BARRICK GOLD CORPORATION – and – NEWMONT MINING CORPORATION IMPLEMENTATION AGREEMENT March 10, 2019

Exhibit 99.1

▇▇▇▇▇▇▇ GOLD CORPORATION

– and –

NEWMONT MINING CORPORATION

IMPLEMENTATION AGREEMENT

March 10, 2019

TABLE OF CONTENTS

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IMPLEMENTATION AGREEMENT

THIS AGREEMENT made the 10^th day of March, ▇▇▇▇,

▇ ▇ ▇ ▇ ▇ ▇ ▇:

▇▇▇▇▇▇▇ GOLD CORPORATION,

a corporation existing under the laws of

the Province of British Columbia,

(hereinafter referred to as “Barrick”),

– and –

NEWMONT MINING CORPORATION,

a corporation existing under the laws of

the State of Delaware,

(hereinafter referred to as “Newmont”).

WHEREAS Barrick and Newmont desire to form a joint venture to own, manage and operate the Barrick Properties and the Newmont Properties as a single complex;

AND WHEREAS in furtherance of the foregoing, Barrick wishes to contribute the Barrick Contributed Assets, and Newmont wishes to contribute the Newmont Contributed Assets, to the JV Company on the terms and conditions set forth herein; and

AND WHEREAS concurrently with the transfer of the Barrick Contributed Assets and the Newmont Contributed Assets to the JV Company, Barrick and Newmont (together with certain of their respective Affiliates) shall enter into the JV Agreement to govern their respective rights, interests and obligations with respect to the JV Company and the Properties.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each Party), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

In this Agreement (including the recitals and the Schedules hereto), the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have the corresponding meanings:

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In this Agreement:

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Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in United States dollars.

Time shall be of the essence of this Agreement.

The following Schedules are attached to and form part of this Agreement:

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ARTICLE 2

PRE-CLOSING TRANSACTIONS

With respect to the Barrick Pre-Closing Transactions and the Newmont Pre-Closing Transactions, as applicable, each Party shall: (i) keep the other Party promptly and fully apprised as to all material matters in connection therewith; (iii) provide the other Party with all

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information reasonably requested in connection therewith; (iv) promptly notify the other Party upon becoming aware of any issue therewith or impediment to completion thereof; and (v) promptly notify the other Party of the due completion thereof.

ARTICLE 3

JOINT VENTURE FORMATION

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Subject to the terms and conditions of this Agreement, including the completion of the Barrick Pre-Closing Transactions, at the Time of Closing, the Parties shall cause the JV Company to assume, and agree to perform and discharge when due the Barrick Assumed Liabilities and to indemnify and save harmless the Barrick Indemnified Parties and the Newmont Indemnified Parties (in each case other than the JV Company) from and against all Losses suffered or incurred by any of the them as a result of or arising directly or indirectly out of or in connection with the Barrick Assumed Liabilities.

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Subject to the terms and conditions of this Agreement, including the completion of the Newmont Pre-Closing Transactions, at the Time of Closing, the Parties shall cause the JV Company to assume, and agree to perform and discharge when due the Newmont Assumed Liabilities and to indemnify and save harmless the Barrick Indemnified Parties and the Newmont Indemnified Parties (in each case other than the JV Company) from and against all Losses suffered or incurred by any of the them as a result of or arising directly or indirectly out of or in connection with the Newmont Assumed Liabilities.

At the Time of Closing: (a) the Barrick Parties shall receive, in the aggregate, a 61.5% membership interest in the JV Company (the “Barrick Interests”) free and clear of all Encumbrances in consideration for the contribution of the Barrick Contributed Assets to the JV Company; and (b) Newmont Parties shall receive, in the aggregate, a 38.5% membership interest (the “Newmont Interest”) in the JV Company free and clear of all Encumbrances in consideration for the contribution of the Newmont Contributed Assets to the JV Company. For the avoidance of doubt, at the Closing Time, the Members shall be the sole members of the JV Company.

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Immediately after the transfer of the Barrick Contributed Assets and the Newmont Contributed Assets and the Assumption of the Barrick Assumed Liabilities and the Newmont Assumed Liabilities, Barrick shall, and shall cause the other Barrick Parties to, contribute the Barrick Interests to Barrick Holdco in exchange for interests in Barrick Holdco and Newmont shall, and shall cause the other Newmont Parties to, contribute the Newmont Interests to Newmont Holdco in exchange for interests in the Newmont Holdco.

The JV Company shall be liable for, and shall pay directly to the appropriate Governmental Authority all transfer Taxes and all other duties, fees or other like charges payable by the Parties in connection with the Barrick Pre-Closing Transactions, the Newmont Pre-Closing Transactions, and the transfer of the Barrick Contributed Assets and the Newmont Contributed Assets to the JV Company. Barrick Holdco and Newmont Holdco will each contribute cash to the JV Company equal to their respective Proportionate Interests of the Transfer Taxes at or before the Time of Closing.

At the Time of Closing, the Parties shall, and shall cause their respective Members and the JV Company to, enter into the JV Agreement and shall take all actions and steps necessary to ensure that the Constating Documents and other corporate records of the JV Company are consistent with and reflect the ownership structure of the JV Company contemplated by this Agreement.

ARTICLE 4

CLOSING ARRANGEMENTS

Subject to compliance with the terms and conditions of this Agreement, the transfer of the Barrick Contributed Assets and the Newmont Contributed Assets to the JV Company in return for limited liability company interests in the JV Company, and the assumption by the JV Company of the Barrick Assumed Liabilities and the Newmont Assumed Liabilities, in each case, as contemplated by Article 3 shall be deemed to take effect as at the Time of Closing (a) on the date that is five Business Days after the date on which the last of the conditions set forth in Article 8 (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date, but subject to the satisfaction or waiver of those conditions at Closing) is satisfied or waived, or (b) on such other date as Barrick and Newmont may mutually determine, provided that the Closing Date shall occur no later than the Outside Date. The date on which the Closing actually occurs is referred to herein as the “Closing Date”.

The Closing shall take place at the offices of Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 155 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇ at such other location as may be agreed upon by the Parties.

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At the Time of Closing, Newmont shall deliver or cause to be delivered the following to Barrick:

At the Time of Closing, Barrick shall deliver or cause to be delivered the following to Newmont:

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The Parties acknowledge and agree that at least 10 Business Days prior to Closing, Barrick, as the parent of the Operator, shall submit a Monthly Funding Statement to Newmont setting out its share of the cash needed to fund Cash Requirements of the joint venture for the first 90 days immediately following Closing. Such Monthly Funding Statement and the Cash Requirements set forth therein shall be reviewed and reasonably approved by the individuals proposed to be appointed to the Board of the JV Company. Barrick and Newmont agree to pay, on Closing, their share of the amounts set out in the Monthly Funding Statement as so reviewed and approved and that such Monthly Funding Statement shall be treated in accordance with the terms of the JV Agreement, mutatis mutandis. Within the first 90 days immediately following Closing, Barrick, as the parent of the Operator, will produce the first Program and Budget contemplated by the JV Agreement. Capitalized terms in this Section not otherwise defined in this Agreement shall have the meanings given to them in the JV Agreement.

ARTICLE 5

COVENANTS OF THE PARTIES

Barrick and Newmont agree that, subject to applicable Laws, each shall provide the other with prompt notice in writing (together with copies of all related documents) of:

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provided that the giving of any such notice shall not in any way change or modify the representations and warranties of Barrick or Newmont, or any conditions in favour of Barrick or Newmont, contained in this Agreement or otherwise affect the remedies available to Barrick and Newmont under this Agreement.

During the Interim Period, subject to applicable Laws, the Parties agree to cooperate to constructively take such steps as are reasonably necessary so that the JV Company is in a position to seamlessly begin operating the Barrick Contributed Assets and the Newmont Contributed Assets as a unified operation from and after Closing. During the Interim Period, the Parties agree to cooperate to refine and add further specificity to the descriptions of the properties identified as being excluded from the definitions of Barrick Properties and Newmont Properties, including the boundaries thereof.

Each Party shall take all such actions as are within its power and otherwise use its best efforts to satisfy (or cause the satisfaction of) the Closing Conditions in Article 8 to the extent that such is within its control, and to take, or cause to be taken, all other reasonable action and to do, or

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cause to be done, all things reasonably necessary, proper or advisable under applicable Law to complete the transactions contemplated hereby as soon as reasonably practicable following the date hereof, and not to take or agree to take any action that would reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement, including taking all such actions as are necessary in respect of the following:

For greater clarity, the foregoing shall in no way condition or qualify the covenants of the Parties set out herein and the Parties’ respective obligations to perform such covenants.

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The JV Company shall be formed by Barrick prior to the Closing as a limited liability company under the laws of the State of Delaware. Barrick shall consult with Newmont with respect to the Constating Documents of the JV Company prior to its formation.

