Bond Barrick Aurum Corp 5.25% ( US067901AH18 ) in USD

Barrick Aurum Corp

91.659 % ▲

Canada

US067901AH18 ( in USD )

5.25% per year ( payment 2 times a year)

31/03/2042

Prospectus brochure of the bond Barrick Gold Corp US067901AH18 en USD 5.25%, maturity 31/03/2042

2 000 USD

750 000 000 USD

067901AH1

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/10/2025 ( In 89 days )

Barrick Gold Corporation is a leading global gold mining company with significant operations and projects in a number of countries across the Americas, Africa, and the Asia-Pacific region, producing and exploring for gold and copper.

The Bond issued by Barrick Aurum Corp ( Canada ) , in USD, with the ISIN code US067901AH18, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2042

The Bond issued by Barrick Aurum Corp ( Canada ) , in USD, with the ISIN code US067901AH18, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Barrick Aurum Corp ( Canada ) , in USD, with the ISIN code US067901AH18, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

F-10/A
F-10/A 1 d347027df10a.htm F-10/A
Table of Contents
As filed with the Securities and Exchange Commission on May 9, 2012
Registration No. 333-180852

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO
FORM F-10

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Barrick Gold Corporation
(Exact Name of Registrant as Specified in its Charter)

Ontario
(Province or Other Jurisdiction of Incorporation or Organization)
1040
(Primary Standard Industrial Classification Code Number)
Not Applicable
(I.R.S. Employee Identification No.)
Brookfield Place, TD Canada
Trust Tower
Suite 3700
161 Bay Street, P.O. Box 212
Toronto, Ontario
Canada M5J 2S1
(416) 307-7470
(Address, including postal code, and telephone number, including area code, of Registrant's principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8700
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent for Service in the United States)

Copies to:

Sybil E. Veenman
Donald Crawshaw
Kevin Thomson
Barrick Gold Corporation
Sullivan & Cromwell LLP
Davies Ward Phillips & Vineberg LLP
Brookfield Place, TD Canada
125 Broad Street
P.O. Box 63, 44th Floor
Trust Tower
New York, NY 10004
1 First Canadian Place
Suite 3700
(212) 558-4000
Toronto, Ontario M5X 1B1
161 Bay Street, P.O. Box 212
(416) 863-0900
Toronto, Ontario
Canada M5J 2S1
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(800) 720-7415

Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable after this registration statement
becomes effective.
Province of Ontario, Canada
(Principal Jurisdiction Regulating this Form F-10 Offering)
It is proposed that this filing shall become effective (check appropriate box):
A. upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United
States and Canada).
B. at some future date (check appropriate box below):
1. Pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven calendar days after filing).
2. Pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or sooner after filing) because the securities
regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
3. Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the Canadian securities
regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4. After the filing of the next amendment to this form (if preliminary material is being filed).
If any of the securities being registered on this Form F-10 are to be offered on a delayed or continuous basis pursuant to the home
jurisdiction's shelf prospectus offering procedures, check the following box.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registration statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the
Commission, acting pursuant to Section 8(a) of the Act, may determine.

Table of Contents
PART 1
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Table of Contents
SHORT FORM PROSPECTUS

