# Acacia Mining plc Recommended final offer by Barrick Gold Corporation

- Link: https://www.directorstalkinterviews.com/acacia-mining-plc-recommended-final-offer-by-barrick-gold-corporation/412788140
- Published: 2019-07-19T07:23:09+01:00
- Author: Amilia Stone

The Boards of Barrick Gold Corporation and **Acacia Mining plc **(LON:ACA) today
announced that they have reached agreement on the terms of a recommended offer by
Barrick for the ordinary share capital of Acacia that Barrick does not already own.
It is intended that the Acquisition will be implemented by means of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Acquisition, each Scheme Shareholder will receive:

**For every Share: 0.168New Barrick Shares (the “Share for Share Exchange Ratio”)
and any Acacia Exploration Properties Special Dividends and any Deferred Cash Consideration
Dividends, as described below.**

On the basis of the market closing price of a Barrick Share on the NYSE on 18 July
2019 (being the last business day before this Announcement), the exchange rate of
US$1.2479:£1 on that date and the total number of 410,085,499 Acacia Shares in issue
on that date, the terms of the Share for Share Exchange Ratio imply a value of approximately
232 pence per Acacia Share, total consideration of approximately £343 million ($
428 million) for Acacia minority shareholders and a total value of approximately
£951 million for Acacia.

On that basis, the terms of the Share for Share Exchange Ratio represent:

 1. a premium of 53.5% to the closing price of 151 pence per Acacia Share on 20 May
    2019 (the last business day prior to the announcement of a possible offer by Barrick
    for Acacia);
 2. a premium of 24.2% to the closing price of 187 pence per Acacia Share on 18 July
    2019 (the last business day before this Announcement); and
 3. a premium of 28.2% to the volume-weighted average price per Acacia Share over the
    twenty trading days ended on 18 July 2019 (the last business day before this Announcement).

In addition to the Share for Share Exchange Ratio, under the terms of the Acquisition,
Acacia Shareholders (including Barrick or any other member of the Barrick Group)
whose names appear on the register of members of Acacia at the Scheme Record Time(
irrespective of whether or not they attended and voted at the Court Meeting or the
General Meeting (and if they attended and voted, whether or not they voted in favour
of the Acquisition)), will be entitled to receive and retain the Acacia Exploration
Properties Special Dividends and any Deferred Cash Consideration Dividends (if applicable)
paid as a consequence of the sales process to realise value from the sale of certain
of the Acacia Exploration Properties as described under “Sale of the Sale Exploration
Properties” below.

The Acacia Exploration Properties are Acacia’s exploration assets located in the
Republic of Tanzania, the Republic of Kenya, the Republic of Mali and Burkina Faso,
including the Excluded Assets (being Acacia Group’s interests in the Nyanzaga Gold
Project in Tanzania and the South Houndé Project in Burkina Faso), in respect of
which sale processes have already been commenced by Acacia and are well advanced.
Value attributable to the Excluded Assets of US$10 million has been reflected in
the increased exchange ratio reflected in the Share for Share Exchange Ratio.

The independent technical value (“ITV”) of the Acacia Exploration Properties set
out in the Competent Persons’ Report produced by SRK reflects an attributable value
range for the Acacia Exploration Properties of US$37 million (Low Value) to US$87
million (High Value), with a Preferred Value of US$57 million.

Included in the Preferred Value is an amount of US$9 million which relates to the
Excluded Assets. The value of the Acacia Exploration Properties excluding the Excluded
Assets (the “Sale Exploration Properties”), as reported by SRK, amounts to US$48
million (the “Exploration Value”). Whilst the ITV attributed a value of US$9 million
to the Excluded Assets; since publication of the ITV the value has increased to 
US$10 million as a result of the renegotiation of the agreement in which there will
be an increase in the upfront payment, in lieu of the royalty, for the Nyanzaga 
Gold Project, as reflected in the Share for Share Exchange Ratio.

Barrick and Acacia note that the value of the Sale Exploration Properties included
in the ITV is based on a number of assumptions which may or may not be supported
and there can be no certainty or any assurance given by Barrick or Acacia that any
sale will occur, or in the event that a sale does occur, that a realisation of such
value will be achieved through a sale. Scheme Shareholders should therefore not 
assume that the Exploration Value will be achieved through the sale of the Sale 
Exploration Properties and that Net Proceeds equivalent to the Exploration Value
will be payable to Acacia Shareholders as Acacia Exploration Properties Special 
Dividends.