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Each of the Parties acknowledges, covenants and agrees that, absent fraud, at the Time of Closing the JV Company shall purchase the Barrick Contributed Assets and the Newmont Nevada Assets, and assume the Barrick Assumed Liabilities and the Newmont Assumed Liabilities, on an “as-is, where-is” basis as they exist as of the Time of Closing without any representations or warranties from the other Party, including with respect to Environmental Liabilities, closure, land title, post-closure monitoring and maintenance, rehabilitation, remediation, reclamation or restoration matters, other than the express representations and warranties set out in Article 6 (in the case of Barrick) and Article 7 (in the case of Newmont). Each of the Parties specifically disclaims that it is relying upon or has relied upon any representations or warranties, other than the express representations and warranties set out in Article 6 (in the case of Barrick) and Article 7 (in the case of Newmont), that may have been made by any Person.

Barrick and Newmont agree that their representatives will, as soon as practicable following the date hereof, meet to discuss the name, branding, logos and marks to be used by the JV Company following the Time of Closing, which shall be subject to agreement of Newmont and Barrick, both acting reasonably.

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If, during the 12-month period following Closing:

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From and after the date of this Agreement, the Parties shall each use their reasonable best efforts to cause the JV Company to arrange for and substitute, on or prior to the Closing, each Surety Instrument with a letter of credit, indemnity agreement, surety bond or other similar agreement made or delivered by the JV Company on substantially the same terms as such Surety Instrument or in such other form or amount as is reasonably acceptable to the Governmental Authority or other Person that holds or is benefited by such Surety Instrument. If the JV Company is unable or is not permitted under applicable Law to effectuate such substitution on or prior to Closing, the Parties shall continue to use their reasonable best efforts to cause the JV Company to effectuate such substitution as soon as practicable following the Closing. If after a period of one year from the date of the Closing the JV Company has not, for any reason, successfully provided a substitute to each Surety Instrument acceptable to the Governmental Authority or other Person that holds or is benefited by such Surety Instrument, the Members shall undertake obligations, or enable the JV Company to undertake obligations, required to provide such financial sureties, such as paying premiums for and satisfying other requirements in respect of surety bonds, providing letters of credit or corporate guarantees and/or putting up cash, as determined by the board of directors of the JV Company, in their respective Proportionate Interests. The portion of the financial surety underwritten or provided by each Member shall be adjusted to reflect any changes in the Proportionate Interests of the Members and to enable substitution of the JV Company as the obligor to the extent permitted by applicable Law, and each Member agrees to cooperate and take such actions as are necessary to enable and ensure the same. Upon substitution of any Surety Instrument, any collateral furnished by a Party or its Affiliate in respect of such substituted Surety Instrument shall be returned to such Party or its Affiliate.

To the extent applicable, each of the Parties hereby covenants and agrees to cause each of its Affiliates to duly and punctually perform and observe all of its respective obligations, commitments, undertakings, warranties, indemnities and covenants which may be necessary or advisable to consummate the transactions contemplated by this Agreement.

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BARRICK

As of the date hereof and again as of the Closing Date, Barrick represents and warrants to Newmont that, except as set forth in the Barrick Disclosure Letter:

Barrick is a corporation validly existing under the laws of the Province of British Columbia. Each of the Barrick Parties has (and, in the case of Barrick Holdco, will have) the corporate power or other organization powers to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is or will be a party has been (and, in the case of Barrick Holdco and the JV Company, will be) duly authorized by all necessary corporate action on the part of each of the Barrick Parties and the JV Company, and constitutes, or, in the case of such other Transaction Documents, will constitute, a legal, valid and binding obligation of each of the Barrick Parties and the JV Company enforceable by Newmont in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency and other rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

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The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by each of the Barrick Parties of its obligations hereunder and thereunder, including the completion of the Barrick Pre-Closing Transactions and the sale, assignment and transfer of the Barrick Contributed Assets to the JV Company, will not: (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any provision of its Constating Documents or any Barrick Material Contract to which it is a party or by which it or any of the Barrick Contributed Assets is bound, or (ii) subject to obtaining Required Regulatory Approvals and Customary Post-Closing Consents, result in a violation in any material respect of any Law applicable to it.

Except as specifically set out herein or as set forth in the Barrick Disclosure Letter, no Person has any written or oral agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Barrick or its Affiliates of the Barrick Contributed Assets (other than immaterial assets in the Ordinary Course).

Subject to Permitted Encumbrances and except as set out in the Barrick Disclosure Letter, immediately before the Time of Closing, the Barrick Parties will be the sole beneficial (and, where its interests are registered, the sole registered) owner, or, in the case of leases or licenses, lessee or licensee, respectively, of all of the Barrick Contributed Assets to be conveyed by it to the JV Company pursuant to this Agreement.

Other than as disclosed in the Barrick Public Record or as set forth in the Barrick Disclosure Letter, and except for(i) Environmental Liabilities and (ii) obligations under Contracts included in the Barrick Contributed Assets, to ▇▇▇▇▇▇▇’▇ knowledge there are no material Liabilities in respect of the Barrick Contributed Assets.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF NEWMONT

As of the date hereof and again as of the Closing Date, Newmont represents and warrants to Barrick that, except as set forth in the Newmont Disclosure Letter:

Newmont is a corporation validly existing under the laws of the State of Delaware. Each of the Newmont Parties has (and, in the case of Newmont Holdco, will have) the corporate power or other organization powers to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

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The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is or will be a party has been (and, in the case of Newmont Holdco, will be) duly authorized by all necessary corporate action on the part of each of the Newmont Parties, and constitutes, or, in the case of such other Transaction Documents, will constitute, a legal, valid and binding obligation of each of the Newmont Parties enforceable by Barrick in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency and other rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

The entering into of this Agreement and the other Transaction Documents to which it is a party and the performance by each of the Newmont Parties of its obligations hereunder and thereunder, including the completion of the Newmont Pre-Closing Transactions and the sale, assignment and transfer of the Newmont Contributed Assets to the JV Company, will not: (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any provision of its Constating Documents or any Newmont Material Contract to which it is a party or by which it or any of the Newmont Contributed Assets is bound, (ii) subject to obtaining Required Regulatory Approvals and Customary Post-Closing Consents, result in a violation in any material respect of any Law applicable to it or (iii) violate, conflict with, or result in a breach of any provision of any provision of the Arrangement Agreement.

Except as specifically set out herein or as set forth in the Newmont Disclosure Letter, no Person has any written or oral agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Newmont or its Affiliates of the Newmont Contributed Assets (other than immaterial assets in the Ordinary Course).

Subject to Permitted Encumbrances and except as set out in the Newmont Disclosure Letter, immediately before the Time of Closing, the Newmont Parties will be the sole beneficial (and, where its interests are registered, the sole registered) owner, or, in the case of leases or licenses, lessee or licensee, respectively, of all of the Newmont Contributed Assets to be conveyed by it to the JV Company pursuant to this Agreement.

Other than as disclosed in the Newmont Public Record or as set forth in the Newmont Disclosure Letter, and except for(i) Environmental Liabilities and (ii) obligations under Contracts included in the Newmont Contributed Assets, to Newmont’s knowledge there are no material Liabilities in respect of the Newmont Contributed Assets.

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ARTICLE 8

CLOSING CONDITIONS

The obligations of Barrick and Newmont to consummate the transactions contemplated by this Agreement, including the Pre-Closing Transactions, shall be subject to the fulfilment on or before the Time of Closing of each of the following conditions:

The foregoing conditions are for the exclusive benefit of Barrick and Newmont and any such condition may be waived in whole or in part by Barrick and Newmont at or prior to the Time of Closing by each delivering to the other a written waiver to that effect. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity Barrick or Newmont may have, including any claims Barrick or Newmont may have for breach of covenant, representation or warranty by the other Party, and also without prejudice to ▇▇▇▇▇▇▇’▇ and Newmont’s respective rights of termination in the event of non-performance of any other conditions in whole or in part.

The obligations of Barrick to consummate, or cause the consummation of, the transactions contemplated by this Agreement shall be subject to the fulfilment on or before the Time of Closing of each of the following conditions:

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The foregoing conditions are for the exclusive benefit of Barrick and any such condition may be waived in whole or in part by Barrick at or prior to the Time of Closing by delivering to Newmont a written waiver to that effect executed by Barrick. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity Barrick may have, including any claims Barrick may have for breach of covenant, representation or warranty by Newmont, and also without prejudice to ▇▇▇▇▇▇▇’▇ rights of termination in the event of non-performance of any other conditions in whole or in part.

