Bond Barrick Aurum 6.8% ( US06849RAB87 ) in USD

Barrick Aurum

100 % ⇌

Canada

US06849RAB87 ( in USD )

6.8% per year ( payment 2 times a year)

15/09/2018 - Bond has expired

Prospectus brochure of the bond Barrick Gold US06849RAB87 in USD 6.8%, expired

2 000 USD

500 000 000 USD

06849RAB8

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 US06849RAB87, pays a coupon of 6.8% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/09/2018

The Bond issued by Barrick Aurum ( Canada ) , in USD, with the ISIN code US06849RAB87, 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 US06849RAB87, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-151327-01
Registration No. 333-151327-02
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 12, 2008)
US$1,250,000,000

Barrick North America Finance LLC
US$500,000,000 6.80% Notes due 2018
US$250,000,000 7.50% Notes due 2038
Unconditionally Guaranteed by Barrick Gold Corporation
Barrick Gold Financeco LLC
US$500,000,000 6.125% Notes due 2013
Unconditionally Guaranteed by Barrick Gold Corporation

Interest payable on March 15 and September 15

The 6.80% Notes (the "2018 Notes") of Barrick North America Finance LLC ("BNAF") will mature on September 15, 2018 and the 7.50% Notes (the "2038 Notes") of BNAF will
mature on September 15, 2038. The 6.125% Notes (the "2013 Notes") of Barrick Gold Financeco LLC ("BGF") will mature on September 15, 2013. We refer to the 2018 Notes and
the 2038 Notes issued by BNAF and the 2013 Notes issued by BGF collectively as the "Notes". The effective yield on the 2013 Notes, the 2018 Notes and the 2038 Notes, if held to
maturity, is 6.13%, 6.832% and 7.53% per annum, respectively. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. Notes of any
series may be redeemed, in whole or in part, as described under "Description of the Notes--Optional Redemption". Notes of any series 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--Additional Amounts; Tax Redemption". In addition, upon the
occurrence of both (i) a change of control of Barrick Gold Corporation ("Barrick") and (ii) a downgrade within a specified period of a series of Notes below an investment grade rating
by each of Moody's Investors Service Inc. and Standard & Poor's Ratings Services, the applicable issuer will be required to make an offer to purchase such series of Notes at a price
equal to 101% of its principal amount plus accrued and unpaid interest to the date of repurchase.
The Notes issued by BNAF will be unsecured, unsubordinated obligations of BNAF and will rank equally with BNAF's other unsecured, unsubordinated obligations. The Notes issued
by BGF will be unsecured, unsubordinated obligations of BGF and will rank equally with BGF's other unsecured, unsubordinated obligations. The Notes will be unconditionally and
irrevocably guaranteed by Barrick, which guarantees will be unsecured, unsubordinated obligations of Barrick and will rank equally with Barrick's other unsecured, unsubordinated
obligations.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-1 of this prospectus supplement.
There is currently no market through which the Notes may be sold and purchasers may not be able to resell the Notes purchased under this prospectus supplement. This
may affect the pricing of the Notes in the secondary market, the transparency and availability of trading prices, the liquidity of the Notes and the extent of issuer regulation.

Proceeds to
Underwriting
applicable Issuer,

Price to Public
Commission
before expenses
Per 2018 Note issued by BNAF

99.769%
0.650%
99.119%
Total

US$498,845,000
US$3,250,000
US$495,595,000
Per 2038 Note issued by BNAF

99.643%
0.875%
98.768%
Total

US$249,107,500
US$2,187,500
US$246,920,000
Per 2013 Note issued by BGF

99.978%
0.600%
99.378%
Total

US$499,890,000
US$3,000,000
US$496,890,000
Neither the U.S. Securities and Exchange Commission, the Ontario Securities Commission nor any state or other securities commission has approved or disapproved of the
Notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offence.
We are permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus supplement and the accompanying
prospectus in accordance with Canadian disclosure requirements. Prospective purchasers should be aware that such requirements are different from those of the United
States.
Owning the Notes may subject you to tax consequences both in the United States and Canada. Such tax consequences may not be described fully herein. You should read the
tax discussion beginning on page S-16 of this prospectus supplement.
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, BNAF and BGF and some of the experts named in this prospectus supplement and the accompanying
prospectus are Canadian residents, and a majority of Barrick's assets and the assets of those officers, directors and experts are located outside of the United States.
The underwriters expect to deliver the Notes to purchasers on or about September 11, 2008 through the book-entry facilities of The Depositary Trust Company and its direct and
indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking S.A.
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (1 of 166)11/20/2008 7:44:50 AM

