Exhibit 99.1     BARRICK GOLD CORPORATION Brookfield Place
TD Canada Trust Tower, Suite 3700
P.O. Box 212 161 Bay Street
Toronto, Ontario
M5J 2S1   ANNUAL
INFORMATION FORM  For the year ended December 31,
2007  Dated
as of March 27, 2008


BARRICK
GOLD CORPORATION
ANNUAL INFORMATION FORM
TABLE OF CONTENTS  GLOSSARY OF
  TERMS
  3FORWARD-LOOKING
  INFORMATION
  7SCIENTIFIC AND
  TECHNICAL INFORMATION
  8GENERAL
  INFORMATION
  8Incorporation
  8Subsidiaries
  9Areas of
  Interest
  9General
  Development of the Business
  9Transactions
  12NARRATIVE
  DESCRIPTION OF THE BUSINESS
  16Regional
  Business Units
  16North
  America
  16Australia
  Pacific
  17Africa
  17South
  America
  17Production
  17Mineral
  Reserves and Mineral Resources
  18Marketing
  and Distribution
  28Employees
  and Labor Relations
  29Competition
  30MATERIAL
  PROPERTIES
  30Goldstrike
  Property
  30Lagunas
  Norte Mine
  36Veladero
  Mine
  40Zaldívar
  Mine
  45EXPLORATION,
  DEVELOPMENT AND BUSINESS DEVELOPMENT
  49ENVIRONMENT
  AND CLOSURE
  52FINANCIAL
  RISK-MANAGEMENT
  54LEGAL MATTERS
  57Government
  Controls and Regulations
  57  i


Legal
  Proceedings
  59RISK FACTORS
  62MANAGEMENTS
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  71CONSOLIDATED
  FINANCIAL STATEMENTS
  71CAPITAL
  STRUCTURE
  71RATINGS
  74MARKET FOR
  SECURITIES
  76MATERIAL
  CONTRACTS
  76TRANSFER
  AGENTS AND REGISTRARS
  77DIVIDEND
  POLICY
  77DIRECTORS AND
  OFFICERS OF THE COMPANY
  78AUDIT
  COMMITTEE
  85Audit
  Committee Mandate
  85Purpose
  85Committee
  Responsibilities
  85Powers
  88Composition
  89Meetings
  89Composition
  of the Audit Committee
  89Participation
  on Other Audit Committees
  91Audit Committee
  Pre-Approval Policies and Procedures
  91External
  Auditor Service Fees
  91CONTROLS AND
  PROCEDURES
  92NON-GAAP
  FINANCIAL MEASURES
  92Total Cash
  Costs
  92Realized
  Price
  95ADDITIONAL
  INFORMATION
  96  ii


GLOSSARY OF TERMS  Assay Analysis to determine the amount or proportion
of the element of interest contained within a sample.  Autoclave
system Oxidation process in which high temperatures and
pressures are applied within a pressurized closed vessel to convert refractory
sulphide mineralization into amenable oxide ore.  Ball
mill A horizontal rotating steel cylinder which grinds
ore to fine particles. The grinding is carried out by the pounding and rolling
of a charge of steel balls carried within the cylinder.  By-product A secondary metal or mineral product that is
recovered along with the primary metal or mineral product during the ore
concentration process.  Carbonaceous Containing carbon or coal, especially shale or other
rock containing small particles of carbon distributed throughout the mass.  Carbon-in-leach
(C-I-L) A process step wherein granular activated carbon
particles much larger than the ground ore particles are introduced into the ore
pulp. Cyanide leaching and precious metals adsorption onto the activated carbon
occurs simultaneously. The loaded activated carbon is mechanically screened to
separate it from the barren pulp, processed to remove the precious metals and
finally prepared for reuse.  Concentrate A processing product containing the valuable ore
mineral from which most of the waste mineral has been eliminated.  Contained
ounces Represents total ounces in a mineral reserve before
reduction to account for ounces not able to be recovered by the applicable
metallurgical process.  Contango The positive difference between the spot market gold
price and the forward market gold price. It is often expressed as an interest
rate quoted with reference to the difference between inter-bank deposit rates
and gold lease rates.  Crushing Breaking of ore from the size delivered from the
mine into smaller and more uniform fragments to be then fed to grinding mills
or to a leach pad.  Cut-off grade The minimum metal grade at which material can be
economically mined and processed (used in the calculation of ore reserves).  Development Work carried out for the purpose of opening up a
mineral deposit. In an underground mine, this includes shaft sinking,
crosscutting, drifting and raising. In an open pit mine, development includes
the removal of overburden and/ or waste rock.  3


Dilution Sub-economic material that is unavoidably included
with the mined ore, lowering the mined grade.  Doré Unrefined gold and silver bullion bars usually
consisting of approximately 90% precious metals that will be further refined to
almost pure metal.  Drift A horizontal tunnel generally driven within or
alongside an orebody and aligned parallel to the long dimension of the ore.  Drift-and-fill A
method of underground mining used for flat-lying mineralization or where ground
conditions are less competent.  Drilling Core:a drilling method that uses a rotating barrel and
an annular-shaped, diamond-impregnated rock-cutting bit to produce cylindrical
rock cores and lift such cores to the surface, where they may be collected,
examined and assayed.  Reverse circulation:adrilling
method that uses a rotating cutting bit within a double-walled drill pipe and
produces rock chips rather than core. Air or water is circulated down to the
bit between the inner and outer wall of the drill pipe. The chips are forced to
surface through the centre of the drill pipe and are collected, examined and
assayed.  Conventional
rotary:a drilling method
that produces rock chips similar to reverse circulation except that the
sample is collected using a single-walled drill pipe. Air or water circulates
down through the center of the drill pipe and returns chips to the surface
around the outside of the pipe.  In-fill:The collection of additional samples between
existing samples, used to provide greater geological detail and to provide more
closely-spaced assay data.  Exploration Prospecting, sampling, mapping, diamond-drilling and
other work involved in locating the presence of economic deposits and
establishing their nature, shape and grade.  Flotation A process by which some mineral particles are
induced to become attached to bubbles and float, and other particles to sink,
so that the valuable minerals are concentrated and separated from the uneconomic
gangue or waste.  Grade The amount of metal in each ton of ore, expressed as
troy ounces per ton or grams per tonne for precious metals and as a percentage
for most other metals.  Grinding
(Milling) Powdering or pulverising of ore, by pressure
or abrasion, to liberate valuable minerals for further metallurgical
processing.  Heap
leaching A process whereby gold is extracted by heaping
broken ore on sloping impermeable pads and continually applying to the heaps a
weak cyanide solution which dissolves the contained gold. The gold-laden
solution is then collected for gold recovery.  4


Lode A mineral deposit, consisting of a zone of veins,
veinlets or disseminations, in consolidated rock as opposed to a placer
deposit.  Long-hole
open stoping A
method of underground mining involving the drilling of holes up to 30 meters or
longer into an ore bearing zone and then blasting a slice of rock which falls
into an open space. The broken rock is extracted and the resulting open chamber
may or may not be filled with supporting material.  Metric
conversion Troy
  ounces
  ×
  31.10348
  =
  GramsTroy
  ounces per short ton
  ×
  34.28600
  =
  Grams
  per tonnePounds
  ×
  0.00045
  =
  TonnesTons
  ×
  0.90718
  =
  TonnesFeet
  ×
  0.30480
  =
  MetersMiles
  ×
  1.60930
  =
  KilometersAcres
  ×
  0.40468
  =
  HectaresFahrenheit
  (°F-32)
  × 5 ̧
  9
  =
  Celsius  Mill A processing facility where ore is finely ground and
thereafter undergoes physical or chemical treatment to extract the valuable
metals. Also the device used to perform grinding (milling).  Mineral
reserve See Narrative Description of the Business  Gold
Mineral Reserves and Mineral Resources.  Mineral
resource See Narrative Description of the Business  Gold
Mineral Reserves and Mineral Resources.  Mining
claim That portion of applicable mineral lands that a
party has staked or marked out in accordance with applicable mining laws to
acquire the right to explore for and exploit the minerals under the surface.  Net
profits interest royalty A royalty based on the profit remaining after
recapture of certain operating, capital and other costs.  Net
smelter return royalty A royalty based on a percentage of valuable minerals
produced with settlement made either in kind or in currency based on the spot
sale proceeds received less all of the offsite smelting, refining and
transportation costs associated with the purification of the economic metals.  Open
pit mine A mine where materials are removed entirely from a
working that is open to the surface.  Ore Rock, generally containing metallic or non-metallic
minerals, which can be mined and processed at a profit.  Orebody A sufficiently large amount of ore that is
contiguous and can be mined economically.  Oxide
ore Mineralized rock in which some of the original minerals
have been oxidized. Oxidation tends to make the ore more amenable to cyanide
solutions so that minute particles of gold will be readily dissolved.  5


Qualified
Person See Scientific and Technical Information.  Reclamation The process by which lands disturbed as a result of
mining activity are modified to support beneficial land use.Reclamation activity may include the removal of buildings,
equipment, machinery and other physical remnants of mining, closure of tailings
storage facilities, leach pads and other mine features, and contouring,
covering and re-vegetation of waste rock and other disturbed areas.  Reclamation
and Closure Costs The cost of reclamation plus other costs,
including without limitation certain personnel costs, insurance, property
holding costs such as taxes, rental and claim fees, and community programs
associated with closing an operating mine.  Recovery
rate A term used in process metallurgy to indicate the
proportion of valuable material physically recovered in the processing of ore.
It is generally stated as a percentage of the material recovered compared to
the total material originally present.  Refining The final stage of metal production in which
impurities are removed from the molten metal.  Refractory
material Mineralized material in which the metal is not
amenable to recovery by conventional cyanide methods without any pre-treatment.
The refractory nature can be due to either silica or sulphide encapsulation of
the metal or the presence of naturally occurring carbons or other constituents
that reduce gold recovery.  Roasting The treatment of sulphide ore by heat and air, or
oxygen enriched air, in order to oxidize sulphides and remove other elements
(carbon, antimony or arsenic).  Shaft A vertical passageway to an underground mine for
ventilation, moving personnel, equipment, supplies and material including ore
and waste rock.  Tailings The material that remains after all economically and
technically recoverable precious metals have been removed from the ore during
processing.  Tailings
storage facility A natural or man-made confined area suitable for
depositing the material that remains after the treatment of ore.  Tons Short tons
(2,000 pounds).  Total
cash costs See Non-GAAP Financial Measures - Total Cash Costs.  6