The obligations of Newmont to consummate, or cause the consummation of, the transactions contemplated by this Agreement shall be subject to the fulfilment on or before the Time of Closing of each of the following conditions:

The foregoing conditions are for the exclusive benefit of Newmont and any such condition may be waived in whole or in part by Newmont at or prior to the Time of Closing by delivering to Barrick a written waiver to that effect executed by Newmont. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity Newmont may have, including any claims Newmont may have for breach of covenant, representation or warranty by Barrick, and also without prejudice to Newmont’s rights of termination in the event of non-performance of any other conditions in whole or in part.

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ARTICLE 9

SURVIVAL AND INDEMNIFICATION

Subject to the limitations set out elsewhere in this Article 9, from and after Closing, Barrick shall indemnify and save harmless the JV Company, Newmont and Newmont’s Affiliates and their respective officers, directors, managers, employees, agents, representatives, successors and assigns (the “Newmont Indemnified Parties”) from and against all Losses suffered or incurred by any of the foregoing as a result of or arising directly or indirectly out of or in connection with:

Subject to the limitations set out elsewhere in this Article 9, from and after Closing, Newmont shall indemnify and save harmless the JV Company, Barrick and ▇▇▇▇▇▇▇’▇ Affiliates and their respective officers, directors, managers, employees, agents, representatives, successors and assigns (the “Barrick Indemnified Parties”) from and against all Losses suffered or incurred by any of the foregoing as a result of or arising directly or indirectly out of or in connection with:

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Once the Threshold Amount has been exceeded, the Newmont Indemnified Parties shall only be entitled to require payment on such indemnities on the portion of Losses that exceeds the Threshold Amount.

Once the Threshold Amount has been exceeded, the Barrick Indemnified Parties shall only be entitled to require payment on such indemnities on the portion of Losses that exceeds the Threshold Amount.

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Each of Newmont and Barrick shall be entitled to provide a Notice of Claim on behalf of the JV Company in respect of a Claim for indemnification under Section 9.2 and Section 9.3, respectively, and shall be entitled to make elections on behalf of and otherwise control any such Claim on behalf of the JV Company as the Indemnified Party in respect of such Claim under this Article 9.

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With respect to any Direct Claim, following receipt of a Notice of Claim from the Indemnified Party, the Indemnifying Party shall have 45 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 45-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Claim, failing which the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.

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No party shall be liable to pay any amount in discharge of a claim under this Agreement unless and until the liability in respect of which the claim is made has become due and payable.

Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Party to take reasonable steps to mitigate any loss which it may suffer or incur by reason of the breach or failure to perform of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall take all reasonable steps to enforce such recovery, settlement or payment and the amount of any Losses of the Indemnified Party will be reduced by the amount actually recovered by the Indemnified Party (net of collection expenses). If necessary to mitigate any withholding Taxes that would otherwise apply to any payments for indemnification under this Agreement, the Parties shall cooperate in good faith to cause such payments to be made by a United States subsidiary of the Indemnifying Party to a United States subsidiary of the Indemnified Party.

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Subject to Section 10.4, except in cases of fraud, if the Closing shall occur, no Party may make any claim for damages in respect of this Agreement or any other Transaction Document delivered pursuant hereto (excluding the JV Agreement), or in respect of any breach or termination thereof, against any other Party except by making a Claim pursuant to and in accordance with this Article 9.

ARTICLE 10

TERMINATION

This Agreement may be terminated at any time prior to the Closing Date:

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Notwithstanding any other provisions of this Agreement, if this Agreement is terminated (whether by a Party or automatically or otherwise), the provisions of Sections 5.7 (Confidentiality), 10.3 (Surviving Provisions on Termination), 10.4 (Remedies), 11.1 (Notices), 11.2 (Governing Law) and 11.11 (Fees and Commissions) (subject to any time limitations referred to therein) shall survive such termination and remain in full force and effect, along with any other provisions of this Agreement which expressly or by their nature survive the termination hereof.

Barrick and Newmont acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any Party or its representatives and any such breach would cause the non-breaching Party irreparable harm. Accordingly, Barrick and Newmont agree that, in the event of any breach or threatened breach of this Agreement by a Party and provided this Agreement shall not have been terminated pursuant to Section 10.1, the non-breaching Party shall also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance to the extent applicable. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available hereunder.

ARTICLE 11

GENERAL PROVISIONS

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(including by courier service) or transmitted by email with confirmation receipt requested as follows:

Brookfield Place, Canada ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇

P.O. Box 212

Toronto Ontario, Canada M5J 2S1

Attention: Office of the General Counsel

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

with a copy to:

Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇’s Green Circle, Suite 800

Greenwood Village, Colorado 80111

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Executive Vice President and General Counsel

Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

with a copy to:

▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ Stocks and ▇▇▇▇ ▇▇▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

and with a copy to:

Goodmans LLP

Bay-Adelaide Centre, West Tower

▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Neill May and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇

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To the extent not prohibited by applicable law, each Party hereby waives, and covenants that such Party will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any issue, claim or proceeding arising out of this Agreement or the subject matter hereof or in any way connected with the dealings of any Party in connection with the transactions set out herein, in each case whether now existing or hereafter arising and whether in contract, tort or otherwise.

This Agreement, and any dispute arising out of or in connection with this Agreement along with the other Transaction Documents, constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof and thereof except as provided herein or therein.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto.

44

The failure of any Party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to such provision or any other provision of this Agreement. No purported waiver shall be effective as against any Party unless consented to in writing by such Party. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.

No term or provision of this Agreement may be amended except by an instrument in writing signed by all the Parties to this Agreement.

No Party shall assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other Parties.

This Agreement will enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

Except as expressly provided in this Agreement, each Party will pay its respective legal and accounting costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs and expenses whatsoever and howsoever incurred and will indemnify and save harmless the other from and against any Claim for or Loss resulting from any broker’s, finder’s or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions under this Agreement.

45

[Signature Page Follows]

46

IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date first written above.

SCHEDULE 1.1(E)

AREA OF INTEREST

SCHEDULE 1.1(DD)(i)

FORM OF RANCH DEED

(see attached)

SCHEDULE 1.1(DD)(i)

TO

IMPLEMENTATION AGREEMENT

RANCH DEED

APN #s: See Exhibit A

Recorded at the request of, and

when recorded, return to:

Mail Tax Statement to:

Space above for County Recorder’s Use

Affirmation Statement: The undersigned affirms that this document does not contain any social security numbers or other personal information of any person (Per NRS 239B.030).

DEED

(Ranch Properties)

This Deed (this “Deed”), entered into to be effective as of _________ ___, 2009, is from [Barrick Entity or Newmont Entity], a _________ corporation whose address is __________________________ (“Grantor”), to [Nevada JV Company], a Delaware limited liability company, whose address is _____________________________ (“Grantee”).

Recitals

1. Grantor owns the real property described in Exhibit A to this Deed (the “Properties”). The Properties are located in ______________ County, Nevada.

2. Grantor’s parent, [▇▇▇▇▇▇▇ Gold Corporation or Newmont Mining Corporation], and [Newmont Mining Corporation or ▇▇▇▇▇▇▇ Gold Corporation] are parties to that certain Implementation Agreement dated __________ __, 2019 (the “Agreement”). Pursuant to the Agreement, Grantor agreed, among other things, to convey to Grantee all of its right, title and interest in and to the Properties.

3. Grantor executes this Deed with respect to the Properties in order to fulfill, in

part, its obligations under the Agreement.

Conveyance

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor quitclaims to Grantee, all of Grantor’s right, title and interest in and to the Properties and all and singular the tenements, hereditaments, appurtenances, fixtures, buildings and improvements thereon or thereunto belonging to or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues, and profits thereof.

To have and to hold unto Grantee, its successors and assigns forever.

This Deed incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the Properties. This Deed incorporates the Permitted Encumbrances set out in the Agreement.

This Deed and the covenants contained herein shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns. This Deed is intended to and does convey any after acquired title or interest in and to the Properties that Grantor may hereafter acquire.

This Deed is executed and delivered effective on the date first written above.

This instrument was acknowledged before me on ________ __, 2019, by _____________, as ________________ of ____________________.

__________________________________

Notary Public

My Commission Expires:

(Seal)

2

Attachment 1

To

Deed (Ranch Properties)

RANCH PROPERTIES DESCRIPTION

3

SCHEDULE 1.1(DD)(ii)

FORM OF MINING DEED

(see attached)

SCHEDULE 1.1(DD)(ii)

TO

IMPLEMENTATION AGREEMENT

MINING DEED

APN #s: See Exhibit A

Recorded at the request of, and

when recorded, return to:

Mail Tax Statement to:

Space above for County Recorder’s Use

Affirmation Statement: The undersigned affirms that this document does not contain any social security numbers or other personal information of any person (Per NRS 239B.030).