Prospectus Supplement
Joint Bookrunners
Morgan Stanley
J.
P. Morgan

Co-Lead Managers
Deutsche Bank Securities RBC Capital Markets Scotia Capital UBS Investment Bank

Senior Co-Managers
Banc of America Securities LLC Barclays Capital BMO Capital Markets BNP PARIBAS
CIBC World Markets Citi Goldman, Sachs & Co. HSBC Lazard Capital MarketsMerrill Lynch
RBS Greenwich Capital SOCIETE GENERALE

September 8, 2008
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (2 of 166)11/20/2008 7:44:50 AM

Prospectus Supplement
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Important Notice About Information in this Prospectus Supplement and the Accompanying Prospectus

i
Documents Incorporated By Reference

i
Documents Filed as Part of the Registration Statement

iii
Special Note Regarding Forward-Looking Information

iii
Risk Factors

S-1
Recent Developments

S-2
Use of Proceeds

S-2
Consolidated Capitalization

S-3
Selected Consolidated Financial and Operating Information

S-4
Earnings Coverage

S-5
Description of the Notes

S-5
Credit Ratings

S-15
U.S. Federal Income Tax Considerations

S-16
Canadian Federal Income Tax Considerations

S-19
Underwriting

S-20
Legal Matters

S-24
Experts

S-24
Auditors' Consent

S-25

Prospectus

About This Prospectus

3
Where You Can Find More Information

3
Special Note Regarding Forward-Looking Information

5
Barrick

6
BNAF and BGF

6
Use of Proceeds

7
Earnings Coverage

7
Description of Debt Securities and the Guarantees

7
Certain Income Tax Considerations

21
Trading Price and Volume of Common Shares

22
Plan of Distribution

22
Non-GAAP Performance Measures

24
Legal Matters

26
Documents filed as part of the Registration Statement

26
Experts

26
Auditors' Consent

27
Schedule "A" Annual Financial Statements of Barrick Gold Corporation for the year ended December 31, 2007

A-1
Schedule "B" Interim Financial Statements of Barrick Gold Corporation for the three months ended March 31, 2008

B-1
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (3 of 166)11/20/2008 7:44:51 AM

Prospectus Supplement
Table of Contents
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes and also adds to and updates
certain information contained in the accompanying final base shelf prospectus dated June 12, 2008 and the documents incorporated by reference. The
second part is the accompanying final base shelf prospectus, which gives more general information, some of which may not apply to the Notes. The
accompanying final base shelf prospectus is referred to as the "prospectus" in this prospectus supplement.
If the description of the Notes varies between this prospectus supplement and the prospectus, you should rely on the information in this
prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the prospectus. We have
not, and the underwriters 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, and the underwriters are not, making an offer to sell the Notes in
any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus supplement and the
prospectus, as well as information in any document incorporated by reference that we previously filed with the U.S. Securities and Exchange
Commission (the "SEC") or with the Ontario Securities Commission (the "OSC"), is accurate only as of its respective date.
Unless otherwise indicated, references to "$" in this prospectus supplement are to U.S. dollars and references to "Cdn$" in this prospectus supplement
are to Canadian dollars.
In this prospectus supplement, Barrick Gold Corporation will be referred to as "Barrick", Barrick North America Finance LLC will be referred to as
"BNAF" and Barrick Gold Financeco LLC will be referred to as "BGF". "Issuer" refers only to BNAF or BGF in the case of the Notes issued by BNAF
or BGF, 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 and BGF.
Barrick presents its financial statements in U.S. dollars and its primary financial statements are prepared in accordance with United States generally
accepted accounting principles, or U.S. GAAP. Unless otherwise indicated, financial information in this prospectus supplement has been prepared in
accordance with U.S. GAAP and thus may not be comparable to financial data prepared by other Canadian companies.
DOCUMENTS INCORPORATED BY REFERENCE
This prospectus supplement is deemed to be incorporated by reference in the prospectus solely for the purpose of the offering of Notes hereunder.
Other documents are also incorporated or deemed to be incorporated by reference in the prospectus. See "Where You Can Find More Information" in
the prospectus. The documents listed below, which have been filed with or furnished to the SEC and the OSC, are specifically incorporated by reference
in, and form an integral part of, this prospectus supplement and the prospectus:

· the comparative audited consolidated financial statements of Barrick and the notes thereto for the years ended December 31, 2007 and 2006

prepared in accordance with U.S. GAAP, together with the report of the auditors thereon and management's discussion and analysis for the
year ended December 31, 2007, found on pages 25 through 75 of Barrick's 2007 annual report;

· the comparative unaudited interim consolidated financial statements of Barrick and the notes thereto for the six months ended June 30, 2008

and 2007 prepared in accordance with U.S. GAAP, together

i
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (4 of 166)11/20/2008 7:44:51 AM

Prospectus Supplement
Table of Contents
with management's discussion and analysis of financial and operating results for the six months ended June 30, 2008, found on pages 7

through 30 of Barrick's 2008 second quarter report;

· the annual information form of Barrick dated March 27, 2008 for the year ended December 31, 2007;

· the management information circular of Barrick dated March 27, 2008 prepared for the annual and special meeting of Barrick shareholders

held on May 6, 2008, other than the sections entitled "Report on Executive Compensation" and "Performance Graph";

· the material change report of Barrick dated March 3, 2008 regarding Barrick's agreement with Kennecott Explorations (Australia) Ltd., a

subsidiary of Rio Tinto PLC, to purchase its 40% interest in the Cortez Joint Venture in Nevada; and

· the material change report of Barrick dated April 2, 2008 regarding Barrick's Chief Executive Officer taking a leave of absence.
BNAF and BGF will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, without charge, upon
request to the Secretary of Barrick at Brookfield Place, TD Canada Trust Tower, PO 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 supplement and the accompanying prospectus.
Any material change reports (excluding any confidential material change reports), annual financial statements (including the auditors' report thereon),
interim financial statements, management's discussion and analysis and information circulars (other than those sections, if any, in respect of the
downward repricing of options, the composition of the compensation committee of the Barrick board of directors and its report on executive
compensation, and the yearly percentage change in Barrick's cumulative total shareholders' return on publicly traded securities compared with the
cumulative total return of the S&P/TSX Gold Index, the S&P/TSX Composite Index or any other broad equity market index or a published industry or
line-of-business index) that Barrick files with the OSC after the date of this prospectus supplement and prior to the termination of this offering will be
incorporated by reference in this prospectus supplement and the prospectus and will automatically update and supersede information contained or
incorporated by reference in this prospectus supplement or the prospectus. In addition, any report filed or furnished by Barrick, BNAF or BGF with the
SEC pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), or submitted to the SEC
pursuant to Rule 12g3-2(b) under the Exchange Act, after the date of this prospectus supplement and prior to the termination of this offering shall be
deemed to be incorporated by reference into this prospectus supplement and the prospectus and the registration statement of which the prospectus forms
a part, if and to the extent expressly provided in such report.
Any statement contained in this prospectus supplement, the prospectus or in a document incorporated or deemed to be incorporated by reference in this
prospectus supplement or the prospectus shall be deemed to be modified or superseded for the purposes of this prospectus supplement and the
prospectus to the extent that a statement contained in this prospectus supplement or in any subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded shall not
constitute a part of this prospectus supplement or the prospectus 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 purposes 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
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (5 of 166)11/20/2008 7:44:51 AM

Prospectus Supplement
Table of Contents
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
In addition to the documents specified in the accompanying prospectus under "Documents Filed as Part of the Registration Statement," the underwriting
agreement referred to under "Underwriting" will be filed with the SEC as part of the registration statement to which this prospectus supplement relates.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain information contained or incorporated by reference in this prospectus supplement, including any information as to our strategy, plans or future
financial or operating performance, constitutes "forward-looking statements". All statements, other than statements of historical fact, are forward-
looking statements. The words "believe", "expect", "anticipate", "contemplate", "target", "plan", "intend", "continue", "budget", "estimate", "may",
"will", "schedule" 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. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking
statements. Such factors include, but are not limited to: fluctuations in the currency markets (such as the Canadian and Australian dollars versus the U.S.
dollar); fluctuations in the spot and forward price of gold, copper or certain other commodities (such as silver, diesel fuel and electricity); changes in U.
S. dollar interest rates or gold lease rates that could impact the mark-to-market value of outstanding derivative instruments and ongoing payments/
receipts under interest rate swaps and variable rate debt obligations; risks arising from holding derivative instruments (such as credit risk, market
liquidity risk and mark-to-market risk); changes in national and local government legislation, taxation, controls, regulations and political or economic
developments in Canada, the United States, Dominican Republic, Australia, Papua New Guinea, Chile, Peru, Argentina, Tanzania, South Africa,
Pakistan, Russia or Barbados or other countries in which we do or may carry on business in the future; 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 increasing costs associated with mining inputs and labor; the speculative nature of mineral exploration
and development, including the risks of obtaining necessary licenses and permits; diminishing quantities or grades of reserves; adverse changes in our
credit rating; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and hazards associated with the
business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations,
pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks). Many of
these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in
any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future
performance. All of the forward-looking statements made in this prospectus supplement 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 March 27, 2008 for the year ended December 31, 2007, to the "Management's Discussion and Analysis for the year ended December 31,
2007" and to the "Management's Discussion and Analysis for the six months ended June 30, 2008" incorporated by reference herein for a discussion of
some of the factors underlying forward-looking statements.
We disclaim 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.

