Obligation Barrick Aurum 5.95% ( US06849UAD72 ) en USD

Barrick Aurum

105.349 % ▼

Canada

US06849UAD72 ( en USD )

5.95% par an ( paiement semestriel )

14/10/2039

Prospectus brochure de l'obligation Barrick Gold US06849UAD72 en USD 5.95%, échéance 14/10/2039

06849UAD7

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

15/04/2026 ( Dans 65 jours )

Barrick Gold est une société minière multinationale canadienne spécialisée dans l'exploration, l'exploitation et la production d'or, possédant des actifs dans plusieurs pays à travers le monde.

L'Obligation émise par Barrick Aurum ( Canada ) , en USD, avec le code ISIN US06849UAD72, paye un coupon de 5.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2039

L'Obligation émise par Barrick Aurum ( Canada ) , en USD, avec le code ISIN US06849UAD72, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Barrick Aurum ( Canada ) , en USD, avec le code ISIN US06849UAD72, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Short Form Prospectus
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424B3 1 d424b3.htm SHORT FORM PROSPECTUS
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-162974
Registration No. 333-162974-01
SHORT FORM PROSPECTUS

Barrick (PD) Australia Finance Pty Ltd
(ACN 139 909 934)
Offer to exchange all outstanding 4.950% Notes due 2020 issued on October 16, 2009 for up to
US$400,000,000 Aggregate Principal Amount of Registered 4.950% Notes due 2020
and
Offer to exchange all outstanding 5.950% Notes due 2039 issued on October 16, 2009 for up to
US$850,000,000 Aggregate Principal Amount of Registered 5.950% Notes due 2039
Unconditionally Guaranteed by Barrick Gold Corporation

The Initial Notes:
$400,000,000 aggregate principal amount of 4.950% Notes due 2020 (the "Initial 2020 Notes") and $850,000,000 aggregate principal
amount of 5.950% Notes due 2039 (the "Initial 2039 Notes") were originally issued by Barrick (PD) Australia Finance Pty Ltd (ACN
139 909 934) ("BPDAF") on October 16, 2009 in a transaction that was exempt from registration under the 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 2020 Notes and the Initial 2039 Notes together as the "Initial Notes".
The New Notes:
The terms of the new 2020 notes (the "New 2020 Notes") and the new 2039 notes (the "New 2039 Notes") are identical to the terms
of the Initial 2020 Notes and Initial 2039 Notes, respectively, except that the New 2020 Notes and the New 2039 Notes will be
registered under the Securities Act, will not contain restrictions on transfer or provisions relating to additional interest, will bear a
different CUSIP number from the Initial Notes and will not entitle their holders to registration rights. The New 2020 Notes and the
New 2039 Notes will evidence the same continuing indebtedness as the Initial 2020 Notes and the Initial 2039 Notes, respectively. We
refer to the New 2020 Notes and the New 2039 Notes together as the "New Notes". We refer to the Initial 2020 Notes and the New
2020 Notes together as the "2020 Notes", the Initial 2039 Notes and the New 2039 Notes together as the "2039 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:
Our offer to exchange the Initial 2020 Notes for the New 2020 Notes and the Initial 2039 Notes for the New 2039 Notes will be open
until midnight, New York City time, on December 22, 2009, unless we 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 Conditions."
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BPDAF is incorporated under the laws of Australia. Although the issuer described above has appointed Barrick as its agent for service
of process in the Province of Ontario it may not be possible for investors to enforce judgments obtained in the Province of Ontario
against BPDAF.
There is no market through which these securities may be sold and purchasers may not be able to resell securities
purchased under the 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".
We are 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, Canada and Australia. 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, BPDAF is an Australian proprietary limited
company, some of the officers and directors of Barrick and BPDAF, and some of the experts named in this prospectus are
residents outside of the United States, and a majority of Barrick and BPDAF's assets and 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 offense.
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 November 23, 2009.
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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 documented 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 exchange 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 its financial statements are prepared in accordance with
United States generally accepted accounting principles ("U.S. GAAP"). Unless otherwise indicated, financial information in this
prospectus has been prepared in accordance with U.S. GAAP and thus may not be comparable to financial data prepared by other
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, Barrick Gold Corporation will be referred to as either "Barrick" or the "Guarantor" and Barrick
(PD) Australia Finance Pty Ltd will be referred to as "BPDAF". Unless the context requires otherwise, "we", "us" and "our"
refer to Barrick and its subsidiaries, including BPDAF.
UNDER PRESENT AUSTRALIAN LAW, INTEREST AND OTHER AMOUNTS PAID ON NOTES ISSUED BY BPDAF
WILL NOT BE SUBJECT TO AUSTRALIAN INTEREST WITHHOLDING TAX IF THE NOTES ARE ISSUED IN
ACCORDANCE WITH CERTAIN PRESCRIBED CONDITIONS SET OUT IN SECTION 128F OF THE INCOME TAX
ASSESSMENT ACT 1936 (CTH). ONE OF THOSE CONDITIONS IS THAT BPDAF AS THE REGISTRANT MUST NOT
KNOW OR HAVE REASONABLE GROUNDS TO SUSPECT THAT A NOTE, OR AN INTEREST IN A NOTE, WAS BEING,
OR WOULD LATER BE, ACQUIRED DIRECTLY OR INDIRECTLY BY OFFSHORE ASSOCIATES (AS DEFINED IN THE
SECTION "AUSTRALIAN INCOME TAX CONSIDERATIONS") OF THE REGISTRANT, OTHER THAN IN THE CAPACITY
OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OF THE RELEVANT NOTES, OR A
CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR RESPONSIBLE ENTITY OF A REGISTERED SCHEME. SEE
THE SECTION "AUSTRALIAN INCOME TAX CONSIDERATIONS" FOR MORE INFORMATION.

