Barrick Shareholders Overwhelmingly Approve Randgold Merger
November 05 2018 - 11:29AM
Barrick Gold Corporation (NYSE:ABX)(TSX:ABX) (“Barrick” or the
“Company”) today announced that the Company’s shareholders have
voted to approve the issuance of Barrick common shares in
connection with the Merger of Barrick and Randgold Resources
Limited (“Randgold”), and the continuance of Barrick to the
Province of British Columbia under the Business Corporations Act
(British Columbia).
The issuance of Barrick common shares in
connection with the Merger, and the continuance, were each approved
by more than 99 percent of the votes cast at today’s special
meeting of shareholders.
“Today marks an important step in our journey of
taking Barrick 'back to the future',” said Barrick Executive
Chairman John L. Thornton. “The combination of Barrick and Randgold
will create the compelling gold investment.”
Detailed voting results for the resolutions are
as follows:
|
|
|
|
|
|
Votes
For |
% For |
Votes
Withheld |
%
Withheld |
Issuance of BarrickCommon Shares |
683,038,422 |
99.8% |
1,169,225 |
0.2% |
Continuance |
678,593,897 |
99.2% |
5,613,751 |
0.8% |
|
|
|
|
|
The Merger is expected to be completed on
January 1, 2019, subject to approval by Randgold shareholders,
approval by the Royal Court of Jersey, and other customary closing
conditions. Barrick intends to effect the continuance in advance of
the closing of the Merger, subject to receipt of all necessary
consents and authorizations.
INVESTOR CONTACTDeni
NicoskiSenior Vice PresidentInvestor RelationsTelephone:
+1 416 307-7474Email: dnicoski@barrick.com
MEDIA CONTACTAndy Lloyd Senior
Vice PresidentCommunicationsTelephone: +1 416 307-7414Email:
alloyd@barrick.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
Certain information in this press release
constitutes “forward looking information” within the meaning of
applicable Canadian securities legislation relating to, among other
things, the completion of the Merger and the continuance. Often,
but not always, forward-looking information can be identified by
the use of words such as “will”, “expect”, “intend” or similar
expressions. These statements are based on the reasonable
assumptions, estimates, analyses, 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 Barrick, as applicable, to be materially different
from those anticipated, estimated, or intended, including: the risk
that the anticipated benefits and value creation from the Merger
will not be realized, or may not be realized in the expected
timeframes; the risk that the conditions to completion of the
Merger will not be satisfied; the risk that approval of the Merger
will not be obtained from Randgold shareholders; the risk that
required regulatory and third party approvals necessary to complete
the Merger will not be obtained, or that conditions will be imposed
in connection with such approvals that will increase the costs
associated with the Merger or have other negative implications for
Barrick on a consolidated basis following the Merger; the risk that
litigation relating to the Merger may be commenced which may
prevent, delay or give rise to significant costs or liabilities on
the part of Barrick or Randgold; the risk that Randgold may not be
integrated successfully following the Merger; risks relating to
certain of the jurisdictions in which Barrick or Randgold operates,
in respect of which there have been recent changes and/or proposed
changes in mining laws and/or tax laws and where governments may
seek a greater share of mineral wealth; and the risks and
assumptions described under the headings “Forward-Looking
Information” and “Risk Factors” in Barrick’s management information
circular dated October 4, 2018 relating to the Meeting and
Barrick’s continuous disclosure materials filed from time to time
under its issuer profile on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov. Readers are cautioned not to place undue reliance on
forward looking information.
Barrick disclaims any obligation or intention to
update any forward-looking information, whether as a result of new
information, future events, or results or otherwise unless so
required by applicable securities laws.
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