, including our NEOs, may

Barrick Mining Corporation | 2026 Circular

be eligible for additional benefits and perquisites which may include financial and tax counselling and executive medicals. Certain individuals are eligible for additional perquisites, including additional life, AD&D and long-term disability coverage, as well as legacy car allowances and ground and air transport.

To ensure the best people are in the right positions throughout our global business, we provide relocation support to employees as needed.

2025 Performance Considerations for NEOs

2025 Long-Term Company Scorecard (for 2025 PGSU Awards)

PGSU awards granted in February 2026 in respect of 2025 were determined using the 2025 Long-Term Company Scorecard, with 50% linked to returns and 50% linked to company-wide performance in growth and sustainability. A three-year lookback performance period (2023 – 2025) applies to Relative TSR, ROCE, and Reserves Replacement. Three-year performance for Relative TSR was assessed over 2023 to 2025 on a cumulative basis. Three-year trailing average performance was assessed for ROCE and Reserve Replacement based on performance in 2023, 2024 and 2025. 2025 and historical trending performance were assessed for the remaining measures.

For the 2025 PGSU awards, an overall score of 60% was achieved on the Long-Term Company Scorecard. While the company achieved an overall Grade of A in Sustainability, the Compensation Committee, at its discretion, capped the score at 75% of its maximum to reflect the Company’s 2025 and three-year trending safety record. We are committed to providing a zero harm workplace, and we adjust our compensation to reflect that goal.

Category

Long-Term
Performance
Measure

Weighting

Performance
Period

Long-Term Performance Basis

Summary of Assessment

(see accompanying narrative for
further details)

Multi-year
Outcome

Threshold

(25% payout)

Maximum

(100% payout)

Returns

Relative TSR
versus the
constituent
companies
in the GDX^(a)

35%

2023 – 2025

50^th percentile

75^th percentile

Relative TSR positioned at 31^st percentile versus the GDX constituents

Nil

Return on
Capital
Employed
(ROCE)^(b)

15%

2023 – 2025

10%

15%

2025: 32.5%; 3-year average ROCE^(b) of 21.0%

15%

Growth

Reserve
Replacement^(c)

15%

2023 – 2025

3-year rolling average Reserve Replacement >75%

3-year rolling average Reserve Replacement >100%

2025: 29%; 3-year average Reserves Replacement of 504%^(c)

15%

Strategic
Execution^(d)

15%

2025 and year-over-year trending

Achievement of key priorities and milestones tracked to advance the execution of our strategy

$2.4 billion returned to shareholders in 2025 including share buybacks; continued drill testing of new greenfields prospects in Canada, Nevada, Peru, and Tanzania, with results highlighting further potential in Nevada and Kibali; successfully completed Pueblo Viejo throughput improvement projects; transitioned Lumwana project to execution phase; received Environmental Impact Assessment approval for Zaldivar mine extending it to 2051; resolved ongoing disputes in Mali and regained control of Loulo-Gounkoto; continued focus on developing the next generation of talent with expansions of the Barrick Academy and investment into a wide range of leadership, technical, and operational readiness programs deployed across the Company

15%

Barrick Mining Corporation | 2026 Circular

Category

Long-Term
Performance
Measure

Weighting

Performance
Period

Long-Term Performance Basis

Summary of Assessment

(see accompanying narrative for
further details)

Multi-year
Outcome

Threshold

(25% payout)

Maximum

(100% payout)

Sustainability

ESG and
License to
Operate^(e)

20%

2025 and year-over-year trending

Grade C or lower

Grade A

Grade A, but payout adjusted to 75% to reflect 2025 and 3-year trending fatalities

15%

2025 Long-Term Performance Outcome (of 100%)

60%

(a)	Relative TSR is assessed on a cumulative total return basis over the relevant performance period. Dividends paid on Barrick Shares are assumed to be reinvested at the closing share price on the dividend payment date. Relative TSR is calculated with one-month opening and closing averaging periods.

(b)

ROCE is a financial metric that measures profitability as a ratio to the capital base and is therefore a commonly used metric in the mining industry. ROCE measures return on capital employed by taking Adjusted EBIT (Adjusted EBITDA less depreciation) and dividing by the average capital employed. Adjusted EBITDA is disclosed on page 68 of the MD&A accompanying Barrick’s fourth quarter and full year 2025 financial statements. Capital employed is calculated as total assets exclusive of cash (adjusted for Construction in Progress and assets currently not being depreciated) net of total liabilities exclusive of debt. Construction in Progress and assets currently not being depreciated are disclosed in note 19a to the audited annual financial statements for the year ended December 31, 2025 and primarily relate to assets under construction at our operating mines as well as our development projects including Pascua-Lama, Norte Abierto and Reko Diq. Adjusted EBIT and Adjusted EBITDA are non-GAAP financial performance measures with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. For further information and a detailed reconciliation of these non-GAAP measures to the most recently comparable IFRS measures, please see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 81.

(c)

Reserves Replacement supports our long-term production forecast and growth profile and is calculated from the cumulative net change in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years divided by the cumulative depletion in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years (excluding attributable acquisitions and divestments). Gold equivalent ounces are calculated using the relevant reserve prices for each respective year. For further details, see “Other Information – Technical Information – Reserve Replacement” on page 86.

(d)

Successful strategy execution will be qualitatively assessed based on considerations such as: capital projects status and progress; ongoing portfolio optimization through asset divestitures and development of growth opportunities consistent with our targeted returns on invested capital and strategic focus; execution of plans to deliver free cash flow per share on a sustainable basis and to drive unit cost efficiencies throughout the business; application of fit-for-purpose processes to drive effective and efficient execution, including demonstrable actions taken to address critical issues facing the business; and achievement of important milestones for strategy execution. Strategic execution will also consider progress towards Barrick’s human capital priorities.

(e)

Sustainability and license to operate will be assessed based on Barrick’s Sustainability Scorecard which includes quantitative and qualitative measures that track our performance against safety, social and economic development, human rights, environment (including climate), and governance and compliance indicators that are important to Barrick. The assessment will also consider our success in building and maintaining strong relationships with core stakeholders to maintain our license to operate around the world. See “2025 Sustainability Scorecard Assessment Framework” on page 43.

Financial Performance Measures (50% weighting)

Relative TSR (35% weighting, assessment: Nil):

Following the Compensation Committee’s thorough review of the Long-Term Company Scorecard in 2023 and taking shareholder feedback into account, we increased the weighting of relative TSR from 15% to 35% and updated the relative TSR peer group from the MSCI Metals & Mining Index to the GDX, which is our external benchmark for TSR performance, to enable a more direct performance comparison with other global gold companies with whom Barrick competes for investment capital. The GDX was used as the relative TSR benchmark for 2025 PGSU awards. The minimum level of performance required to qualify for an award for this measure is median performance, with upper quartile performance qualifying for a maximum award. Despite returns of 170% over the performance period, Barrick’s relative TSR performance, positioned at the 31^st percentile versus the constituents of the GDX, was below the minimum level of performance required to qualify for an award for this year. Based on an assessment of Barrick’s three-year TSR versus the performance range set at the beginning of the performance period, there is no payout for this metric.

Return on Capital Employed⁽¹⁾ (15% weighting, assessment: 100%):

ROCE⁽¹⁾ was introduced in 2023 to assess the returns generated as a percentage of our capital base, specifically capital allocated for our operating mines. Barrick continues to upgrade its portfolio, improve operations, and reallocate capital to only those projects that meet target returns and support the Company’s long-term investment filters. ROCE⁽¹⁾ performance has averaged 21% over the past three years, which exceeds the top end of our long-term performance range of 10%—15%. In consideration of the above, the payout for this metric is 100%.

Non-Financial Performance Measures (50% weighting)

Reserve Replacement (net of depletion) (15% weighting, assessment: 100%):

In 2025, Barrick grew attributable proven and probable gold mineral reserves by 1.8 million ounces⁽²⁾ before 2025 depletion of 3.7 million ounces. Attributable proven and probable gold mineral reserves now stand at 85 million ounces⁽²⁾. This represents a year-over-year, attributable mineral reserves decrease of 4.1 million ounces, with the Tongon and Hemlo divestitures accounting for a reduction of 2.2 million ounces. Although depletion was higher than net conversion by 1.9 million ounces for 2025, the three-year rolling average gold mineral reserve replacement stands close to 190%, adding more than 24 million ounces to gold mineral reserves

(excluding both acquisitions and divestments), primarily supported by 17 million ounces of net change in the prior year. Attributable

Barrick Mining Corporation | 2026 Circular

proven and probable copper mineral reserves remained at 18 million tonnes of copper in 2025. Overall, in 2025 Barrick replaced 49% of gold production, which combined is 29% on a gold equivalent ounce basis when including copper production⁽³⁾⁽⁴⁾. Over the past three years, Barrick has maintained its record of substantial reserve growth, replacing 504% of attributable gold equivalent ounces⁽³⁾⁽⁴⁾ net of depletion at a higher grade, which demonstrates the results of an unremitting focus on asset quality and further extending the life of our existing operations. In consideration of the above, the payout for this metric is 100%.