DEED

(Mining Properties)

This Deed (this “Deed”), entered into to be effective as of _________ ___, 20__, is from [Barrick Entity or Newmont Entity], a _________ corporation whose address is __________________________ (“Grantor”), to [Nevada JV Company], a Delaware limited liability company, whose address is _____________________________ (“Grantee”).

Recitals

1. Grantor owns the real property described in [Part I (Fee Property), Part II (Patented Mining Claims), Part III (Unpatented Mining Claims) and Part IV (Mining Leases)] of Exhibit A to this Deed (the “Properties”). The Properties are located in ______________ County, Nevada.

2. Grantor’s parent, [▇▇▇▇▇▇▇ Gold Corporation or Newmont Mining Corporation], and [Newmont Mining Corporation or ▇▇▇▇▇▇▇ Gold Corporation] are parties to that certain Implementation Agreement dated _____________ __, 2019 (the “Agreement”). Pursuant to the Agreement, Grantor agreed, among other things, to convey to Grantee all of its right, title and interest in and to the Properties.

3. Grantor executes this Deed with respect to the Properties in order to fulfill, in part, its obligations under the Agreement.

Conveyance

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor grants, bargains and sells to Grantee, all of Grantor’s right, title and interest in and to the Properties and all and singular the tenements, hereditaments, appurtenances, fixtures, buildings and improvements thereon or thereunto belonging to or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues, and profits thereof and including, with respect to all patented and unpatented mining claims include in the Properties, ll of the lodes, ledges, veins and mineral-bearing rock, both known and unknown, intralimital and extralateral, lying within or extending beyond the boundaries of such mining claims, and all dips, spurs and angles, and all the ores, mineral bearing-quartz, rock and earth or other mineral deposits therein or thereon, and all and singular tenements, hereditaments, appurtenances, fixtures, buildings, and improvements thereon or thereunto belonging to or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues, and profits thereof.

To have and to hold unto Grantee, its successors and assigns forever.

This Deed incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the Properties, provided further that nothing herein represents that a “discovery” under the General Mining Law exists on any unpatented mining claim. This Deed incorporates the Permitted Encumbrances set out in the Agreement.

This Deed and the covenants contained herein shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns. This Deed is intended to and does convey any after acquired title or interest in and to the Properties that Grantor may hereafter acquire.

This Deed is executed and delivered effective on the date first written above.

2

This instrument was acknowledged before me on ________ __, 2019, by _____________, as ________________ of ____________________.

__________________________________

Notary Public

My Commission Expires:

(Seal)

Attachment 1

To

Deed (Mining Properties)

MINING PROPERTIES DESCRIPTION

Part I (Fee Property)

Part II (Patented Mining Claims)

Part III (Unpatented Mining Claims)

Part IV (Mining Leases)

3

SCHEDULE 1.1(DD)(iii)

FORM OF WATER RIGHTS DEED

(see attached)

SCHEDULE 1.1 (DD)(iii)

TO

IMPLEMENTATION AGREEMENT

WATER RIGHTS DEED

APN #s: N/A

Recorded at the request of, and

when recorded, return to:

Mail Tax Statement to:

N/A____________________

Space above for County Recorder’s Use

Affirmation Statement: The undersigned affirms that this document does not contain any social security numbers or other personal information of any person (Per NRS 239B.030).

DEED

(Water Rights)

This Deed (this “Deed”), entered into to be effective as of _________ ___, 2009, is from [Barrick Entity or Newmont Entity], a _________ corporation whose address is __________________________ (“Grantor”), to [Nevada JV Company], a Delaware limited liability company, whose address is _____________________________ (“Grantee”).

Recitals

1. Grantor owns the water rights described in Exhibit A to this Deed (the “Water Rights”). The Water Rights are located in ______________ County, Nevada.

2. Grantor’s parent, [▇▇▇▇▇▇▇ Gold Corporation or Newmont Mining Corporation], and [Newmont Mining Corporation or ▇▇▇▇▇▇▇ Gold Corporation] are parties to that certain Implementation Agreement dated ________ __, 2019 (the “Agreement”). Pursuant to the Agreement, Grantor agreed, among other things, to convey to Grantee all of its right, title and interest in and to the Water Rights.

3. Grantor executes this Deed with respect to the Water Rights in order to fulfill, in part, its obligations under the Agreement.

Conveyance

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor grants, bargains and sells to Grantee, all of Grantor’s right, title and interest in and to the Water Rights and all and singular the tenements, hereditaments, appurtenances, fixtures, buildings, ▇▇▇▇▇, pipelines, ditches and improvements thereunto belonging or in anywise appertaining.

To have and to hold unto Grantee, its successors and assigns forever.

This Deed incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the Water Rights. Grantor makes no representation regarding the quantity of water associated with any Water Right. This Deed incorporates the Permitted Encumbrances set out in the Agreement.

This Deed and the covenants contained herein shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns. This Deed is intended to and does convey any after acquired title or interest in and to the Water Rights that Grantor may hereafter acquire.

This Deed is executed and delivered effective on the date first written above.

This instrument was acknowledged before me on ________ __, 2019, by _____________, as ________________ of ________________.

(Seal)

2

Attachment 1

To

Deed (Water Rights)

WATER RIGHTS DESCRIPTION

3

SCHEDULE 1.1(DD)(iv)

FORM OF FEE PROPERTY DEED

(see attached)

SCHEDULE 1.1(DD)(iv)

TO

IMPLEMENTATION AGREEMENT

FEE PROPERTIES DEED

Space above for County Recorder’s Use

Affirmation Statement: The undersigned affirms that this document does not contain any social security numbers or other personal information of any person (Per NRS 239B.030).

DEED

(Fee Properties)

This Deed (this “Deed”), entered into to be effective as of _________ ___, 2009, is from [Barrick Entity or Newmont Entity], a _________ corporation whose address is __________________________ (“Grantor”), to [Nevada JV Company], a Delaware limited liability company, whose address is _____________________________ (“Grantee”).

Recitals

1. Grantor owns the real property described in Exhibit A to this Deed (the “Properties”). The Properties are located in ______________ County, Nevada.

2. Grantor’s parent, [▇▇▇▇▇▇▇ Gold Corporation or Newmont Mining Corporation], and [Newmont Mining Corporation or ▇▇▇▇▇▇▇ Gold Corporation] are parties to that certain Implementation Agreement dated __________ __, 2019 (the “Agreement”). Pursuant to the Agreement, Grantor agreed, among other things, to convey to Grantee all of its right, title and interest in and to the Properties.

3. Grantor executes this Deed with respect to the Properties in order to fulfill, in

part, its obligations under the Agreement.

Conveyance

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor grants, bargains and sells to Grantee, all of Grantor’s right, title and interest in and to the Properties and all and singular the tenements, hereditaments, appurtenances, fixtures, buildings and improvements thereon or thereunto belonging to or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues, and profits thereof.

To have and to hold unto Grantee, its successors and assigns forever.

This Deed incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the Properties. This Deed incorporates the Permitted Encumbrances set out in the Agreement.

This Deed and the covenants contained herein shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns. This Deed is intended to and does convey any after acquired title or interest in and to the Properties that Grantor may hereafter acquire.

This Deed is executed and delivered effective on the date first written above.

This instrument was acknowledged before me on ________ __, 2019, by _____________, as ________________ of ____________________.

2

(Seal)

Attachment 1

To

Deed (Fee Properties)

FEE PROPERTIES DESCRIPTION

3

SCHEDULE 1.1(VV)

JV AGREEMENT

(see attached)

▇▇▇▇▇▇▇ GOLD CORPORATION

- and -

[BARRICK MEMBER]

- and -

NEWMONT MINING CORPORATION

- and -

NEWMONT USA LIMITED

- and -

[NEVADA JV]

OPERATING AGREEMENT OF NEVADA JV

∎, 2019

TABLE OF CONTENTS

ARTICLE 1

DEFINITIONS

ARTICLE 2

ORGANIZATIONAL MATTERS

ARTICLE 3

GOVERNANCE MATTERS

-i-

ARTICLE 4

MANAGEMENT OF OPERATIONS

ARTICLE 5

BUDGETS; FUNDING

ARTICLE 6

EXCLUDED ASSETS; MATERIAL CAPITAL PROJECTS

ARTICLE 7

EXCLUDED CLOSURE PROPERTIES

ARTICLE 8

DISTRIBUTIONS

ARTICLE 9

DEFAULTS AND REMEDIES

-ii-

ARTICLE 10

RETAINED ROYALTY

ARTICLE 11

PARENT GUARANTEES

ARTICLE 12

AREA OF INTEREST

ARTICLE 13

APPLICABLE LAW; DISPUTES

ARTICLE 14

CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS

ARTICLE 15

TRANSFERS; PREFERENTIAL PURCHASE RIGHTS; EXEMPT TRANSFERS

-iii-

ARTICLE 16

TERMINATION

ARTICLE 17

GENERAL PROVISIONS

-iv-

OPERATING AGREEMENT OF NEVADA JV

THIS OPERATING AGREEMENT made the ∎ day of ∎, ▇▇▇▇,

▇ ▇ ▇ ▇ ▇ ▇ ▇:

▇▇▇▇▇▇▇ GOLD CORPORATION,

a corporation existing under the laws of the

Province of British Columbia,

(hereinafter referred to as “Barrick”),

- and -

[BARRICK MEMBER],

a limited liability company existing under the laws of

the State of Delaware,

(hereinafter referred to as “Barrick Member”),

- and -

NEWMONT MINING CORPORATION,

a corporation existing under the laws of the State of

Delaware,

(hereinafter referred to as “Newmont”),

- and -

NEWMONT USA LIMITED,

a corporation existing under the laws of the State of

Delaware,

(hereinafter referred to as “Newmont Member”),

- and -

[NEVADA JV],

a limited liability company existing under the laws of

the State of Delaware,

(hereinafter referred to as “Nevada JV”).