New Issue

Barrick Gold Corporation
Offer to exchange all outstanding 3.850% Notes due 2022 issued on April 3, 2012 for up to
US$1,250,000,000 Aggregate Principal Amount of Registered 3.850% Notes due 2022
and
Offer to exchange all outstanding 5.250% Notes due 2042 issued on April 3, 2012 for up to
US$750,000,000 Aggregate Principal Amount of Registered 5.250% Notes due 2042
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The Initial Notes:
$1,250,000,000 aggregate principal amount of 3.850% Notes due 2022 (the "Initial 2022 Notes") and $750,000,000 aggregate principal amount of
5.250% Notes due 2042 (the "Initial 2042 Notes") were originally issued by Barrick Gold Corporation ("Barrick") on April 3, 2012, in a
transaction that was exempt from registration under the United States Securities Act of 1933, as amended (the "Securities Act"), and resold to
qualified institutional buyers in reliance on Rule 144A and non-U.S. persons outside the United States in reliance on Regulation S. We refer to the
Initial 2022 Notes and the Initial 2042 Notes together as the "Initial Notes".
The New Notes:
The terms of the new 2022 notes (the "New 2022 Notes") and the new 2042 notes (the "New 2042 Notes") are substantially identical to the terms
of the Initial 2022 Notes and the Initial 2042 Notes, respectively, except that the New 2022 Notes and the New 2042 Notes will be registered under
the Securities Act, will not contain restrictions on transfer or provisions relating to additional interest, will bear different CUSIP numbers from the
Initial Notes and will not entitle their holders to registration rights. The New 2022 Notes and the New 2042 Notes will evidence the same
continuing indebtedness as the Initial 2022 Notes and the Initial 2042 Notes, respectively. We refer to the New 2022 Notes and the New 2042
Notes together as the "New Notes". We refer to the Initial 2022 Notes and the New 2022 Notes together as the "2022 Notes" and the Initial 2042
Notes and the New 2042 Notes together as the "2042 Notes" and the Initial Notes and the New Notes together as the "Notes".
All dollar amounts in this prospectus are in United States dollars, unless otherwise indicated. See "Exchange Rate Information".
See "Risk Factors" beginning on page 4 for a discussion of certain risks that you should consider in connection with an investment in the
Notes.
Exchange Offer:
Barrick's offer to exchange Initial 2022 Notes for New 2022 Notes and Initial 2042 Notes for New 2042 Notes will be open until 5:00 p.m., New
York City time, on June 8, 2012, unless Barrick extends the offer.
New Notes of each series will be issued in exchange for an equal principal amount of outstanding Initial Notes of such series accepted in the
exchange offer. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange.
However, the obligation to accept the Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions set forth
herein. See "Exchange Offer Terms of the Exchange Offer Conditions."
There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under the
short form prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading
prices, the liquidity of the securities and the extent of issuer regulation. See "Risk Factors" beginning on page 4.
Table of Contents
Barrick is permitted to prepare this prospectus in accordance with Canadian disclosure requirements, which are different than those
of the United States.
Owning the debt securities may subject you to tax consequences in the United States and Canada. You should read the tax discussion
in this prospectus. This prospectus may not describe these tax consequences fully.
Your ability to enforce civil liabilities under United States federal securities laws may be affected adversely because Barrick is
incorporated under the laws of the Province of Ontario, Canada, some of the officers and directors of Barrick and some of the experts
named in this prospectus are residents outside of the United States and a majority of Barrick's assets and the assets of those officers,
directors and experts are located outside of the United States.
The debt securities have not been approved or disapproved by the Ontario Securities Commission, the U.S. Securities and Exchange
Commission or any state securities regulator, nor has the Ontario Securities Commission, the U.S. Securities and Exchange Commission
or any state securities regulator passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal
offence.
Prospective investors should be aware that, during the period of the exchange offer, the registrant or its affiliates, directly or
indirectly, may bid for or make purchases of the debt securities to be distributed or to be exchanged, or certain related debt securities, as
permitted by applicable laws or regulations of Canada, or its provinces or territories.
This prospectus, as it may be amended or supplemented from time to time, may be used by broker-dealers in connection with resales of New
Notes received in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market making or other
trading activities.
The date of this prospectus is May 9, 2012.
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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not making an offer to sell the debt securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information contained in this prospectus or in any document incorporated or deemed to be incorporated by reference in this prospectus is accurate
only as of the respective date of the document in which such document appears.
The New Notes have not been and will not be qualified for public distribution under the securities laws of any province or territory
of Canada. The New Notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any
resident thereof except in accordance with the securities laws of the provinces and territories of Canada.
Barrick presents its financial statement in U.S. dollars and prepares them in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board ("IFRS"). Unless otherwise indicated, financial information included or
incorporated by reference in this prospectus has been prepared in accordance with IFRS. In addition, certain financial information concerning
Equinox Minerals Limited ("Equinox") is incorporated by reference in this prospectus. Equinox presented its financial statements in U.S.
dollars and, effective January 1, 2011, prepared its financial statements in accordance with IFRS, while prior to January 1, 2011, Equinox
prepared its financial statements in accordance with Canadian generally accepted accounting principles. As a result, certain financial
information included or incorporated by reference in this prospectus may not be comparable to financial information prepared by other United
States or Canadian companies.
References to "$" in this prospectus are to U.S. dollars and references to "Cdn$" in this prospectus are to Canadian dollars unless otherwise
indicated. See "Exchange Rate Information".
In this prospectus, "Issuer" refers only to Barrick without any of its subsidiaries. Unless the context requires otherwise, "we", "us"
and "our" refer to Barrick and its subsidiaries.
Table of Contents
TABLE OF CONTENTS

