The Chairman Who Put the Crown Jewels Up for Sale

Benoit Gervais, a portfolio manager at Mackenzie Financial — the 10th-largest shareholder in Barrick Mining — has publicly called for the chairman to resign. He's not the only one writing angry emails. Portfolio managers at Van Eck Associates and Franklin Equity Group have also contacted Barrick to tell John Thornton's board that they don't like the plan.

The plan, floated in December and still unfinished in August, is to spin off Barrick's North American gold mines through an IPO of a new entity called, in the official materials, "NewCo." The new company would house Nevada Gold Mines, a prized joint venture in the American West; Pueblo Viejo, a mine in the Dominican Republic; and Fourmile, an early-stage discovery project in Nevada that interim CEO Mark Hill has described as "one of this century's most significant gold discoveries." All three together produce roughly 2 million ounces a year. Analysts put the value of the package at $40 to $50 billion.

That is weird. The basic point is that Barrick is asking shareholders to be happy with a company that contains its highest-risk assets — mines in Mali, Tanzania, and the Democratic Republic of Congo — plus a controlling stake in a separate publicly traded entity that holds the good stuff. The IPO lists only a small minority interest. Barrick retains the controlling majority. But existing shareholders are told to accept that their exposure to the crown jewels gets mediated through a new corporate layer they didn't sign up for.

Investor: We bought Barrick for its Nevada mines.

Company: You'll still own Barrick, which still owns most of the Nevada mines, just wrapped inside a new holding company that will also have new public shareholders.

The respectable label is "value unlocking." The economic reality is closer to a forced portfolio choice: do you want the African risk bundle or the North American premium asset bundle, and if you want both, that's fine — but now the plumbing is more complicated, the valuation logic is split, and you may not end up with the same economic exposure you had yesterday. That is the sort of thing that makes institutional portfolio managers pick up the phone and complain.

Thornton is a former Goldman Sachs banker who took over as chairman in 2014. He was supposed to step down, or at least wind down, after what Bloomberg described as a "turbulent 12-year tenure". Instead, when long-serving CEO Mark Bristow suddenly departed in September 2025 — following mine seizures in Mali, a dispute with the Tanzanian government, and a $823 million payout to Mali's military authorities — Thornton seized control. He appointed an interim CEO (Mark Hill, who was then named permanent CEO in February), brought in a new CFO (Helen Cai), replaced the entire North American leadership team, and authorized the board to proceed with the spin-off.

The context for the overhaul is a company that has underperformed its gold bull run. Barrick trades at 13 times earnings. Its market cap is roughly $78 billion, below Newmont's $98 billion, despite Newmont producing nearly half the gold again. Agnico Eagle overtook Barrick to become the second-largest producer in the world and Canada's largest. While Barrick's peers expanded through acquisitions, Thornton and Bristow avoided takeovers. The stock lagged. Then Elliott Management showed up with a stake worth over $700 million, making it one of Barrick's top-10 shareholders, and publicly pressing the board to improve performance and consider a split. Elliott has a track record in this playbook: it successfully forced a management shakeup at Suncor Energy in 2022 and pushed Kinross Gold into a share buyback plan that helped Kinross become a top performer.

So the spin-off is not just Thornton's idea. It's what Elliott has been pressing for. But the activist and the chairman have different incentives. Elliott wants the market to price the two halves separately at higher multiples, creating immediate optionality. Thornton gets to put the whole company in play, maximize competitive tension among buyers, and control the process from the chairman's chair. That is a perfectly rational set of overlapping interests — until you reach the mechanics.

The mechanics are where this gets complicated, and where the pushback is most justified.

Nevada Gold Mines is a joint venture between Barrick and Newmont. Barrick owns 61.5 percent. Newmont owns 38.5 percent. But under the JV agreement, Barrick must first offer its stake to Newmont before transferring it, and Newmont's consent is required for any share transfer. Despite being a minority partner, Newmont has veto power. That is an unusual contractual setup. Executives familiar with the situation describe it as minority control.

In February 2026, Newmont issued a notice of default, alleging that Barrick had diverted resources from the Nevada joint venture to advance the Fourmile project. Newmont also demanded operational improvements before any separation occurs. Bloomberg reported that Barrick says it could proceed with the IPO unilaterally, even if Newmont won't cooperate. But the claim is murkier than that: if the JV contract requires consent, unilateral proceeds don't actually make legal sense without a breach-and-litigation path.

Newmont's incoming CEO, Natasha Viljoen, told reporters in October 2025 that she was awaiting further information from Barrick before committing additional capital to Fourmile, which will likely need Newmont's participation to fund processing infrastructure. So the spin-off needs Newmont's blessing for the JV stake, and Newmont's participation for the growth project. Newmont has neither given one nor promised the other.

There is also the question of who benefits from the spin-off's most plausible outcome. Analysts, including Shane Nagle at National Bank Financial, expect the new vehicle to become an acquisition target for Newmont. That would give Newmont a 33 to 50 percent production increase, a scale jump impossible through other single transactions. But Newmont trades at lower valuation multiples than Barrick. For the deal to make sense for Newmont's shareholders, Barrick would need to sell at a discount — which is hard when Barrick's shares are already reflecting spin-off speculation.

The simplest model is this: the spin-off works as a value unlock only if the market prices the North American entity at a 2 to 3 times higher multiple than the rest of Barrick — the way North American producers like Agnico Eagle trade at premium multiples compared to Africa-focused peers like Endeavour Mining. But that premium has to be created, not assumed. And it has to be created while Newmont holds a veto, costs are running high (AISC guidance of $1,760 to $1,950 per ounce for 2026, well above what peers are targeting), and the chairman's biggest supporters are also the ones most likely to profit from a downstream acquisition by the joint-venture partner.

Thornton's side of the argument is straightforward. The company's best assets deserve to be seen separately, not buried inside a holding company whose stock is dragged down by jurisdictional risk in Africa and the Middle East. In May, Barrick announced a $3 billion share buyback — $1.5 billion in 2025 alone plus a new program announced alongside Q1 2026 results — as a way to reward shareholders before the split. Thornton called the timing "exceptional value" for buying back stock ahead of the New York listing. The buyback is real money returning to shareholders. That's a signal.

But it's also a signal of what happens when the chairman knows the stock is about to be structurally diluted. A $3 billion buyback on a $78 billion company is not trivial, and announcing it right before a minority-stake IPO of the premium assets looks like a move to smooth investor nerves while the plumbing gets rearranged. The TSX-listed shares dropped 6.7 percent when the IPO was first confirmed in February, even as U.S.-listed shares rose 2% in premarket trading — a split that already previewed which side of the Atlantic found the plan more credible.

Barrick has also been changing its corporate identity. It rebranded from Barrick Gold Corporation to Barrick Mining Corporation in 2025. The company is advancing plans to list the spin-off on the New York Stock Exchange, with a secondary listing on the Toronto Stock Exchange. None of this is inherently suspicious. But when the identity changes, the structure changes, the chairman doubles down instead of stepping aside, and the joint-venture partner is filing notices of default, the questions accumulate.

The real counterargument, of course, is that the current structure isn't working either. Barrick trades at a discount to the sum of its parts. The African mines carry political risk that no amount of management turnover can eliminate. Mali cost $823 million in one year alone. Deaths at mine sites in Tanzania and the D.R.C. are operational liabilities as well as human tragedies. A cleaner, focused North American business might be what the company actually needs — even if the path to get there is ugly.

That's a fair point. The question is whether the ugly path is the right one for the existing shareholders, or just for the chairman's reputation and the activist's return.

The odd thing about Barrick right now is that everyone seems to agree the current setup is suboptimal. Thornton thinks it's suboptimal. Elliott thinks it's suboptimal. The shareholders writing protest emails think it's suboptimal. Even Newmont, despite holding veto power and filing a default, doesn't love the current arrangement.

The machine, stripped of the "value unlock" label, is this: a chairman who controls a company that trades at a discount to its most valuable parts is trying to list those parts separately, hoping the market assigns them a premium multiple, while keeping the higher-risk assets in the parent company and maintaining control of the whole structure. The joint-venture partner holds the keys. The activist is cheerleading from the sidelines. The institutional shareholders are angry because they realize they're being asked to accept a less clean, less direct ownership of the assets they originally bought exposure to.

It's an old finance move — carve out the good, keep the bad, and hope the market reprices the separation — dressed in IPO language and presented as a reset. Whether it's the right move depends on whether the premium the North American entity commands justifies the dilution, the complexity, the litigation risk with Newmont, and the structural downgrade of the parent company into a portfolio of African and Middle Eastern mines that happen to hold a controlling stake in a new public company.

The chairman thinks it does. A growing number of the people who own the paper think he's wrong. That kind of disagreement over how a thing should be classified and priced is usually where the most interesting parts of corporate governance stories live. The question for Barrick's shareholders is whether they trust the person who drew up the blueprint, or whether they want to sit down, read the joint-venture contract, and ask what actually happens when Newmont says no.