Barrick currently owns 262,246,950 Acacia Shares, representing approximately 63.9
per cent of the issued ordinary share capital of Acacia.

The terms of the Acquisition are final and therefore, in accordance with the Code,
Barrick will not be permitted to increase the terms of the Acquisition.

**Sale of the Sale Exploration Properties**

Under the terms of the Acquisition, Barrick has agreed, for the benefit of all Acacia
Shareholders, to undertake a sales process to realise value for the Sale Exploration
Properties, whereby Barrick will, following a customary marketing process, dispose
of the Sale Exploration Properties in an arm’s length transaction or series of transactions
at the best cash price reasonably obtainable by Barrick in the market at the time(
a “Sale” or “Sales”) during the period of two years commencing on the Effective 
Date (the “Sale Period”).

In view of Barrick’s 63.9 per cent shareholding in Acacia, Barrick’s interests in
the outcome of the sales process to realise value for the Sale Exploration Properties
are wholly aligned with those of other Acacia Shareholders.

The Sale Exploration Properties may be sold by Barrick on an individual or combined
basis within the Sale Period. Individual sales of the Sale Exploration Properties
may take place at different times within the Sale Period, but Barrick intends to
conclude the sales process in respect of the Sale Exploration Properties on or before
the end of the Sale Period. Further details of the anticipated process for sale 
of the Sale Exploration Properties and the arrangements that will be put in place
will be set out in the Scheme Document.

The Net Proceeds of any Sale or Sales will be paid to Acacia Shareholders (including
Barrick or any other member of the Barrick Group) whose names appear on the register
of members of Acacia at the Scheme Record Time (irrespective of whether or not they
attended and voted at the Court Meeting or the General Meeting (and if they attended
and voted, whether or not they voted in favour of the Acquisition)) on a pro rata
basis by reference to their existing holdings of Acacia Shares at that time by way
of a US Dollar cash payment payable on or before 31 December in the relevant year
such Sale or Sales are completed (the “Acacia Exploration Properties Special Dividends”).

To the extent any Sale consummated prior to the end of the Sale Period involves 
the payment of any escrow, holdback, deferred cash consideration or similar following
that date (“Deferred Cash Consideration”), any Net Deferred Cash Consideration will
be paid to Acacia Shareholders (including Barrick or any other member of the Barrick
Group) whose names appear on the register of members of Acacia at the Scheme Record
Time in the manner and on the basis described above (a “Deferred Cash Consideration
Dividend”). Deferred Cash Consideration Dividends (if any) will be payable by Acacia
once such Deferred Cash Consideration is actually received in cleared funds by Barrick
or any Barrick subsidiary.

Barrick will make an announcement by no later than 31 December each year until all
Net Proceeds have been paid and all Deferred Cash Consideration has been received,
as to any Sale Exploration Properties sold or Deferred Cash Consideration received
in the relevant year and the gross and Net Proceeds attributable to such Sale or
Sales and the amount of the Acacia Exploration Properties Special Dividend and/or
Deferred Cash Consideration Dividend paid or payable to Acacia Shareholders as a
result.

No statements made in this paragraph constitute “post-offer undertakings” for the
purposes of Rule 19.5 of the Code.

**Background to and reasons for the Acquisition**

_Disputes with the Government of Tanzania_

The business and operations of Acacia have been materially affected by the ongoing
disputes with the Government of Tanzania (“GoT”). In March 2017, the GoT announced
a ban on the export of metallic mineral concentrates (the “Export Ban”) and, as 
a consequence, in the second half of 2017, Acacia took the decision to place the
Bulyanhulu mine on reduced operations. The Export Ban remains in effect.

In addition, there are numerous ongoing unresolved disputes between the GoT and 
Acacia Group companies, including disputes in relation to tax, environmental and
criminal matters. In October 2018, one of Acacia’s employees in Tanzania, was charged
by the Tanzanian Prevention and Combating of Corruption Bureau (“PCCB”) with an 
offence under the Tanzanian Prevention and Combating of Corruption Act. The PCCB
also charged two current and one former employee of Acacia’s Tanzanian businesses,
together with Bulyanhulu Gold Mine Limited (“BGML”) and Pangea Minerals Limited (“
PML”) and North Mara Gold Mine Limited (“NMGML”) and a third party Canadian entity,
Explorations Miniers du Nord Ltd., this being the former joint venture partner for
the Tulawaka mine, with a number of different offences, including breaches of the
Tanzanian Anti-Money Laundering Act. A total of 39 charges were brought. Acacia 
and Barrick remain deeply concerned regarding the ongoing risks to these individuals,
who still remain in custody on criminal charges for a range of allegations without
committal for trial or access to bail.

