Bond Barrick Aurum 4.1% ( US067901AQ17 ) in USD

Barrick Aurum

100 % ⇌

Canada

US067901AQ17 ( in USD )

4.1% per year ( payment 2 times a year)

30/04/2023 - Bond has expired

Prospectus brochure of the bond Barrick Gold US067901AQ17 in USD 4.1%, expired

2 000 USD

1 498 488 000 USD

067901AQ1

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

Barrick Gold Corporation is a Canadian multinational gold mining company with operations in various countries, focusing on large-scale gold production and exploration.

The Bond issued by Barrick Aurum ( Canada ) , in USD, with the ISIN code US067901AQ17, pays a coupon of 4.1% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2023

The Bond issued by Barrick Aurum ( Canada ) , in USD, with the ISIN code US067901AQ17, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Barrick Aurum ( Canada ) , in USD, with the ISIN code US067901AQ17, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Form F-10
http://www.sec.gov/Archives/edgar/data/756894/000119312513321456/...
F-10 1 d577047df10.htm FORM F-10
Table of Contents
As filed with the Securities and Exchange Commission on August 6, 2013
Registration No. 333-

Washington, D.C. 20549

UNDER
THE SECURITIES ACT OF 1933

Form F-10

Form S-4
Barrick Gold Corporation

Barrick North America Finance LLC
(Exact Name of Registrant as Specified in its Charter)
Ontario

Delaware
(Province or Other Jurisdiction of Incorporation or Organization)
1040

Not Applicable
(Primary Standard Industrial Classification Code Number)
Not Applicable

26-2663280
(I.R.S. Employee Identification No.)

Brookfield Place
460 West 50 North
TD Canada Trust Tower
Suite 500
Suite 3700
Salt Lake City
161 Bay Street, P.O. Box 212
Utah 84101
Toronto, Ontario
United States
Canada M5J 2S1
(801) 990-3900
(416) 861-9911

(Address, including postal code, and telephone number, including area code, of Registrant's principal executive offices)

CT Corporation System
Barrick North America Finance LLC
111 Eighth Avenue
460 West 50 North
New York, New York 10011
Suite 500
(212) 590-9070
Salt Lake City
Utah 84101
United States

(801) 990-3900
(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 R. 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) 863-5590
Toronto, Ontario
Canada M5J 2S1
(416) 861-9911

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Approximate date of commencement of proposed sale of the securities to the public: As soon as
practicable after this Registration Statement becomes effective.
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Form F-10
Form S-4
Province of Ontario, Canada
(Principal Jurisdiction Regulating this Form F-10 Offering)
If the securities being registered on this form are being
It is proposed that this filing shall become effective (check
offered in connection with the formation of a holding company
appropriate box):
and there is compliance with General Instructions G, check the
following box. ¨
A. ¨ upon filing with the Commission, pursuant to Rule 467(a)
(if in connection with an offering being made
If this form is filed to register additional securities for an
contemporaneously in the United States and Canada).
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
B. þ at some future date (check appropriate box below):
statement number of the earlier effective registration statement
1. ¨ Pursuant to Rule 467(b) on ( ) at ( )
for the same offering. ¨
(designate a time not sooner than seven calendar days after
If this form is a post-effective amendment filed pursuant to
filing).
Rule 462(d) under the Securities Act, check the following box
2. ¨ Pursuant to Rule 467(b) on ( ) at ( )
and list the Securities Act registration statement number of the
(designate a time seven calendar days or sooner after filing)
earlier effective registration statement for the same offering. ¨
because the securities regulatory authority in the review
Indicate by check mark whether the registrant is a large
jurisdiction has issued a receipt or notification of clearance on
accelerated filer, an accelerated filer, a non-accelerated filer, or
( ).
a smaller reporting company. See the definitions of "large
3. þ Pursuant to Rule 467(b) as soon as practicable after
accelerated filer," "accelerated filer" and "smaller reporting
notification of the Commission by the registrant or the Canadian
company" in Rule 12b-2 of the Exchange Act. (check one):
securities regulatory authority of the review jurisdiction that a
Large accelerated filer ¨
Accelerated filer
¨
receipt or notification of clearance has been issued with respect
Non-accelerated filer þ
Smaller reporting company ¨
hereto.
If applicable, place an X in the box to designate the
4. ¨ After the filing of the next amendment to this form (if
appropriate rule provision relied upon in conducting this
preliminary material is being filed).
transaction:
If any of the securities being registered on this Form F-10
Exchange Act Rule 13e-4(i)
are to be offered on a delayed or continuous basis pursuant to
(Cross-Border Issuer Tender Offer) ¨
the home jurisdiction's shelf prospectus offering procedures,
check the following box. ¨
Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer) ¨

CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Unit(1)

Offering Price(1) Registration Fee(1)
2.500% Notes due 2018 of Barrick Gold Corporation

$650,000,000
100%

$650,000,000
$88,660
4.100% Notes due 2023 of Barrick Gold Corporation
$1,500,000,000
100%
$1,500,000,000
$204,600
5.750% Notes due 2043 of Barrick North America
Finance LLC