REPORTING CURRENCY, FINANCIAL AND
RESERVE INFORMATION  All currency amounts
in this Annual Information Form are expressed in United States dollars,
unless otherwise indicated. References to C$ are to Canadian dollars.
References to A$ are to Australian dollars. For Canadian dollars to U.S.
dollars, the average exchange rate for 2007 and the exchange rate at December 31,
2007 were one Canadian dollar per 0.9304 and 1.0120 U.S. dollars, respectively.
For Australian dollars to U.S. dollars, the average exchange rate for 2007 and
the exchange rate at December 31, 2007 were one Australian dollar per
0.8389 and 0.8816 U.S. dollars, respectively.  Barrick Gold Corporation (Barrick or the Company)
prepares its financial statements in accordance with the United States
generally accepted accounting principles (U.S. GAAP). Accordingly, unless
otherwise indicated, financial information in this Annual Information Form is
presented in accordance with U.S. GAAP. The consolidated financial statements
of the Company for the year ended December 31, 2007 (the Consolidated
Financial Statements) are incorporated by reference in this Annual Information
Form. The Consolidated Financial Statements are available electronically from
the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com and from the U.S. Securities and Exchange Commissions (the SEC)
Electronic Document Gathering and Retrieval System (EDGAR) at www.sec.gov.  Mineral reserves have
been calculated in accordance with National Instrument 43-101, as required by
Canadian securities regulatory authorities. For United States reporting
purposes, Industry Guide 7 (under the Securities Exchange Act of 1934), as
interpreted byStaff of the SEC, applies
different standards in order to classify mineralization as a reserve.  For U.S. reporting purposes, as at December 31,
2007, the mineralization at the Pueblo Viejo project was classified as
mineralized material.  In addition, while
the termsmeasured, indicated and inferred mineral resources are required
pursuant to National Instrument 43-101, the SEC does not recognize such terms.
Canadian standards differ significantly from the requirements of the SEC, and
mineral resource information contained herein is not comparable to similar
information regarding mineral reserves disclosed in accordance with the
requirements of the SEC. 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 Barricks mineral resources
constitute or will be converted into reserves.  FORWARD-LOOKING INFORMATION  Certain information contained or incorporated by
reference in this Annual Information Form,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, intends, 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  7


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 Annual Information Form are qualified by these
cautionary statements. Specific reference is made to Narrative Description of
the Business Mineral Reserves and Mineral Resources and Risk Factors and to
the Managements Discussion and Analysis of Financial and Operating Results
for the year ended December 31, 2007 incorporated by reference herein for
a discussion of some of the factors underlying forward-looking statements.  The Company may, from time to time, make oral
forward-looking statements. The Company advises that the above paragraph and
the risk factors described in this Annual Information Form and in the
Companys other documents filed with the Canadian securities commissions and
the SEC should be read for a description of certain factors that could cause
the actual results of the Company to materially differ from those in the oral
forward-looking statements. The Company disclaims any intention or obligation
to update or revise any oral or written forward-looking statements whether as a
result of new information, future events or otherwise, except as required by
applicable law.  SCIENTIFIC AND TECHNICAL INFORMATION  Unless
otherwise indicated, scientific or technical information in this Annual
Information Form relating to mineral reserves or mineral resources is
based on information prepared by employees of Barrick, its joint venture
partners or its joint venture operating companies, as applicable, under the
supervision of, or has been reviewed by,Jacques
McMullen, Senior Vice President, Technical Services of Barrick, Rick Allan,
Senior Director, Mining of Barrick, and Rick Sims, Senior Director, Resources
and Reserves of Barrick.  Scientific or technical information in this Annual
Information Form relating to the geology of particular properties, and the
exploration programs described in this Annual Information Form, are prepared
and/or designed and carried out under the supervision of Robert Krcmarov, Vice
President, Global Exploration of Barrick.  Each of Messrs. McMullen, Allan, Sims and Krcmarov
is a Qualified Person as defined in National Instrument 43-101. A Qualified
Person means an individual who is an engineer or geoscientist with at least
five years of experience in mineral exploration, mine development or operation
or mineral project assessment, or any combination of these, has experience
relevant to the subject matter of the mineral project, and is a member in good
standing of a professional association.  GENERAL INFORMATION  Incorporation  Barrick is a corporation governed by the Business Corporations Act (Ontario)
resulting from the amalgamation, effective July 14, 1984 under the laws of
the Province of Ontario, of Camflo Mines Limited, Bob-Clare Investments Limited
and the former Barrick Resources Corporation. By articles of amendment
effective December 9, 1985, the Company changed its name to American
Barrick Resources Corporation. Effective January 1, 1995, as a result of
an amalgamation with a wholly-owned subsidiary, the Company changed its name
from American Barrick Resources Corporation to Barrick Gold Corporation. On December 7,
2001, in connection with its acquisition of Homestake Mining Company (Homestake),
the Company amended its articles to create a special voting share, which has
special voting rights designed to permit holders of Barrick Gold Inc. (formerly
Homestake Canada Inc.) (BGI) exchangeable shares to vote as a single class
with the holders of Barrick common shares. In connection with its acquisition
of Placer Dome Inc. (Placer Dome), Barrick amalgamated with Placer Dome
pursuant to articles of  8


amalgamation dated May 9, 2006 (see 
Transactions). Barricks head and registered office is located at Brookfield
Place, TD Canada Trust Tower, 161 Bay Street, Suite 3700, Toronto,
Ontario, M5J 2S1.  Subsidiaries  A significant portion of Barricks business is
carried on through its subsidiaries. A chart showing Barricks mines, projects,
related operating subsidiaries, other significant subsidiaries and certain associated
subsidiaries as at March 27, 2008 and their respective locations or
jurisdictions of incorporation, as applicable, is set out at the end of this General
Information section. All subsidiaries, mines and projects referred to in the
chart are 100% owned unless otherwise noted.  Areas of
Interest  A map showing Barricks mining operations and
projects as at March 27, 2008 is set out at the end of this General
Information section.  General
Development of the Business  Barrick entered the gold mining business in 1983 and
is now the largest gold mining company in the world in terms of production,
reserves and market capitalization. The Company has operating mines or projects
in Canada, the United States, Dominican Republic, Australia, Papua New Guinea,
Peru, Chile, Argentina, Pakistan, Russia, South Africa and Tanzania. The
Companys principal products and sources of earnings are gold and copper.  During its first ten years, Barrick focused on
acquiring and developing properties in North America, notably the Companys
flagship Goldstrike property on the Carlin Trend in Nevada. Since 1994, Barrick
has strategically expanded beyond its North American base to ensure growth in
reserves and production, and now also operates in South America, Africa,
Australia, Papua New Guinea, Pakistan and Russia.  Barrick has employed a growth strategy that involves
acquisitions, a district development program and exploration. In 2006, Barrick
completed the acquisition of Placer Dome, which included 12 mines and 4
significant projects.  In connection with
the acquisition of Placer Dome,Barrick completed the sale to Goldcorp Inc. of all of Placer Domes Canadian
properties and operations, including all historic mining, reclamation and
exploration properties, Placer Domes interest in the La Coipa mine in Chile,
and a 40% interest in the Pueblo Viejo project. 
Barrick sold its interest in the South Deep mine, acquired in connection
with the Placer Dome acquisition, in late 2006.For details of Barricks
more recent acquisitions, see Transactions.  Barricks exploration strategy includes both its
district development program and its early stage exploration program.  The district development program involves
focusing exploration on and around existing properties. Through this program,
the Company discovered and brought into production the Goldstrike Underground
mine and related mineral deposits on the Goldstrike property and added
additional resources at several of its operations. In the years leading up to
2003, exploration spending across the mining industry, particularly among
junior companies, was in a state of general decline. During this same period,
Barrick increased its exploration activities and engaged in early stage
exploration in four major areas: Peru, Tanzania, Australia and Chile/Argentina.
This program resulted in the grassroots discovery of the Lagunas Norte deposit
in the Alto Chicama District in Peru in 2002. Barricks exploration program
continues to focus both on areas around our existing mines and early stage
exploration activities in the United States, Canada, Peru, Tanzania, Australia,
Argentina, Chile, Papua New Guinea, Russia, Pakistan and South Africa. For
additional information regarding Barricks exploration programs, see Exploration,
Development and Business Development.  Through a combination of acquisitions and its
exploration program, Barrick has a project pipeline consisting of ten projects
at varying stages of development.  The
successful development of Barricks projects is expected to have a significant
impact on Barricks future operations.Reflecting higher activity at its Reko Diq, Kabanga,
Sedibelo, Cerro Casale and Kainantu projects, Barrickexpects its
2008 project development expenses to increase from 2007.  9


As a result of the continued development of its
projects, in particular, at Pueblo Viejo, Buzwagi and Cortez Hills, Barrick
expects 2008 capital expenditures to increase significantly from 2007.  For 2008, subject to permitting and other
matters, the timing of which is not in Barricks control, Barrick expects to
spend $1.5 - $1.7 billion on capital expenditures for its projects.  For additional information regarding Barricks
projects, see Exploration, Development and Business Development.  In 2005, overall gold production increased from 2004
levels as Barricks Lagunas Norte and Veladero mines commenced operations in
the second half of 2005. In 2006, with its acquisition of Placer Dome, Barrick
produced 8.64 million ounces of gold and 367 million pounds of copper.  Prior to 2006, Barrick did not produce a
significant amount of copper.  In 2007,
Barricks production was 8.06 million ounces of gold and 402 million pounds of
copper, with total cash costs of $350 per ounce and $0.83 per pound,
respectively.  The processing of lower
average ore grades and higher waste stripping contributed to the decrease in
2007 gold production from 2006 (see also Narrative Description of the Business
 Production).  The following table summarizes Barricks interest in
its producing mines and its share of gold production from these mines:  Gold Mines
  
  Ownership(1)
  
  2007
  
  2006(5)(thousands
  of ounces)
  
  (thousands
  of ounces)North
  AmericaGoldstrike
  Property, NevadaGoldstrike
  Open Pit
  
  100
  %
  1,216
  
  1,388Goldstrike
  Underground
  
  100
  %
  413
  
  477Goldstrike
  Property total
  
  
  
  1,629
  
  1,865Eskay Creek
  Mine, British Columbia
  
  100
  %
  68
  
  113Round
  Mountain Mine, Nevada(2)
  