iii
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (6 of 166)11/20/2008 7:44:52 AM

Prospectus Supplement
Table of Contents
RISK FACTORS
Before making an investment decision, prospective purchasers should carefully consider the risks and uncertainties described below and under the
heading "Risk Factors" in Barrick's annual information form dated March 27, 2008 for the year ended December 31, 2007, 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. Barrick's guarantees of the 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 its guarantees of the Notes. Accordingly, Barrick's guarantees of the Notes will effectively be subordinated to all existing and future
liabilities (including trade payables and indebtedness) of such subsidiaries (except to the extent that each of BNAF and BGF is responsible for making
payments on the Notes issued by it). In the event of an insolvency, liquidation or other reorganization of any such subsidiaries, Barrick's creditors
(including the holders of Barrick's guarantees of the Notes) will have no right to proceed against the assets of such subsidiaries (except to the extent that
holders of Notes issued by BNAF have a right to proceed against BNAF and holders of Notes issued by BGF have a right to proceed against BGF).
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.
No prior public market for the Notes
Prior to this offering, there was no public market for the Notes. BNAF and BGF have been informed by the underwriters that they presently intend to
make a market in the Notes after this offering is completed, as permitted by applicable laws and regulations. The underwriters are not obligated,
however, to make a market in the Notes and any market making may be discontinued at any time at the sole discretion of the underwriters. In addition,
the liquidity of the trading market in the Notes and the market price quoted for the Notes may be adversely affected by changes in the overall market for
debt securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you
cannot be sure that an active trading market will develop for any particular series of Notes or as to the liquidity of any trading market that may develop.
Credit ratings may change adversely affecting the market value of the Notes and our cost of capital
There is no assurance that the credit ratings assigned to a particular series of Notes will remain in effect for any given period of time or that any such
rating will not be revised or withdrawn entirely by a rating agency. Real or anticipated changes in credit ratings assigned to a particular series of Notes
will generally affect the market price of such Notes. In addition, real or anticipated changes in our credit ratings may also affect the cost at which we can
access the capital markets.
Changes in interest rates may cause the value of the Notes to decline
Prevailing interest rates will affect the market price or value of the Notes. The market price or value of any particular series of Notes may decline as
prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.
We may issue additional Notes
Under the terms of the Indenture, we may, from time to time, without notice to, or the consent of, the holders of the Notes of a particular series,
"reopen" such series and issue additional Notes of that series, which Notes will be equal in rank to the Notes of that series in all respects (or in all
respects except for the payment of

S-1
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (7 of 166)11/20/2008 7:44:52 AM