Page

Page
INCORPORATION OF CERTAIN DOCUMENTS BY
USE OF PROCEEDS

15
REFERENCE

i
CONSOLIDATED CAPITALIZATION

16
WHERE YOU CAN FIND MORE INFORMATION

ii
EARNINGS COVERAGE

16
NOTE REGARDING FORWARD-LOOKING
STATEMENTS

ii
DESCRIPTION OF THE NOTES

17
NOTICE REGARDING PRESENTATION OF MINERAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS

36
RESERVE AND MINERAL RESOURCE ESTIMATES
iii
CANADIAN FEDERAL INCOME TAX
EXCHANGE RATE INFORMATION

iii
CONSIDERATIONS

38
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
iii
PLAN OF DISTRIBUTION

39
SUMMARY OF TERMS OF THE EXCHANGE OFFER

1
EXPERTS

39
RISK FACTORS

4
INTERESTS OF QUALIFIED PERSONS

40
BARRICK

6
BENEFICIAL OWNERSHIP OF EXPERTS

40
EXCHANGE OFFER

7
DOCUMENTS FILED AS PART OF THE
REGISTRATION STATEMENT

40

This prospectus incorporates by reference documents that contain important business and financial information about Barrick that
is not included in or delivered with this prospectus. These documents are available without charge to security holders upon written or oral
request to the Secretary of Barrick at Brookfield Place, TD Canada Trust Tower, P.O. Box 212, Suite 3700, 161 Bay Street, Toronto,
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Ontario, Canada M5J 2S1, (416) 861-9911. To obtain timely delivery, holders of the Initial Notes must request these documents no later
than five business days before the expiration date. Unless extended the expiration date is June 8, 2012.
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of
Canada and filed with or furnished to the U.S. Securities and Exchange Commission (the "Commission"), are specifically incorporated by
reference in this prospectus:

(a)
The annual information form of Barrick dated as of March 28, 2012 for the year ended December 31, 2011 (incorporated by reference

to Exhibit 99.1 to Barrick's Form 40-F (Commission File No. 001-09059) filed with the Commission on March 28, 2012 (the
"Form 40-F")).

(b)
The annual audited consolidated financial statements of Barrick for the year ended December 31, 2011, including consolidated
balance sheets as at December 31, 2011, December 31, 2010, and January 1, 2010, and the consolidated statements of income,

comprehensive income, cash flow, and changes in equity for each of the years in the two-year period ended December 31, 2011, and
related notes, together with the independent auditor's report thereon (incorporated by reference to Exhibit 99.3 to the Form 40-F).

(c)
The management's discussion and analysis of Barrick for the financial year ended December 31, 2011 (incorporated by reference to

Exhibit 99.4 to the Form 40-F).