WHEREAS on ∎, 2019, Barrick and Newmont entered into the Implementation Agreement (as defined below);

AND WHEREAS, Barrick indirectly holds 100% of the units in the capital of Barrick Member;

AND WHEREAS, Newmont indirectly holds 100% of the units in the capital of Newmont Member;

AND WHEREAS pursuant to the Implementation Agreement, the following transactions occurred:

AND WHEREAS Barrick Member and Newmont Member desire to establish certain rights and obligations between themselves as Members (as defined below) in accordance with the terms hereof;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings given below.

“Accounting Procedures” means the Accounting Procedures attached hereto as Schedule A.

“Act” means the Delaware Limited Liability Company Act.

“Additional Program and Budget” has the meaning set forth in Section 5.1(c)(ii).

“Affiliate” means (and as applicable as part of its derivative “Affiliated” means), with respect to any Person, the following: (i) any other Person that directly or indirectly, through one or more intermediaries, Controls such Person and (ii) any other Person that is Controlled by or under common Control with such Person[; provided, however, that for

- 2 -

purposes of this Agreement, Nevada JV and its subsidiaries shall be deemed not to be Affiliates of any Barrick Party or any Newmont Party].

“Agreement” has the meaning set forth in the preamble.

“Approved by Nevada JV”, “Nevada JV Approved”, “Approved by the Board”, “Approval” means a proposal or action in respect of Nevada JV that has been approved by the Board in accordance with Section 3.3(a), Section 3.3(b) or Section 3.3(c), as applicable.

“Approved Engineering Firm” means a qualified internationally recognized engineering firm approved by the Members in writing from time to time or as otherwise determined pursuant to Section 3.3(e).

“Approved Program and Budget” means any Program and Budget (including any Operating Program and Budget, Supplemental Program and Budget or Closure Program and Budget), together with any supplements thereto and any amendments or modifications thereof, in each case that are Approved by the Board in accordance with this Agreement.

“Area of Interest” means all lands that lie within the area depicted as the “Area of Interest” on the map attached hereto as Schedule B, together with any additional lands agreed by the Members in writing from time to time.

“Auditor” means PricewaterhouseCoopers LLP, or any other firm of public accountants selected by the Operating Member and Approved by the Board pursuant to Section 3.3(c)(x).

“Barrick” has the meaning set forth in the preamble, and includes any successor to Barrick by corporate reorganization, merger or amalgamation by which such successor, as the surviving entity or amalgamated company, shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations, of Barrick.

“Barrick Assumed Liabilities” has the meaning set forth in the Implementation Agreement.

“Barrick Contributed Assets” has the meaning set forth in the Implementation Agreement.

“Barrick Finance Representatives” has the meaning set forth in Section 3.8(a).

“Barrick Guaranteed Obligations” has the meaning set forth in Section 11.1(a).

“Barrick Member” has the meaning set forth in the preamble.

“Barrick Nevada JV Interests” has the meaning set forth in Section 15.1.

“Barrick Notional Capital Account” means a notional capital account for Barrick Member calculated as the sum of: (A) $[REDACTED], (B) all Member Contributions in respect of growth capital expenditures made by the Barrick Member, (C) the Contribution

- 3 -

Value of any Excluded Asset contributed by Barrick Member (on a 100% basis) less any amounts paid by Newmont Member to Barrick Member in respect of such Excluded Asset, (D) the amount paid by Barrick Member to Newmont Member in connection with a contribution by Newmont Member of an Excluded Asset, and (E) any Member Contributions made to cover a Funding Default by Newmont Member; LESS all Nevada JV Distributions to Barrick Member, or any portion thereof, that were funded from proceeds of the disposition of any Nevada JV Assets.

“Barrick Party” means Barrick or Barrick Member.

“Barrick Proprietary Property” means all intellectual property owned or held by Barrick or any of its Affiliates, including (i) patents and patent applications, (ii) copyrights and applications in copyright, domestic or foreign, and all underlying works of authorship, (iii) computer programs, computer databases, computer program flow diagrams, source codes and object codes, (iv) trade secrets, software, license rights, methods, process, know-how, formulae and algorithms and (v) all licenses related to intangible property incorporating any of the foregoing. For certainty, it is acknowledged that Barrick Proprietary Property is not included in the Barrick Contributed Assets.

“Barrick Re-Transfer Notice” has the meaning set forth in Section 15.4(a).

“Barrick Technical Representatives” has the meaning set forth in Section 3.7(a).

“Barrick Transferee Affiliate” has the meaning set forth in Section 15.3.

“Board” means the board of managers of Nevada JV.

“Budget” means a detailed estimate of all expenditures to be made by Nevada JV during a Budget Period, including those made in performing a corresponding Program.

“Budget Period” means the time period covered by a Budget.

“Business Day” means a day other than Saturday, Sunday or statutory holiday on which commercial banks located in the city of Toronto, Ontario and Denver, Colorado are open for business during normal banking hours.

“Calendar Year” means the period of 12 consecutive months starting on the first day of January at 12:00 a.m., Toronto, Ontario time, and ending on the immediately following 31st day of December at 11:59 p.m. midnight, Toronto, Ontario time. If any activity or event that is to be performed or that is to occur during or in respect of any Calendar Year established herein begins after January 1st of such Calendar Year, the period covered shall be the period from the time of commencement of the action or event through December 31st of the year in which the time of commencement occurs.

“Capital Contribution” means, subject to any limitations imposed by Legal Requirements, any contribution to the capital of Nevada JV (other than as Member Loans) by a Member in respect of its Units in cash, property, the use of property, services or otherwise, whenever made.

“Capital Project Budget” means a Budget in respect of the Development of a Material Capital Project that is based on a feasibility study showing on a monthly basis until the

- 4 -

targeted completion of the Material Capital Project, the forecast work program and a detailed estimate of all costs to be incurred and a schedule of any proposed cash contributions to be made by the Members and/or debt financing to be obtained by Nevada JV in connection with the Material Capital Project.

“Cash Available for Distribution” has the meaning set forth in Section 8.1(a).

“Cash Available to Nevada JV” means cash generated from the sale of Products, cash available from the sale of electric power, cash available from lenders and cash available from other sources (excluding reserve accounts) which, as determined by the Operating Member, acting reasonably, can be prudently used for the payment of expenses for which Cash Available to Nevada JV is to be utilized as provided in this Agreement without adversely affecting to a material extent other ongoing Operations, the Nevada JV Assets or the satisfaction of applicable Legal Requirements by Nevada JV.

“Cash Requirements” has the meaning set forth in Section 4.5(b)(i).

“Certificate of Formation” means the certificate of formation of Nevada JV as filed with the Secretary of State of the State of Delaware, as may be amended from time to time.

“Chargeable Costs” means costs incurred for or in connection with Operations in accordance with Approved Programs and Budgets, the Accounting Procedures and this Agreement.

“Closure Operations” means Operations related to the shutdown and closure of any of the Nevada ▇▇ ▇▇▇▇▇ pursuant to the applicable Closure Plan.

“Closure Plan” means a plan submitted to and approved by the relevant Governmental Authority according to applicable Legal Requirements related to the Closure Operations and otherwise in accordance with commercially reasonable principles of good mining practice.

“Closure Program and Budget” has the meaning set forth in Section 5.1(c)(iii).

“Co-Funded Capital Project” has the meaning set forth in Section 6.2(b).