  50
  %
  289
  
  340Hemlo
  Property, Ontario(2)
  
  50
  %
  169
  
  205Marigold
  Mine, Nevada(2)
  
  33
  %
  47
  
  50Bald
  Mountain Mine, Nevada
  
  100
  %
  123
  
  273Cortez Mine,
  Nevada(2, 9)
  
  60
  %
  323
  
  253Turquoise
  Ridge Mine, Nevada (2)
  
  75
  %
  184
  
  180Golden
  Sunlight Mine, Montana
  
  100
  %
  198
  
  93Ruby Hill
  Mine, Nevada(6)
  
  100
  %
  154
  
  Storm Mine,
  Nevada(2, 7)
  
  60
  %
  17
  
  3,201
  
  3,372  10


South
  AmericaVeladero
  Mine, Argentina
  
  100
  %
  473
  
  511Pierina
  Mine, Peru
  
  100
  %
  520
  
  509Lagunas
  Norte Mine, Peru
  
  100
  %
  1,086
  
  1,0842,079
  
  2,104Australia
  PacificPlutonic
  Mine, Western Australia
  
  100
  %
  208
  
  237Darlot Mine,
  Western Australia
  
  100
  %
  120
  
  137Lawlers
  Mine, Western Australia
  
  100
  %
  115
  
  110Kalgoorlie
  Mine, Western Australia (2)
  
  50
  %
  304
  
  338Granny Smith
  Mine, Western Australia
  
  100
  %
  175
  
  295Kanowna
  Mine, Western Australia
  
  100
  %
  362
  
  477Osborne
  Mine, Queensland, Australia
  
  100
  %
  42
  
  30Henty Mine,
  Tasmania
  
  100
  %
  70
  
  68Cowal Mine,
  Central New South Wales, Australia (3)
  
  100
  %
  240
  
  122Porgera
  Mine, Papua New Guinea(2,8)
  
  95
  %
  487
  
  4062,123
  
  2,220AfricaBulyanhulu
  Mine, Tanzania
  
  100
  %
  243
  
  330Tulawaka
  Mine, Tanzania(2)
  
  70
  %
  125
  
  98North Mara
  Mine, Tanzania
  
  100
  %
  237
  
  362South Deep
  Mine, South Africa(2, 4)
  
  50
  %
  
  
  124605
  
  914Other
  
  
  
  52
  
  33Company
  Total
  
  
  
  8,060
  
  8,643  
 (1)
  
  Barricks interest is subject to royalty
  obligations at certain mines.(2)
  
  Barricks proportional share.(3)
  
  The Cowal mine commenced production in
  May 2006.(4)
  
  Barrick sold its interest in the South Deep mine
  in December 2006.(5)
  
  Barricks share of the acquired Placer Dome mines
  production reflects the results from January 20, 2006.(6)
  
  The Ruby Hill mine commenced production in
  February 2007.(7)
  
  The Storm mine commenced production in
  April 2007.(8)
  
  Barrick increased its interest in the Porgera
  mine from 75% to 95% in August 2007.(9)
  
  Barrick increased its interest in the Cortez mine
  from 60% to 100% in March 2008.  11


The following table summarizes Barricks interest in
its principal producing copper mines and its share of copper production from
these mines:  Copper Mines
  
  Ownership
  
  2007
  
  2006(1)(millions of
  pounds)
  
  (millions of
  pounds)Zaldívar
  Mine, Chile
  
  100
  %
  315
  
  308Osborne
  Mine, Queensland, Australia
  
  100
  %
  87
  
  59Company
  Total
  
  
  
  402
  
  367  
 (1)Barricks share of the
acquired Placer Dome mines production reflects the results from January 20,
2006.  See Note 4 Segment Information to the Consolidated Financial
Statements and Managements Discussion and Analysis for the year ended December 31,
2007 (the Managements Discussion and Analysis) for further information on
the Companys operating and geographic segments.  2008 gold production is targeted at approximately
7.6 to 8.1 million ounces at expected average total cash costs of $390 to $415
per ounce.Lower gold production is expected in North America as a result of lower
production at Golden Sunlight and Ruby Hill and the end of production from
Eskay Creek, while production in South America, Australia and Africa is
expected to be similar to 2007 levels.A continuing
trend of industry wide cost pressures from factors such as higher labor costs,
higher energy costs and commodity prices, higher gold price related costs and a
weakening U.S. dollar in addition to the effects, particular to the Company, of
lower by-product silver credits due to the closure of Barricks Eskay Creek
mine, are contributing to higher expected 2008 total cash costs per ounce.2008 copper production is
targeted at approximately 380 to 400 million pounds at expected total cash
costs of approximately $1.15 to $1.25 per pound.Copper
cash costs are expected to be higher than 2007 due principally to higher energy
and higher acid costs.  At December 31, 2007, proven and probable
mineral reserves for Barrick were 124.6 million ounces of gold, with mineral
resources of 50.6 million ounces of measured and indicated gold and 31.9
million ounces of inferred gold. Barrick also had proven and probable mineral
reserves of 6.2 billion pounds of copper, with mineral resources of 5.4 billion
pounds of measured and indicated copper and 15.4 billion pounds of inferred
copper. For a breakdown of Barricks reserves and resources by category, see Narrative
Description of the Business  Mineral Reserves and Mineral Resources.  Transactions  Acquisition
of Additional 20% Interest in Porgera Mine  In August 2007, Barrick acquired an additional 20% interest in the
Porgera mine in Papua New Guinea from Emperor Mines Limited, for cash
consideration of $259 million.  Following
this transaction Barricks interest in the Porgera mine increased from 75% to
95%.  The Government of Papua New Guinea
holds the remaining 5% undivided interest in the Porgera mine.   Barrick has entered into a call option deed
regarding the possible sale of up to a 5% interest to the Government of Papua
New Guinea, for the proportionate acquisition cost paid by Barrick. The call
option deed expires in 2008.  Acquisition
of Arizona Star Resource Corp.  In October 2007, Barrick commenced an offer to acquire the shares of
Arizona Star Resource Corp. (Arizona Star).Barrick concluded its offer
for Arizona Star in December 2007, acquiring an approximate 94% interest
in Arizona Star for cash consideration of approximately $730 million.  In March 2008, Barrick acquired the
remaining shares of Arizona Star by way of a compulsory acquisition.  Arizona Star owns a 51% interest in the Cerro
Casale deposit in the Maricunga district of Region III in Chile.  Kinross Gold Corporation (Kinross) owns the
remaining 49% of the Cerro Casale deposit.  12


Acquisition
of Kainantu Mineral Property and Papua New Guinea Exploration Properties  In December 2007, Barrick completed the acquisition of the Kainantu
mineral property and over 2,900 square kilometres of exploration licenses in
Papua New Guinea from Highlands Pacific Limited for approximately $135 million
in cash (net of $7 million held back pending renewal of certain exploration
licenses).  Acquisition
of Additional 40% Interest in Cortez Property  In March2008, Barrick
acquired an additional 40% interest in the Cortez property from Kennecott
Explorations (Australia) Ltd., a subsidiary of Rio Tinto plc, for consideration
of $1.695 billion in cash, a further $50 million payable if and when an
additional 12 million ounces of contained gold resources are added to Barricks
December 31, 2007 reserve statement for Cortez, and a sliding scale
royalty payable to Rio Tinto on 40% of all Cortez production in excess of 15
million ounces on and after January 1, 2008.  This acquisition consolidates 100% ownership
for Barrick of the existing Cortez mine and the Cortez Hills development
project plus any future potential from the property.  13


14





NARRATIVE DESCRIPTION OF THE BUSINESS  Barrick is engaged
the production and sale of gold, as well as related activities such as
exploration and mine development. 
Barrick also produces some copper and holds interests in a platinum
group metals development project and a nickel development project, both located
in Africa, and a platinum group metals project located in Russia.   Unless otherwise specified, the description
of Barricks business, including products, principal markets, distribution
methods, employees and labor relations contained in this AIF, applies to each
of its regional business units (RBU) (as described below) and Barrick as a
whole.  Regional
Business Units  Barrick has four
RBUs: North America, South America, Australia Pacific, and Africa.  This structure reflects how Barrick manages
its business and how it classifies its operations for planning and measuring
performance. Set out below is a brief description of the mines and projects of
each RBU.  Each region receives direction
from Barricks corporate office, but has responsibility for all aspects of its
business, such as strategy and sustainability of mining operations, including
exploration, production and closure.  In
2007, recognizing the importance of its project pipeline to its long-term
strategy of growing its business, Barrick expanded the capacity of the group
responsible for the development and construction of the projects through the
addition of experienced staff with the necessary specialized skill set
associated with project management. 
Efforts in this regard will continue in 2008 with a number of positions
identified to be added to enhance Barricks capacity to deliver on the
significant project pipeline in the coming years (for additional information
regarding Barricks projects,see Exploration,
Development and Business Development).For details regarding 2007
production for the mines in each RBU, see General Information  General
Development of the Business.  For
additional details regarding each RBUs reserves and resources, see   Mineral
Reserves and Resources.See also Note 4 Segment Information to the
Consolidated Financial Statements and Managements Discussion and Analysis for
the year ended December 31, 2007 (the Managements Discussion and
Analysis) for further financial and other information on the Companys
operating and geographic segments.  North America  Barricks North American operations consist of its
Goldstrike property (a material property for the purposes of this AIF, see Material
Properties  Goldstrike Property), its Cortez property (consisting of the
Cortez mine and Cortez Hills project), its 50% interest in the Round Mountain
mine, its Ruby Hill mine, its Eskay Creek mine, its 50% interest in the Hemlo
property, its 33% interest in the Marigold mine, its Bald Mountain mine, its
Golden Sunlight mine and its 75% interest in the Turquoise Ridge mine. Barricks
North American projects are its 50% interest in the Donlin Creek project and
its 60% interest in the Pueblo Viejo project. 
In March 2008, Barrick acquired the remaining 40% of the Cortez
property (including the Cortez Hills project) (see General Information 
Transactions  Acquisitionof Additional 40% Interest in Cortez Property).  In 2007, the region produced approximately
3.2 million ounces at total cash costs of $370 per ounce.In 2008, the region is expected to produce 3.0 to 3.15
million ounces at total cash costs of $450 to $465 per ounce.  Production is expected to be lower than 2007
primarily due to the mining of lower-grade ore. 
Total cash costs per ounce are expected to be higher in 2008 due to the
impact of lower production; lower silver credits due to the closure of Eskay
Creek; increased labor rates; higher energy costs mainly due to higher oil
prices; and higher royalties and production taxes as a result of higher gold
prices.  16