(d)
The management information circular of Barrick dated March 16, 2012, in connection with the annual meeting of Barrick's

shareholders to be held on May 2, 2012 (incorporated by reference to Exhibit 99.1 to Barrick's Form 6-K (Commission File No. 001-
09059), furnished to the Commission on March 27, 2012).

(e)
The Business Acquisition Report dated August 2, 2011 (incorporated by reference to Exhibit 99.1 to Barrick's Form 6-K

(Commission File No. 001-09059), furnished to the Commission on August 3, 2011).

(f)
The material change report of Barrick dated April 11, 2012, regarding the pricing and closing of the Initial Notes of Barrick

(incorporated by reference to Exhibit 99.1 to Barrick's Form 6-K (Commission File No. 001-09059), furnished to the Commission on
April 18, 2012).

(g)
The interim unaudited consolidated financial statements of Barrick for the three months ended March 31, 2012, including consolidated
balance sheets as at March 31, 2012, and December 31, 2011, and the consolidated statements of income, comprehensive income and

cash flow for the three months ended March 31, 2012, and March 31, 2011, and the consolidated statements of changes in equity for
the three months ended March 31, 2012, and March 31, 2011, and the related notes (incorporated by reference to Exhibit 99.1 to
Barrick's Form 6-K (Commission File No. 001-09059), furnished to the Commission on May 3, 2012).

(h)
The management's discussion and analysis of Barrick for the three months ended March 31, 2012 (incorporated by reference to

Exhibit 99.1 to Barrick's Form 6-K (Commission File No. 001-09059), furnished to the Commission on May 3, 2012).
Any annual information form, annual financial statements (including the auditor's report thereon), interim financial statements,
management's discussion and analysis, material change report (excluding any confidential material change reports), business acquisition report or
information circular or amendments thereto that Barrick files with any securities commission or similar regulatory authority in Canada after the
date of this prospectus and prior to the termination of the offering of the New Notes will be incorporated by reference in this prospectus and will
automatically update and supersede information contained or incorporated by reference in this prospectus. In addition, all documents filed or
furnished by Barrick with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this prospectus and prior to the termination of the offering of the New Notes to which
this prospectus relates shall be deemed to be incorporated by reference into this prospectus and the registration statement of which the prospectus
forms a part from the date of filing or furnishing of such documents (in the case of any Report on Form 6-K, if and to the extent expressly set forth
in such report).
Any statement contained in a document incorporated or deemed to be incorporated by reference herein or contained in this
prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent any statement contained herein or in
any subsequently filed or furnished document which is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.
The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any