Acacia continues to favour a negotiated resolution to the Company’s disputes with
the GoT but, as a fall back, the Acacia Group sought to protect the Company’s business
through the contractual arbitration proceedings commenced in 2017 by Acacia’s subsidiaries,
BGML and PML.

_GoT Arrangements_

Barrick and Acacia both believe that a negotiated settlement of Acacia’s disputes
with the GoT is necessary. Barrick, the Company’s majority shareholder, has been
in discussions with the GoT in an effort to identify and document a solution to 
the Company’s disputes which would include a lifting of the Export Ban and settlement
of all other outstanding disputes. Acacia has co-operated and provided assistance
to Barrick in relation to the discussions with the GoT.

On 19 October 2017, Barrick and the GoT signed a set of framework documents which
envisaged a US$300 million settlement payment and subsequent 50/50 sharing of economic
benefits between Acacia and the GoT. As Acacia was not permitted to participate 
in the discussion, Acacia was not a party to the framework documents and was not
involved in negotiating the terms included therein. There followed a lengthy period
of time during which Barrick and the GoT were discussing a set of agreements to 
implement the framework documents.

In the course of May 2019, Barrick’s negotiations with the GoT advanced to the point
where draft Transaction Documents for a possible settlement had been extensively
negotiated and initialled by the GoT, albeit with a number of substantive issues
still outstanding. The key principle of the draft Transaction Documents under discussion
is that going forward the GoT and Acacia’s Tanzanian mine operating subsidiaries(
the “TMCs”) will share the economic benefits derived from the Tanzanian mines on
a 50/50 basis, based on the life of mine plans of the TMCs. The GoT will receive
its share of economic benefits through taxes, royalties, fees and other fiscal levies
and through the GoT’s 16% free carried interest in all distributions (including 
shareholder loan repayments) from the TMCs and a new Tanzanian management company.
The 50/50 sharing arrangement will be reviewed annually to ensure that the actual
and projected sharing of economic benefits is in accordance with the 50/50 principle.
The draft Transaction Documents also provide for payment by the Acacia Group of 
an aggregate sum of US$300 million in consideration for the full, final and comprehensive
settlement of all existing disputes between the GoT and the Acacia Group, including
all liability to taxation and a waiver of actual or potential claims on a mutual
basis. This US$300 million payment is outside of (and therefore not taken into account
for the purposes of) the 50/50 sharing of the economic benefits over time.  The 
settlement envisaged by the draft Transaction Documents involves a significant value
transfer from Acacia to the GoT, but this has been critical to agreeing draft settlement
terms with the GoT and creating a viable operating framework for the TMCs going 
forward. A summary of the material terms of the current draft Transaction Documents
under discussion is set out in Appendix 4.

_Recent Developments_

On 21 May 2019, Barrick informed Acacia that it had made significant progress towards
finalising a proposed resolution to the disputes between the GoT and Acacia and 
provided the Transaction Documents to Acacia, noting their status. On the same date
Barrick also provided Acacia with a letter dated 19 May 2019 from the Acting Chairman
of the GoT negotiating team, and addressed to each of the TMCs. This letter (the“
GoT Negotiating Team Letter”) states that the GoT will not execute final agreements
for the resolution of the Company’s disputes if Acacia is one of the counterparties
to the agreements and that it will only sign such agreements “if satisfied that 
substantial changes have been made to the management style of the Operating Companies
and of their shareholders”. Acacia immediately reached out to the most senior levels
in the GoT to seek clarity on the letter received and to date has received no response.

On 12 July 2019, Acacia announced that its North Mara mine had received a letter(
the “No Export Letter”) from the Mining Commission of the Tanzanian Ministry of 
Minerals informing it that the Mining Commission is soon to conduct an inspection
of North Mara’s gold production. The No Export Letter stated that export permits
for gold shipments from North Mara would be issued following completion of this 
inspection. Until such time as Acacia receives permits for gold shipments the Company
cannot sell its product and production will accrue to inventory. The Company anticipates
that under a normal production schedule it could operate for approximately one further
week before running out of storage capacity. Acacia is seeking clarification of 
the timing for completion of the inspection.