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TABLE OF CONTENTS

Page

Page
INCORPORATION OF CERTAIN DOCUMENTS
SELECTED HISTORICAL CONSOLIDATED
BY REFERENCE

iii
FINANCIAL AND OPERATING INFORMATION
14
WHERE YOU CAN FIND MORE INFORMATION
iv
EARNINGS COVERAGE RATIOS

15
NOTE REGARDING FORWARD-LOOKING
DESCRIPTION OF THE NOTES

16
STATEMENTS

v
U.S. FEDERAL INCOME TAX CONSIDERATIONS
34
NOTICE REGARDING PRESENTATION OF OUR
CANADIAN FEDERAL INCOME TAX
MINERAL RESERVE AND MINERAL
CONSIDERATIONS

36
RESOURCE ESTIMATES

v
AUSTRALIAN INCOME TAX CONSIDERATIONS
37
EXCHANGE RATE INFORMATION

v
PLAN OF DISTRIBUTION

39
ENFORCEABILITY OF CERTAIN CIVIL
EXPERTS

40
LIABILITIES

vi
INTERESTS OF QUALIFIED PERSONS

40
SUMMARY OF TERMS OF THE EXCHANGE
LEGAL MATTERS

40
OFFER

1
SCHEDULE "A" ANNUAL FINANCIAL
RISK FACTORS

4
STATEMENTS OF BARRICK GOLD
BARRICK

5
CORPORATION FOR THE YEAR ENDED
BPDAF

5
DECEMBER 31, 2008

A-1
EXCHANGE OFFER

6
SCHEDULE "B" INTERIM FINANCIAL
USE OF PROCEEDS

12
STATEMENTS OF BARRICK GOLD
CONSOLIDATED RATIO OF EARNINGS TO
CORPORATION FOR THE THREE AND NINE
FIXED CHARGES

12
MONTHS ENDED SEPTEMBER 30, 2009

B-1
CONSOLIDATED CAPITALIZATION

13

This prospectus incorporates by reference documents that contain important business and financial information about
Barrick and BPDAF that is not included in or delivered with this prospectus. These documents are available without charge to
securityholders upon written or oral 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. To obtain timely delivery, holders
of the Initial Notes must request these documents no later than five business before the expiration date. Unless extended the
expiration date is December 22, 2009.