Australia
Pacific  Barricks Australia Pacific operations consist of
its Cowal mine, its 50% interest in the Kalgoorlie mine, its operating mines
located in the Yilgarn District in Western Australia (Plutonic, Darlot and
Lawlers), its Granny Smith mine, its Henty mine, its Kanowna mine and its
Osborne mine as well as its 95% interest in the Porgera mine and its Kainantu
property, which are in Papua New Guinea. 
During 2007,Barrick acquired an additional 20% interest in the
Porgera mine and acquired the Kainantu mineral property and over 2,900 square
kilometres of exploration licenses in Papua New Guinea (see General
InformationTransactions).In 2007, the region produced approximately 2.1 million ounces at total
cash costs of $452 per ounce.In 2008, the region is expected to produce 1.975 to
2.15 million ounces of gold at total cash costs of $450 to $475 per ounce.  Total cash costs per ounce are expected to be
higher in 2008 due to higher currency hedge rates, higher oil prices, labor
rate increases and higher royalty costs.  Africa  Barricks African operations are its Bulyanhulu
mine, its 70% interest in the Tulawaka mine and its North Mara mine, each in
Tanzania.  Barricks African projects are
its Buzwagi and Kabanga projects, located in Tanzania, and its Sedibelo
project, located in South Africa.The Buzwagi project was approved for construction on August 1,
2007, and is expected to begin production in mid-2009 (see Exploration
Development and Business Development). 
In 2007, Sedibelos pre-feasibility was completed and Acceptance of the
Mining Rights application was received from the Department of Minerals and
Energy (see Exploration Development and Business Development).  The region produced approximately 600,000
ounces of gold in 2007 at total cash costs of $408 per ounce.  In 2008, the region is expected to produce
0.625 to 0.7 million ounces of gold at total cash costs of $380 to $400 per
ounce.  Production is expected to
increase primarily at Bulyanhulu, reflecting the expected resolution of labor
issues, improved equipment availability, and higher ore grades. Total cash
costs per ounce are expected to be lower in 2008, reflecting the increase in
production levels.  South America  The South American RBUs Lagunas Norte mine in Peru,
Veladero mine in Argentina, and its Zaldívar copper mine in Chile are each
material properties for the purposes of this AIF (see Material Properties 
Lagunas Norte, - Veladero, and - Zaldívar) . Its other operation consists of
its Pierina mine in Peru. Barricks South American development projects
consists of the Pascua-Lama project in Chile and Argentina and itsCerro Casale project in Chile, which was acquired in
connection with Barricks acquisition of Arizona Star (see General InformationTransactions).   In 2007, the region produced approximately
2.1 million ounces of gold, at total cash costs of $197 per ounce, and 315
million pounds of copper at total cash costs of $0.70 per pound.In
2008, the South American RBU is expected to produce 1.95 to 2.05 million ounces
of gold at total cash costs of $250 to $270 per ounce.  Production is expected to remain consistent
with 2007, as higher production at Veladero is expected to be offset by lower
production at Pierina.  Total cash costs
per ounce are expected to be higher in 2008, mainly due to higher energy costs,
labor rates and other cost increases.  Production  For the year-ended December 31, 2007, Barrick
produced 8.06 million ounces of gold at average total cash costs of $350 per
ounce and 402 million pounds of copper at average total cash costs of $0.83 per
pound. Barricks2008 gold production is targeted at approximately
7.6 to 8.1 million ounces at expected average total cash costs of $390 to $415
per ounce.Lower gold production is expected in North America as a result of lower
production at Golden Sunlight and Ruby Hill and the end of production from
Eskay Creek, while production in South America, Australia and Africa is
expected to be similar to 2007 levels.  17


A continuing trend of industry wide cost
pressures from factors such as higher labor costs, higher energy costs and
commodity prices, higher gold price related costs and a weakening U.S. dollar
in addition to the effects, particular to the Company, of lower by-product
silver credits due to the closure of Barricks Eskay Creek mine, are
contributing to higher expected 2008 total cash costs per ounce.2008 copper production is
targeted at approximately 380 to 400 million pounds at expected total cash
costs of approximately $1.15 to $1.25 per pound.Copper
cash costs are expected to be higher due principally to higher energy and higher
acid costs.See Forward-Looking
Information.  Mineral
Reserves and Mineral Resources  At December 31, 2007, Barricks total proven
and probable gold mineral reserves were 124.6 million ounces. In aggregate,
Barrick increased its total reserves from year-end 2006 by approximately 1.5
million ounces.  This increase in gold
reserves is a combination of Barrick acquiring approximately 1.2 million
contained ounces of gold reserves in connection with its acquisition of an
additional 20% in its Porgera mine; adding approximately 9.8 million contained
ounces of gold reserves (primarily attributable to additional reserves at
Pueblo Viejo, Pascua Lama, Buzwagi; and Bulyanhulu; and producing 8.06 million
ounces of gold (9.5 million contained ounces) (see - Reconciliation of Mineral
Reserves).  At December 31, 2007,
Barricks total proven and probable copper mineral reserves were 6.2 billion
pounds. During 2007, Barrick produced 402 million pounds of copper (500 million
contained pounds).Barricks 2007 reserves and resources do not include
its recently acquired interest in the Cerro Casale deposit due to insufficient
time, after its acquisition in December 2007, to complete the work
necessary to incorporate this deposit in year-end results (see General InformationTransactions).  In March 2008, Barrick acquired the
remaining 40% interest in the Cortez property (see General InformationTransactions). 
Barricks 2007 reserves and resources do not include the addition of
approximately 4.6 million ounces of gold reserves and 1.4 million ounces of
gold resources acquired with the remaining Cortez interest.  Except as noted below, 2007 reserves have been
calculated using an assumed gold price of $575 (A$750) per ounce, an assumed silver price of $10.75per ounce, an assumed copper price of $2.00per pound and exchange rates of $1.15C$/U.S.$ and $0.77U.S.$/A$.Reserve calculations incorporate current and/or expected mine plans and
cost levels at each property.  Unless otherwise noted, Barricks reserves and resources
have been calculated as at December 31, 2007 in accordance with
definitions adopted by the Canadian Institute of Mining, Metallurgy and
Petroleum and incorporated into National Instrument 43-101 (see Definitions
below). Calculations have been prepared by employees of Barrick, its joint
venture partners or its joint venture operating companies, as applicable, under
the supervision of Jacques McMullen, Senior Vice President, Technical Services,
Rick Allan, Senior Director, Mining, and Rick Sims, Senior Director, Resources
and Reserves.  Such calculations
incorporate then current and/or expected mine plans and cost levels at each
property. Varying cut-off grades have been used depending on the mine, methods
of extraction and type of ore contained in the reserves. Mineral resource metal
grades and material densities have been estimated using industry-standard
methods appropriate for each mineral project with support of various
commercially available mining software packages. For the cut-off grades used in
the calculation of reserves, see   Notes to the Reserves, Resources and
Reconciliation Tables. Barricks normal data verification procedures have been
employed in connection with the calculations. Sampling, analytical and test
data underlying the stated mineral resources and reserves have been verified by
Mr. McMullen, Mr. Allan and/or Mr. Sims, employees under their
supervision, and/or independent Qualified Persons. Verification procedures
include industry-standard quality control practices. For details of data
verification and quality control practices at each material property, see Principal
Regions.  Barrick reports its reserves in accordance with
National Instrument 43-101, as required by Canadian securities regulatory
authorities and, for United States reporting purposes, Industry Guide 7 under
the  18


Securities Exchange Act of 1934, which (as
interpreted by the Staff of the SEC) applies different standards in order to
classify mineralization as a reserve (see Note 7 of the  Notes to the Mineral
Reserves, Resources and Reconciliation Tables).For
U.S. reporting purposes, as at December 31, 2007, the mineralization at
the Pueblo Viejo project was classified as mineralized material.  In addition, while the termsmeasured, indicated
and inferred mineral resources are required pursuant to National Instrument
43-101, the SEC does not recognize such terms. Canadian standards differ
significantly from the requirements of the SEC, and mineral resource
information contained herein is not comparable to similar information regarding
mineral reserves disclosed in accordance with the requirements of the SEC.
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 Barricks mineral resources constitute or will
be converted into reserves.  Although the Company has carefully prepared and
verified the mineral reserve figures presented below and elsewhere in this
Annual Information Form, such figures are estimates, which are, in part, based
on forward-looking information, and no assurance can be given that the
indicated level of mineral will be produced. Estimated reserves may have to be
recalculated based on actual production experience. Market price fluctuations
of gold, copper and silver, as well as increased production costs or reduced
recovery rates, may render the present proven and probable reserves
unprofitable to develop at a particular site or sites. See Risk Factors and Forward-Looking
Information for additional details concerning factors and risks that could
cause actual results to differ from those set out below.  Definitions  A mineral resource
is a concentration or occurrence of diamonds, natural solid inorganic material,
or natural solid fossilized organic material including base and precious
metals, coal, and industrial minerals in or on the Earths crust in such form
and quantity and of such a grade or quality that it has reasonable prospects
for economic extraction. The location, quantity, grade, geological
characteristics and continuity of a mineral resource are known, estimated or
interpreted from specific geological evidence and knowledge. Mineral resources
are sub-divided, in order of increasing geological confidence, into inferred,
indicated and measured categories.  An inferred mineral resource
is that part of a mineral resource for which quantity and grade or quality can
be estimated on the basis of geological evidence and limited sampling and
reasonably assumed, but not verified, geological and grade continuity. The
estimate is based on limited information and sampling gathered through
appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes.  An indicated mineral resource
is that part of a mineral resource for which quantity, grade or quality,
densities, shape and physical characteristics can be estimated with a level of
confidence sufficient to allow the appropriate application of technical and
economic parameters, to support mine planning and evaluation of the economic
viability of the deposit. The estimate is based on detailed and reliable exploration
and testing information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes that are spaced
closely enough for geological and grade continuity to be reasonably assumed.  A measured mineral resource
is that part of a mineral resource for which quantity, grade or quality,
densities, shape, and physical characteristics are so well established that
they can be estimated with confidence sufficient to allow the appropriate
application of technical and economic parameters, to support production
planning and evaluation of the economic viability of the deposit. The estimate
is based on detailed and reliable exploration, sampling and testing information
gathered through appropriate  19


techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough to confirm both geological and
grade continuity.  A
mineral reserve is the economically
mineable part of a measured or indicated mineral resource demonstrated by at
least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic and other relevant
factors that demonstrate, at the time of reporting that economic extraction can
be justified. A mineral reserve includes diluting materials and allowances for
losses that may occur when the material is mined. Mineral reserves are
sub-divided in order of increasing confidence into probable mineral reserves
and proven mineral reserves.  A
probable mineral reserve is the
economically mineable part of an indicated and, in some circumstances, a
measured mineral resource demonstrated by at least a preliminary feasibility
study. This study must include adequate information on mining, processing,
metallurgical, economic and other relevant factors that demonstrate, at the
time of reporting, that economic extraction can be justified.  A proven mineral reserve is the
economically mineable part of a measured mineral resource demonstrated by at
least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic and other relevant
factors that demonstrate, at the time of reporting, that economic extraction is
justified.  20