“Confidential Information” means the terms of this Agreement, all Technical Data, all Barrick Proprietary Property, all Newmont Proprietary Property and any other information concerning any matters affecting or relating to the business, operations, assets, results or prospects of Nevada JV, including information regarding plans, budgets, processes, results of Exploration, Development, Mining and other data, except to the extent that such information has already been publicly released as allowed herein by the Party providing such information or that such Party can demonstrate was previously publicly released by a Person who did not do so in violation or contravention of any duty or agreement.

“Continuing Obligations” means obligations or responsibilities of Nevada JV arising from Operations that are reasonably expected to continue or arise after such Operations have ceased or are suspended, including obligations related to reclamation, closure, monitoring, stabilization or Environmental Compliance.

- 5 -

“Control” means (and as applicable as part of its derivatives “Controls” and “Controlled” means) possession, directly or indirectly, of the power to vote more than 50% of the voting power of such Person or to direct or cause the direction of the management or policies of a Person, whether through ownership of the voting power of such Person, by contract or otherwise.

“Default Loan” has the meaning set forth in Section 9.5(b).

“Default Rule” means a provision of the Act that would apply to Nevada JV unless otherwise provided in, or modified by, this Agreement.

“Defaulted Amount” has the meaning set forth in Section 9.5(a).

“Defaulting Member” has the meaning set forth in Section 9.1.

“Development” means Operations or work performed for the purpose of or in connection with preparation for Mining, including acquisitions of rights and interests needed for Mining, definitional and condemnation drilling, metallurgical and engineering studies and the construction or installation of facilities used for the mining, handling, milling, processing or other beneficiation of Products and the transportation thereof. Activities undertaken to comply with Legal Requirements arising out of or related to any of the foregoing activities included in this definition (including the active pursuit of obtaining any Governmental Authorizations or other required authorizations and Environmental Compliance) shall also be considered to be acts of Development.

“Disposition Notice” has the meaning set forth in Section 4.11(a).

“Disposition Transaction” has the meaning set forth in Section 4.11(a).

“Dispute Committee” has the meaning set forth in Section 3.3(d)(ii).

“Dollars”, “dollars” or “$” means currency of the United States of America unless otherwise specifically indicated.

“Encumbrance” or “Encumbrances” means mortgages, charges, deeds of trust, security interests, pledges, liens, royalties, overriding royalty interests, preferential purchase rights or other encumbrances or burdens of any nature whether imposed by contract or operation of law.

“Entity” means any corporation (including any non-profit corporation), company, limited liability company, limited duration company, general partnership, limited partnership, limited liability partnership, joint venture, joint stock association, estate, trust, cooperative foundation, union, syndicate, league, consortium, coalition, committee, society, firm or other enterprise, association, organization or entity of any nature recognized under the laws of any jurisdiction.

“Environmental Compliance” means, at all times during the term of this Agreement, actions performed during or after Operations to comply in all material respects with the requirements of all applicable environmental Legal Requirements.

- 6 -

“Excluded Asset” means any asset of the Members or their respective Affiliates located in the State of Nevada that, as of the date of this Agreement, is not included in the Barrick Contributed Assets or Newmont Contributed Assets, as applicable, and accordingly was not contributed to Nevada JV as a Nevada JV Asset, including (i) the Fourmile Project, (ii) the ▇▇▇▇ Project and (iii) the Fiberline Project.

“Exploration” means all Operations or work (including reconnaissance) performed for the purpose of ascertaining the existence, location, quantity, quality or extent of a commercial deposit of minerals within the Area of Interest, including preparation of feasibility studies or analyses. The active pursuit of obtaining any Governmental Authorization related to any of the foregoing activities included in this definition and the performance of related Environmental Compliance shall also be considered to be acts of Exploration.

“Fiberline Project” means Newmont’s exploration and development project in the State of Nevada that is depicted on the map attached as Schedule C and known as the “Fiberline Project”; subject to such modifications as the Parties agree to in writing, in good faith, following discussions to occur as quickly as possible following the signing of the Implementation Agreement.

“Finance Committee” has the meaning set forth in Section 3.8(a).

“Finance Representative” has the meaning set forth in Section 3.8(a).

“Force Majeure” means, at any time, any cause, whether foreseen, foreseeable, or unforeseeable, beyond a Party’s reasonable control (provided that the affected Party makes a good faith effort to resolve or avoid such cause), including (i) acts of God, (ii) laws, regulations, orders, proclamations, instructions or request of any government or governmental entity, (iii) judgments or orders of any court, (iv) inability to obtain on reasonably acceptable terms any public or private license, License or other Governmental Authorization, (v) curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of environmental standards imposed under applicable Legal Requirements, (vi) acts of war or conditions arising out of or attributable to war, whether declared or undeclared, (vii) riot, civil strife, insurrection or rebellion, (viii) fire, explosion, earthquake, storm, flood, sinkholes, drought or other adverse weather condition, (ix) delay or failure by suppliers or transporters of materials, parts, supplies, services or equipment or by contractors’ or subcontractors’ shortage of, or inability to obtain on reasonably acceptable terms, labor, transportation, materials, machinery, equipment, supplies, utilities or services, (x) accident, (xi) breakdown of equipment, machinery or facilities or (xii) any other cause whether similar or dissimilar to the foregoing.

“Fourmile Project” means ▇▇▇▇▇▇▇’▇ exploration and development project in the State of Nevada that is depicted on the map attached as Schedule C and known as the “Fourmile Project”; for greater certainty, notwithstanding the proximity to ▇▇▇▇▇▇▇’▇ “Goldrush” project, the Fourmile Project is and shall be deemed to be an Excluded Asset.

“Funding Default” has the meaning set forth in Section 9.5(a).

- 7 -

“Funding Plan” means a description of the sources of funding to be utilized in the implementation of a Program and Budget, the particulars of the methods of funding from such sources and estimates of when the funds will be needed.

“General Manager” means the individual employed by the Operating Member or Nevada JV who has overall supervisory authority and responsibility for managing Operations.

“Generally Accepted Accounting Principles” means both (a) International Financial Reporting Standards as issued by the International Accounting Standards Board and (b) generally accepted accounting principles in the United States of America in effect from time to time.

“Governmental Authority” means any governmental authority, local authority or political subdivision of any of the foregoing, any multi-national organization or body, any agency, department, commission, board, bureau, court or other authority thereof or any quasi-governmental or private body having jurisdiction or entitled to exercise any executive, legislative, judicial, administrative, police, regulatory or taxing authority or power of any nature.

“Governmental Authorization” means any License, franchise, approval, certificate, consent, ratification, permission, confirmation, endorsement, waiver, certification, registration, transfer, qualification or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement.

“Implementation Agreement” means the implementation agreement dated March 10, 2019 between Barrick and Newmont.

“In-Kind Distributions” has the meaning set forth in Section 5.2(a).

“Involved Parties” has the meaning set forth in Section 13.2(a).

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, treaty, proclamation, convention, rule or regulation (or interpretation of any of the foregoing) of any Governmental Authority, any agreement with a Governmental Authority and the terms of any Governmental Authorization.

“LIBOR Rate” means the 30-day interest rate appearing on Reuters Screen LIBOR01 page (or such other page as may replace the LIBOR01 page on that service, or any successor or replacement service, for the purpose of displaying London interbank offered rates of major banks for deposits in Dollars as the “British Bankers Association Interest Settlement Rate” in Dollars (hereinafter referred to as “BBA LIBOR”)) as of 11:00 a.m. (London time) on the first business day of each month in London, England; provided that if such page or successor page replacing it does not have the required details, is not accessible or ceases to display on any date of determination, the LIBOR Rate shall be the rate determined by Royal Bank of Canada with reference to the relevant pages of any other service (such as Bloomberg Financial Markets Service) as may be reasonably selected by Royal Bank of Canada as suitable for determining BBA LIBOR at or about 11:00 a.m. London time on such date, or such replacement rate as is

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generally or widely accepted or recognized as a substitute or replacement rate for LIBOR.

“Licenses” means all licenses, permits and documents necessary for Nevada JV to carry out the full scope of its business activity with respect to the Nevada JV Business or other properties that are acquired by Nevada JV, including all licenses and permits from competent authorities authorizing Nevada JV to prospect for, appraise discovered deposits of and mine ores and to produce Products therefrom.

“Maintenance Costs” means fees, rentals, taxes and other payments and costs incurred in satisfying work expenditure requirements, preparing reports and satisfying other requirements imposed under the Licenses or other contract or agreement included in the Nevada JV Assets that must be paid or incurred in order for the Licenses or such other contracts or agreements to remain in good standing.

“Majority Member” has the meaning set forth in Section 3.1(a).

“Manager” means a member of the Board.

“Material Capital Project” means any project or proposal for possible expansions, additions to or modifications of the Nevada ▇▇ ▇▇▇▇▇ and/or related facilities or of separate new mines and/or related facilities within the Area of Interest and/or the construction or operation thereof, where the estimated aggregate project costs as set out in the feasibility study in respect of such project, as applicable, exceeds $300,000,000.