Strategic Execution (15% weighting, assessment: 100%):

Successful strategic execution is assessed based on the progress achieved during the year against the strategic initiatives we disclosed at the beginning of the year and the shareholder value we created both during the year and over the past three years. Our strategic initiatives for 2025 included: delivering on our Journey to Zero; growing the business with an emphasis on organic growth to leverage our existing footprint located in world-class geological districts; leveraging innovation and technology to drive industry-leading efficiencies; and living and instilling our DNA at all levels of the organization including with our contractors. We have made strong progress on each of these strategic initiatives in 2025.

Our strong performance in 2025 has supported the delivery of $2.4 billion in total returns to shareholders in 2025, including $0.9 billion in dividends and $1.5 billion in share buybacks. Our balance sheet remains one of the strongest in the gold mining industry, ensuring adequate liquidity to invest in our significant growth projects, including Fourmile (doubled resources in 2025 with further increases expected for 2026), the Lumwana Super Pit (procurement and construction work progressed), and Reko Diq (new porphyry discovery and construction ramp up). Aligned with our commitment to prioritize long-life, sustainable Tier One Gold and Copper Assets, during 2025 we successfully executed the strategic 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 combined cash proceeds in excess of $2.1 billion. We resolved ongoing disputes in Mali and regained control of Loulo-Gounkoto and we signed a Memorandum of Understanding with the Government of Zambia to further support investment in Lumwana. At Zaldivar, we received approval for the Environmental Impact Assessment which enables a life of mine extension to 2051. The Pueblo Viejo life of mine expansion continues to focus on housing and resettlement, and the construction of the Naranjo tailing storage facility has commenced. We continue to advance our drill testing at our new greenfields prospects in Canada, Nevada, Peru, and Tanzania and the results highlight further potential in Nevada and Kibali. We remain focused on developing the next generation of leaders with world-class training and development programs that are country-based and tailored to local needs, covering operational, behavioral, and informal learning. We continued to strengthen our investment in early talent professional development to build long-term technical depth and support local talent development. The Barrick Academy, Barrick’s core leadership development platform, was extended to our North American and Latin American regions following a successful launch in the Africa and Middle East Region. Additionally, we continued to develop our high-potential and emerging leaders and deploy programs to build technical capability, operational readiness, and succession readiness for critical roles across the organization.

In addition to the achievements highlighted above, management was authorized by the Board in December 2025 to explore an IPO of Barrick’s premier North American gold assets in order to unlock the value we believe has not been reflected in the market price of the Barrick Shares. This exploratory diligence, which involved rigorous financial and operational analysis by Barrick’s management and its advisors, set the foundation for the Board’s approval to pursue this IPO for an expected completion by late 2026. In consideration of the above, the payout for this metric is 100%.

ESG and License to Operate (20% weighting, assessment: 75%):

Our license to operate depends on our performance in safety, environmental stewardship, human rights, community development, stakeholder relations, and compliance, including anti-corruption. We set a high standard, assess performance, and seek continuous improvement. We review and update our targets and metrics annually.

Performance for this measure is assessed based on our industry-first Sustainability Scorecard. Developed in collaboration with independent experts, the Sustainability Scorecard measures our core sustainability key performance indicators. Measures are reviewed annually based on Barrick’s evolving strategic priorities, our investor and sustainability reporting expectations, and the expectations of the United Nations Global Compact. For 2025, the Sustainability Scorecard included 27 quantitative and qualitative performance indicators that were selected to track our performance across five priority aspects: safety (four indicators); social and economic development (six indicators); human rights (four indicators); environment (including climate, nine indicators); and governance (four indicators).

The scoring methodology was last updated in 2024 based on investor feedback. A three-step assessment gives equal importance to each of our five priority aspects. First, each performance indicator is ranked in quintiles against our peers, where applicable, as well as against our own internal performance standards. Second, each aspect is scored based on an equal weighted average of the associated performance indicators, and an aspect grade was provided. Finally, the overall score and grade for the Sustainability Scorecard is assessed by sum of the performance for each aspect. A summary of the revised scoring key and assessment framework is shown below.

To underscore our commitment to sustainability and our ambition to achieve a Grade A, no payout is awarded for this metric if the score results in a Grade C or lower. Year-over-year improvement that results in a Grade A qualifies for a maximum payout for this metric.

Barrick Mining Corporation | 2026 Circular

Based on a review of performance achieved and our scoring against each scorecard category, Barrick’s 2025 performance resulted in a Grade A. For further details regarding the Sustainability Scorecard methodology and 2025 measures, please refer to the Appendix of the 2025 Sustainability Report which will be published in Q2 2026 and can be accessed at www.barrick.com/sustainability.

2025 Sustainability Scorecard Assessment Framework

Sustainability Scorecard Grading Key

LOGO

Assessment Framework for the Long-Term

Company Scorecard

Grade

Aspect Score

(Average score of indicators)

2025 Overall Score

(Sum of performance for each aspect)

No award

(0%)

Maximum award

(100%)

5 – 8

If the score is a Grade C or lower

If the score is a Grade A

9 – 12

13 – 16

17 – 20

Abridged 2025 Sustainability Scorecard



Aspect	Key Performance Indicator	2024 Quintile	2025 Quintile	2025 Aspect Score and Grade	Year-over- year Trend

Safety	Total Recordable Injury Frequency Rate (TRIFR)	1	1	Average of 2.5 (Grade B)
	Zero fatalities	5	5
	Progress against our Journey to Zero Roadmap	2	3
	Percentage of actions closed on time from leading indicators (New)	N/A⁽¹⁾	1

Social and Economic Development	Percentage of annual Community Development Committees commitments met⁽²⁾	3	2	Average of 1.8 (Grade A/B)
	Percentage of workforce who are host country nationals	1	1
	Percentage of senior management who are host country nationals	1	2
	Percentage of economic value that stays in host country	2	2
	Increase in national procurement year-on-year	1	1
	Proportion of grievances resolved within 30 days⁽²⁾	3	3

Human Rights	Percentage of security personnel receiving training on human rights	1	2	Average of 1.3 (Grade A)
	Independent human rights impact assessments with zero significant findings at high risk sites⁽²⁾	1	1
	Percentage of recommendations completed from independent human rights assessments	2	1
	Upgrade controversy listed by one of the ESG rating agencies	1	1

Environment (including Climate)	Number of significant environmental incidents	1	1	Average of 1.7 (Grade A/B)
	Tonne CO_2—e per tonne of ore processed	4	4
	Progress against intensity emissions target based on updated GHG reduction targets (New)⁽²⁾	N/A⁽¹⁾	3
	Water use efficiency (recycled & reused)	1	1
	Percentage of completion against Biodiversity Action Plan Commitments⁽²⁾	1	1
	Percentage of independent tailings reviews conducted⁽²⁾	1	1
	Global Industry Standard on Tailings Management (GISTM) progress⁽²⁾	1	1
	Closure liabilities: revenue ratio year-on-year performance (New)	N/A⁽¹⁾	2
	Proportion of operational sites achieving annual concurrent reclamation targets⁽²⁾	1	1

Barrick Mining Corporation | 2026 Circular



Aspect	Key Performance Indicator	2024 Quintile	2025 Quintile	2025 Aspect Score and Grade	Year-over- year Trend

Governance	Percentage of employees receiving Code of Conduct training⁽²⁾	1	1	Average of 1.0 (Grade A)
	Percentage of supply partners trained on Code of Conduct at time of on-boarding⁽²⁾	1	1
	Increase female representation across the organization	3	1
	30% female Board composition	1	1

Overall Score		44 (A)	45 (A)	Total Score of 8 (A)

(1)	N/A due to changes in the metrics that are not comparable year-over-year.

(2)	Internal metrics.

For 2025, a Grade A was assessed. Achievement of the highest possible grade reflects consistently strong sustainability performance over the past three years. In 2025, we reduced our TRIFR by 24% and LTIFR by 31% relative to 2024, which was our best LTIFR and TRIFR performance since 2004 (including best-in-class TRIFR performance against ICMM peers). Average water efficiency was 82% for 2025, above our annual water recycling and reuse target of 80%. We are prioritizing concurrent rehabilitation that minimizes our impact on the environment, and in 2025, we exceeded our Group’s concurrent rehabilitation targets, and significantly reduced our long-term liabilities. Host country nationals accounted for 96% of our workforce, including 69% of site leadership teams, in 2025. In keeping with our commitment to increase female representation across the organization, as of December 31, 2025, women make up 14% of employees.

Safety is our most important priority. Despite our notable progress towards achieving our sustainability vision, our safety performance in 2025 did not meet our Journey to Zero focus, and we are saddened by the fatalities recorded over the past three years, including the four fatalities recorded in 2025. 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, and we remain steadfast in our commitment to achieving zero harm and eliminating all fatal incidents. While our overall score of a Grade A reflects a consistent year-over-year improvement across all other sustainability performance dimensions, to further underscore our commitment towards a zero harm workplace and our responsibility as a safe operator, the payout for this metric was determined to be 75%.