GOLD
MINERAL RESERVES (1), (3), (4), (7), (10), (11)  PROVEN
  
  PROBABLE
  
  TOTALAs at December 31, 2007
  
  Tons
  
  Grade(8)
  
  Contained ozs(9)
  
  Tons
  
  Grade(8)
  
  Contained ozs(9)
  
  Tons
  
  Grade(8)
  
  Contained ozs(9)Based on attributable ounces
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)NORTH AMERICAGoldstrike Open Pit
  
  64,828
  
  0.119
  
  7,734
  
  30,086
  
  0.148
  
  4,460
  
  94,914
  
  0.128
  
  12,194Goldstrike Underground
  
  2,623
  
  0.493
  
  1,293
  
  4,800
  
  0.293
  
  1,407
  
  7,423
  
  0.364
  
  2,700Goldstrike Property Total
  
  67,451
  
  0.134
  
  9,027
  
  34,886
  
  0.168
  
  5,867
  
  102,337
  
  0.146
  
  14,894Pueblo Viejo (60%)(7)
  
  7,233
  
  0.105
  
  757
  
  121,892
  
  0.094
  
  11,501
  
  129,125
  
  0.095
  
  12,258Cortez (60%)(12)
  
  9,342
  
  0.127
  
  1,186
  
  77,115
  
  0.074
  
  5,698
  
  86,457
  
  0.080
  
  6,884Bald Mountain
  
  73,449
  
  0.025
  
  1,827
  
  54,644
  
  0.023
  
  1,232
  
  128,093
  
  0.024
  
  3,059Turquoise Ridge (75%)
  
  6,239
  
  0.477
  
  2,978
  
  2,190
  
  0.402
  
  880
  
  8,429
  
  0.458
  
  3,858Round Mountain(50%)
  
  30,846
  
  0.022
  
  672
  
  47,271
  
  0.016
  
  770
  
  78,117
  
  0.018
  
  1,442Ruby Hill
  
  18,325
  
  0.050
  
  916
  
  438
  
  0.032
  
  14
  
  18,763
  
  0.050
  
  930Hemlo (50%)
  
  5,771
  
  0.079
  
  456
  
  1,648
  
  0.107
  
  177
  
  7,419
  
  0.085
  
  633Marigold (33%)
  
  14,767
  
  0.021
  
  311
  
  16,339
  
  0.020
  
  320
  
  31,106
  
  0.020
  
  631Golden Sunlight
  
  2,495
  
  0.056
  
  140
  
  
  
  
  
  
  
  2,495
  
  0.056
  
  140Eskay Creek
  
  35
  
  0.457
  
  16
  
  
  
  
  
  
  
  35
  
  0.457
  
  16SOUTH AMERICAPascua-Lama
  
  42,947
  
  0.049
  
  2,113
  
  401,663
  
  0.039
  
  15,865
  
  444,610
  
  0.040
  
  17,978Veladero
  
  30,352
  
  0.030
  
  910
  
  358,093
  
  0.030
  
  10,750
  
  388,445
  
  0.030
  
  11,660Lagunas Norte
  
  12,043
  
  0.051
  
  618
  
  210,133
  
  0.039
  
  8,115
  
  222,176
  
  0.039
  
  8,733Pierina
  
  14,681
  
  0.029
  
  432
  
  25,427
  
  0.025
  
  641
  
  40,108
  
  0.027
  
  1,073AUSTRALIA PACIFICPorgera (95%)(14)
  
  56,639
  
  0.099
  
  5,611
  
  22,421
  
  0.117
  
  2,628
  
  79,060
  
  0.104
  
  8,239Kalgoorlie(50%)
  
  45,859
  
  0.052
  
  2,399
  
  33,553
  
  0.065
  
  2,190
  
  79,412
  
  0.058
  
  4,589Cowal
  
  8,061
  
  0.025
  
  204
  
  73,402
  
  0.036
  
  2,672
  
  81,463
  
  0.035
  
  2,876Plutonic
  
  374
  
  0.158
  
  59
  
  11,737
  
  0.150
  
  1,765
  
  12,111
  
  0.151
  
  1,824Kanowna
  
  4,303
  
  0.184
  
  792
  
  4,571
  
  0.159
  
  727
  
  8,874
  
  0.171
  
  1,519Darlot
  
  2,228
  
  0.124
  
  276
  
  2,980
  
  0.127
  
  379
  
  5,208
  
  0.126
  
  655Granny Smith
  
  1,116
  
  0.108
  
  121
  
  2,333
  
  0.144
  
  337
  
  3,449
  
  0.133
  
  458Lawlers
  
  644
  
  0.085
  
  55
  
  2,555
  
  0.138
  
  352
  
  3,199
  
  0.127
  
  407Henty
  
  
  
  
  
  
  
  626
  
  0.236
  
  148
  
  626
  
  0.236
  
  148Osborne
  
  1,755
  
  0.024
  
  42
  
  2,426
  
  0.016
  
  40
  
  4,181
  
  0.020
  
  82AFRICABulyanhulu
  
  1,299
  
  0.396
  
  515
  
  34,753
  
  0.332
  
  11,528
  
  36,052
  
  0.334
  
  12,043North Mara
  
  22,828
  
  0.100
  
  2,289
  
  13,633
  
  0.096
  
  1,305
  
  36,461
  
  0.099
  
  3,594Buzwagi
  
  144
  
  0.056
  
  8
  
  72,543
  
  0.049
  
  3,585
  
  72,687
  
  0.049
  
  3,593Tulawaka (70%)
  
  300
  
  0.100
  
  30
  
  439
  
  0.449
  
  197
  
  739
  
  0.307
  
  227OTHER
  
  
  
  
  
  
  
  346
  
  0.419
  
  145
  
  346
  
  0.419
  
  145TOTAL
  
  481,526
  
  0.072
  
  34,760
  
  1,630,057
  
  0.055
  
  89,828
  
  2,111,583
  
  0.059
  
  124,588  COPPER MINERAL RESERVES (1),
(3), (4), (7), (11)  PROVEN
  
  PROBABLE
  
  TOTALTons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)Based
  on attributable pounds
  
  (000s)
  
  %
  
  (millions)
  
  (000s)
  
  %
  
  (millions)
  
  (000s)
  
  %
  
  (millions)Zaldívar
  
  221,808
  
  0.566
  
  2,510
  
  328,001
  
  0.537
  
  3,521
  
  549,809
  
  0.548
  
  6,031Osborne
  
  1,755
  
  2.128
  
  75
  
  2,426
  
  2.019
  
  98
  
  4,181
  
  2.065
  
  173TOTAL
  
  223,563
  
  0.578
  
  2,585
  
  330,427
  
  0.548
  
  3,618
  
  553,990
  
  0.560
  
  6,203  See  - Notes to the Mineral
Reserves, Resources and Reconciliation Tables.  21


GOLD MINERAL RESOURCES(1), (2),
(3), (5)  MEASURED (M)
  
  INDICATED (I)
  
  (M) + (I)
  
  INFERREDAs at December 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Contained ozs (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)Based on attributable ounces
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)NORTH
  AMERICAGoldstrike
  Open Pit
  
  20,561
  
  0.052
  
  1,072
  
  13,971
  
  0.051
  
  716
  
  1,788
  
  5,014
  
  0.064
  
  321Goldstrike
  Underground
  
  893
  
  0.431
  
  385
  
  3,236
  
  0.301
  
  974
  
  1,359
  
  2,747
  
  0.371
  
  1,020Goldstrike
  Property Total
  
  21,454
  
  0.068
  
  1,457
  
  17,207
  
  0.098
  
  1,690
  
  3,147
  
  7,761
  
  0.173
  
  1,341Pueblo
  Viejo (60%)
  
  1,407
  
  0.063
  
  89
  
  40,267
  
  0.064
  
  2,566
  
  2,655
  
  7,728
  
  0.062
  
  476Cortez
  (60%) (12)
  
  4,516
  
  0.042
  
  191
  
  41,228
  
  0.046
  
  1,885
  
  2,076
  
  11,604
  
  0.153
  
  1,776Bald
  Mountain
  
  13,000
  
  0.025
  
  331
  
  23,493
  
  0.023
  
  530
  
  861
  
  24,648
  
  0.017
  
  411Turquoise
  Ridge (75%)
  
  1,790
  
  0.407
  
  728
  
  679
  
  0.415
  
  282
  
  1,010
  
  1,500
  
  0.440
  
  660Round
  Mountain (50%)
  
  4,911
  
  0.024
  
  116
  
  11,972
  
  0.021
  
  250
  
  366
  
  15,665
  
  0.015
  
  237Ruby
  Hill
  
  3,067
  
  0.071
  
  217
  
  135
  
  0.207
  
  28
  
  245
  
  6
  
  0.333
  
  2Hemlo
  (50%)
  
  1,357
  
  0.101
  
  137
  
  1,614
  
  0.139
  
  224
  
  361
  
  3,298
  
  0.122
  
  402Marigold
  (33%)
  
  7,000
  
  0.020
  
  137
  
  10,053
  
  0.021
  
  209
  
  346
  
  67,531
  
  0.012
  
  841Golden
  Sunlight
  
  7,346
  
  0.055
  
  404
  
  954
  
  0.049
  
  47
  
  451
  
  48
  
  0.021
  
  1South
  Arturo (60%)
  
  
  
  
  
  
  
  10,757
  
  0.070
  
  752
  
  752
  
  367
  
  0.022
  
  8Donlin
  Creek (50%) (13)
  