“Member Contributions” are funds provided to Nevada JV by the Members as Capital Contributions or Member Loans.

“Member Loan Payments” means all payments of principal or interest on Member Loans.

“Member Loans” means loans made by the Members to Nevada JV, evidenced by promissory notes or other evidence of indebtedness, which in all cases shall only be made on a proportionate basis based on each Member’s Proportionate Interest.

“Members” means Barrick Member and Newmont Member as owners of the Units, and “Member” means either one of them.

“Member Transaction Offer” has the meaning set forth in Section 4.11(b).

“▇▇▇▇ Project” means Newmont’s exploration and development project in the State of Nevada that is depicted on the map attached as Schedule C and known as the “▇▇▇▇ Project”; subject to such modifications as the Parties agree to in writing, in good faith, following discussions to occur as quickly as possible following the signing of the Implementation Agreement.

“Mining” means all Operations or work performed for the purpose of mining (through conventional or in situ methods), extracting, producing, beneficiating, milling or other processing of ores and other Products and the performance of Environmental Compliance in respect thereof. Activities undertaken to comply with Legal Requirements arising out of or related to any of the foregoing activities included in this definition

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(including the active pursuit of obtaining any Governmental Authorizations or other required authorizations) shall also be considered to be acts of Mining, and “to Mine” and “Mined” has correlative meanings.

“Minority Member” has the meaning set forth in Section 3.1(a).

“Monthly Funding Statement” has the meaning set forth in Section 4.5(b)(i).

“Nevada JV” has the meaning set forth in the preamble.

“Nevada JV Accounts” means bank accounts of Nevada JV maintained at one or more financial institutions by the Operating Member.

“Nevada JV Assets” means the assets of Nevada JV, including (i) all property rights granted to or otherwise held by Nevada JV, including any easements, surface rights, water rights and other rights and interests covering all or any portion of such properties, (ii) all Products produced by Nevada JV from the foregoing, (iii) all Technical Data that is the property of Nevada JV and (iv) all other rights, interests, Licenses, information, files, equipment, facilities, supplies, materials and other property, tangible and intangible, held directly or indirectly by or for Nevada JV. For certainty, the Nevada JV Assets (1) include as of the date hereof the Barrick Contributed Assets and the Newmont Contributed Assets and (2) will include, to the extent contributed to Nevada JV in accordance with Section 6.1, any Excluded Assets.

“Nevada JV Business” means the development, establishment, construction and operation of the Nevada JV Assets as an integrated joint venture complex, exploration and other activities related thereto to expand and replace existing production and other activities reasonably related thereto.

“Nevada JV Capital Costs” means expenditures by Nevada JV that are classified as capital costs under accounting procedures being applied by Nevada JV or by the Operating Member on behalf of Nevada JV in the ordinary course of business.

“Nevada JV Distributions” means In-Kind Distributions, dividends, repurchase and redemptions moneys and any other distributions paid or payable to the Members by Nevada JV.

“Nevada JV Interests” has the meaning set forth in Section 15.1.

“Nevada ▇▇ ▇▇▇▇▇” means the mines, processing facilities, infrastructure and associated facilities that form part of the Nevada JV assets.

“Newmont” has the meaning set forth in the preamble, and includes any successor to Newmont by corporate reorganization, merger or amalgamation by which such successor, as the surviving entity or amalgamated company, shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations, of Newmont.

“Newmont Assumed Liabilities” has the meaning set forth in the Implementation Agreement;

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“Newmont Contributed Assets” has the meaning set forth in the Implementation Agreement.

“Newmont Finance Representatives” has the meaning set forth in Section 3.8(a).

“Newmont Guaranteed Obligations” has the meaning set forth in Section 11.2(a).

“Newmont Nevada JV Interests” has the meaning set forth in Section 15.1.

“Newmont Notional Capital Account” means a notional capital account for Newmont Member calculated as the sum of: (A) $[REDACTED], (B) all Member Contributions in respect of growth capital expenditures made by the Newmont Member, (C) the Contribution Value of any Excluded Asset contributed by Newmont Member (on a 100% basis) less any amounts paid by Barrick Member to Newmont Member in respect of such Excluded Asset, (D) the amount paid by Newmont Member to Barrick Member in connection with a contribution by Barrick Member of an Excluded Asset, and (E) any Member Contributions made to cover a Funding Default by Barrick Member; LESS all Nevada JV Distributions to Newmont Member, or any portion thereof, that were funded from proceeds of the disposition of any Nevada JV Assets.

“Newmont Party” means Newmont or Newmont Member.

“Newmont Proprietary Property” means all intellectual property owned or held by Newmont or any of its Affiliates, including (i) patents and patent applications, (ii) copyrights and applications in copyright, domestic or foreign, and all underlying works of authorship, (iii) computer programs, computer databases, computer program flow diagrams, source codes and object codes, (iv) trade secrets, software, license rights, methods, process, know-how, formulae and algorithms and (v) all licenses related to intangible property incorporating any of the foregoing. For certainty, it is acknowledged that Newmont Proprietary Property is not included in the Newmont Contributed Assets.

“Newmont Re-Transfer Notice” has the meaning set forth in Section 15.4(b).

“Newmont Technical Representatives” has the meaning set forth in Section 3.7(a).

“Newmont Transferee Affiliate” has the meaning set forth in Section 15.3.

“Non-Defaulting Member” has the meaning set forth in Section 9.1.

“Non-Funding Member” has the meaning set forth in Section 6.2(b);

“Notice of Default” has the meaning set forth in Section 9.2.

“Offering Period” has the meaning set forth in Section 4.11(c).

“Operating Member” means Barrick Member managing Operations for Nevada JV pursuant to Section 4.1 or a replacement appointed pursuant to Section 4.10.

“Operating Program and Budget” has the meaning set forth in Section 5.1(c)(i).

“Operations” means all undertakings, activities and operations engaged in by Nevada JV (including those undertaken by the Operating Member or its agents or

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representatives, including the General Manager, on behalf of or as agent of Nevada JV) or in accordance with an Approved Program and Budget.

“Other Parent” means, with respect to Barrick, Newmont and, with respect to Newmont, Barrick.

“Parent” means Barrick and/or Newmont, as the context may require, and “Parents” means both Barrick and Newmont.

“Party” means each of the Members, Nevada JV and the Parents, individually, and “Parties” means the Members, Nevada JV and the Parents, collectively.

“Permitted Encumbrance” means, collectively:

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“Person” means any individual (including a personal representative), trust, Entity or Governmental Authority.

“Policies” has the meaning set forth in Section 4.2(p).

“Product” means all waste tons, ores, minerals and mineral resources, precious or base, metallic and non-metallic (and concentrates derived therefrom) Mined from the mining concessions that form part of the Nevada JV Assets under this Agreement, including Doré and Concentrate.

“Program” means a description in reasonable detail of Operations to be conducted and objectives to be accomplished by the Operating Member and by Nevada JV during a Budget Period established pursuant to this Agreement.

“Program and Budget” means a Program and a corresponding Budget, which Budget may include Chargeable Costs in addition to those to be incurred in carrying out such Program.

“Project Financing” means the incurrence by Nevada JV of third party indebtedness, obligations and liabilities for the primary purpose of the Development of a new Nevada JV Mine or the material expansion of an existing Nevada JV Mine in the Area of Interest.

“Proportionate Interest” means, at any time:

“Related Party”, in respect of a Member, means an Affiliate of the Member or any other Person who does not deal at arm’s length with the Member or an Affiliate of the Member, excluding Nevada JV and any Entity Controlled by Nevada JV.

“Related Party Contract” means a contract, agreement or commitment between Nevada JV or any of its Affiliates (or the Operating Member acting on behalf of Nevada JV or any of its Affiliates), on the one hand, and a Member and/or one or more Related Parties of a Member, on the other hand.

“ROFO Exercise Period” has the meaning set forth in Section 4.11(b).

“Sole Funding Member” has the meaning set forth in Section 6.2(c).

“Sole Funding Notice” has the meaning set forth in Section 6.2(c).

“Special Funding Statement” has the meaning set forth in Section 4.5(b)(i).

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“Successful Study” means, with respect to a Material Capital Project or Excluded Asset, as applicable, a feasibility study carried out by an Approved Engineering Firm in accordance with Section 6.1 or Section 6.2, as applicable, in which the base case demonstrates an estimated internal rate of return for the Material Capital Project or Excluded Asset, as applicable, of 15% or greater (calculated with reference to the two year trailing average gold price immediately preceding the date of the feasibility study, the spot gold price, the reserve gold price and such other reasonable inputs and assumptions as determined by the authors of such study in consultation with the Members, acting reasonably).