(1)

(2)

Estimated in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects as required by Canadian securities regulatory authorities. Estimates are as of December 31, 2025, unless otherwise noted. Complete mineral reserve and mineral resource data, including tonnes, grades, and ounces, can be found on pages 75-84 of the MD&A accompanying Barrick’s fourth quarter and full year 2025 financial statements. For further details, see endnote 15 of the MD&A accompanying Barrick’s fourth quarter and full year 2025 financial statements and “Other Information – Technical Information” on page 86.

(3)	Gold equivalent ounces from Barrick’s copper assets are calculated using long-term mineral reserve commodity prices of $1,500 per ounce of gold and $3.25 per pound of copper. For further details, see “Other Information – Technical Information – Gold Equivalent Ounces” on page 86.

(4)

Barrick Mining Corporation | 2026 Circular

2025 Annual Performance Incentive Considerations

Following the Compensation Committee’s review of the API Program, the Committee further increased the weighting of the Company performance component (ESG, Production, and Costs) from 50% in 2024 to 70% in 2025. The weighting of the individual component (tied to tailored Strategic Priorities) was commensurately reduced from 50% to 30% in 2025.

Company performance (and regional performance, where applicable) for the ESG, Production, and Costs measures was reviewed by the Compensation Committee against the applicable performance ranges to determine payouts for 70% of the API Opportunity for 2025. Performance was assessed on a sliding scale between threshold and maximum performance levels to determine payouts. Results are shown out of a maximum of 100% and on a weighted basis out of 70%.

As a consequence of the four fatalities at our sites recorded in 2025, the Company API Scorecard result was reduced by 5%, and the Africa and Middle East Regional API Scorecard result was reduced by 10%.

Below is an overview of the Company and regional API Scorecards applicable to the NEOs:


Company API Scorecard

2025 Measures	Weighting (of 70%)	Threshold (0% payout)	Maximum (100% payout)	2025 Performance	2025 Result (of 100%)	Weighted Result (of 70%)
ESG (20%)
Safety (LTIFR)⁽¹⁾	5%	0.20	0.15	0.09	100%	5%
Safety (Actions Close Out from All Incident Investigations)⁽²⁾	5%	75%	90%	97%	100%	5%
Safety (Critical Control Verifications)⁽³⁾	5%	75%	85%	84%	90%	4.5%
Environment (Class 1 Environmental Incidents)⁽⁴⁾	5%	2 incidents	No incidents	No incidents	100%	5%
Production (25%)
Production (Attributable Gold Equivalent Ounces)⁽⁵⁾	25%	3,471 koz	4,050 koz	3,675 koz	35.3%	8.8%
Costs (25%)
Gold All-in Sustaining Costs⁽⁶⁾	18.75%	$1,565/oz	$1,352/oz	$1,423/oz	66.3%	12.4%
Copper All-in Sustaining Costs⁽⁶⁾	6.25%	$2.87/lb	$2.48/lb	$2.62/lb	63%	3.9%

Overall Company API Scorecard Result					63.9% of 100%	44.7% of 70%

Final 2025 Adjusted Score (5% reduction on weighted result for fatalities)					56.7% of 100%	39.7% of 70%


Latin America and Asia Pacific Region API Scorecard

2025 Measures	Weighting (of 70%)	Threshold (0% payout)	Maximum (100% payout)	2025 Performance	2025 Result (of 100%)	Weighted Result (of 70%)
ESG (20%)
Safety (LTIFR)⁽¹⁾	5%	0.20	0.16	0.06	100%	5%
Safety (Actions Close Out from All Incident Investigations)⁽²⁾	5%	75%	90%	97%	100%	5%
Safety (Critical Control Verifications)⁽³⁾	5%	75%	85%	51%	0%	0%
Environment (Class 1 Environmental Incidents)⁽⁴⁾	5%	2 incidents	No incidents	No incidents	100%	5%
Production (25%)
Production (Attributable Gold Equivalent Ounces)⁽⁵⁾	25%	647 koz	754 koz	701 koz	50.7%	12.7%
Costs (25%)
Gold All-in Sustaining Costs⁽⁶⁾⁽⁷⁾	25%	$1,586/oz	$1,369/oz	$1,409/oz	81.7%	20.4%

Overall Latin America and Asia Pacific Region API Scorecard Result					68.7% of 100%	48.1% of 70%

Barrick Mining Corporation | 2026 Circular


Africa and Middle East Region API Scorecard

2025 Measures	Weighting (of 70%)	Threshold (0% payout)	Maximum (100% payout)	2025 Performance	2025 Result (of 100%)	Weighted Result (of 70%)
ESG (20%)
Safety (LTIFR)⁽¹⁾	5%	0.10	0.08	0.09	55.6%	2.8%
Safety (Actions Close Out from All Incident Investigations)⁽²⁾	5%	75%	90%	99%	100%	5%
Safety (Critical Control Verifications)⁽³⁾	5%	75%	85%	82%	70%	3.5%
Environment (Class 1 Environmental Incidents)⁽⁴⁾	5%	2 incidents	No incidents	No incidents	100%	5%
Production (25%)
Production (Attributable Gold Equivalent Ounces)⁽⁵⁾	25%	1,308 koz	1,526 koz	1,383 koz	34.4%	8.6%
Costs (25%)
Gold All-in Sustaining Costs⁽⁶⁾⁽⁷⁾	18.75%	$1,453/oz	$1,255/oz	$1,308/oz	73.3%	13.7%
Copper All-in Sustaining Costs⁽⁶⁾⁽⁷⁾	6.25%	$2.87/lb	$2.48/lb	$2.62/lb	63%	3.9%

Overall Africa and Middle East Region API Scorecard Result					60.8% of 100%	42.6% of 70%

Final 2025 Adjusted Score (10% reduction on weighted result for fatalities)					46.5% of 100%	32.6% of 70%

(1)	LTIFR is a ratio calculated as follows: number of lost time injuries x 1,000,000 hours divided by the total number of hours worked.

(2)

Actions Close Out from All Incident Investigations is a measure of our effectiveness in successfully implementing mitigating or corrective actions identified in investigations of safety incidents. It is the proportion of the number of such actions that are implemented (“closed-out”) to the total number of such actions identified in all safety incident investigations, including reportable and high potential incident investigations.

(3)

Critical Control Verifications is a systematic process to regularly evaluate in-field critical controls and safeguards in relation to the Company’s safety standards. It measures the number of Critical Control Verifications undertaken by responsible leadership for activities conducted at sites where Fatal Risks have been identified against internal targets. This practice is considered a leading indicator linked to the prevention of fatalities.

(4)	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.

(5)	Gold equivalent ounces from Barrick’s copper assets are calculated using long-term mineral reserve commodity prices of $1,500/oz of gold and $3.25/lb of copper. For further details, see “Other Information – Technical Information – Gold Equivalent Ounces” on page 86.

(6)

“All-in sustaining costs” is a non-GAAP financial performance measure with no standardized definition under IFRS. Although a standardized definition was published in 2013 by the World Gold Council (a market development organization for the gold industry comprised of and funded by gold mining companies from around the world, including Barrick), it is not a regulatory organization, and other companies may calculate this measure differently. This measure should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. For further details regarding non-GAAP financial performance measures, see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 81.

(7)	For regional Chief Operating Officers, performance against regional copper costs will only be assessed where there is attributable production in the region.

The individual component of the API Scorecard (tied to tailored Strategic Priorities) accounts for 30% of the 2025 API Award. The Strategic Priorities portion of the 2025 API award for the President and Chief Executive Officer was determined based on the Chairman’s review of his accomplishments against the API Scorecard, with input from the Lead Director, recommended by the Compensation Committee and approved by the independent directors of the Board. The Strategic Priorities portion of the 2025 API awards for our other NEOs (excluding the former President and Chief Executive Officer) were determined based on the President and Chief Executive Officer’s review of their accomplishments against their respective API Scorecards and approved by the Compensation Committee. Details on the individual performance assessment for each of the NEOs are summarized in the next section.

Mr. Bristow received a prorated API award based on the average of his paid API in 2022, 2023, and 2024, pursuant to the terms of his separation arrangements. Please see page 54 for more details.

Barrick Mining Corporation | 2026 Circular

President and Chief Executive Officer

Mr. Mark Hill was appointed Group Chief Operating Officer and Interim President and Chief Executive Officer on September 29, 2025, and given the strong performance of the business under Mark Hill’s leadership, the Board appointed him as President and Chief Executive Officer on February 4, 2026. He was previously the executive responsible for Barrick’s Latin America and Asia Pacific region, a role he assumed in January 2019.