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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 United States 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 30, 2009 (the "Annual Information Form") for the year ended

December 31, 2008.

(b) The annual audited consolidated financial statements of Barrick for the year ended December 31, 2008, including
consolidated balance sheets as at December 31, 2008 and December 31, 2007 and the consolidated statements of income,

cash flows, shareholders' equity and comprehensive income for each of the years in the three-year period ended
December 31, 2008 and related notes, together with the auditors' report thereon.

(c) The management's discussion and analysis of Barrick for the financial year ended December 31, 2008 (the "Annual

Management's Discussion and Analysis").

(d) The management information circular of Barrick dated March 17, 2009, in connection with the annual meeting of Barrick's

shareholders held on April 29, 2009.

(e) The interim unaudited consolidated financial statements of Barrick for the three and nine months ended September 30,
2009, including consolidated balance sheets as at September 30, 2009 and December 31, 2008 and consolidated statements

of income, cash flow, equity and comprehensive income for the three and nine months ended September 30, 2009 and
September 30, 2008 and related notes.

(f)
The management's discussion and analysis of Barrick for the three and nine months ended September 30, 2009 (the

"Interim Management's Discussion and Analysis").

(g) The material change report of Barrick dated March 19, 2009 regarding its entering into an underwriting agreement with

certain underwriters for the issuance by Barrick of $750 million in aggregate principal amount of 6.950% notes due 2019.

(h) The material change report of Barrick dated September 15, 2009 regarding its entering into an underwriting agreement with
certain underwriters for the issuance by Barrick of up to 108,962,500 of its common shares and the planned elimination of

Barrick's fixed price (non-participating) gold contracts and a portion of Barrick's floating spot-price (fully-participating)
gold contracts.

(i)
The material change report of Barrick dated November 2, 2009 regarding the pricing of $1.25 billion in debt securities

comprising of $400 million of 4.95% notes due 2020 and $850 million of 5.95% notes due 2039 issued by BPDAF and
guaranteed by Barrick on October 13, 2009, and the closing of the offering on October 16, 2009.
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 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, any report filed or furnished by Barrick with the Commission pursuant to Section 13(a) or 15(d) of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act") or submitted to the Commission pursuant to Rule 12g3-2(b)
under 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, if and to the extent expressly provided 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 superceding statement need not state that it has modified or
superceded a prior statement or include any information set forth in the document that it modifies or supercedes. The making
of a modifying or superceding

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statement shall not be deemed an admission for any purpose that the modified or superceded 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.
In compliance with the requirements of the SEC, attached hereto as Schedule "A" and Schedule "B", respectively, are the annual
financial statements of Barrick for the year ended December 31, 2008 and the interim financial statements of Barrick for the three and
nine months ended September 30, 2009, in each case revised to include an additional note relating to BPDAF.
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, 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.
Barrick files certain reports with, and furnishes other information to, each of 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") over the Internet at www.sedar.com.
Barrick has filed with the Commission under the Securities Act, a registration statement on Form F-9/F-4 relating to the
securities being offered hereunder and 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 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 our actual financial results, performance or achievements to be
materially different from our 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: the impact of global liquidity and credit availability on

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the timing of cash flows and the values of assets and liabilities based on projected future cash flows; changes in the worldwide price of
gold, copper or certain other commodities (such as silver, fuel and electricity); fluctuations in currency markets; changes in U.S. dollar
interest rates or gold lease rates; risks arising from holding derivative instruments; the ability to successfully complete announced
transactions and integrate acquired assets; legislative, political or economic developments in the jurisdictions in which we carry on
business; operating or technical difficulties in connection with mining or development activities; employee relations; availability and
costs associated with mining inputs and labour; the speculative nature of exploration and development, including the risks of obtaining
necessary licenses and permits and diminishing quantities or grades of reserves; changes in costs and estimates associated with our
projects; adverse changes in our credit rating, level of indebtedness and liquidity; contests over title to properties, particularly title to
undeveloped properties; and the risks involved in the exploration, development and mining business. 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 and to the Annual
Management's Discussion and Analysis and the Interim Management's Discussion and Analysis, 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 OUR 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. For U.S. reporting purposes, as at December 31, 2008, the mineralization at Cerro Casale was
classified as mineralized material and approximately 600,000 ounces of mineralization at Pueblo Viejo (Barrick's 60% interest)
classified as reserves under NI 43-101 were 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 following table sets forth, for each of the periods indicated, the period end noon exchange rate, the average noon exchange
rate and the high and low noon exchange rates of one United States dollar in exchange for Canadian dollars as reported by the Bank of
Canada.