On 16 July 2019, the National Environment Management Council (“NEMC”) issued NMGML
with a prohibition notice (the “Prohibition Notice”) which orders the North Mara
mine to stop use of its tailings storage facility (the “TSF”) by 6.00 a.m. local
time on 20 July 2019. The NEMC cited the North Mara mine’s failure to contain and
prevent seepage from the TSF as grounds for its issuance of the Prohibition Notice.
The Prohibition Notice stated that it shall remain effective until such time that
NEMC were to be satisfied that the North Mara mine has taken measures to contain
seepage from the TSF. Acacia is seeking clarification of the Prohibition Notice.
The effect of the North Mara mine having to stop using the TSF would be the immediate
cessation of gold production, and in time, if the prohibition is not lifted, cessation
of mining operations at North Mara.

_Transaction Committee observations on current status of operations_

The Transaction Committee acknowledges that the GoT Negotiating Team Letter represented
a material development in respect of Acacia’s status with the GoT. Shortly following
the GoT Negotiating Team Letter, an official spokesman of the GoT confirmed, in 
a press conference, their position that they would not deal with Acacia going forward.
Furthermore Acacia’s local staff have engaged with their counterparts in government
who have again confirmed that the GoT will not engage with Acacia for the purposes
of agreeing a settlement. As things stand therefore, there is a serious question
as to whether Acacia’s entry into the Transaction Documents and the building of 
a long-term partnership with the GoT on which the future for the business envisaged
in the Transaction Documents necessarily relies, are a realisable alternative for
Acacia as an independent company.

Whilst Acacia has continued to operate its assets and achieve significant production
despite the deteriorating operating environment following the Export Ban, the Transaction
Committee views  the No Export Letter and Prohibition Notice as a further material
deterioration in the operating environment. In particular the No Export Letter and
the Prohibition Notice will restrict the ability of Acacia to operate at North Mara
until such time as the Company receives export permits and the prohibition is lifted
on use of the TSF.

Considering the impending loss of the ability of Acacia to produce gold and operate
the mine at North Mara, the Acacia Group’s cash flow from operations will be adversely
impacted and the Acacia Group will be required to meet its on-going working capital
requirements and other financial obligations from its existing cash balance. This
position is not sustainable and the liquidity of the Company will be constrained
in the absence of a resolution.

In the absence of a settlement of its disputes with the GoT the Transaction Committee
remain concerned about the potential for the operating environment for the Acacia
Group to further deteriorate. Further actions from the GoT have the potential to
negatively affect the [sustainability](https://www.directorstalkinterviews.com/sustainability-green-stocks-news)
of the Acacia Group’s business and present risks to Acacia’s employees and other
stakeholders.

The Acacia Group has, to date, and only as a fall-back option, sought to protect
its assets via the arbitration proceedings commenced in July 2017.  As the Transaction
Committee has previously disclosed, however, there are significant collateral risks
in PML and BGML continuing to seek to protect their businesses through maintaining
the arbitrations pending a negotiated resolution. Accordingly, as announced on 17
July 2019, PML and BGML have now sought a stay of those proceedings in the light
of increasing risks and to allow more time for a negotiated resolution. The Transaction
Committee has also concluded that the value to Scheme Shareholders of the Acacia
Group pursuing these arbitration proceedings in the future does not exceed the value
of the Consideration.

As further explained in the section headed “Acacia Recommendation and Irrevocable
Undertakings” below, in light of this background and current circumstances, the 
Transaction Committee, having considered, amongst other factors, the financial terms
of the Scheme, believes that the Acquisition is a fair outcome for the Scheme Shareholders.
It is also an attractive solution for the Company’s other key stakeholders, as it
may enable Barrick to finalise the terms of a settlement with the GoT, thereby resolving
the long-running disputes and potentially allowing the Acacia Group’s Tanzanian 
business, and its employees in Tanzania, who have provided exceptional and unstinting
support in continuing operations in country, to return to a normalised operating
environment.