“Supplemental Program and Budget” has the meaning set forth in Section 5.4(a).

“Technical Committee” has the meaning set forth in Section 3.7(a).

“Technical Data” means engineering studies and working papers, consultants reports and working papers, pre-feasibility reports, feasibility reports, mine plans, surface and underground maps, assays, samples, cores, analyses, geologic and geophysical maps, engineering maps, photographs, drill logs, exploration reports, environmental studies, correspondence with governmental officials and entities, reserve studies and reports, metallurgical studies and reports and all other information and data in printed or electronic form concerning the condition, geology, mineral potential, physical characteristics, minability or other technical matters related to the Nevada JV Assets and other facilities constructed by or for Nevada JV and the conduct of Operations.

“Technical Representative” has the meaning set forth in Section 3.7(a).

“Transfer” (a) when used as a verb, means, directly or indirectly, to sell, grant, assign, create an Encumbrance on, pledge, charge or otherwise convey, or dispose of or commit to do any of the foregoing (and “Transferred” shall have the correlative meaning) and (b) when used as a noun, means a direct or indirect sale, grant, assignment, Encumbrance, pledge, charge, conveyance or other disposition (and “Transferor” and “Transferee” shall have the correlative meaning).

“Units” means the units into which the interests in Nevada JV are divided.

“Vote” has the meaning set forth in Section 3.2(e).

This Agreement is the result of negotiations among the Parties, and the terms and provisions hereof (except where otherwise defined or the context otherwise requires) shall be construed in accordance with their usual and customary meanings. The captions or headings of sections or subsections of this Agreement are for purposes of reference only and shall not limit or define the meaning of any provision of this Agreement. Insofar as is permissible under applicable Legal Requirements, the Parties hereby waive the application of any rule of law that ambiguous or conflicting terms or provisions should be construed against the Party who (or whose attorney) prepared the executed agreement or any earlier draft of the same. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section or Schedule shall be to a Section or Schedule, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or

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matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms “lease” and “license” shall include “sub-lease” and “sub-license”, as applicable. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. References in this Agreement to any agreement or contract, unless otherwise specified, shall mean and be a reference to such agreement or contract as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms. References in this Agreement to any Person shall mean and be a reference to such Person and its permitted successors and assigns. Where the term “subject to applicable Legal Requirements” is used, any applicable Legal Requirement shall govern or limit the referenced matter or action except to the extent that such Legal Requirement can be waived or overridden by agreement, in which case such Legal Requirement shall be deemed to have been waived and overridden by this Agreement to the extent that terms hereof conflict with such Legal Requirement within the limits of such permitted waiver or override. If and to the extent there is a conflict which cannot be avoided, the Parties will work together in good faith using all available legal means (within reason) to carry into effect the intent of the Parties as evidenced by this Agreement. In this Agreement, the terms “pre-feasibility study” and “feasibility study” have the meanings ascribed to those terms by the Canadian Institute of Mining and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as amended.

The following Schedules are attached to and form part of this Agreement:

ARTICLE 2

ORGANIZATIONAL MATTERS

Nevada JV was formed on ∎, 2019 pursuant to the Act by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware.

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The name of Nevada JV is “∎”. All business of Nevada JV will be conducted in such name or such other name as is Approved by the Board.

The purpose of Nevada JV shall be to engage in any lawful business, purpose or activity that may be engaged in by a limited liability company organized under the Act.

The principal place of business of Nevada JV shall be located at such location as may hereafter be determined by the Board. The location of Nevada JV’s principal place of business may be changed by the Board from time to time in accordance with the then applicable provisions of the Act and any other applicable Legal Requirements.

The address of the registered office of Nevada JV as of the date of this Agreement is ∎. The registered agent of Nevada JV on the date of this Agreement is ∎. The Board may designate another registered agent or registered office from time to time in accordance with the then applicable provisions of the Act and any other applicable Legal Requirements.

Nevada JV shall have the power and authority to take any and all actions that are necessary, appropriate, advisable, convenient or incidental to, or for the furtherance of, the purposes set forth in Section 2.3.

The term of Nevada JV commenced on the date of the initial filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue in perpetuity, unless sooner terminated in accordance with the Article 16 or the Act.

All real and personal property owned by Nevada JV shall be owned by Nevada JV as an entity and no Member shall have any ownership interest in such property in its individual name, and each Member’s interest in Nevada JV shall be personal property for all purposes. Except as otherwise provided in this Agreement, Nevada JV shall hold all of its real and personal property in the name of Nevada JV and not in the name of any Member.

The debts, obligations and liabilities of Nevada JV, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of Nevada JV, and no Member, Manager or officer shall be obligated personally for any such debt, obligation or liability of Nevada JV solely by reason of being a Member or acting as a Manager or officer.

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Notwithstanding anything to the contrary in this Agreement or the Act, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to either Member or to any Manager. Except as expressly provided in this Agreement, each Member shall have the right independently to engage in and receive full benefits from business activities, whether or not competitive with Operations conducted hereunder, without consulting the other Member. Except as provided in Section 6.1 and Section 12.1, neither Barrick Party nor any Manager appointed by Barrick Member shall have any duty to Nevada JV or any Newmont Party by reason of this Agreement to present any particular corporate, business or investment opportunity to Nevada JV or any Newmont Party, even if such opportunity is of a character that, if presented to Nevada JV, could be taken by Nevada JV or any of its subsidiaries, and any purported failure will not be deemed to be a breach of this Agreement, the Act or any other applicable law, and each Barrick Party shall continue to have the right to take for its own accounts or as a partner, shareholder, fiduciary or otherwise, or to recommend to others, any such particular opportunity. Except as provided in 6.1 and Section 12.1, neither Newmont Party nor any Manager appointed by Newmont Member shall have any duty to Nevada JV or any Barrick Party by reason of this Agreement to present any particular corporate, business or investment opportunity to Nevada JV or any Newmont Party, even if such opportunity is of a character that, if presented to Nevada JV, could be taken by Nevada JV or any of its subsidiaries, and any purported failure will not be deemed to be a breach of this Agreement, the Act or any other applicable law, and each Newmont Party shall continue to have the right to take for its own accounts or as a partner, shareholder, fiduciary or otherwise, or to recommend to others, any such particular opportunity.

Nothing contained in this Agreement or in the Certificate of Formation shall be deemed to constitute any Member or Parent the partner of any other Member or Parent, respectively, to create any fiduciary relationship between them, nor, except as otherwise herein expressly provided, to constitute any Member or Parent the agent or legal representative of any other Member or Parent, respectively. It is not the intention of the Members to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership. No Member or Parent shall have any authority to act for or to assume any obligation or responsibility on behalf of the other Member or Parent in its individual capacity, except as otherwise expressly provided herein. Each Member shall indemnify, defend and hold harmless the other Member and its Affiliates, their directors, managers, officers, employees, agents and attorneys, and any Managers elected at the instance of the indemnified Member, from and against any and all losses, claims, damages and liabilities arising out of any act or assumption of liability by the indemnifying Member or its Parent or any of their respective directors, managers, officers, employees, agents or attorneys or any Managers elected at the instance of it, done or undertaken, or apparently done or undertaken, on behalf of the other Member or Parent or Nevada JV, except pursuant to authority expressly granted in the Certificate of Formation or in this Agreement or conferred in writing by the Board. Nothing in this Section 2.11 shall be deemed to lessen any power or authority, express or implied, of any director, manager, officer or committee of Nevada JV.

(a) To the extent permitted by applicable Legal Requirements and the Act and as among the Members, the provisions of this Agreement shall apply to any matter related to

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Nevada JV that is not covered by the Certificate of Formation. In the event of any inconsistency between the terms and conditions of the Certificate of Formation and the terms and conditions of this Agreement, the terms and conditions of this Agreement, to the extent permitted by the Act, shall apply by the means set out in the following sentence. The Members shall, subject to the Act, take such action as may be appropriate, including amending the Certificate of Formation, to remove such conflict, ambiguity or inconsistency and to permit Nevada JV and its affairs to be carried on in accordance with this Agreement.

(b) Regardless of whether this Agreement specifically refers to a particular Default Rule, to the extent permitted under the Act, (i) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement shall control and such Default Rule is hereby modified or negated accordingly and (ii) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, such Default Rule is hereby modified or negated accordingly.

The rights, duties, obligations and liabilities of the Members under the Certificate of Formation and this Agreement shall be several and not joint or collective. Each Member shall be responsible only for its obligations as set out in the Certificate of Formation and in this Agreement and shall be liable only for its share of costs and expenses as provided herein. Each Parent shall be liable only for its obligations as a Parent as set out in this Agreement.

(a) General. As of the date hereof, Barrick Member represents and warrants to Newmont Member and Newmont Member represents and warrants to Barrick Member that: