(Bloomberg) — John Thornton appeared ready last year to step down as chairman of Barrick Mining Corp. after a turbulent 12-year tenure. Instead, he seized control from his long-time CEO and is now driving a reinvention of one of the world’s largest gold producers.

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His plan is running into trouble.

The former Goldman Sachs banker’s idea to spin off the Canadian company’s North American mines in an initial public offering is facing backlash from some of Barrick’s top investors, who don’t want to share their interest in the company’s most valuable assets.

The IPO will likely be a key focus for shareholders when Barrick reports its quarterly earnings on Monday. Although the company first floated the plan in December, Barrick still hasn’t named a CEO for the new company or revealed where it will be domiciled.

Portfolio managers at Van Eck Associates Corp and Mackenzie Financial Corp have contacted Barrick within recent months to express opposition to the chairman’s strategy. Franklin Equity Group is also opposed.

Frustration is so high that at least one investor is calling publicly for Thornton’s resignation. “If you ask me, it would be nice to have a graceful exit of this current chairman and have someone else come in,” said Benoit Gervais, portfolio manager at Mackenzie, a subsidiary of Power Corp., Barrick’s 10th-largest shareholder.

The IPO could be Thornton’s last chance to change the fortunes of Barrick, a mining company he’s led since 2014. Under his watch, the company’s stock has underperformed rivals Newmont Corp. and Agnico Eagle Mines Ltd. and has struggled to capitalize on a historic run-up in the price of gold. Barrick slipped to third place in global production last year after being overtaken by Agnico.

The company’s struggles threaten to tarnish the reputation of a dealmaker and master networker who made his name running one of the world’s top investment banks, but hasn’t replicated similar success as a corporate leader.

This story is based on interviews with more than two dozen executives, current and former Barrick employees, bankers and shareholders, many who asked not to be identified because they are not authorized to speak publicly.

Through an outside spokeswoman, Thornton declined to comment.

The IPO is supposed to unlock the value of Barrick’s gold mines in Nevada and the Dominican Republic, which the firm’s leadership has long contended are weighed down by Barrick’s more troubled assets in Africa, Asia and the Middle East. Through a new, publicly listed company, Barrick would retain majority control of the assets while floating a minority interest to the public.

The Nevada mines have been declining in production in recent years, but the asset is part of the world’s largest gold-mining complex and contributes more than half of Barrick’s profits. The IPO would also include the Fourmile discovery, which Barrick has called one of this century’s greatest gold finds, and a mine in the Dominican Republic.

Investors say the restructuring comes at their expense, diluting their interest in the operations by as much as 15% to new shareholders.

Portfolio managers at Van Eck, Barrick’s fourth-largest shareholder, met at least three times with company executives this year to push back.

Dealmaker Turned Corporate Leader

Long before he joined Barrick, Thornton had established himself as one of Wall Street’s premier dealmakers. The 72-year-old climbed the ranks at Goldman by growing the firm’s presence in Asia and Europe. He rose to co-president of the firm by the time it went public in 1999 and held that role until 2003.

Thornton sits on several other boards including Ford Motor Co., Lenovo Group Ltd., and Paramount Skydance Corp., and teaches global leadership at Tsinghua University in China. An academic paper from 2021 ranked him among the three most centrally connected individuals in the corporate network it analyzed.

The proposed IPO is the culmination of a financial strategy that Thornton has pursued for years. Since becoming chairman in 2014, he’s sought to boost Barrick’s market value by cutting debt and focusing on free cash flow. But the firm has meanwhile seen its gold output decline and many of its most important operations struggle to hit targets.

Thornton says the spinoff will allow investors to unlock the value of the North American assets. “The market can value the assets directly, and since Barrick will retain a substantial majority interest, all of our investors can benefit,” he said at Barrick’s annual shareholder meeting in May.

The board has largely pinned Barrick’s lackluster performance on former Chief Executive Officer Mark Bristow, who was fired last September after missing internal guidance for fourteen straight quarters.

But some investors are dissatisfied with Thornton’s leadership. The chairman received only 81.1% approval from shareholders, lower than the chairmen at Newmont and Agnico Eagle, and well below the average 91.8% support for directors across public companies last year.

The question of how to structure Thornton’s “North American Barrick” is confusing, said Steve Land, a portfolio manager at Franklin Equity Group, a unit of Franklin Resources — which owns more than $500 million of Barrick stock.