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Table of Contents
information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be
deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue
statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not
misleading in light of the circumstances in which it was made.
WHERE YOU CAN FIND MORE INFORMATION
Barrick will provide to each person, including any beneficial owner, to whom this prospectus is delivered, without charge, upon request to the
Secretary of Barrick at Brookfield Place, TD Canada Trust Tower, P.O. Box 212, Suite 3700, 161 Bay Street, Toronto, Ontario, Canada M5J 2S1,
(416) 861-9911, copies of the documents incorporated by reference in this prospectus. We do not incorporate by reference into this prospectus any
of the information on, or accessible through, our website or any of the websites listed below.
Barrick files certain reports with, and furnishes other information to, the Commission and the provincial and territorial securities regulatory
authorities of Canada. Barrick's Commission file number is 1-9059. Under a multi-jurisdictional disclosure system adopted by the United States
and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of the provincial and territorial
securities regulatory authorities of Canada, which requirements are different from those of the United States. As a foreign private issuer, Barrick is
exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Barrick's officers and directors are
exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Barrick's reports and other
information filed with or furnished to the Commission since June 2002 are available, and Barrick's reports and other information filed or furnished
in the future with or to the Commission will be available, from the Commission's Electronic Document Gathering and Retrieval System
(http://www.sec.gov), which is commonly known by the acronym "EDGAR", as well as from commercial document retrieval services. You may
also read (and by paying a fee, copy) any document Barrick files with or furnishes to the Commission at the Commission's public reference room
in Washington, D.C. (100 F Street N.E., Washington, D.C. 20549). Please call the Commission at 1-800-SEC-0330 for more information on the
public reference room. You may also inspect Barrick's Commission filings at the NYSE, 20 Broad Street, New York, New York 10005. Barrick's
Canadian filings are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at http://www.sedar.com.
Barrick has filed with the Commission, under the Securities Act, a registration statement on Form F-10 relating to the securities being offered
hereunder and of which this prospectus forms a part. This prospectus does not contain all the information set forth in such registration statement,
certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the
Commission. Items of information omitted from this prospectus but contained in the registration statement will be available on the Commission's
website at http://www.sec.gov.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained or incorporated by reference in this prospectus, including any information as to our strategy, projects, plans or
future financial or operating performance and other statements that express our expectations or estimates of future performance, constitute
"forward-looking statements." All statements, other than statements of historical fact, are forward-looking statements. The words "believe,"
"expect," "will," "anticipate," "contemplate," "target," "plan," "continue," "budget," "may," "intend," "estimate" and similar expressions identify
forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered
reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies. We caution the reader
that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results,
performance or achievements to be materially different from estimated future results, performance or achievements expressed or implied by those
forward-looking statements and the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other
factors include, but are not limited to: fluctuations in the spot and forward price of gold, copper or certain other commodities (such as silver, diesel
fuel and electricity); diminishing quantities or grades of reserves; the impact of inflation; changes in national and local government legislation,
taxation, controls, regulations, expropriation or

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nationalization of property, and political or economic developments in Canada, the United States, Dominican Republic, Australia, Papua New
Guinea, Chile, Peru, Argentina, United Kingdom, Tanzania, Pakistan, Saudi Arabia, Zambia or Barbados or other countries in which we do or may
carry on business in the future; the impact of global liquidity and credit availability on the timing of cash flows and the values of assets and
liabilities based on projected future cash flows; fluctuations in the currency markets (such as Canadian and Australian dollars, Chilean and
Argentinean pesos, British pound, Peruvian sol, Zambian kwacha and Papua New Guinean kina versus U.S. dollar); changes in U.S. dollar interest
rates that could impact the mark-to-market value of outstanding derivative instruments and ongoing payments/receipts under interest rate swaps
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and variable rate debt obligations; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market
risk); the risk of loss due to acts of war, terrorism, sabotage or civil disturbances; business opportunities that may be presented to, or pursued by,
us; our ability to successfully integrate acquisitions; operating or technical difficulties in connection with mining or development activities;
employee relations; availability and costs associated with mining inputs and labor; litigation; the speculative nature of mineral exploration and
development, including the risks of obtaining necessary licenses and permits; adverse changes in our credit rating; contests over title to properties,
particularly title to undeveloped properties; and the organization of Barrick's previously held African gold operations and properties under a
separate listed company. All of the forward-looking statements made in this prospectus are qualified by these cautionary statements. Specific
reference is made to "Narrative Description of the Business Mineral Reserves and Mineral Resources" and "Risk Factors" in the annual
information form of Barrick dated as of March 28, 2012, for the year ended December 31, 2011, and to the management's discussion and analysis
for the financial year ended December 31, 2011, each of which is incorporated by reference herein, and to the section "Risk Factors" in this
prospectus, for a discussion of some of the factors underlying forward-looking statements. Barrick disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES
Our mineral reserves have been calculated in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects
("NI 43-101"), as required by Canadian securities regulatory authorities. For United States reporting purposes, Industry Guide 7 (under the
Exchange Act), as interpreted by the Staff of the Commission, applies different standards in order to classify mineralization as a reserve.
Accordingly, for U.S. reporting purposes, approximately 2.15 million ounces of reserves at Pueblo Viejo (Barrick's 60% interest) is classified as
mineralized material. In addition, while the terms "measured," "indicated" and "inferred" mineral resources are required pursuant to NI 43-101, the
Commission does not recognize such terms. Canadian standards differ significantly from the requirements of the Commission, and mineral resource
information contained herein and in the documents incorporated herein by reference is not comparable to similar information regarding mineral
reserves disclosed in accordance with the requirements of the Commission. Investors should understand that "inferred" mineral resources have a
great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. In addition, investors are cautioned
not to assume that any part or all of our mineral resources constitute or will be converted into reserves.
EXCHANGE RATE INFORMATION
The noon exchange rate on May 9, 2012, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars
was $1.00 equals Cdn$1.0015.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
Barrick is a corporation existing under the laws of the Province of Ontario, Canada. A majority of our assets are located outside of the United
States. In addition, some of our directors and officers and most of the experts named in this prospectus and the documents incorporated by
reference herein are resident outside the United States, and a majority of their assets are located outside of the United States. As a result, it may be
difficult for United States investors to effect service of process within the United States upon those directors, officers or experts who are not
residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of such
directors, officers or experts under United States federal securities laws. We have

