Inside this Circular (Form 6-K)

Letter from the Chairman

Letter from the Lead Director

Notice of 2025 Annual and Special Meeting

Key Terms

Meeting and Voting Information

Business of the Meeting

Barrick’s Financial Statements

Electing Directors

Appointing the Auditor

Say on Pay Advisory Vote

Name Change

Other Business

Our Commitment to Corporate Governance

Directors

Committees of the Board

Report on Director Compensation and Equity Ownership

Compensation Discussion & Analysis

2024 Compensation of Named Executive Officers

Compensation Governance and Oversight

Summary Compensation Table

Incentive Plan Award Tables

Other Information

Equity Compensation Plan Information

Directors’ and Officers’ Indemnification

Use of Non-GAAP Financial Performance Measures

Technical Information

SCHEDULE A: Additional Corporate Governance Disclosure

SCHEDULE B: Mandate of the Board of Directors

SCHEDULE C: Key Characteristics of the Performance Granted Share Unit (PGSU) Awards

SCHEDULE D: Key Characteristics of the Restricted Share Unit (RSU) Awards

Barrick Gold Corporation | 2025 Circular

March 28, 2025

Letter from

the Chairman

Dear Fellow Shareholders,

Despite a challenging environment, Barrick achieved the goals we set out to you last year.

Barrick’s leaders navigated a very complex landscape to deliver consistent results. The Company maintained its unmatched record of organic reserve replacement. We met gold production guidance, and despite higher costs, we improved our financial performance: we increased net earnings by 69%, the highest in a decade; we increased operating cash flow by 20%; and we doubled free cash flow relative to 2023. We achieved guidance on copper production and costs. The 23% increase in the gold price generated stronger margins and cash flow.

We developed our portfolio to achieve sustainable production and profitable growth. As in years past we replaced the gold and copper mined during the year and added substantially to resources. We continued to ramp up at Pueblo Viejo, started pre-feasibility at Fourmile, and restarted mining at Porgera. As ever, we continued to invest in our host communities, protect the health and safety of our people, and safeguard local habitats. Overall, we remain an industry leader with an exceptional portfolio of assets that can continue to deliver sustainable production and growth.

We completed feasibility studies for the Reko Diq and Lumwana Expansion projects. The Company will soon be a major copper producer: Reko Diq is one of the largest undeveloped copper-gold deposits, while Lumwana will become one of the world’s major copper mines. We therefore propose to you to change our name from Barrick Gold Corporation to Barrick Mining Corporation, which you will see in the accompanying meeting materials.

Despite rising gold and other metal prices, mining equities have underperformed, and Barrick was no exception. We considered our shares undervalued and therefore bought back $500 million of them. We will continue to buy whenever we believe that. We have an industry-leading balance sheet, substantial liquidity, and a global portfolio of Tier One assets. Our fully funded organic growth projects should increase per-share value well into the future. Among other things, by 2030 we intend to organically grow our production volumes by 30%.

We refreshed, diversified, and strengthened our Board. The Environmental, Social Governance & Nominating Committee rigorously assessed our current Board, defined the gaps we need to fill, and identified and evaluated appropriate candidates. We are pleased to recommend to you two such candidates, Ben van Beurden and Pekka Vauramo, both of whom will add significant global experience, operational expertise, and strategic and financial acumen. We also appointed new chairs for each of our standing committees: Isela Costantini for Compensation, Brian Greenspun for ESG & Nominating, and Loreto Silva for Audit & Risk. Christopher Coleman and Andrew Quinn will retire from the Board in May. Both joined us during a pivotal period and were instrumental in Barrick’s transformation following the Merger. Their leadership, strategic vision, and dedication have been invaluable to our success. We are deeply grateful for their service.

Barrick Gold Corporation | 2025 Circular

We are pleased to invite you to Barrick’s Annual and Special Meeting of Shareholders on May 6, 2025. You will have the opportunity to hear from our leaders, ask about our plans, and vote on vital matters. We hope you will join us: your participation is essential to our success. Details on how to participate and vote are included in our Information Circular.

It is a privilege to work tirelessly on behalf of you, our fellow owners, to grow per-share returns on the resources you entrust to us.

John L. Thornton

Chairman

Barrick Gold Corporation | 2025 Circular

March 28, 2025

Letter from

the Lead

Director

Dear Fellow Shareholders,

In 2024, our Board of Directors continued to provide strategic leadership and oversight, ensuring that Barrick’s performance today and its outlook for the future align with our commitment to sustainable growth and long-term profitability.

Working alongside the Company’s accomplished leadership team, we focused on strengthening Barrick’s position as a global leader in gold and copper production. Our priority is creating value for our shareholders and other stakeholders including business partners, host countries and the communities around our mines. We are dedicated to fulfilling our responsibilities to these key stakeholders while advancing Barrick’s vision of becoming the world’s most valued gold and copper mining company.

Renewal and diversity within the Board remained a priority in 2024, enhancing our global business expertise to achieve representation that reflects the people and regions integral to our operations. During the year, the Environmental, Social, Governance & Nominating Committee conducted a rigorous and structured selection process to identify and evaluate potential Board candidates. This process included assessing the current composition of the Board, identifying skill gaps, and defining the expertise needed to align with the Company’s strategic priorities.

As a result of the Committee’s work, we are pleased to nominate Ben van Beurden and Pekka Vauramo for your election at this year’s Meeting. Ben brings extensive experience in global business strategy and a proven ability to drive sustainable growth in the complex oil and gas industry. Pekka has more than two decades of experience successfully leading global companies, including most recently in the mining services sector. Ben and Pekka’s expertise will provide valuable guidance as we navigate the evolving challenges and opportunities within our sector.