$850,000,000
100%

$850,000,000
$115,940
Guarantees of 5.750% Notes due 2043 by Barrick

N/A

N/A

N/A

N/A(2)
Total
$3,000,000,000
$3,000,000,000
$409,200

(1) The notes being registered are offered (i) in exchange for 2.500% Notes due 2018, 4.100% Notes due 2023 and 5.750% Notes
due 2043 previously sold in a transaction exempt from registration under the Securities Act of 1933, as amended, and (ii) upon
certain resales of the notes by broker-dealers. The registration fee has been computed based on the face value of the notes solely
for the purpose of calculating the amount of the registration fee, pursuant to Rule 457 under the Securities Act of 1933.
(2) In accordance with Rule 457(n), no separate fee for the registration of the Guarantees of the 5.750% Notes due 2043 by Barrick
Gold Corporation, which are being registered concurrently, is payable.

The Registrants hereby amend 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.

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Table of Contents
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not be exchanged prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
PRELIMINARY SHORT FORM PROSPECTUS

New Issue
SUBJECT TO COMPLETION, DATED AUGUST 6, 2013

Offer to exchange all outstanding 2.500% Notes due 2018 issued on May 2, 2013, for up to
US$650,000,000 Aggregate Principal Amount of Registered 2.500% Notes due 2018
and
Offer to exchange all outstanding 4.100% Notes due 2023 issued on May 2, 2013, for up to
US$1,500,000,000 Aggregate Principal Amount of Registered 4.100% Notes due 2023
Offer to exchange all outstanding 5.750% Notes due 2043 issued on May 2, 2013, for up to
US$850,000,000 Aggregate Principal Amount of Registered 5.750% Notes due 2043 Unconditionally
Guaranteed by Barrick Gold Corporation

The Initial Notes:
$650,000,000 aggregate principal amount of 2.500% Notes due 2018 (the "Initial 2018 Notes") and $1,500,000,000 aggregate
principal amount of 4.100% Notes due 2023 (the "Initial 2023 Notes") were originally issued by Barrick Gold Corporation
("Barrick") and $850,000,000 aggregate principal amount of 5.750% Notes due 2043 (the "Initial 2043 Notes") were originally
issued by Barrick North America Finance LLC ("BNAF") on May 2, 2013, 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 2018 Notes, the
Initial 2023 Notes and the Initial 2043 Notes together as the "Initial Notes".
The New Notes:
The terms of the new 2018 notes (the "New 2018 Notes"), the new 2023 notes (the "New 2023 Notes") and the new 2043 notes (the
"New 2043 Notes") are substantially identical to the terms of the Initial 2018 Notes, the Initial 2023 Notes and the Initial 2043
Notes, respectively, except that the New 2018 Notes, the New 2023 Notes and the New 2043 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 2018 Notes, the New 2023 Notes and
the New 2043 Notes will evidence the same continuing indebtedness as the Initial 2018 Notes, the Initial 2023 Notes and the Initial
2043 Notes, respectively. We refer to the New 2018 Notes, the New 2023 Notes and the New 2043 Notes together as the "New
Notes". We refer to the Initial 2018 Notes and the New 2018 Notes together as the "2018 Notes", the Initial 2023 Notes and the New
2023 Notes together as the "2023 Notes" and the Initial 2043 Notes and the New 2043 Notes together as the "2043 Notes" and the
Initial Notes and the New Notes together as the "Notes".
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All dollar amounts in this prospectus are in United States dollars, unless otherwise indicated. See "Exchange Rate
Information".
See "Risk Factors" beginning on page 5 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 2018 Notes for New 2018 Notes and Initial 2023 Notes for New 2023 Notes and BNAF's offer to
exchange Initial 2043 Notes for New 2043 Notes will be open until 5:00 p.m., New York City time, on , 2013, unless Barrick and
BNAF extend 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."
The earnings coverage ratios of Barrick for the 12 months ended December 31, 2012, and June 30, 2013 are less than
one-to-one. See "Earnings Coverage."
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 5.
Barrick is permitted to prepare this prospectus in accordance with Canadian disclosure requirements. Prospective
investors should be aware that such requirements are different from those of the United States. Financial statements included
or incorporated herein, if any, have been prepared in accordance with Canadian disclosure requirements, and may be subject
to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United
States companies.
Owning the debt securities may subject you to tax consequences both 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
BNAF 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 registrants or their respective
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 , 2013.
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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
We are only responsible for 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, and we take no responsibility for any other
information that others may give you. 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. 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 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 or BNAF, as applicable, in each case without any of its subsidiaries.
Unless the context requires otherwise, "we", "us" and "our" refer to Barrick and its subsidiaries, including BNAF.
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TABLE OF CONTENTS

Page

Page
INCORPORATION OF CERTAIN DOCUMENTS BY
USE OF PROCEEDS

16
REFERENCE

i
CONSOLIDATED CAPITALIZATION

16
WHERE YOU CAN FIND MORE INFORMATION

iii
CONSOLIDATED RATIO OF EARNINGS TO FIXED
NOTE REGARDING FORWARD-LOOKING
CHARGES

16
STATEMENTS

iv EARNINGS COVERAGE

17
NOTICE REGARDING PRESENTATION OF
MINERAL RESERVE AND MINERAL
DESCRIPTION OF THE NOTES AND
RESOURCE ESTIMATES
GUARANTEES