Year ended December 31,

Nine months ended

2008

2007

2006

September 30, 2009
High

Cdn.$1.2969
Cdn.$1.1853
Cdn.$1.1726
Cdn.$
1.3000
Low

Cdn.$0.9719
Cdn.$0.9170
Cdn.$1.0990
Cdn.$
1.0613
Average

Cdn.$1.0660
Cdn.$1.0748
Cdn.$1.1342
Cdn.$
1.1701
Period End

Cdn.$1.2246
Cdn.$0.9881
Cdn.$1.1653
Cdn.$
1.0722
The noon exchange rate on November 20, 2009, as reported by the Bank of Canada for the conversion of United States dollars
into Canadian dollars was $1.00 equals Cdn.$1.0696.

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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 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
We are offering to exchange $400,000,000 aggregate principal amount of Initial 2020 Notes for a like aggregate principal
amount of our New 2020 Notes and $850,000,000 aggregate principal amount of Initial 2039 Notes for a like aggregate principal
amount of our New 2039 Notes, evidencing the same continuing indebtedness as the Initial 2020 Notes and the Initial 2039 Notes,
respectively. In order to exchange your Initial 2020 Notes and/or your Initial 2039 Notes, you must properly tender them and we must
accept your tender. We will exchange all outstanding Initial 2020 Notes and Initial 2039 Notes that are validly tendered and not
validly withdrawn.
Exchange Offer:
We will exchange your Initial 2020 Notes for a like aggregate principal amount of our New
2020 Notes.
We will exchange your Initial 2039 Notes for a like aggregate principal amount of our New
2039 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 ("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 ours.
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 Exchange You will continue to hold Initial Notes that remain subject to their existing transfer
Initial Notes:
restrictions if:

· 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 midnight, New York City time, on
December 22, 2009, 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 2020 Notes will accrue interest at a rate of 4.950% per annum from and including
the last interest payment date on which interest has been paid on the Initial 2020 Notes or, if
no interest has been paid on the Initial 2020 Notes, from the issue date of the Initial 2020
Notes. No additional interest will be paid on Initial 2020 Notes tendered and accepted for
exchange.
The New 2039 Notes will accrue interest at a rate of 5.950% per annum from and including
the last interest payment date on which interest has been paid on the Initial 2039 Notes or, if
no interest has been paid on the Initial 2039 Notes, from the issue date of the Initial 2039
Notes. No additional interest will be paid on Initial 2039 Notes tendered and accepted for
exchange.

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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 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 midnight, 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 midnight, New York City time, on the expiration date.
Acceptance of Initial Notes and
Subject to certain conditions, any and all Initial Notes that are validly tendered in the
Delivery of New Notes:
exchange offer prior to midnight, 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
The exchange of the Initial Notes for the New Notes will not constitute a taxable exchange for
Considerations:
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:
The Bank of New York Mellon is serving as the exchange agent.
Summary of Terms of the New Notes: The terms of the New Notes of each series are 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 (PD) Australia Finance Pty Ltd (ACN 139 909 934)
Notes Offered:
$400,000,000 aggregate principal amount of 4.950% notes due 2020.
$850,000,000 aggregate principal amount of 5.950% notes due 2039.
Interest Rate:
The 2020 Notes will bear interest at the rate of 4.950% per annum.
The 2039 Notes will bear interest at the rate of 5.950% per annum.

2
http://www.sec.gov/Archives/edgar/data/1476272/000119312509241382/d424b3.htm
11/24/2009