At the same time, we would like to express our heartfelt gratitude to Christopher Coleman and Andrew Quinn, who will retire from the Board in May 2025. Both joined in 2019, during a pivotal period for Barrick, and their contributions were instrumental in shaping the significant transformation and growth following the Merger. Their strategic insights and collaborative spirit have left a lasting impact on the Board and the Company, and we thank them for their dedication and service.

We also appointed new chairs for our key committees: Isela Costantini for the Compensation Committee, Brian Greenspun for the Environmental, Social, Governance & Nominating Committee, and Loreto Silva for the Audit & Risk Committee. With two of our three committees now chaired by female directors, these appointments reflect our ongoing efforts to building a refreshed, diverse and highly capable Board that is ready to support Barrick’s plans for the future.

Throughout the year, the Board actively engaged in overseeing key growth projects to reinforce their alignment with Barrick’s strategic objectives. In October, Board members spent three days at the Lumwana copper mine in Zambia to review progress on the Super Pit expansion. This $2 billion project, supported by the recently concluded feasibility study, is expected to transform Lumwana into one of the world’s major copper mines.

Barrick Gold Corporation | 2025 Circular

In February 2025, the Board held a special Board meeting to review and approve the Reko Diq copper-gold project in Pakistan. Reko Diq is recognized as one of the world’s largest undeveloped copper-gold deposits and is planned for development in a 50/50 equity partnership between Barrick and the governments of Pakistan and Balochistan. During this session, the Board received an update on the financing strategy for the project which will be anchored by up to US$3 billion of limited recourse project financing provided by a consortium of multilateral, export credit, and import finance agencies. The Board of Directors has approved the development of Phase 1 of the Reko Diq project subject to the closing of this project financing.

The Board also provided oversight of other significant developments, namely the Pueblo Viejo mine expansion in the Dominican Republic and the resumption of operations at the Porgera mine in Papua New Guinea. Another key project adding to the Company’s peerless organic growth profile is the 100% owned Fourmile gold project in Nevada. Fourmile is now moving toward a pre-feasibility study from its preliminary assessment and will be closely monitored as it makes meaningful progress towards a development decision. Finally, the Board remained highly engaged with management throughout the year as we sought to find a beneficial solution to the complex situation that has emerged under Mali’s military-led transitional government.

Our Environmental, Social, Governance & Nominating Committee continued to oversee key initiatives aimed at supporting the social and economic development of host communities, ensuring workforce health and safety, protecting human rights, and advancing our climate strategy and biodiversity initiatives. We believe that in the natural resources industry, strong, mutually beneficial relationships with host countries are fundamental to success. The building blocks of sustainable international business, such as respect for local communities, collaboration with diverse stakeholders, and the creation of shared value, are embedded in Barrick’s operations globally. These principles are as essential to our established mines as they are to new projects in both developed and emerging markets. Whether through local recruitment, workforce training, or community partnerships, we prioritize uplifting the nationals of the countries where we operate, empowering them with skills and training. As we expand our presence globally, our unwavering focus on sustainability ensures that we remain an industry leader not just in production, but in the positive impact we deliver to people.

During the year, the Audit & Risk Committee received regular updates on operational and geopolitical risks across the Company’s portfolio of assets, reflecting Barrick’s commitment to proactively identifying and mitigating challenges that could impact our business, including the impacts of inflation, energy costs, supply chain disruptions, and cybersecurity. The Committee also conducted thorough reviews of financial plans, dividend policies and share buyback programs to ensure the Company maintained robust liquidity and balance sheet strength while continuing to deliver leading returns to shareholders.

The Compensation Committee conducted a comprehensive review of Barrick’s executive compensation framework in 2024 to further align incentive structures with shareholder interests and ensure accountability at all levels of the organization. Following valuable input from our shareholders, key adjustments were introduced to the Annual Performance Incentive Scorecard to better balance individual and company performance metrics. For 2024, the API has been equally weighted, with 50% tied to individual performance results that emphasize strategic initiatives, operational excellence, and sustainable profitability, and the remaining 50% reflecting

Barrick Gold Corporation | 2025 Circular

company performance, incorporating metrics such as ESG progress, production targets, and cost management. Additional refinements to the API are planned for 2025, with 30% tied to individual performance and 70% emphasizing company-wide results, further aligning the framework with Barrick’s long-term strategic goals.

Barrick’s equity holding requirements remain a cornerstone of the Company’s ownership culture, aligning management’s interests with those of long-term shareholders. At year-end, the Chairman held more than 2.7 million shares, while the CEO held more than 6.4 million shares. Collectively, Named Executive Officers owned more than 7.6 million shares.

Looking ahead, we remain focused on the challenges and opportunities ahead, guided by our shared vision, strong leadership, and commitment to sustainable growth and value creation.

Thank you for your continued support and trust as we work together to secure Barrick’s future success.

Respectfully,

J.B. Harvey

Lead Director

Barrick Gold Corporation | 2025 Circular

Meeting Information

May 6, 2025

10:00 a.m. (Toronto time)

Location:

meetings.lumiconnect.com/400-995-869-810

Elect ten director nominees;

Appoint PricewaterhouseCoopers LLP as our auditor for 2025;

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

Approve a special resolution approving a change in our corporate name to “Barrick Mining Corporation” in English and « Société minière Barrick » in French, the full text of which is set forth in Schedule E of the accompanying Circular.

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 Gold Corporation, unless otherwise indicated. Information in this Circular is as of March 27, 2025, 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 2024 reported by the Bank of Canada was US $1.00 = Cdn $1.3698.