Barrick’s Nevada complex is co-owned by Newmont, which has threatened to sue Barrick over alleged mismanagement of their joint venture. The world’s top gold miner believes an IPO would need its approval, Bloomberg News reported in February, citing people familiar with the matter.

“It just gives me a headache,” said Land. “I imagine I’m not the only one.”

A Fiery Meeting in London

The IPO idea didn’t emerge overnight. Thornton has discussed a separation of Barrick’s North American business since at least 2024, according to people who spoke with him about the plan.

It became a more serious proposition last year, as Barrick grappled with setbacks. The company’s share price lagged competitors even as the price of gold surged. In Mali, the military government shuttered the company’s giant Loulo-Gounkoto complex and detained employees during a bitter tax dispute.

Those pressures set the stage for a pivotal meeting last August, when directors and senior executives gathered at London’s Savoy Hotel to discuss how to revive the company. Former Citigroup Inc. banker Michael Klein, Thornton’s trusted adviser, was there to present strategic alternatives to the board and management. The pitches included potential mergers, spin-outs, acquisitions, and the IPO plan.

Bristow vehemently pushed back on Klein’s proposals, arguing that the company should focus on fixing operations across the portfolio before considering M&A. The former CEO, who had run Barrick since 2019, also accused Klein of painting an excessively dismal picture of the company. Thornton, meanwhile, sat back and watched.

Bristow’s rebuttal did little to change minds. The South African executive had already lost the confidence of Thornton and the board, who blamed him for failing to hit financial targets and not landing acquisitions. Their concerns also extended to the crisis at Barrick’s mine in Mali, and what they viewed as missteps overseeing the Nevada operations, where four workers died between 2022 and 2025.

A month after the London meeting, Bristow was gone.

Mark Hill, chief operating officer of the company’s Latin America business, became the new CEO, and Thornton moved to staff Barrick with his allies. James McGuire, Barrick’s new legal counsel hired in February, previously represented Thornton and his wife in a property feud with the couple’s neighbors in Palm Beach, according to court documents. Woo Lee, who spent several years at Thornton’s private corporate advisory firm JL Thornton & Co. before joining Barrick in 2014, was named Barrick’s Chief Global Affairs Officer.

In an emailed response to questions, a Barrick spokesperson said all appointments the company makes are “solely based on merit.”

Abandoned Exit Plan

Until last year, Barrick directors and shareholders believed Thornton was preparing to leave the company. He had recruited Ben van Beurden, the former chief executive of Shell Plc, to join the board as lead director with the plan of becoming his successor. Following Bristow’s dismissal, it became clear Thornton had no intention of stepping aside. In fact, he seemed to be taking more control of the company’s direction. In November, the chairman brought Goldman Sachs into a board meeting, without informing attendees in advance, to help advance a path forward for the IPO. Van Beurden resigned just three months after becoming lead independent director.

“We’re looking for an explanation in light of Ben’s departure as lead director,” said Mackenzie Fund’s Gervais. Van Beurden was a “very competent up-and-coming chairman who actually had a history of turning around a company. But he was only at Barrick for a nanosecond.”

The backlash over the IPO is only the latest flashpoint in Thornton’s uneasy relationship with shareholders. In 2024, investor frustration over his pay package prompted Barrick to strip him of his title as executive chairman. The move reduced him to chairman, cutting his base compensation by $1.4 million.

Meanwhile, concerns about Thornton’s governance were so great that the stewardship team that represents BlackRock’s active investors withheld support for Thornton at the company’s 2025 annual general meeting, noting that under his tenure the board had “failed to demonstrate the ability to effectively represent shareholders’ best interests.”

Shareholders may not get a say on whether the IPO moves ahead. Barrick hasn’t said whether the spinout requires a shareholder vote, noting only in its announcement that the deal will go ahead with “all necessary approvals.”

Barrick’s stock rose as much as 4.2% when the company announced in December it was evaluating an IPO, but so far this year its shares are little changed, while Newmont is up 13% and Agnico has gained about 5.5%.

The company surprised investors with better-than-expected gold output in the first three months of this year. But an IPO of the Nevada assets will not fix the problems the company has faced at its mines, said Martin Pradier, an analyst at Veritas Investment Research. While CEO Mark Hill pointed to better staff morale at the site during the company’s first-quarter earnings call in May, overall turnover rates had yet to improve.

“The numbers have not been good in Nevada,” said Pradier. “If you want to showcase those assets through a new company, fine, but you should also show how you’re going to improve them. And I haven’t seen much of a plan or communication around that.”

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