MINERALS PROCESSING PARTNERSHIP

Barrick Gold Corporation has announced that wholly-owned subsidiaries of Barrick and Bullfrog Gold Corp. have entered into a definitive purchase agreement pursuant to which Barrick will sell to BFGC all of Barrick’s mining claims, historical resources, permits, rights of way and water rights in the Bullfrog mine area.

The transaction is expected to close during the fourth quarter of 2020.

The Mineral Lease and Option to Purchase Agreement between a subsidiary of BFGC and Barrick dated March 23, 2015, as amended, has been terminated, eliminating Barrick’s back-in right.

As previously announced by BFGC, in consideration, Barrick will receive 54,600,000 units.

Each Unit is comprised of one share of common stock of BFGC and one whole warrant that entitles the holder to purchase one share of capital stock in BFGC at an exercise price of $0.30 for four years from the date of closing.

On closing, Barrick will own approximately 16.8% of BFGC’s total issued and outstanding Shares or approximately 19.9% of BFGC’s Shares on a fully diluted basis.

BFGC will also grant to Barrick a 2% NSR royalty on all minerals produced from the claims, decreasing to a minimum 0.5% NSR royalty on certain claims already subject to royalties.

Concurrently, Augusta Investments Inc. and certain other persons identified by Augusta, entered into subscription agreements with BFGC pursuant to which BFGC will issue and sell to the purchasers an aggregate of 110,000,000 Units for total consideration of $22,000,000.

The closing of the transactions are inter-conditional and subject to other customary conditions.

Barrick is acquiring the Units in BFGC for investment purposes. Depending on market conditions and other factors, including BFGC’s business and financial condition, Barrick may acquire additional Units or other securities of BFGC or dispose of some or all of the Units or other securities of BFCG that it owns at such time.

In connection with the transaction, Barrick, Augusta and BFGC will enter into an investor rights agreement on closing pursuant to which, among other rights, so long as Barrick maintains a minimum of 10% ownership in BFGC, Barrick will be granted the right to appoint one director to BFGC’s Board of Directors and the right to participate in future BFGC equity issuances to maintain its then-current pro rata interest in BFGC.

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Barrick
On 1 January 2019 a new Barrick was born out of the merger between Barrick Gold Corporation and Randgold Resources. Shares in the new company trade on the NYSE (GOLD) and the TSX (ABX). The merger has created a sector-leading gold company which owns five of the industry’s Top 10 Tier One gold assets (Cortez and Goldstrike in Nevada, USA (100%); Kibali in DRC (45%); Loulo-Gounkoto in Mali (80%); and Pueblo Viejo in Dominican Republic (60%)) and two with the potential to become Tier One gold assets (Goldrush/Fourmile (100%) and Turquoise Ridge (75%), both in the USA). With mining operations and projects in 15 countries, including Argentina, Australia, Canada, Chile, Côte d’Ivoire, DRC, Dominican Republic, Mali, Papua New Guinea, Peru, Saudi Arabia, Senegal, USA, and Zambia, Barrick has the lowest total cash cost position among its senior gold peers and a diversified asset portfolio positioned for growth in many of the world’s most prolific gold districts.