  2,378
  
  0.071
  
  169
  
  202,491
  
  0.072
  
  14,499
  
  14,668
  
  25,609
  
  0.068
  
  1,729SOUTH
  AMERICAPascua-Lama
  
  9,965
  
  0.044
  
  439
  
  89,193
  
  0.037
  
  3,321
  
  3,760
  
  15,227
  
  0.037
  
  568Veladero
  
  1,572
  
  0.018
  
  28
  
  25,772
  
  0.018
  
  475
  
  503
  
  96,223
  
  0.012
  
  1,191Lagunas
  Norte
  
  4,740
  
  0.023
  
  109
  
  100,335
  
  0.025
  
  2,535
  
  2,644
  
  52,126
  
  0.027
  
  1,423Pierina
  
  2,775
  
  0.017
  
  47
  
  9,705
  
  0.015
  
  147
  
  194
  
  159
  
  0.025
  
  4AUSTRALIA
  PACIFICPorgera
  (95%) (14)
  
  33,500
  
  0.082
  
  2,747
  
  23,110
  
  0.063
  
  1,452
  
  4,199
  
  10,645
  
  0.093
  
  993Kalgoorlie
  (50%)
  
  1,655
  
  0.055
  
  91
  
  1,180
  
  0.071
  
  84
  
  175
  
  1,212
  
  0.173
  
  210Cowal
  
  
  
  
  
  
  
  23,076
  
  0.035
  
  819
  
  819
  
  9,821
  
  0.029
  
  281Plutonic
  
  64
  
  0.250
  
  16
  
  18,755
  
  0.143
  
  2,688
  
  2,704
  
  4,295
  
  0.192
  
  825Kanowna
  
  2,496
  
  0.149
  
  373
  
  1,822
  
  0.167
  
  304
  
  677
  
  7,515
  
  0.118
  
  887Darlot
  
  460
  
  0.126
  
  58
  
  3,071
  
  0.120
  
  370
  
  428
  
  222
  
  0.180
  
  40Granny
  Smith
  
  560
  
  0.186
  
  104
  
  2,475
  
  0.147
  
  365
  
  469
  
  8,003
  
  0.222
  
  1,775Lawlers
  
  53
  
  0.113
  
  6
  
  6,724
  
  0.167
  
  1,122
  
  1,128
  
  1,923
  
  0.151
  
  291Henty
  
  
  
  
  
  
  
  79
  
  0.165
  
  13
  
  13
  
  73
  
  0.247
  
  18Osborne
  
  1,425
  
  0.025
  
  36
  
  2,177
  
  0.028
  
  61
  
  97
  
  4,760
  
  0.019
  
  89Reko
  Diq (37.5%)
  
  69,757
  
  0.010
  
  679
  
  375,074
  
  0.008
  
  3,062
  
  3,741
  
  1,417,219
  
  0.007
  
  10,490AFRICABulyanhulu
  
  
  
  
  
  
  
  1,516
  
  0.427
  
  647
  
  647
  
  10,253
  
  0.459
  
  4,704North
  Mara
  
  6,534
  
  0.062
  
  402
  
  6,003
  
  0.066
  
  399
  
  801
  
  1,416
  
  0.069
  
  98Buzwagi
  
  56
  
  0.036
  
  2
  
  19,937
  
  0.030
  
  606
  
  608
  
  947
  
  0.045
  
  43Tulawaka
  (70%)
  
  
  
  
  
  
  
  178
  
  0.281
  
  50
  
  50
  
  53
  
  0.245
  
  13OTHER
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  370
  
  0.295
  
  109TOTAL
  
  203,838
  
  0.045
  
  9,113
  
  1,071,032
  
  0.039
  
  41,482
  
  50,595
  
  1,808,227
  
  0.018
  
  31,936  COPPER MINERAL RESOURCES(1), (2),
(3), (5)  MEASURED (M)
  
  INDICATED (I)
  
  (M) + (I)
  
  INFERREDAs at December 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)Based on attributable pounds
  
  (000s)
  
  (%)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)Zaldívar
  
  27,104
  
  0.477
  
  258
  
  71,247
  
  0.431
  
  614
  
  873
  
  176,453
  
  0.510
  
  1,801Osborne
  
  1,425
  
  2.214
  
  63
  
  2,177
  
  1.782
  
  78
  
  141
  
  4,760
  
  1.440
  
  137Reko
  Diq (37.5%)
  
  69,757
  
  0.528
  
  737
  
  375,074
  
  0.480
  
  3,601
  
  4,337
  
  1,417,219
  
  0.474
  
  13,427TOTAL
  
  98,286
  
  0.538
  
  1,058
  
  448,498
  
  0.479
  
  4,292
  
  5,351
  
  1,598,432
  
  0.481
  
  15,366  See  - Notes to the Mineral
Reserves, Resources and Reconciliation Tables.  22


CONTAINED SILVER WITHIN REPORTED
GOLD RESERVES(A)  IN PROVEN GOLD RESERVES
  
  IN PROBABLE GOLD RESERVES
  
  TOTALFor the year ended Dec. 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Process
  recoveryBased
  on attributable ounces
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  %NORTH
  AMERICAPueblo
  Viejo (60%) (7)
  
  7,233
  
  0.67
  
  4,828
  
  121,892
  
  0.54
  
  65,551
  
  129,125
  
  0.55
  
  70,379
  
  86.6
  %Eskay
  Creek
  
  35
  
  25.60
  
  896
  
  
  
  
  
  
  
  35
  
  25.60
  
  896
  
  90.3
  %SOUTH
  AMERICAPascua-Lama
  
  42,947
  
  1.77
  
  76,100
  
  401,663
  
  1.63
  
  655,277
  
  444,610
  
  1.64
  
  731,377
  
  78.5
  %Lagunas
  Norte
  
  12,043
  
  0.11
  
  1,377
  
  210,133
  
  0.10
  
  21,007
  
  222,176
  
  0.10
  
  22,384
  
  18.8
  %Veladero
  
  30,352
  
  0.42
  
  12,656
  
  358,093
  
  0.50
  
  178,413
  
  388,445
  
  0.49
  
  191,069
  
  7.0
  %Pierina
  
  14,681
  
  0.25
  
  3,598
  
  25,427
  
  0.20
  
  5,088
  
  40,108
  
  0.22
  
  8,686
  
  40.0
  %AFRICABulyanhulu
  
  1,296
  
  0.23
  
  300
  
  34,753
  
  0.25
  
  8,832
  
  36,049
  
  0.25
  
  9,132
  
  65.0
  %TOTAL
  
  108,587
  
  0.92
  
  99,755
  
  1,151,961
  
  0.81
  
  934,168
  
  1,260,548
  
  0.82
  
  1,033,923
  
  64.1
  %  
 (A)Silver is accounted for as a by-product credit against reported or
projected gold production costs.  CONTAINED COPPER WITHIN REPORTED
GOLD RESERVES(A)  IN PROVEN GOLD RESERVES
  
  IN PROBABLE GOLD RESERVES
  
  TOTALFor the year ended
  Dec. 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Process
  recoveryBased on attributable pounds
  
  (000s)
  
  (%)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)
  
  %NORTH AMERICAPueblo
  Viejo (60%) (7)
  
  7,233
  
  0.125
  
  18.0
  
  121,892
  
  0.097
  
  236.1
  
  129,125
  
  0.098
  
  254.2
  
  88.0
  %SOUTH
  AMERICAPascua-Lama
  
  42,947
  
  0.094
  
  81.0
  
  401,663
  
  0.072
  
  581.5
  
  444,610
  
  0.074
  
  662.5
  
  57.7
  %AFRICABuzwagi
  
  144
  
  0.148
  
  0.4
  
  72,543
  
  0.121
  
  174.9
  
  72,687
  
  0.121
  
  175.3
  
  77.6
  %Bulyanhulu
  
  1,296
  
  0.441
  
  11.4
  
  34,753
  
  0.611
  
  424.7
  
  36,049
  
  0.605
  
  436.1
  
  85.0
  %TOTAL
  
  51,620
  
  0.107
  
  110.9
  
  630,851
  
  0.112
  
  1,417.2
  
  682,471
  
  0.112
  
  1,528.1
  
  72.8
  %  
 (A)Copper is
accounted for as a by-product credit against reported or projected gold
production costs.  CONTAINED ZINC WITHIN REPORTED
GOLD RESERVES(A)  IN PROVEN GOLD RESERVES
  
  IN PROBABLE GOLD RESERVES
  
  TOTALFor the year ended
  Dec. 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Process
  recoveryBased on attributable pounds
  
  (000s)
  
  (%)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)
  
  %NORTH AMERICAPueblo
  Viejo (60%) (7)
  
  7,233
  
  0.794
  
  114.9
  
  121,892
  
  0.623
  
  1,518.1
  
  129,125
  
  0.632
  
  1,633.0
  
  83.2
  %  
 (A)Zinc is
accounted for as a by-product credit against reported or projected gold
production costs.  23


CONTAINED SILVER WITHIN
REPORTED GOLD RESOURCES  MEASURED (M)
  
  INDICATED (I)
  
  (M) + (I)
  
  INFERREDFor the year ended Dec. 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Ounces (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)Based on attributable ounces
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)NORTH
  AMERICAEskay
  Creek
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Pueblo
  Viejo (60%)
  
  1,407
  
  0.40
  
  567
  
  40,267
  
  0.36
  
  14,303
  
  14,870
  
  7,728
  
  0.46
  
  3,548SOUTH
  AMERICALagunas
  Norte
  
  3,320
  
  0.07
  
  222
  
  55,193
  
  0.07
  
  4,107
  
  4,329
  
  18,470
  
  0.03
  
  606PascuaLama
  
  9,965
  
  0.60
  
  6,001
  
  89,193
  
  0.52
  
  46,171
  
  52,172
  
  15,227
  
  0.72
  
  11,039Pierina
  
  2,775
  
  0.32
  
  879
  
  9,705
  
  0.31
  
  2,992
  
  3,871
  
  159
  
  0.12
  
  19Veladero
  
  1,572
  
  0.47
  
  737
  
  25,772
  
  0.43
  
  10,988
  
  11,725
  
  96,223
  
  0.39
  
  37,364AFRICABulyanhulu
  
  
  
  
  
  
  