In line with the API Program, Company and regional scorecard performance achieved for the ESG, Production, and Costs measures accounted for 70% of the API payout, and the remaining 30% was tied to individual achievements against our financial, operational, and strategic priorities including safety improvements. For 2025, the Latin America and Asia Pacific regional scorecard performance was prorated to reflect Mr. Hill’s service as Chief Operating Officer, Latin America and Asia Pacific from January 1, 2025 to September 28, 2025. His individual performance reflects an assessment of his achievements against the strategic priorities originally set for his role as Chief Operating Officer, Latin America and Asia Pacific. Further consideration was given for performance achieved in his capacity as Group Chief Operating Officer and Interim President and Chief Executive Officer from September 29, 2025 to December 31, 2025, including strong financial and operational results delivered under his decisive leadership in Q4 to finish 2025, his role in reaching an agreement in Mali, and progress towards an IPO of our North America business to maximize value for our shareholders.

On the Chairman’s recommendation and the Compensation Committee’s advice, taking into consideration the 2025 scoring for each performance category summarized below, the independent directors of the Board determined that an API award of $1,674,818 was appropriate.


API Scorecard Performance Category	2025 Weighting¹	2025 Score
Company API Scorecard	44%	56.7%
Latin America and Asia Pacific Region API Scorecard	26%	68.7%
Strategic Priorities	30%	92.0%
Overall API Score (of 100%)		70.4%


(1) From January 1 to September 28, 2025, the Company API Scorecard accounted for 35% of overall performance, and the Latin America and Asia Pacific Region API Scorecard accounted for 35% of overall performance. From September 29, 2025 to December 31, 2025, the Company API Scorecard accounted for 70% of overall performance. API weightings were prorated commensurate with his leadership transition.

2025 Strategic Priorities (30% Weighting)



Strategic Initiatives		— Deliver on production plan at Veladero — Deliver on production plan at Porgera — Advance construction ramp-up at Reko Diq, and support the Chief Financial Officer with financing agreements — Complete processing plant ramp up at Pueblo Viejo — Secure tenements and initiate permits in Ecuador — Source, evaluate, and pursue internal and external growth opportunities for Barrick — Lead and participate in strategic planning sessions and workshops for various sites

Operational Excellence		— Deliver on 2025 business plan cost and capital — Partner with the Chief Financial Officer on driving remaining systems implementations at Porgera according to the roadmap — Restructure Pueblo Viejo management team and streamline plant headcount — Drive the Company’s progress against our Journey to Zero Roadmap

Sustainability		— Resolve resettlement issues associated with the Pueblo Viejo mine expansion project — Advance the Community Development Agreement at Porgera — Drive further year-on-year safety improvement (lagging and leading indicators)

Barrick Mining Corporation | 2026 Circular

2025 Accomplishments against Strategic Priorities


Strategic Initiatives		✓ Achieved resolution with the Government of the Republic of Mali and regained control of the Loulo-Gounkoto complex ✓ Base dividend increased by 25% and 2025 share buyback program increased to $1.5bn ✓ Signed a Memorandum of Understanding in Ecuador ✓ Completed the divestiture of Barrick’s interests in the Tongon gold mine and certain of its exploration properties in Côte d’Ivoire to the Atlantic Group for total consideration of up to $305 million ✓ Completed the divestiture of the Hemlo Gold Mine in Canada to Carcetti Capital Corp, for a total consideration of up to $1.09 billion, inclusive of $875 million in cash received on closing, $50 million in HMC shares received on closing, and a projection and tiered gold price-linked cash payment structure of up to $165 million starting in January 2027 for a five-year term ✓ Reko Diq advanced on schedule, with onsite construction ramping up, and project financing nearing finalization
Operational Excellence		✓ Restructured and streamlined the Company’s Executive Leadership Team to suit the evolving needs of the Company ✓ Full year 2025 gold production in line with guidance at 3.26 million ounces ✓ Full year 2025 copper production in line with guidance at 220,000 tonnes ✓ Critical water projects have advanced well at Pueblo Viejo, with the new effluent treatment plant engineering now 85% complete. Attributable production is forecast to increase to 350-400koz in 2026 The phased execution of the Phase 8 Leach Pad project at Veladero provides flexibility to align future stages with economic conditions and the applicable regulatory framework. Phase 8A was completed, and phase 8B was approved in Q3 2025 ✓ Veladero production exceeded top end of guidance and beat cost guidance by over $100/oz ✓ Porgera 2025 production of 92koz is towards the top end of 2025 guidance range
Sustainability		✓ Successfully resolved the key resettlement issues and executed an agreement at Pueblo Viejo. Initiated engagement with affected community members to ensure implementation of the agreed outcomes ✓ Tangible progress in our safety program Journey to Zero across the region, achieving a 14% year-on-year reduction in LTIFR and a 46% decrease in TRIFR, alongside another year without fatalities in the LATAM region. Regrettably, these regional achievements were offset by fatalities that occurred in other regions during 2025

Barrick Mining Corporation | 2026 Circular

Reported and Realized Pay Comparison for the President and Chief Executive Officer

LOGO

Reported Pay (excluding pension value) includes base salary, API earned, the grant date fair value of LTI awarded but not yet vested, and all other compensation as reported in the “Summary Compensation Table”.

LOGO

Realized Pay is the compensation actually received by the President and Chief Executive Officer during the year, including base salary, API earned and all other compensation, as reported in the “Summary Compensation Table”. Realized Pay includes the value of LTI awards that vested during the year and for which applicable post-vesting holding restrictions have lapsed, as reported in the “Value Vested or Earned During the Year” table for each respective year. Realized Pay also includes the market value of previously vested LTI awards for which the applicable post-vesting holding restrictions lapsed during the year.

LOGO

The graph (expressed in thousands of dollars) compares the compensation reported for our President and Chief Executive Officer in the “Summary Compensation Table” with the compensation that he actually received in each year.

Although LTI awards are reported in the “Summary Compensation Table”, our President and Chief Executive Officer will not actually receive value from these awards until they vest or when the sale and transfer restrictions lapse. The value of these LTI awards at that point may differ from the initially reported value due to changes in our share price and company performance, which ensures the value of the awards reflects the overall shareholder experience over the long-term. The value of the LTI awards reported in the “Summary Compensation Table” therefore represents a future compensation opportunity, rather than an in-year compensation value.

In 2025, the compensation that our President and Chief Executive Officer actually received (Realized Pay) included his base salary, an API award paid in cash, and benefits and perquisites as incurred. Realized Pay also included the value from certain LTI awards that vested during the year and for which applicable post-vesting holding restrictions have lapsed, namely the vesting of the second and third one-third tranches of the February 2023 PGSUs and the vesting of the first one-third tranche of the February 2024 PGSUs. Upon vesting, the after-tax proceeds were used to purchase Barrick Shares, further bolstering the President and Chief Executive Officer’s share ownership position of over 250,000 Barrick Shares as at December 31, 2025.

Over the past five years, Realized Pay was, on average, 6% less than the Reported Pay in the “Summary Compensation Table”. In 2025, Realized Pay was 45% lower than the Reported Pay in the “Summary Compensation Table”.

Barrick Mining Corporation | 2026 Circular

Chief Operating Officer, Africa and Middle East

LOGO

Mr. Sebastiaan Bock was appointed Chief Operating Officer, Africa and Middle East on July 1, 2022. He served as Senior Vice-President, Chief Financial Officer, Africa and Middle East from January 1, 2019. In determining Mr. Bock’s API award, the Compensation Committee considered the Company and regional performance achieved for the ESG, Production, and Costs measures, which account for 70% of the API payout. For the remaining 30%, the Compensation Committee also considered the President and Chief Executive Officer’s recommendations and Mr. Bock’s contributions to advancing our 2025 financial, operational, and strategic priorities. After considering the 2025 scoring for each performance category summarized below, the Compensation Committee awarded Mr. Bock an API award of $976,101.