Prospectus Supplement
Table of Contents
interest accruing prior to the issue date of the new Notes of such series or except for the first payment of interest following the issue date of the new
Notes of such series) so that the new Notes of such series may be consolidated with and form a single series with, and have the same terms as to status,
redemption or otherwise as, the Notes of such series offered under this prospectus supplement.
We may be unable to purchase the Notes upon a change of control repurchase event
If we experience a change of control and a particular series of the Notes experiences a specified credit rating decline, we will be required to offer to
purchase such Notes for cash at a price equal to 101% of the principal amount of such Notes plus accrued and unpaid interest to the date of purchase in
order to avoid an event of default under the indenture governing such Notes. See "Description of the Notes--Change of Control Repurchase Event". A
change of control may also give rise to the early termination of our primary bank credit facility. In the event of a change of control and a specified credit
rating decline relating to our debt, we may not have sufficient funds to purchase all of the affected Notes and to repay the amounts owing under our
primary bank credit facility.
RECENT DEVELOPMENTS
On July 18, 2008, Barrick announced the appointment of Greg Wilkins as Executive Vice Chairman following his resignation from the position of
President and Chief Executive Officer. Chairman Peter Munk has been Acting Chief Executive Officer since March 27, 2008 and will continue in this
role until a successor is appointed. The board of directors of Barrick has appointed a committee to conduct a search for Mr. Wilkins' successor.
On July 30, 2008, a wholly-owned subsidiary of Barrick made an offer to acquire all of the issued and outstanding shares of Cadence Energy Inc., an oil
and gas producer in Western Canada, at a price of Cdn$6.75 cash per share, for a total cost of Cdn$410 million. On September 5, 2008, Barrick
announced that it had taken up over 94% of the issued and outstanding shares of Cadence Energy Inc. This acquisition is expected to provide a long
term economic hedge of about one-quarter of our annual direct oil consumption and is intended to mitigate industry-wide energy cost challenges. On
August 6, 2008, Barrick announced that it had entered into a definitive agreement to purchase certain oil and gas assets from Daylight Resources Trust
for Cdn$87.5 million in cash, complementing our long term strategy to economically hedge our oil exposure.
On July 31, 2008, Barrick announced that it had entered into a definitive agreement to sell certain non-core royalties to Royal Gold, Inc. in exchange for
$150 million in cash and a significant reduction of royalties otherwise payable to Royal Gold, Inc. on Barrick's 100%-owned Cortez property. This
transaction rationalizes our non-core royalty portfolio and improves the economics of the Crossroads deposit at the Cortez property.
USE OF PROCEEDS
The estimated net proceeds to BNAF from the sale of the 2018 Notes and the 2038 Notes, after deducting the underwriting commission and estimated
expenses of this offering payable by BNAF, will be approximately $742 million. The estimated net proceeds to BGF from the sale of the 2013 Notes,
after deducting the underwriting commission and estimated expenses of this offering payable by BGF, will be approximately $497 million.
The net proceeds from this offering will first be used to repay amounts owing under our primary bank credit facility. As at the date hereof,
approximately $1,140 million is outstanding under our primary bank credit facility, $990 million of which was drawn down in the first quarter of 2008
in order to partially fund our acquisition of the remaining 40% interest in the Cortez property and $150 million of which was drawn down on September
3, 2008 to fund a portion of the purchase price for our acquisition of Cadence Energy Inc. and for other general corporate purposes. The balance of the
net proceeds will be used for general corporate purposes.

S-2
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (8 of 166)11/20/2008 7:44:52 AM

Prospectus Supplement
Table of Contents
CONSOLIDATED CAPITALIZATION
The following table summarizes the consolidated capitalization of Barrick as at June 30, 2008, on an actual basis and as adjusted to give effect to the
issuance of the Notes, the receipt of the net proceeds from this offering and the anticipated application of the net proceeds from this offering as
described under "Use of Proceeds". This table should be read together with Barrick's comparative unaudited interim financial statements and the notes
thereto for the six months ended June 30, 2008 and the related management's discussion and analysis, which is incorporated by reference in this
prospectus supplement.

As at June 30, 2008

Actual
As Adjusted
(in millions)

(unaudited)
Long-term debt(1)(2)

$ 4,088
$
4,348

Shareholders' equity

Capital stock

13,352

13,352
Retained earnings

2,657

2,657
Accumulated other comprehensive income

245

245

Total shareholders' equity

16,254

16,254

Total capitalization(3)

$20,342
$ 20,602

(1) Long-term debt excludes the current portion of long-term debt, reclamation and closure costs and other liabilities and includes capital leases. Refer to note 20b to Barrick's
comparative audited consolidated financial statements for the year ended December 31, 2007 and note 15b to Barrick's comparative unaudited interim consolidated financial
statements for the six months ended June 30, 2008 for more information regarding Barrick's long-term debt.
(2) On September 3, 2008, we drew an additional $150 million under our primary bank credit facility.
(3) Capitalization is long-term debt plus total shareholders' equity.