  1,516
  
  0.29
  
  442
  
  442
  
  10,253
  
  0.38
  
  3,899TOTAL
  
  19,039
  
  0.44
  
  8,406
  
  221,646
  
  0.36
  
  79,003
  
  87,409
  
  148,060
  
  0.38
  
  56,475  CONTAINED COPPER WITHIN
REPORTED GOLD RESOURCES  IN
  MEASURED (M) GOLD RESOURCES
  
  IN
  INDICATED (I) GOLD RESOURCES
  
  (M) + (I)
  
  INFERREDFor the year ended Dec. 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)Based on attributable pounds
  
  (000s)
  
  (%)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)NORTH AMERICAPueblo
  Viejo (60%)
  
  1,407
  
  0.078
  
  2.2
  
  40,267
  
  0.070
  
  56.5
  
  58.7
  
  7,728
  
  0.046
  
  7.1SOUTH
  AMERICAPascua-Lama
  
  9,965
  
  0.064
  
  12.8
  
  89,193
  
  0.063
  
  112.8
  
  125.6
  
  15,227
  
  0.029
  
  8.9AFRICABuzwagi
  
  56
  
  0.065
  
  0.1
  
  19,937
  
  0.090
  
  35.8
  
  35.8
  
  947
  
  0.126
  
  2.4TOTAL
  
  11,428
  
  0.066
  
  15.1
  
  149,397
  
  0.069
  
  205.1
  
  220.1
  
  23,902
  
  0.039
  
  18.4  CONTAINED ZINC WITHIN REPORTED
GOLD RESOURCES  IN
  MEASURED (M)
  
  IN
  INDICATED (I) GOLD RESOURCES
  
  (M) + (I)
  
  IN
  INFERRED GOLD RESOURCESFor the year ended Dec. 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)Based on attributable ounces
  
  (000s)
  
  (%)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)NORTH AMERICAPueblo Viejo (60%)
  
  1,407
  
  0.574
  
  16.2
  
  40,267
  
  0.409
  
  329.5
  
  345.6
  
  7,728
  
  0.258
  
  39.8  NICKEL MINERAL RESOURCES  MEASURED (M)
  
  INDICATED (I)
  
  (M) + (I)
  
  INFERREDFor the year ended Dec. 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)
  
  Contained lbs (9)
  
  Tons
  
  Grade (8)
  
  Contained lbs (9)Based on attributable ounces
  
  (000s)
  
  (%)
  
  (millions)
  
  (000s)
  
  (%)
  
  (millions)
  
  (000s)
  
  (000s)
  
  (%)
  
  (millions)AFRICAKabanga (50%)
  
  
  
  
  
  
  
  5,131
  
  2.350
  
  241.2
  
  241.2
  
  21,385
  
  2.800
  
  1,197.5  PLATINUM MINERAL RESOURCES  MEASURED (M)
  
  INDICATED (I)
  
  (M) + (I)
  
  INFERREDFor the year ended Dec. 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Ounces (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)Based on attributable ounces
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)RUSSIAFedorova (50%)
  
  
  
  
  
  
  
  31,231
  
  0.01
  
  262
  
  262
  
  51,873
  
  0.01
  
  312  PALLADIUM MINERAL RESOURCES  MEASURED (M)
  
  INDICATED (I)
  
  (M) + (I)
  
  INFERREDFor the year ended Dec. 31, 2007
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)
  
  Ounces (9)
  
  Tons
  
  Grade (8)
  
  Contained ozs (9)Based on attributable ounces
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)
  
  (000s)
  
  (000s)
  
  (oz/ton)
  
  (000s)RUSSIAFedorova (50%)
  
  
  
  
  
  
  
  31,231
  
  0.03
  
  1,073
  
  1,073
  
  51,873
  
  0.03
  
  1,308  See  - Notes
to the Mineral Reserves, Resources and Reconciliation Tables.  24


Reconciliation
of Mineral Reserves(1,7,10,11)Based on
attributable ounces  Gold
  Property (000s of ounces)(9)
  
  Mineral Reserves
  12/31/2006(6)
  
  Processed in
  2007
  
  Increase
  (decrease)
  
  Mineral Reserves12/31/2007(4)NORTH AMERICAGoldstrike Open Pit
  
  13,122
  
  1,424
  
  496
  
  12,194Goldstrike Underground
  
  2,834
  
  460
  
  326
  
  2,700Goldstrike Property Total
  
  15,956
  
  1,884
  
  822
  
  14,894Pueblo Viejo (60%)(7)
  
  10,873
  
  
  
  1,385
  
  12,258Cortez (60%)(12)
  
  6,691
  
  484
  
  677
  
  6,884Bald Mountain
  
  3,457
  
  153
  
  -245
  
  3,059Turquoise Ridge (75%)
  
  3,443
  
  196
  
  611
  
  3,858Round Mountain(50%)
  
  1,952
  
  300
  
  -210
  
  1,442Ruby Hill
  
  1,080
  
  225
  
  75
  
  930Hemlo (50%)
  
  718
  
  179
  
  94
  
  633Marigold (33%)
  
  708
  
  48
  
  -29
  
  631Golden Sunlight
  
  376
  
  251
  
  15
  
  140Eskay Creek
  
  103
  
  86
  
  -1
  
  16South Arturo
  
  
  
  
  
  
  
  Donlin Creek (50%) (13)
  
  
  
  
  
  
  
  SOUTH AMERICAPascua-Lama
  
  16,988
  
  
  
  990
  
  17,978Veladero
  
  11,368
  
  529
  
  821
  
  11,660Lagunas Norte
  
  8,804
  
  1,368
  
  1,297
  
  8,733Pierina
  
  1,209
  
  607
  
  471
  
  1,073AUSTRALIA PACIFICPorgera (95%) (14)
  
  7,067
  
  596
  
  1,768
  
  8,239Kalgoorlie (50%)
  
  5,090
  
  352
  
  -149
  
  4,589Cowal
  
  3,187
  
  299
  
  -12
  
  2,876Plutonic
  
  2,247
  
  231
  
  -192
  
  1,824Kanowna
  
  1,924
  
  397
  
  -8
  
  1,519Darlot
  
  768
  
  127
  
  14
  
  655Granny Smith
  
  690
  
  200
  
  -32
  
  458Lawlers
  
  426
  
  120
  
  101
  
  407Henty
  
  197
  
  77
  
  28
  
  148Osborne
  
  155
  
  53
  
  -20
  
  82Reko Diq (37.5%)
  
  
  
  
  
  
  
  AFRICABulyanhulu
  
  11,185
  
  295
  
  1,153
  
  12,043North Mara
  
  3,276
  
  275
  
  593
  
  3,594Buzwagi
  
  2,640
  
  
  
  953
  
  3,593Tulawaka (70%)
  
  330
  
  133
  
  30
  
  227OTHER
  
  158
  
  20
  
  7
  
  145TOTAL
  
  123,066
  
  9,485
  
  11,007
  
  124,588  Copper
  
  Mineral Reserves
  
  Processed in
  
  Increase
  
  Mineral ReservesProperty(million pounds)(9)
  
  12/31/2006 (6)
  
  2007
  
  (decrease)
  
  12/31/2007 (4)Zaldivar
  
  5,690
  
  409
  
  750
  
  6,031Osbone
  
  316
  
  92
  
  -51
  
  173TOTAL
  
  6,006
  
  501
  
  698
  
  6,203  25


Notes to the Mineral Reserves, Resources
and Reconciliation Tables  (1)
  
  Reflects Barricks ownership
  share where ownership interest is less than 100%.(2)
  
  These mineral resources are
  in addition to mineral reserves. Mineral resources that are not mineral
  reserves do not have demonstrated economic viability when calculated using
  mineral reserve assumptions.(3)
  
  Mineral reserves and
  resources have been calculated as at December 31, 2007.(4)
  
  Mineral reserves have been
  calculated as at December 31, 2007using
  an assumed gold price of $575 (A$750) per ounce, an assumed silver price of
  $10.75 per ounce, an assumed copper price of $2.00 per pound and exchange
  rates of $1.15 C$/$U.S. and $0.77 $U.S./A$. These assumed metal prices
  reflect the approximate prior 3 year average spot price of such metals.
  Reserve calculations incorporate current and/or expected mine plans and cost
  levels at each property.(5)
  
  Resources as at
  December 31, 2007 have been estimated using varying cut-off grades,
  depending on both the type of mine, its maturity and ore type at each
  property. An assumed gold price of $650 (A$845) per ounce, an assumed silver price of
  $11.50 per ounce and an assumed copper price of $2.25 per pound have been
  used in estimating resources.(6)
  
  Mineral reserves have been
  calculated as at December 31, 2006using
  an assumed gold price of $475 (A$640) per ounce, a silver price of $8.50 per
  ounce, a copper price of $1.50 per pound and exchange rates of $1.21 C$/$U.S.
  and $0.74 $U.S./A$. Reserves at the Kalgoorlie property assumed a gold price
  of $500 (A$675) per ounce. Copper reserves at the Osborne property assumed a
  copper price of $1.75 per pound. Reserve calculations incorporate current and/or
  expected mine plans and cost levels at each property.(7)
  
  Mineral reserves have been
  calculated in accordance with National Instrument 43-101, as required by
  Canadian securities regulatory authorities. For United States reporting
  purposes, Industry Guide 7 (under the Securities Exchange Act of 1934), as
  interpreted byStaff of the SEC, applies different
  standards in order to classify mineralization as a reserve. For U.S.
  reporting purposes, as at December 31, 2007, the mineralization at the
  Pueblo Viejo project was classified as mineralized material. In addition,
  while the terms measured, indicated and inferred mineral resources are required
  pursuant to National Instrument 43-101, the SEC does not recognize such
  terms. Canadian standards differ significantly from the requirements of the
  SEC, and mineral resource information contained herein is not comparable to
  similar information regarding mineral reserves disclosed in accordance with
  the requirements of the SEC. 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
  Barricks mineral resources constitute or will be converted into reserves.(8)
  
  Grade represents an average,
  weighted by reference to tons of ore type where several recovery processes
  apply.(9)
  
  Ounces or pounds, as
  applicable, estimated to be present in the tons of ore which would be mined
  and processed. Mill recovery rates have not been applied in calculating the
  contained ounces or pounds.(10)
  
  Reserves as at December 31, 2007 include stockpile material totaling
  approximately 86.9 million tons, containing approximately 5.7 million ounces.
  Properties at which stockpile material represents more than 5% of the
  reported reserves are as follows:   26