API Scorecard Performance Category	2025 Weighting	2025 Score
Company API Scorecard	35%	56.7%
Africa and Middle East Region API Scorecard	35%	46.5%
Strategic Priorities	30%	68.2%
Overall API Score (of 100%)		56.6%



Strategic Priorities (30% Weighting)

Strategic Initiatives		— Deliver at least one new growth project outside the current portfolio for the Africa and Middle East region — Deliver Lumwana expansion milestones for 2025 — Work with the strategic matters team to complete the divestiture of the Tongon gold mine — Work with other Barrick executives to grow the Africa and Middle East region through value-adding discoveries and acquisitions, including the expansion of Barrick’s copper portfolio — Rationalize all local partnerships across the region to ensure they add value to the business

Operational Excellence		— Maintain and grow the 10-year production profile supported by a robust and integrated exploration pipeline — Drive optimal operational flexibility at each operation through broken stocks, stockpiles, and equipment availabilities

Sustainability		— Embed OneMine into the daily management of the business — Increase renewable component of energy mix across the region



2025 Accomplishments against Strategic Priorities
Strategic Initiatives		✓ Delivered a resolution of the disputes with the Government of the Republic of Mali regarding the Loulo-Gounkoto complex including the successful renewal of the 10-year mining license, paving the way for a constructive path forward ✓ Lumwana Super Pit Expansion earthworks completed and civil construction in progress. Remains on track for commissioning in Q1 2028 ✓ Memorandum of Understanding signed with Zambian government, with a significant regional footprint of 6,600km² of ground developed across the Central African Copperbelt ✓ Secured permits in Haut-Katanga and advanced further copper exploration efforts in the Democratic Republic of Congo ✓ Completed the sale of Barrick’s interests in the Tongon gold mine and exploration portfolio for total consideration of up to $305 million ✓ Consolidated Open-pit mining partnerships at Kibali ✓ Finalized local gold sales agreement with the Bank of Tanzania, unlocking lower royalties for locally sold gold and the release of withheld inventory from Tanzanian assets ✓ Exploration portfolio continues to expand across the Africa and Middle East region. Strong brownfield results at Kibali suggest the potential for new discoveries that will further extend the life of the mine
Operational Excellence		✓ Replaced annual depletion for the fifth consecutive year ✓ Lumwana set a record for copper production and tonnes mined ✓ Power projects are being delivered on schedule. Collaborating with state utility companies and regional partners to modernize the network in East Africa and strengthen energy security in the region ✓ Optimized mine plans in place, building flexibility through broken stocks, stockpiles, and equipment availability improvements for delivery in 2026 ✓ North Mara plant throughput improved to 410 tonnes per hour ✓ Delivered on production guidance
Sustainability		✓ Increased resourcing of frontline management supervision and safety teams with a focus on fatal risks, improving critical control verification and strengthening oversight ✓ Launch of Contractor Safety Management training program ✓ Leading dedicated safety engagements onsite by the executive management team ✓ Improved management systems, including OneMine, rolled out across the region allowing for real-time analysis and management intervention ✓ The Ma’aden Barrick Copper Company (MBCC) became the first mine in Saudi Arabia to recruit women to work in remote areas for operational roles; training deployed for 11 women across multiple disciplines ✓ Tanzania secured Employer of Choice award for three consecutive years ✓ Launched accredited Lumwana training facility, enrolling 100 graduates with 40% female participation ✓ Continued frontline leadership training at the Barrick Academy, with over 1,500 employees trained ✓ 16 MW solar plant and battery energy storage system (BESS) commissioned at Kibali increased renewable component of energy mix to 85% average per annum ✓ 5MW BESS system commissioned at North Mara, eliminating the previous diesel burn for spinning reserve ✓ Successfully obtained Environmental & Social Impact Assessment (ESIA) approvals for Lumwana Super Pit Expansion project and North Mara Rama Cut 5 ✓ Translocated 24 additional rhino in 2025 from South Africa to Garamba National Park in the Democratic Republic of Congo

Barrick Mining Corporation | 2026 Circular

Chief Human Resources Officer


		Mr. Darian Rich was appointed Chief Human Resources Officer on November 1, 2025. He joined Barrick in 2012 and was appointed Executive Vice-President, Talent Management on July 16, 2014 when he was tasked with attracting, retaining, and developing exceptional people. In January 2019, Mr. Rich was appointed Human Resources Executive. In determining Mr. Rich’s API award, the Compensation Committee considered the Company performance achieved for the ESG, Production, and Costs measures, which account for 70% of the API payout. For the remaining 30%, the Compensation Committee also considered the President and Chief Executive Officer’s recommendations and Mr. Rich’s contributions to advancing our 2025 financial, operational, and strategic priorities. After considering the 2025 scoring for each performance category summarized below, the Compensation Committee awarded Mr. Rich an API award of $1,051,301.


API Scorecard Performance Category	2025 Weighting	2025 Score
Company API Scorecard	70%	56.7%
Strategic Priorities	30%	80.0%
Overall API Score (of 100%)		63.7%



Strategic Priorities (30% Weighting)

Strategic Initiatives		— Support President and Chief Executive Officer with executive succession planning — Coordinate with President and Chief Executive Officer and Compensation Committee on the design of incentive scorecards and the engagement with shareholders — Ensure robust leadership development programs — Define macro strategic talent sourcing requirements

Operational Excellence		— Partner with regional leaders to ensure effectiveness of industrial relations mandates, collective bargaining, litigation prevention, issue mitigation and general contract administration — Drive innovative and collaborative rural health care ecosystem — Embed human resource systems and governance to solidify one authoritative source of employee data — Provide specific human resources project support for Lumwana and Reko Diq, including recruitment for hard-to-fill professional positions — Partner with the President and Chief Executive Officer, regional leaders, and the Director of Aviation to ensure safe and efficient operation of all aviation assets globally

Sustainability		— Provide fit-for-purpose solutions for people issues, including employee transfers across the Group — Partner with local operations to maintain 95% local hires — Drive expansion of technical training centers and apprenticeship programs



2025 Accomplishments against Strategic Priorities
Strategic Initiatives		✓ Partnered with the Group Chief Operating Officer and Interim President and Chief Executive Officer to redesign the Company’s Executive Leadership Team and Regional organizational design to suit the evolving strategic needs of the Company ✓ Led Group-wide succession planning and strengthened the leadership pipeline for critical roles, enabling successful internal appointments to ensure leadership continuity and organizational stability ✓ Scaled Barrick Academy as the Company’s core global leadership development platform for supervisors, foremen and superintendents. Expand delivery into the North American and Latin American regions after a successful launch in the Africa and Middle East region, strengthening leadership capability and enterprise consistency ✓ Managed recommended changes to Barrick’s incentive and equity plans and implemented changes to respond to shareholder feedback and support Barrick’s strategy resulting in 91.28% Say on Pay approval from investors ✓ Oversaw sustained investment in early talent pipelines, local talent development, and technical capability programs across operating regions
Operational Excellence		✓ Oversaw initiatives to maintain a healthy industrial relations environment ✓ Nevada Gold Mines medical strategy advancing to plan, reducing dependency on higher-cost, lower-quality alternatives ✓ Supported large-scale local talent pipeline programs, including 660 students employed by Barrick globally and 490 participants trained through the Hunar Foundation partnership in Pakistan ✓ Enabled workforce readiness for major growth projects by overseeing large-scale local recruitment and leadership placements across Lumwana and Reko Diq, building sustainable local capability while ensuring critical roles are staffed to support project execution and ramp-up ✓ Strengthened global people infrastructure through a unified HRIS platform across all sites, which provides a single source of truth for employee data, improved data integrity, standardized programs, and a scalable platform for talent, skills, performance, and succession management ✓ Established and improved connections between HR systems and enterprise solutions to simplify processes and support the seamless flow of people and information across our operations ✓ Built on the capabilities for enhanced workforce planning and talent forecasting, leveraging a unified global platform to strengthen talent visibility, mobility, and long-term succession planning ✓ Utilizing both Barrick assets and charters, over 8,000 hours were safely flown transporting more than 87,000 passengers
Sustainability		✓ Oversaw the recruitment of next-generation talent to further optimize technical and leadership bench strength. This included 545 participants globally across graduate, internship, and bursary programs ✓ Oversaw sustained investment in early talent pipelines, local talent development, and technical capability programs across operating regions ✓ Technical training centers operational across all regions with expanding enrollment in apprenticeship programs

Barrick Mining Corporation | 2026 Circular

General Counsel and Chief Compliance Officer


		Ms. Poupak Bahamin was appointed General Counsel and Chief Compliance Officer on March 9, 2026, following her appointment to Chief Legal Officer on November 19, 2025. She joined Barrick in 2020 as Deputy General Counsel and was appointed General Counsel on April 1, 2022. In determining Ms. Bahamin’s API award, the Compensation Committee considered the Company performance achieved for the ESG, Production, and Costs measures, which account for 70% of the API payout. For the remaining 30%, the Compensation Committee also considered the President and Chief Executive Officer’s recommendations and Ms. Bahamin’s contributions to advancing our 2025 financial, operational, and strategic priorities. After considering the 2025 scoring for each performance category summarized below, the Compensation Committee awarded Ms. Bahamin an API award of $746,370.