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been advised by Davies Ward Phillips & Vineberg LLP, our Canadian counsel, that a judgment of a U.S. court predicated solely upon civil liability
provisions of United States federal securities laws would probably be enforceable in Ontario if the U.S. court in which the judgment was obtained
had a basis for jurisdiction in the matter that was recognized by an Ontario court for such purposes. We have also been advised by such counsel,
however, that there is substantial doubt whether an action could be brought in Ontario in the first instance on the basis of liability predicated solely
upon United States federal securities laws.

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SUMMARY OF TERMS OF THE EXCHANGE OFFER
Barrick is offering to exchange $1,250,000,000 aggregate principal amount of Initial 2022 Notes for a like aggregate principal amount of its
New 2022 Notes and $750,000,000 aggregate principal amount of Initial 2042 Notes for a like aggregate principal amount of its New 2042 Notes,
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evidencing the same continuing indebtedness as the Initial 2022 Notes and the Initial 2042 Notes, respectively. In order to exchange your Initial
2022 Notes and/or your Initial 2042 Notes, you must properly tender them and Barrick must accept your tender. Barrick will exchange all
outstanding Initial 2022 Notes and Initial 2042 Notes that are validly tendered and not validly withdrawn.

Exchange Offer:
Barrick will exchange your Initial 2022 Notes for a like aggregate principal amount of its New 2022 Notes.

Barrick will exchange your Initial 2042 Notes for a like aggregate principal amount of its New 2042 Notes.

Resale of New Notes:
We believe you may offer the New Notes for resale, resell and otherwise transfer them without compliance
with the registration or prospectus delivery provisions of the United States Securities Act of 1933, as
amended (the "Securities Act") if:

· You are acquiring the New Notes in the ordinary course of your business;

· You are not participating, do not intend to participate and have no arrangement or

understanding with any person to participate in the distribution of the New Notes
issued to you; and

· You are not an affiliate, under Rule 405 of the Securities Act, of Barrick.

You should read the discussion under the heading "Exchange Offer" for further information regarding the

exchange offer and resale of the New Notes.

Registration Rights Agreement:
We have undertaken this exchange offer pursuant to the terms of a registration rights agreement entered into
with the initial purchasers of the Initial Notes. See "Exchange Offer."

Consequences of Failure to
You will continue to hold Initial Notes that remain subject to their existing transfer restrictions if:
Exchange Initial Notes:

· You do not tender your Initial Notes; or

· You tender your Initial Notes and they are not accepted for exchange.

Subject to certain limited exceptions, we will have no obligation to register the Initial Notes after we
consummate the exchange offer. See "Exchange Offer Terms of the Exchange Offer Consequences of
Failure to Exchange" and " Acceptance of Initial Notes for Exchange; Delivery of New Notes."