_Background to the Acquisition_

It is against the background of the GoT’s position as highlighted above that Barrick
concluded that the only way forward to preserve, to the extent possible, the value
of Acacia’s assets was for Barrick to make an offer to acquire all of the Acacia
Shares not already owned by it and on 21 May 2019, Barrick presented Acacia with
an indicative proposal to acquire all the issued and to be issued share capital 
of Acacia not already owned or controlled by Barrick. The consideration originally
proposed by Barrick was in the form of new common shares in Barrick, with Scheme
Shareholders receiving 0.153 of a new common share of Barrick for every ordinary
share in Acacia (the “Possible Offer”). Acacia’s announcement confirming Barrick’s
indicative proposal stated that any firm intention to make an offer in accordance
with Rule 2.7 of the Code would be subject to a deadline of 5.00 p.m. on 18 June
2019 (the “First PUSU Deadline”).

On 18 June 2019, Acacia announced that Barrick had requested that Acacia seek an
extension to the First PUSU Deadline in order to facilitate further engagement with
Acacia and its minority shareholders. In order to provide further time to determine
a proposal that might receive sufficient shareholder support, the Acacia Board requested
that the Panel extend the First PUSU Deadline and, in light of this request, an 
extension was granted by the Panel to 5.00 p.m. on 9 July 2019 (the “Second PUSU
Deadline”).

On 24 June 2019, Acacia announced that in 2018 it had engaged SRK, an independent
technical consultancy, to carry out a comprehensive review of its geological and
resource modelling and preparation of its life of mine plans and mineral resource
and mineral reserve statements.  SRK presented the results of this review in the
form of a Competent Persons’ Report which was effective on 30 June 2019 and published
by Acacia on 9 July 2019. The Transaction Committee Directors confirm that SRK have
confirmed that an updated valuation of Acacia’s assets as at the date of this announcement
would not be materially different from the valuation thereof contained in the Competent
Persons’ Report. The Competent Persons’ Report and an executive summary thereof 
can be found on Acacia’s website as follows: https://www.acaciamining.com/media/
press-releases/2019/2019-07-09.aspx.

On 9 July 2019, Acacia also announced that Barrick had requested that Acacia seek
an extension to the Second PUSU Deadline in order to allow Barrick more time to 
review the Competent Persons’ Report and facilitate further engagement with Acacia
on the terms of the proposal. In order to further facilitate such discussions, the
Acacia Board requested that the Panel extend the Second PUSU Deadline and, in light
of this request, an extension was granted by the Panel to 5.00 p.m. on 19 July 2019.

Acacia has subsequently engaged with Barrick on the contents of the Competent Persons’
Report and other matters relating to the terms of the Possible Offer. Following 
these discussions, Barrick informed the Transaction Committee that, while constructive,
the discussions with SRK and Acacia, and Barrick’s detailed review of the Competent
Persons’ Report, did not result in Barrick attributing greater value to Acacia’s
operating mines than taken into account in connection with its Possible Offer. Barrick
has informed the Transaction Committee that the discussion did, however, lead it
to conclude that it was in a position to revise its proposal to take into account
two additional value items unrelated to Acacia’s operating mines as noted below.

_Barrick’s revised proposal_

Barrick’s Possible Offer did not attribute any value to the Acacia Exploration Properties.
The Competent Persons’ Report ascribed an ITV to the Acacia Exploration Properties
ranging from US$37 million (Low Value) to US$87 million (High Value), with a Preferred
Value of US$57 million. Barrick has agreed with Acacia (i) to improve the exchange
ratio upon which Scheme Shares will be exchanged for Barrick Shares to reflect US
$10 million in respect of the disposal by Acacia of the Excluded Assets, and (ii)
to undertake a sales process (for the benefit of all Acacia Shareholders) to realise
value for the Sale Exploration Properties, with the Net Proceeds of any Sale or 
Sales being paid to all Acacia Shareholders by way of Acacia Exploration Properties
Special Dividends.

In addition, Barrick has agreed to further improve the exchange ratio upon which
Scheme Shares will be exchanged for Barrick Shares to reflect general and administrative
expense savings expected to be realised following the Effective Date through the
office closures and personnel reductions referred to under the section headed “Directors,
management and employees and locations of business” below.

The Transaction Committee has considered the terms of the Acacia Exploration Properties
Special Dividends and any Deferred Cash Consideration Dividends. The Transaction
Committee notes that the Competent Persons’ Report attributes a value of US$48 million
to the Sale Exploration Properties. However, the Transaction Committee notes that
there is no certainty around the outcome of any sales process and therefore the 
cash amount that may be realised from the disposal of the Sale Exploration Properties
may be materially lower (or higher) and have taken this into account in assessing
the value of the Consideration.