API Scorecard Performance Category	2025 Weighting	2025 Score
Company API Scorecard	70%	56.7%
Strategic Priorities	30%	84.1%
Overall API Score (of 100%)		64.9%



Strategic Priorities (30% Weighting)
Strategic Initiatives		— Develop and lead a legal function which provides legal support to the Company in all of its business objectives, while protecting it against claims and legal risks — Advance key litigation and other strategic or sensitive matters that arise from time to time including the resolution of legacy matters — Support the resolution of the conflict with the Government of Mali
Operational Excellence		— Oversee updates to security-related and other Company standards and guidelines — Support IT department in managing risks — Ensure coordination, cooperation and effectiveness within the legal team — Manage legal and regulatory issues that arise from time to time — Develop and execute a plan to achieve savings on legal spending at the corporate level and across the regions
Sustainability		— Increase engagement and involvement to ensure our host countries follow best practices in mining legislative reform — Take a leadership role to resolve issues that arise from time to time in partnerships and joint ventures



2025 Accomplishments against Strategic Priorities
Strategic Initiatives		✓ Provided guidance and oversight on sensitive and other key legacy and litigation matters, including the resolution of a legacy matter in the Philippines and the dismissal on jurisdictional grounds of claims brought in Canada concerning alleged violations of human rights in Tanzania ✓ Oversaw numerous workstreams resulting from the conflict with the Government of Mali, including the international arbitration strategy, management of local proceedings, and engagement with relevant government and international institutions, all eventually leading to the successful resolution of the conflict ✓ Led successful enterprise-level litigation management across various jurisdictions, including oversight of teams of external counsel
Operational Excellence		✓ Delivered updated security-related and other standards ✓ Held Legal Team Effectiveness Sessions with Regional General Counsels to ensure coordination and cooperation ✓ Developed a plan for managing legal fees to be implemented in 2026, in line with wider focus on cost containment
Sustainability		✓ Added a legal perspective to the Mining Industry Association to monitor and influence policy and rulemaking ✓ Worked efficiently with the sustainability team in engagement with industry stakeholders

Barrick Mining Corporation | 2026 Circular

Former Senior Executive Vice-President, Chief Financial Officer

LOGO

Mr. Graham Shuttleworth served as Senior Executive Vice-President, Chief Financial Officer from January 1, 2019 to February 28, 2026. In determining Mr. Shuttleworth’s 2025 API award, the Compensation Committee considered the Company performance achieved for the ESG, Production, and Costs measures, which account for 70% of the API payout. For the remaining 30%, the Compensation Committee also considered the President and Chief Executive Officer’s recommendations and Mr. Shuttleworth’s contributions to advancing our 2025 financial and strategic priorities. After considering the 2025 scoring for each performance category summarized below, the Compensation Committee awarded Mr. Shuttleworth an API of $1,529,089.


API Scorecard Performance Category	2025 Weighting	2025 Score
Company API Scorecard	70%	56.7%
Strategic Priorities	30%	80.0%
Overall API Score (of 100%)		63.7%

2025 Strategic Priorities (30% Weighting)


Strategic Initiatives		— Lead negotiations and advance the project financing agreements with the lenders for the Reko Diq project, including oversight of the structure, lending syndicate, legal review and documentation, and drawdown structuring — Lead the Group tax strategy, including new legislation (such as Pillar 2) and opportunities such as the RIGI incentive regime in Argentina — Oversee implementation of stronger cybersecurity systems in line with the priorities established at the strategic review — Review opportunities to enhance shareholder returns through dividends and share buybacks — Drive projects to deliver the identified cost savings across the business — Maintain relationships with existing shareholders and clearly communicate strategy with the investment community. — Attract new investors through successful interaction and proactive outreach
Operational Excellence		— Lead strategy and team effectiveness workshops for the financial, commercial, supply chain, systems, information technology and business assurance and risk teams to drive operational excellence and innovation — Chair the Capital Review meetings for the Group to ensure we deliver on our capital plans, drive accuracy in our monthly forecasting and achieve the business plan — Review global insurance coverage including review of captive utilization and potential new lines to cover emerging risks to achieve best cover at the most efficient rates — Update the Group Corporate Risk Assessment, including coordinating input from regional assessments — Drive group systems implementations at Porgera according to the roadmap
Sustainability		— Deliver on Group general and administrative cost guidance — Engage with regional Chief Financial Officers, other finance team stakeholders, and external auditors, to ensure the efficiency of the 2025 audit — Drive a focus on profitability during monthly cost review meeting


2025 Accomplishments against Strategic Priorities
Strategic Initiatives		✓ Financing agreements for Reko Diq negotiated for Board review ✓ Successfully executed plans, including corporate simplification in Australia and Chile, engagement on tax policy matters in key countries where we operate, and recovery of significant tax credits in Democratic Republic of the Congo and US ✓ Migration of cybersecurity tools to new systems delivered on time ✓ Returned a record $2.4 billion to shareholders through dividends and share buybacks and finished the year with $2 billion in cash net of debt ✓ Renewed and increased the 2025 share buyback program to $1.5 billion ✓ Balanced the need to fund growth with providing sustainable returns to shareholders; $890 million paid in dividends, an increase of 28% over the prior year ✓ Held global road show meeting with all of Barrick’s top 10 shareholders following results and held frequent virtual meetings to keep shareholders informed. Met with new investors at conferences throughout the year, including attendance at new conferences, leading to significant increases in holdings with several large institutional managers
Operational Excellence		✓ Led strategy and team effectiveness workshops across finance, supply chain, systems, information technology and business assurance and risk group functions to drive operational excellence and innovation ✓ Led monthly capital review meetings. Capital expenditure was below the 2025 budget ✓ All major insurance classes renewed for 2025 and 2026, with rate reductions achieved across all lines ✓ Updated Group Corporate Risk Assessment, presented to Audit & Risk Committee in Q2 2025, and revised controls as needed ✓ Successfully led the implementation of key SAP and Xeras systems at Porgera
Sustainability		✓ Maintained industry-leading low general and administrative costs, below guidance, by streamlining Barrick’s corporate structure, reducing closure liabilities, and driving operational cost efficiencies ✓ Reduced year-on-year external audit costs

Barrick Mining Corporation | 2026 Circular

Separation Arrangements for Former Executive Officers

Our former President and Chief Executive Officer, D. Mark Bristow, departed the Company effective September 28, 2025, and our former Senior Executive Vice-President, Chief Financial Officer, Graham P. Shuttleworth, departed the Company effective February 28, 2026.

Separation Arrangements for our Former President and Chief Executive Officer

Mr. Bristow’s separation arrangements, which are subject to clawback in certain circumstances, were determined by the Board in line with the termination provisions of his services agreement with the Company and with respect to prorated API and LTI for 2025, in consideration of his contributions to Barrick as President and Chief Executive Officer during the relevant performance period. The details of Mr. Bristow’s separation arrangements are as follows:

Cash severance: A lump sum cash payment equal to two times the sum of his base salary plus two times the most recent three-year average actual API award, and a payment of 15% of this sum in lieu of allocations to the Retirement Trust Scheme.

Prorated 2025 API: A prorated API award in recognition of his contribution as President and Chief Executive Officer from January 1, 2025 up to the date of his separation equal to the greater of (i) the most recent three-year average actual API paid and (ii) the assessed result of his API Scorecard based on actual performance. In addition, Mr. Bristow received a payment of 15% of the amount calculated in accordance with the preceding sentence in lieu of contributions to the Retirement Trust Scheme.

Prorated 2025 LTI: A lump-sum cash payment equal to the value of PGSUs that would have been granted in February 2026 based on actual performance (which resulted in an assessed Long-Term Company Scorecard result of 60%) and prorated to reflect Mr. Bristow’s service in 2025.

Continued Vesting of PGSUs: In accordance with his separation arrangements and the PGSU Plan, continued vesting of all outstanding and unvested PGSUs in accordance with their respective terms and on the existing vesting schedules, subject to Mr. Bristow not joining or providing services to a defined competitor.

Benefit Continuation: Twenty-four months of cash in lieu of benefit continuation (including car allowance) for Mr. Bristow and continuation of Mr. Bristow’s tax counselling and preparation benefit for the 2026 tax year.

Supplemental Executive Retirement Plan (SERP): A cash payment of the total amount accrued under the Retirement Trust Scheme in accordance with the plan provisions (see “Executive Retirement Plans” on page 70).

Other Entitlements: Additional entitlements consisting of (i) payment of any outstanding earned but unused vacation up to September 28, 2025, (ii) reimbursement of reasonable legal fees in connection with the execution of Mr. Bristow’s separation arrangements, up to a maximum of $40,000, and (iii) assistance with visa status transition.

In connection with his separation arrangements described above, Mr. Bristow has also agreed to a customary non-competition agreement effective through the continued vesting period of outstanding and unvested PGSUs.

Separation Arrangements for our Former Senior Executive Vice-President, Chief Financial Officer

The details of the negotiated terms of Mr. Shuttleworth’s separation arrangements, which are subject to clawback in certain circumstances, are as follows:

Cash severance: A lump sum cash payment equal to the sum of his annual base salary plus an amount equal to the most recent three-year average actual API award, and a payment of 15% of this sum in lieu of allocations to the Retirement Trust Scheme.

Prorated 2026 API: A prorated API award in recognition of his contribution as Senior Executive Vice-President, Chief Financial Officer from January 1, 2026 up to the effective date of his separation equal to the greater of (i) the most recent three-year actual API award and (ii) the assessed result of the API Scorecard based on actual performance. In addition, in 2026, Mr. Shuttleworth will be eligible to receive a payment of 15% of the amount calculated in accordance with the preceding sentence in lieu of contributions to the Retirement Trust Scheme.

Prorated 2026 LTI: A lump-sum cash payment equal to the value of PGSUs that would be granted in February 2027 based on actual performance in relation to the Long-Term Company Scorecard and prorated to reflect Mr. Shuttleworth’s service in 2026.