Expiration Date:
The "expiration date" for the exchange offer is 5:00 p.m., New York City time, on June 8, 2012, unless we
extend it, in which case "expiration date" means the latest date and time to which the exchange offer is
extended.

Interest on the New Notes:
The New 2022 Notes will accrue interest at a rate of 3.850% per annum from and including the last interest
payment date on which interest has been paid on the Initial 2022 Notes or, if no interest has been paid on the
Initial 2022 Notes, from the issue date of the Initial 2022 Notes. No additional interest will be paid on Initial
2022 Notes tendered and accepted for exchange.

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The New 2042 Notes will accrue interest at a rate of 5.250% per annum from and including the last
interest payment date on which interest has been paid on the Initial 2042 Notes or, if no interest has

been paid on the Initial 2042 Notes, from the issue date of the Initial 2042 Notes. No additional
interest will be paid on Initial 2042 Notes tendered and accepted for exchange.

Conditions to the Exchange Offer:
The exchange offer is subject to certain customary conditions, which we may waive. See "Exchange
Offer Terms of the Exchange Offer Conditions".

Procedures for Tendering Initial Notes:
If you wish to accept the exchange offer, you must submit the required documentation and effect a
tender of Initial Notes pursuant to the procedures for book-entry transfer (or other applicable
procedures), all in accordance with the instructions described in this prospectus and in the relevant
letter of transmittal. See "Exchange Offer Terms of the Exchange Offer Procedures for
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Tendering," " Book Entry Transfer," " Exchanging Book-Entry Notes" and " Guaranteed
Delivery Procedures."

Guaranteed Delivery Procedures:
If you wish to tender your Initial Notes, but cannot properly do so prior to the expiration date, you
may tender your Initial Notes in accordance with the guaranteed delivery procedures described in
"Exchange Offer Terms of the Exchange Offer Guaranteed Delivery Procedures."

Withdrawal Rights:
Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the expiration date. To withdraw a tender of Initial Notes, a written or facsimile transmission notice of
withdrawal must be received by the exchange agent at its address set forth in the letter of transmittal
prior to 5:00 p.m., New York City time, on the expiration date.

Acceptance of Initial Notes and Delivery ofSubject to certain conditions, any and all Initial Notes that are validly tendered in the exchange offer
New Notes:
prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The
New Notes issued pursuant to the exchange offer will be delivered promptly following the expiration
date. See "Exchange Offer Terms of the Exchange Offer."

U.S. Federal Income Tax Considerations: The exchange of the Initial Notes for the New Notes will not constitute a taxable exchange for U.S.
federal income tax purposes. See "U.S. Federal Income Tax Considerations."

Use of Proceeds:
We will not receive any proceeds from the exchange offer.

Exchange Agent:
Citibank, N.A. is serving as the exchange agent.

Summary of Terms of the New Notes:
The terms of the New Notes of each series are substantially identical to the terms of the Initial Notes
of such series except that the New Notes:

· will be registered under the Securities Act, and therefore will not contain restrictions

on transfer;

· will not contain provisions relating to additional interest;

· will bear a different CUSIP number from the Initial Notes of the respective series;

and

· will not entitle their holders to registration rights.

Issuer:
Barrick Gold Corporation.

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Notes Offered:
$1,250,000,000 aggregate principal amount of 3.850% notes due 2022.

$750,000,000 aggregate principal amount of 5.250% notes due 2042.

Interest Rate:
The New 2022 Notes will bear interest at the rate of 3.850% per annum.

The New 2042 Notes will bear interest at the rate of 5.250% per annum.

Interest Payment Dates:
Payable semi-annually in arrears on April 1 and October 1 of each year for each series of New Notes,
commencing October 1, 2012.

Maturity Date:
The New 2022 Notes will mature on April 1, 2022.

The New 2042 Notes will mature on April 1, 2042.

Ranking:
The New Notes will be unsecured, unsubordinated obligations of Barrick and will rank equally with the
other unsecured, unsubordinated obligations of Barrick.