S-3
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (9 of 166)11/20/2008 7:44:52 AM

Prospectus Supplement
Table of Contents
SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION
The following table sets forth selected historical financial and operating information of Barrick prepared in accordance with U.S. GAAP (other than in
the case of operating statistics). Such data should be read in conjunction with the comparative audited consolidated financial statements of Barrick for
the three years ended December 31, 2007, along with the notes thereto and the related management's discussion and analysis and the comparative
unaudited interim consolidated financial statements of Barrick for the six months ended June 30, 2008 and 2007, along with the notes thereto and the
related management's discussion and analysis. Barrick's comparative audited consolidated financial statements for the year ended December 31, 2007,
along with the notes thereto and the related management's discussion and analysis and Barrick's comparative unaudited interim consolidated financial
statements for the six months ended June 30, 2008, along with the notes thereto and the related management's discussion and analysis are incorporated
by reference into this prospectus supplement.

Six Months Ended

June 30

Year Ended December 31

2008
2007
2007
2006
2005

(in millions, except percentages and operating statistics)

(unaudited)

Operating Results

Gold sales

$ 3,292
$ 2,090
$ 5,027
$ 4,493
$ 2,348
Copper sales

633

641
1,305
1,137

--
Cost of sales(1)

1,657
1,516
3,184
2,741
1,198
Amortization

505

463
1,004

735

427
Net income

485

396
1,119
1,506

401
Net cash provided by operating activities

1,259

499
1,732
2,122

726
Financial Position

Cash and equivalents

$ 1,934
$ 2,584
$ 2,207
$ 3,043
$ 1,037
Total assets

24,355
20,794
21,951
21,510
6,862
Long-term debt(2)

4,088
3,181
3,153
3,244
1,721
Total shareholders' equity

16,254
14,330
15,256
14,199
3,850
Long-term debt to total shareholders' equity(2)(3)

25.2%
22.2%

20.7%

22.8%
44.7%
Long-term debt to total capitalization(2)(4)(5)

20.1%
18.2%

17.1%

18.6%
30.9%
Operating Statistics

(unaudited)

Gold production (thousands of ounces)(6)

3,600
3,986
8,060
8,643
5,460
Average realized gold price per ounce

$ 909
$ 502
$
619
$
543
$ 439
Gold reserves: proven and probable (thousands of ounces)(6)(7)

N/A
N/A
124,588
123,066
88,591
Copper production (millions of pounds)

174

201

402

367

--
Average realized copper price per pound

$ 3.59
$ 3.13
$
3.19
$
3.06

--
Copper reserves: proven and probable (millions of
pounds)(7)

N/A
N/A
6,203
6,006

--

(1) Exclusive of amortization. Except for the six months ended June 30, 2008 and 2007, which exclude accretion expense, cost of sales includes all costs that are capitalized to
inventory, except for amortization of property, plant and equipment. The amount of amortization from operating segments excluded from cost of sales was $466 million in the six
months ended June 30, 2008, $430 million in the six months ended June 30, 2007, $984 million in 2007, $716 million in 2006 and $409 million in 2005.
(2) Long-term debt excludes the current portion of long-term debt, reclamation and closure costs and other liabilities and includes capital leases. Refer to note 20b to Barrick's
audited comparative consolidated financial statements for the year ended December 31, 2007 and note 15b to Barrick's unaudited comparative consolidated financial statements
for the six months ended June 30, 2008 for more information regarding Barrick's long-term debt.
(3) Equals long-term debt divided by shareholders' equity.
(4) Total capitalization is long-term debt plus shareholders' equity.
(5) Equals long-term debt divided by total capitalization.
(6) Barrick's share.
(7) Mineral reserves ("reserves") have been calculated as at December 31, 2007 in accordance with National Instrument 43-101--Standards of Disclosure for Mineral Projects as
required by Canadian securities regulatory authorities. For United States reporting purposes, Industry Guide 7 (under the Exchange Act), as interpreted by Staff of the SEC,
applies different standards in order to classify mineralization as a reserve. Accordingly, for U.S. reporting purposes, Pueblo Viejo is classified as mineralized material. For a
breakdown of reserves by category and for a more detailed description of the key assumptions, parameters and methods used in calculating Barrick's reserves, see Barrick's most
recent Annual Information Form/Form 40-F on file with Canadian provincial securities regulatory authorities and the SEC.

S-4
http://www.sec.gov/Archives/edgar/data/1435942/000119312508192618/d424b2.htm (10 of 166)11/20/2008 7:44:52 AM

Document Outline

sec.gov
- #1">Prospectus Supplement