Continued Vesting of PGSUs: In accordance with his separation arrangements and the PGSU Plan, continued vesting of all outstanding and unvested PGSUs in accordance with their respective terms and on the existing vesting schedules, subject to Mr. Shuttleworth not joining or providing services to a defined competitor.

Benefit continuation: Twelve months of cash in lieu of benefit continuation (including car allowance) for Mr. Shuttleworth and continuation of Mr. Shuttleworth’s financial planning and tax preparation services benefit for the 2026 tax year.

Barrick Mining Corporation | 2026 Circular

Other Entitlements: Additional entitlements consisting of (i) payment of any outstanding earned but unused vacation up to February 28, 2026, and (ii) reimbursement of reasonable legal fees in connection with the execution of the separation arrangement.

In connection with his separation arrangements described above, Mr. Shuttleworth has also agreed a customary non-competition agreement effective through the continued vesting period of outstanding and unvested PGSUs.

Compensation Governance and Oversight

Barrick’s Compensation Governance Process

Board Oversight

The Board is responsible for the oversight of Barrick’s executive compensation principles, practices, and programs and the approval of major compensation programs on the recommendation of the Compensation Committee. The independent directors of the Board approved the compensation of the Chairman and the President and Chief Executive Officer based on the recommendations of the Compensation Committee. The Board also approves director compensation programs.

Role of the Compensation Committee

As the steward of our pay-for-performance philosophy, the Compensation Committee:

•

Designs and drives all aspects of Barrick’s compensation policies and plans;

•

Develops performance measures and scorecards for Barrick’s long-term and short-term executive compensation programs;

•

Evaluates the collective performance of Partnership Plan participants by using the Long-Term Company Scorecard as well as performance of Company and regional measures for the API Program at the end of each year;

•

Provides recommendations to the Board regarding compensation for the Chairman in consultation with the Lead Director;

•

Provides recommendations to the Board regarding compensation for the President and Chief Executive Officer based on an assessment of his performance for the year by the Chairman, in consultation with the Lead Director, at the end of each year;

•

Reviews and approves the compensation of our NEOs and other senior officers, other than the President and Chief Executive Officer, based on their respective individual API Scorecard evaluations and other relevant factors provided by the President and Chief Executive Officer at the end of each year;

•

Considers feedback from shareholders with respect to Barrick’s overall compensation strategy;

•

Considers the implications of risks associated with the Company’s executive compensation programs and practices;

•

Reviews, from time to time, the impact of human capital initiatives on compensation; and

•

Reviews the remuneration of the directors, from time to time, to ensure that it properly reflects the time commitment and responsibilities associated with being an effective director.

In early 2026, the Compensation Committee began a comprehensive review of Barrick’s compensation strategy, including the short- and long-term incentive plans to ensure they support Barrick’s next phase of growth. Details of this review and any changes to Barrick’s executive compensation framework will be disclosed in the 2027 Information Circular.

Composition of the Compensation Committee

The Compensation Committee is comprised of Isela A. Costantini (Chair), Brian L. Greenspun, J. Brett Harvey, Robert A.P. Samek, and Pekka J. Vauramo. None of the Compensation Committee members is an officer or employee of Barrick or its subsidiaries, and each member of the Compensation Committee meets the Board’s independence standards derived from the corporate governance guidelines established by the NYSE Standards and National Instrument 58-101 – Disclosure of Corporate Governance Practices.

Collectively, the Compensation Committee’s members have extensive compensation-related experience in the natural resources and energy sectors as senior executives (past and present) and members of the board of directors and committees of other public and private corporations.

•

Ms. Costantini is the Chair of the Compensation Committee. She has extensive experience as a strategic board advisor at Grupo ST, as well as experience from former roles including Chief Executive of Groupo Financiero GST; President and Chief Executive Officer of Aerolíneas Argentinas; and President and general director, Argentina, Paraguay and Uruguay, for General Motors. As such, she draws from her extensive boardroom leadership, management, and international business experience to provide relevant compensation and governance-related insights.

Barrick Mining Corporation | 2026 Circular

•

Mr. Greenspun has extensive experience as the Chairman and Chief Executive Officer of Greenspun Media Group. In addition, Mr. Greenspun is the Chair of Barrick’s ESG & Nominating Committee, which assists in the consideration of issues that are relevant to the mandates of both the ESG & Nominating Committee and the Compensation Committee.

•

Mr. Harvey is chairman of Warrior Met Coal’s compensation committee and a member of Allegheny Technologies’ personnel and compensation committee. He has held a number of positions with CONSOL Energy Inc., including Chairman Emeritus, Chairman, and Chief Executive Officer. As such, he draws from his previous committee leadership experience and his management experience to provide relevant compensation and governance-related insights. Mr. Harvey is a member of the Audit & Risk Committee and the ESG & Nominating Committee, which assists in the consideration of issues that are relevant to the respective committee mandates and the Compensation Committee. In addition, Mr. Harvey was the Lead Director of Barrick’s Board of Directors until August 7, 2025 and served as Chair of Barrick’s Compensation Committee prior to its reconstitution on January 1, 2019.

•

Mr. Samek is a former Senior Partner of McKinsey & Company. He has held a number of senior leadership positions during his tenure at McKinsey & Company Canada, including President, Managing Partner of the Americas Mining and Metals / Basic Materials practice. As such, he draws from his leadership and management consulting experience to provide relevant compensation and governance-related insights. Mr. Samek is a member of the Audit & Risk Committee, which assists in the consideration of issues that are relevant to the mandates of both the Audit & Risk Committee and the Compensation Committee.

•

Mr. Vauramo is Chairman of the boards of Huhtamaki Oyj and Valmet Oyj. He also has two decades of experience leading global companies from former roles including the President and Chief Executive Officer of Metso Corporation, President and Chief Executive Officer of Finnair plc, and from leadership positions at Cargotec Corporation, Sandvik AB, and Tamrock Corporation. As such, he draws from his extensive boardroom leadership, management, and international business experience to provide relevant compensation and governance-related insights. In addition, Mr. Vauramo is a member of the Audit & Risk Committee, which assists in the consideration of issues that are relevant to the mandates of both the Audit & Risk Committee and the Compensation Committee.

The Board is confident that the Compensation Committee collectively has the knowledge, experience, and background necessary to carry out the Compensation Committee’s mandate effectively and to make executive compensation decisions in the best interests of the Company and its shareholders.

Independent Compensation Consultant

The Compensation Committee has sought the views of an independent compensation consultant on executive compensation-related matters from time to time. On March 1, 2019, the Compensation Committee appointed Willis Towers Watson, now known as WTW, as its independent consultant.

In 2024 and 2025, WTW supported the Compensation Committee with the annual compensation cycle, including a review of the Global Peer Group, a review of Barrick’s compensation design among industry peers including advice related to performance metrics and targets for the API program, and PGSU Plan, a review of executive compensation benchmarking data for certain executive Partner roles, support on the preparation of the Circular and an update of the annual compensation risk assessment which confirmed that our executive compensation plans and programs do not encourage unnecessary and excessive risk-taking and do not create significant risks that are reasonably likely to have a material adverse effect on Barrick.

The Compensation Committee has reviewed WTW’s protocols and is satisfied that the appropriate safeguards are in place to ensure the objectivity and independence of WTW’s consulting advice.

The chart below summarizes the fees paid to WTW in 2024 and 2025 for services provided to the Compensation Committee.


	Executive Compensation-Related Fees provided to the Compensation Committee⁽¹⁾		All Other Fees for services provided to management⁽²⁾
	2025	2024	2025	2024

WTW	$438,288 (94%)	$252,641 (80%)	$29,593 (6%)	$63,928 (20%)

(1)

WTW’s consulting fees are paid pursuant to a fixed-fee retainer for consulting services provided to the Compensation Committee between April 1, 2024 and March 31, 2025 and between April 1, 2025 and March 31, 2026. The value reported for 2025 reflects the annual retainer for WTW’s consulting support from January 1, 2025 to December 31, 2025. WTW’s consulting fees are in Canadian dollars and have been converted to U.S. dollars using the annual average exchange rate reported by the Bank of Canada for the relevant year (2025 – 1.3978 and 2024 – 1.3698).

(2)

All Other Fees for services provided to management in 2024 and 2025 includes the purchase of Canadian and U.S. compensation surveys and membership fees for an executive compensation forum, as well as ad hoc requests from management. Consulting fees for services provided in Canada are in Canadian dollars and have been converted to U.S. dollars based on the annual average exchange rate reported by the Bank of Canada for the relevant year (2025 – 1.3978 and 2024 – 1.3698). Consulting fees for services provided in the United States are in U.S. dollars.

Barrick Mining Corporation | 2026 Circular

The Compensation Committee reviews and approves all fees and terms of consulting services provided by independent compensation consultants that are mandated by the Compensation Committee or commissioned by management. As provided in the Compensation Committee’s mandate, the Chair of the Compensation Committee must pre-approve any non-compensation services provided by the independent compensation consultants to ensure that the independence of the compensation consultants is not compromised.