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Optional and Tax Redemption:
Barrick may redeem the New 2022 Notes and the New 2042 Notes in whole or from time to time in part, on
any date, at the prices described in this prospectus. See "Description of the Notes Optional Redemption."

Any series of the New Notes may also be redeemed, in whole but not in part, under certain circumstances

relating to changes in applicable tax laws as described under "Description of the Notes Tax Redemption."

Change of Control:
Upon the occurrence of both (i) a change of control of Barrick and (ii) a downgrade within a specified period
of a series of the New Notes below an investment grade rating by each of Moody's Investors Service Inc. and
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Barrick will be
required to make an offer to purchase such series of the New Notes at a price equal to 101% of the principal
amount plus accrued and unpaid interest to, but not including, the date of repurchase. See "Description of the
Notes Change of Control Repurchase Event."

Additional Amounts:
All payments made by Barrick with respect to the New 2022 Notes and the New 2042 Notes will be made
without withholding or deduction for Canadian taxes unless required to be withheld or deducted by
applicable law or by the interpretation or administration thereof. Subject to the exceptions and limitations set
forth in this prospectus, if Barrick is required to withhold or deduct for Canadian taxes from any payment
made under or with respect to the New 2022 Notes or the New 2042 Notes, Barrick will pay to any holder of
such New Notes that is a non-resident of Canada such additional amounts as may be necessary so that the net
payment received by such holder after such withholding or deduction will not be less than the amount such
holder would have received if such Canadian taxes had not been withheld or deducted. See "Description of
the Notes Payment of Additional Amounts."

Form:
Each series of the New Notes will be represented by one or more fully registered global notes deposited in
book-entry form with, or on behalf of, The Depository Trust Company, and registered in the name of its
nominee. See "Description of the Notes Global Securities and Book-Entry System."

Governing Law:
The Indenture (as defined below) is, and the New Notes are or will be, governed by and construed in
accordance with the laws of the State of New York.

Risk Factors:
Investing in the New Notes involves risks. See "Risk Factors" beginning on page 4 of this prospectus.

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RISK FACTORS
In deciding whether to exchange Initial Notes for New Notes, you should carefully consider the risks and uncertainties described below and
under the heading "Risk Factors" in Barrick's annual information form dated as of March 28, 2012, for the year ended December 31, 2011,
which is incorporated by reference herein. These risks and uncertainties are not the only ones facing Barrick. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also impair our business operations. If any such risks actually occur, our
business, financial condition and operating results could be materially harmed.
Bankruptcy, liquidation or reorganization of Barrick's subsidiaries
Barrick conducts a substantial portion of its operations through subsidiaries. The New 2022 Notes and the New 2042 Notes will be
obligations exclusively of Barrick. Barrick's subsidiaries will not guarantee or otherwise be responsible for the payment of principal or interest or
other payments required to be made by Barrick under the New 2022 Notes or the New 2042 Notes. Accordingly, the New 2022 Notes and the New
2042 Notes will effectively be subordinated to all existing and future liabilities (including trade payables and indebtedness) of such subsidiaries. In
the event of an insolvency, liquidation or other reorganization of any such subsidiaries, Barrick's creditors will have no right to proceed against the
assets of such subsidiaries. Creditors of such subsidiaries would generally be entitled to payment in full from such assets before any assets are
made available for distribution to Barrick.
Credit ratings or ratings outlook may change, adversely affecting the market value of the New Notes and our cost of capital
There is no assurance that the credit ratings or the ratings outlook assigned to a particular series of New Notes or Barrick will remain in effect
for any given period of time or that any such rating or outlook will not be revised or withdrawn entirely by a rating agency. Real or anticipated
changes in credit ratings assigned to a particular series of New Notes, including by way of a changed ratings outlook, will generally affect the
market price of such New Notes. In addition, real or anticipated changes in our credit ratings or ratings outlook may also affect the cost at which
we can access the capital markets.
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