18

v

EXCHANGE RATE INFORMATION
U.S. FEDERAL INCOME TAX CONSIDERATIONS 40

v

ENFORCEABILITY OF CERTAIN CIVIL
CANADIAN FEDERAL INCOME TAX
LIABILITIES
CONSIDERATIONS

41

v

SUMMARY OF TERMS OF THE EXCHANGE
PLAN OF DISTRIBUTION

42
OFFER

1
EXPERTS

43
RISK FACTORS

5
INTERESTS OF QUALIFIED PERSONS

43
BARRICK

7
VALIDITY OF NOTES AND GUARANTEES

43
BNAF

7
DOCUMENTS FILED AS PART OF THE
EXCHANGE OFFER
REGISTRATION STATEMENT

44

8

This prospectus incorporates by reference documents that contain important business and financial information about
Barrick and BNAF 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, Suite
3700, 161 Bay Street, P.O. Box 212, Toronto, 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 , 2013.
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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, 2013, for the year ended December 31, 2012 (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, 2013 (the "Form 40-F"));

(b) The annual audited consolidated financial statements of Barrick for the year ended December 31, 2012, including
consolidated balance sheets as at December 31, 2012 and December 31, 2011 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,
2012, 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, 2012 (incorporated by

reference to Exhibit 99.4 to the Form 40-F);

(d) The management proxy circular of Barrick dated March 18, 2013, in connection with the annual meeting of Barrick's

shareholders held on April 24, 2013 (incorporated by reference to Exhibit 99.1 to Barrick's Form 6-K (Commission File
No. 001-09059), furnished to the Commission on March 26, 2013);

(e) The interim unaudited consolidated financial statements of Barrick for the three- and six-month periods ended June 30,
2013, including consolidated balance sheets as at June 30, 2013 and December 31, 2012, the consolidated statements of
income, comprehensive income and cash flow for each of the three- and six-month periods ended June 30, 2013 and

June 30, 2012, and consolidated statement of changes in equity for the six-month periods ended June 30, 2013 and June 30,
2012 and 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 August 2, 2013);*

(f)
The management's discussion and analysis of Barrick for the three- and six-month periods ended June 30, 2013

(incorporated by reference to Exhibit 99.1 to Barrick's Form 6-K (Commission File No. 001-09059), furnished to the
Commission on August 2, 2013);

(g) The material change report of Barrick dated May 13, 2013, regarding the pricing and closing of the Initial Notes of Barrick

and BNAF (incorporated by reference to Exhibit 99.1 to Barrick's Form 6-K (Commission File No. 001-09059), furnished
to the Commission on May 13, 2013);

(h) The material change report of Barrick dated May 17, 2013, regarding the announcement of an agreement in principle
between Pueblo Viejo Dominicana Corporation and the Government of the Dominican Republic, concerning amendments to

the Pueblo Viejo Special Lease Agreement (incorporated by reference to Exhibit 99.1 to Barrick's Form 6-K (Commission
File No. 001-09059), furnished to the Commission on May 17, 2013);

(i)
The material change report of Barrick dated June 3, 2013, regarding the receipt by Barrick of a resolution from Chile's
Superintendencia del Medio Ambiente (Chile's environmental agency) that requires the Company to complete Pascua-
Lama's water management system in accordance with the project's environmental permit before resuming construction

activity in Chile, as well as the imposition of an administrative fine for deviations from certain requirements of the
project's Chilean environmental approval (incorporated by reference to Exhibit 99.1 to Barrick's Form 6-K (Commission
File No. 001-9059), furnished to the Commission on June 3, 2013); and

i
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(j)
The material change report of Barrick dated July 5, 2013, regarding updates to the Pascua-Lama project in Chile and
Argentina with respect to construction re-sequencing, capital expenditures and impairment testing (incorporated by

reference to Exhibit 99.1 to Barrick's Form 6-K (Commission File No. 001-09059), furnished to the Commission on
July 5, 2013).

*
The interim unaudited consolidated financial statements of Barrick for the three- and six-month periods ended
June 30, 2013, have been prepared following the adoption of certain new accounting standards as issued by the
International Accounting Standards Board effective January 1, 2013. These new accounting standards are not
the same accounting standards used to prepare the annual audited consolidated financial statements of Barrick
for the years ended December 31, 2012 and 2011. In addition, the interim unaudited consolidated financial

statements of Barrick for the three- and six-month periods ended June 30, 2013 reflect the impact of
discontinued operations. Please refer to note 2B of the interim unaudited consolidated financial statements of
Barrick for the three- and six-month periods ended June 30, 2013, for details of the impact of these new
accounting standards and discontinued operations on the statements of income and cash flows for the year ended
December 31, 2012.
Any annual information form, annual financial statements (including the auditors' 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 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.

ii
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