In considering the merits of these terms, the Transaction Committee has also taken
the following into account:

 * The terms of the Transaction Documents as summarised in Appendix 4 to this Announcement
   and their likely impact on the operations, future financial results and prospects
   for Acacia, based on the management’s long-term business plan for the Acacia 
   Group’s mines (while acknowledging at the same time that it is not known what
   the final terms of such settlement may comprise)
 * The recent and continuing deterioration of the operating environment, as exemplified
   by the No Export Letter and Prohibition Notice
 * The urgent need to create certainty and stability for Acacia, its people and 
   the communities in which it operates, which the Transaction Committee believes
   is more likely to happen under the full ownership and control of Barrick given
   the current attitude of the GoT towards Acacia
 * The statement in the GoT’s Negotiating Team Letter as to the inability  of Acacia
   to enter into the Transaction Documents and the significant uncertainty as to
   the ability of Acacia to build a long term partnership with the GoT
 * The risks and uncertainties associated with the fall-back alternative of continuing
   with the outstanding arbitration, as described above
 * The Transaction Committee has also concluded that the value to Scheme Shareholders
   of the Acacia Group pursuing these arbitration proceedings in the future does
   not exceed the value of the Consideration
 * The certainty created for Scheme Shareholders to receive the Consideration if
   the Acquisition were to proceed
 * The apparent lack of alternative buyers of Acacia or any of its Tanzanian assets
   at this time of great uncertainty for the Company
 * The significant risks that Barrick is assuming given that it has not yet reached
   a final agreement with the GoT on the Transaction Documents.

**Acacia Recommendation and Irrevocable Undertakings**

The Transaction Committee Directors, who have been so advised by J.P. Morgan Cazenove
and RBC Capital Markets as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable.In providing their advice, J.
P. Morgan Cazenove and RBC Capital Markets have taken into account the commercial
assessments of the Transaction Committee Directors.

Accordingly, the Transaction Committee Directors have unanimously approved the Acquisition
and intend to recommend that the Scheme Shareholders vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the General Meeting, 
as Rachel English and Andre Falzon, the only members of the Board who hold any Acacia
Shares, have irrevocably undertaken to do in respect of their own Acacia Shares (
representing approximately 0.01 per cent. of the issued ordinary share capital of
Acacia).Further details of these irrevocable undertakings are set out in Appendix
3.

The irrevocable undertakings will cease to be binding only if one of the events 
set out in Appendix 3 takes place.

In addition, Lazard & Co., Limited is providing independent financial advice to 
the Transaction Committee Directors, in providing such advice Lazard & Co., Limited
has relied upon the commercial assessments of the Transaction Committee Directors.

**Transaction Committee**

Stephen Galbraith, who is both a non-executive director of Acacia and an employee
of Barrick, has played no part in the consideration by the Transaction Committee
Directors of the Acquisition, the recommendation of it by the Transaction Committee
Directors or the discussions between Barrick and the GoT.

**General**

It is intended that the Acquisition will be implemented by means of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act.

The Acquisition will be conditional on, among other things: (i) the requisite approvals
of the Scheme Shareholders for the Scheme and the Acquisition at the Court Meeting
and of Acacia Shareholders at the General Meeting; (ii) relevant regulatory clearances
being received and other conditions satisfied; and (iii) the Court sanctioning the
Scheme and the Acquisition becoming effective, no later than the Longstop Date.

It is expected that the Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and General Meeting, together with 
the Forms of Proxy, will be mailed to Acacia Shareholders and (for information only)
the participants in the Acacia Share Plans as soon as practicable, and in any event,
within 28 days of the date of this Announcement (unless the Panel agrees otherwise).

The Scheme is expected to become effective during Q4 2019, subject to the satisfaction
or waiver of all relevant conditions.

**This summary should be read in conjunction with, and is subject to, the full text
of the following announcement (including its Appendices).  The Acquisition will 
be subject to the Conditions and certain further terms set out in** **Appendix 1****
and to the full terms and conditions to be set out in the Scheme Document. ** **
Appendix 2** **contains the sources and bases of certain information contained in
this summary and the following announcement.** **Appendix 3** **contains details
of the irrevocable undertakings received by Barrick.** **Appendix 4** **contains
a summary of the material terms of the current draft documentation under discussion(
but not yet finalised) with the GoT. ** **Appendix 5** **contains the definitions
of certain terms used in this summary and the following announcement. **

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