Compensation Peer Group and Benchmarking

There are no other Canadian publicly-traded mining companies with our scope and complexity. The market for executives with the skills and experience we require is small, global, and competitive. Our Global Peer Group is comprised of 17 global companies that operate in the mining industry (76%) and broader extractive industries (24%). The Global Peer Group was developed based on a comprehensive review by the Compensation Committee in 2019 and peers were selected based on the following criteria:

LOGO

Each year, the Compensation Committee evaluates and, if appropriate, updates the composition of the Global Peer Group. Changes to the Global Peer Group are carefully considered and generally made infrequently to allow for consistency and comparability of market data from year to year. In 2025, Hess Corporation was removed from the Global Peer Group due to the completion of its merger with Chevron Corporation on July 18, 2025. No other changes were made to the Global Peer Group in 2025. The 17 Global Peer Group companies are shown below.


Composition	Company	Country	Primary Industry
Global Mining Companies (76%)	Agnico Eagle Mines Limited	Canada	Gold
	Anglo American plc	United Kingdom	Diversified Metals & Mining
	AngloGold Ashanti plc	South Africa	Gold
	Antofagasta plc	United Kingdom	Copper
	BHP Group Limited	Australia	Diversified Metals & Mining
	First Quantum Minerals Ltd.	Canada	Copper
	Freeport McMoran Inc.	United States	Copper
	Gold Fields Limited	South Africa	Gold
	Kinross Gold Corporation	Canada	Gold
	Newmont Corporation	United States	Gold
	Rio Tinto Ltd.	United Kingdom	Diversified Metals & Mining
	South32 Limited	Australia	Diversified Metals & Mining
	Teck Resources Limited	Canada	Diversified Metals & Mining
Global Extractive Non-Mining Companies (24%)	Canadian Natural Resources Ltd.	Canada	Oil & Gas Exploration and Production
	Cenovus Energy Inc.	Canada	Integrated Oil & Gas
	Occidental Petroleum Corporation	United States	Oil & Gas Exploration and Production
	Suncor Energy Inc.	Canada	Integrated Oil & Gas

Barrick Mining Corporation | 2026 Circular

LOGO

Compensation Benchmarking

Barrick is one of the largest gold mining companies in the world, and although this is reflected in its size relative to the companies included in the 2025 Global Peer Group, the Global Peer Group is only one reference point considered by the Compensation Committee when reviewing executive pay levels. Compared to the 2025 Global Peer Group, Barrick is positioned at the upper quartile based on market capitalization (1.69x of median) and near the median based on assets (1.14x of median) and revenues (0.91x of median). The Compensation Committee considers several factors, including Barrick’s relative scale and complexity, when assessing the appropriateness of pay levels. As Barrick is the largest, most geographically diverse, and operationally complex Canadian gold and copper producer, and one of the largest and most complex gold miners in the world, executive pay levels are also considered in the context of other relevant factors, such as: the caliber and experience of the CEO and the executive leadership team; the scope and complexity of the executive roles in the context of Barrick’s flat, decentralized management structure; and Barrick’s executive pay arrangements of which a significant majority is variable pay linked to challenging performance expectations.

In consideration of the above, total compensation opportunities are positioned between the median and 75^th percentile of the Global Peer Group. Actual total compensation may be higher or lower than the median to 75^th percentile range to reflect actual performance delivered and corresponding incentive compensation outcomes. Total compensation in excess of the 75^th percentile will only be awarded for superior outperformance.

In 2025, the Compensation Committee reviewed benchmarking data for the Executive Committee, including our NEOs. It also considered: the scope, responsibilities, and accountability of the members of our Executive Committee, which at times may be broader than their respective job titles indicate; shareholder and governance views; the overall economic climate and business environment; retention needs; experience; and potential for future advancement. The Compensation Committee considered Barrick’s TSR performance on an absolute and relative basis to ensure pay decisions reflect the overall shareholder experience. TSR performance is reviewed annually against the Global Peer Group, sector peers, and other broad market indices. TSR performance is assessed for companies outside of our Global Peer Group, as Barrick Shares are widely-held by institutional and retail shareholders who have shareholding interests beyond companies that operate in the mining industry.

Managing Compensation Risks

We regularly monitor the risks associated with our executive compensation plans, programs, policies, and decisions. In 2025, the Compensation Committee reviewed an update of the annual compensation risk assessment conducted by WTW, which confirmed that Barrick has strong incentive governance practices and an executive compensation structure that is well-balanced. The assessment also confirmed that our executive compensation plans and programs do not encourage unnecessary and excessive risk-taking and do not create significant risks that are reasonably likely to have a material adverse effect on Barrick.

Barrick Mining Corporation | 2026 Circular

What we do


✓	We pay for performance	✓	We maintain a robust Clawback Policy and Executive Officer Recovery Policy

✓	We ensure that the long-term interests of our directors, management, and fellow owners are one and the same	✓	We design our compensation plans to mitigate undue risk-taking

✓	We balance short-term and long-term incentive compensation for our NEOs	✓	We mandate double-trigger Change in Control provisions for all long-term incentive awards

✓	We cap incentive plan payouts for our NEOs	✓	We regularly review compensation

✓	We stress-test incentive compensation programs, awards, and payouts	✓	We hold an annual advisory vote on executive compensation

✓	We maintain market-leading minimum share ownership requirements for our NEOs	✓	We regularly and proactively engage with our shareholders and consider their feedback to refine our compensation practices

✓	We require all employees, including our NEOs, to certify annually their compliance with the Code of Business Conduct and Ethics	✓	We regularly consider the implications of the risks associated with the Company’s executive compensation programs and practices including through discussion by independent directors at our three standing committees

What we do not do

We do not guarantee

Compensation Committee
evaluates performance
against Long-Term
Company Scorecard

Compensation Committee determines
PGSU grants based on Long-Term
Company Scorecard performance

After PGSUs vest, Barrick Shares
are purchased in the market by a
third-party administrator on behalf
of each Partner

Partners can realize cash
value from unvested PGSU
awards or sale of Restricted
Shares once restrictions lapse

The Compensation Committee
takes a multi-year lens when
assessing Barrick’s
performance against the Long-
Term Company Scorecard to
ensure that Partners are only
rewarded for sustainable
performance and shareholder
value creation.

A three-year performance
period applies for financial
measures. Historical trending
performance will be considered
for other strategic measures.

Based on its assessment, the
Compensation Committee
assigns an overall score, which
can range from 0% to 100%.

The Compensation Committee determines
PGSU grants using the Long-Term Company
Scorecard result.

The dollar value of each PGSU grant is
determined by multiplying the Long-Term
Company Scorecard result and the LTI
opportunity, which varies by Partner from
three to six times base salary, depending on
position and level of responsibility.

The number of PGSUs granted is
determined by dividing the dollar value of the
PGSU award, by the volume weighted
average price (VWAP) of Barrick Shares for
the five trading days prior to the grant date
or, if the grant date occurs during a Blackout
Period, the VWAP for the five trading days
following the Blackout Period.

PGSUs vest in one-third increments on
the 12-month, 24-month, and 33-month
anniversary of the date of grant (or, if the
corresponding anniversary of the grant
date falls during a Blackout Period, on the
second trading day following the
expiration of the Blackout Period).

The total number of PGSUs vesting
would include the initial grant, plus
dividends accrued during the vesting
period. At vesting, the value of the
PGSUs is equal to the closing price of
Barrick Shares on the vesting date
multiplied by the number of PGSUs
having vested. The after-tax proceeds of
the vested PGSUs are then used by a
third-party administrative agent to
purchase Barrick Shares on the open
market on behalf of the Partner.

Barrick Shares purchased upon the vesting
of PGSUs (Restricted Shares) cannot be
sold until the Partner meets his or her share
ownership requirement (in which case only
those Barrick Shares in excess of the
requirement can be sold), or until the
Partner retires or leaves the Company.
Partners are required to retain at least 50%
of their share ownership requirement in
actual Barrick Shares. Partners receive
dividends on their Restricted Shares in cash,
when and as declared.

Generally, when a Partner leaves
the Company, all or a portion of
unvested PGSUs will be forfeited
except in the event of retirement
at or above the age of 60, death
or disability, or a double trigger
Change in Control.

Restrictions on Restricted Shares
will generally lapse and cease to
apply when a Partner leaves the
Company, provided that the
Partner does not resign or retire
from the Company to join, or
provide services to, a defined
competitor, or is not terminated for
cause.

When a Partner resigns or retires
from the Company to join, or
provide services to, a defined
competitor, or is terminated for
cause, unvested PGSU awards
will be forfeited and restrictions on
Restricted Shares will lapse in
three tranches (50% on
termination or retirement and 25%
on each of the first and second
anniversary of termination or
retirement).

BARRICK MINING CORP 6-K