ContainedTons
  
  Grade
  
  OuncesProperty
  
  (000s)
  
  (oz/ton)
  
  (000s)Tulawaka
  
  300
  
  0.100
  
  30Cowal
  
  7,962
  
  0.024
  
  188Kalgoorlie
  
  13,336
  
  0.031
  
  414Lawlers
  
  505
  
  0.073
  
  37Porgera
  
  25,107
  
  0.071
  
  1,781Eskay Creek
  
  30
  
  0.300
  
  9Goldstrike
  
  34,019
  
  0.091
  
  3,093Round Mountain
  
  3,575
  
  0.021
  
  75Golden Sunlight
  
  2,084
  
  0.037
  
  78  (11)The metallurgical recovery
applicable at each property and the cut-off grades used to determine reserves
as at December 31, 2007 are as follows:  MetallurgicalRecovery
  
  Cut-off GradeGold Mine
  
  (%)
  
  (oz/ton)Goldstrike PropertyOpen Pit
  
  83.6
  
  0.050-0.070Underground
  
  90.0
  
  0.218-0.259Pueblo Viejo
  
  92.8
  
  0.057-0.108Cortez
  
  80.3
  
  0.005-0.271Bald Mountain
  
  74.5
  
  0.010-0.104Turquoise Ridge
  
  92.0
  
  0.320-0.363Round Mountain
  
  88.7
  
  0.007-0.028Ruby Hill
  
  74.5
  
  0.010-0.104Hemlo PropertyDavid Bell
  
  93.9
  
  0.205-0.245Williams
  
  93.9
  
  0.027-0.122Marigold
  
  71.9
  
  0.100-0.259Golden Sunlight
  
  71.0
  
  0.025-0.074Eskay Creek
  
  79.2
  
  0.292-1.044Pascua-Lama
  
  82.1
  
  0.025-0.094Veladero
  
  73.9
  
  0.012-0.020Lagunas Norte
  
  65.6
  
  0.011-0.022Pierina
  
  83.3
  
  0.010-0.011Porgera
  
  83.3
  
  0.038-0.131Kalgoorlie
  
  85.3
  
  0.026Cowal
  
  79.5
  
  0.015-0.017Plutonic
  
  89.8
  
  0.108Kanowna
  
  91.3
  
  0.019-0.216Darlot
  
  96.5
  
  0.058-0.118Granny Smith
  
  90.3
  
  0.124  27


Lawlers
  
  95.5
  
  0.087-0.101Henty
  
  92.9
  
  0.164Osborne
  
  76.4
  
  0.036Bulyanhulu
  
  92.0
  
  0.219-0.241North Mara
  
  83.5
  
  0.032-0.039Buzwagi
  
  93.8
  
  0.015-0.018Tulawaka
  
  94.5
  
  0.056-0.158  MetallurgicalRecovery
  
  Cut-off GradeCopper Mine
  
  (%)
  
  (%)Zaldívar
  
  65.3
  
  0.167Osborne
  
  89.6
  
  0.72 -1.25  (12)
  
  Barrick increased its interest in the
  Cortez mine from 60% to 100% in March 2008 (see General Information -
  Transactions).(13)
  
  In December 2007, Barrick increased
  its interest in the Donlin Creek project from 30% to 50%. 2007 resources for
  the Donlin Creek project reflect Barricks 50% interest. 2006 resources for
  the Donlin Creek project reflect Barricks 30% interest.(14)
  
  In August 2007, Barrick increased its
  interest in the Porgera mine from 75% to 95%. 2007 reserves and resources for
  the Porgera mine reflect Barricks 95% interest. 2006 reserves and resources
  for the Porgera mine reflect Barricks 75% interest.  Marketing
and Distribution  Gold  Gold can be
readily sold on numerous markets throughout the world and it is not difficult
to ascertain its market price at any particular time.Benchmark prices are generally based on the
London gold market quotations. Gold bullion is held as an asset class for a
variety of reasons, including as a store of value and safeguard against the
collapse of paper assets such as stocks, bonds and other financial instruments
that are traded in fiat currencies not exchangeable into gold (at a fixed rate)
under a gold standard, hedges against future inflation and portfolio
diversification. Governments, central banks and other official institutions
hold significant quantities of gold as a component of exchange reserves. Due to
the size of the international bullion market and above ground stocks,
individual gold producers or other market participants generally do not
significantly influence pricing or total quantities offered and sold. Since there are a large number of available gold purchasers,
Barrick is not dependent upon the sale of gold to any one customer.  Barricks gold
is currently being refined to market delivery standards by several refiners
throughout the world. The gold can be sold to various gold bullion dealers at
market prices or delivered to meet commitments under gold sale contracts.
Certain of Barricks operations also produce gold concentrate, which is sold to
various smelters. The Company believes that, because of the availability of
alternative smelters or refiners, no material adverse effect would result if
the Company lost the services of any of its current smelters or refiners.  Product fabrication and bullion investment are two
principal sources of gold demand. The introduction of more readily accessible
and more liquid gold investment vehicles (such as gold exchange  28


traded funds) has further facilitated investment in
gold. Within the fabrication category, there are a wide variety of end uses,
the largest of which is the manufacture of jewelry. Other fabrication purposes
include official coins, electronics, miscellaneous industrial and decorative
uses, dentistry, medals and medallions.  Copper  Copper
is a metal with inherent characteristics of excellent electrical conductivity,
heat transfer and resistance to corrosion. Copper is used principally in
telecommunications, automobiles, construction, and in consumer durables. Copper
is traded on the London Metal Exchange (LME), the New York Commodity Exchange
(COMEX) and the Shanghai Futures Exchange (SHFE).  The price of copper as
reported on these exchanges is influenced by numerous factors, including (i) the
worldwide balance of copper demand and supply, (ii) rates of global
economic growth, trends in industrial production and conditions in the housing
and automotive industries, all of which correlate with demand for copper, (iii) economic
growth and political conditions in China, which has become the largest consumer
of refined copper in the world, and other major developing economies, (iv) speculative
investment positions in copper and copper futures, (v) the availability
and cost of substitute materials and (vi) currency exchange fluctuations,
including the relative strength of the U.S. dollar.  The
copper market is volatile and cyclical.  During the past 15 years, COMEX
prices per pound have ranged from a high of $4.076 to a low of 60.4 cents.  Copper
prices traded in a range of $2.37 - $3.77 per pound in 2007, and averaged $3.23
per pound for the year.  In early 2007,
prices declined on concerns about reduced demand from the U.S. and rising
inventories.  However, continued strong
demand from Asia supported prices and labor disruptions limited supply for
short periods of time, resulting in price volatility.  Future copper prices are expected to be
influenced by demand from Asia, global economic performance and production
levels of mines and smelters.  Copper
concentrates produced by the Osborne Mine are sold mainly to smelters in Japan
and South Korea. At the Zaldívar Mine, copper cathode is sold to copper product
manufacturers and copper traders in Europe, North America, South America and
Asia, while concentrate is sold to a local smelter in Chile.  Employees
and Labor Relations  As
at December 31, 2007, excluding contractors, Barrick employed
approximately 15,300 employees worldwide, as well as approximately 2,500 employees
at operations jointly owned by Barrick, substantially all of whom are employed
in the United States, Canada, Australia, Chile, Peru, Argentina, Papua New
Guinea and Tanzania. Unions represent approximately 3,200 persons at the
Companys operations. Generally, management believes that labor relations at
all locations are good.  However, in
2007, Barrick experienced labor disruptions at its Bulyanhulu mine, culminating
in an illegal labor strike in the fourth quarter, resulting in the termination of 1,300 employees.  As a result of the reduced staff levels, the
mine sequencing was revised, impacting the mines ability to access higher-grade
areas and operate the plant at its full capacity.  The mine is in the process of increasing its
staff levels in stages, and expects to return to normal production capacity in
2008.  Despite
generally good labor relations, recent increased demand for skilled workers in
the resource industry has led to high employee turnover at certain of Barricks
operations. This competition for qualified employees may lead to workforce
shortages.  29


Competition  The Company competes with other mining and
exploration companies in connection with the acquisition of mining claims and
leases and in connection with the recruitment and retention of qualified
employees (see  Employees and Labor Relations).  There is significant competition for mining claims
and leases and, as a result, the Company may be unable to continue to acquire
attractive assets on terms it considers acceptable.  MATERIAL PROPERTIES  For the purposes of this Annual Information Form,
Barrick has identified its Goldstrike, Lagunas Norte, Veladero and Zaldívar
mines as material properties. The following is a description of Barricks
material properties.  Goldstrike
Property  General Information  The Goldstrike property is located in Elko and
Eureka Counties in north central Nevada, approximately 40 kilometers north of
the town of Carlin, at an elevation of 1,700 meters in the hilly terrain of the
Tuscarora Mountains. Access to the property is provided by certain access
agreements with Newmont Mining Corporation that allow for the use of various
roads in the area, and a right-of-way issued by the Bureau of Land Management.
Such roads are accessed from Elko, Nevada by traveling west on U.S. Interstate
80 to Carlin, Nevada and then by approximately 40 kilometers of local roads
north of Carlin. The Northern Nevada climate is fairly arid and has little
impact on the mines operations.  PanCana Minerals Ltd. (PanCana) first mined the
property for gold in 1976. In 1978, Western States Minerals Corporation (WSMC)
became the operator in a 50/50 joint venture with PanCana. Barrick acquired a
50% interest and assumed management of the Goldstrike property on December 31,
1986 with the acquisition of WSMCs 50% interest in the property.  It completed the acquisition of 100%
ownership of the property pursuant to a plan of arrangement entered into with
PanCana in January 1987. At the time of acquisition, mining operations on
the property were concentrated on various shallow oxide deposits. The principal
known deposit was the Post surface oxide deposit, which then contained
approximately half a million ounces of gold. The property was operated as an
open pit, heap leach operation. Reserves for the Post deposit were delineated
during 1986 and mining of the Post deposit commenced in 1987. Following
acquisition, two sulphide ore zones were identified (the Betze and Deep Post
deposits). During the first two years after acquisition, a carbon-in-leach mill
and ancillary facilities, as well as a crushing and agglomeration plant
designed to improve recoveries from low grade oxide ore, were constructed. In January 1989,
Barrick announced the four-year Betze Development Plan to develop the Post
oxide and Betze sulphide reserves. The plan, which called for the development
of a large open pit and the expansion of the milling facilities, was completed
in 1993 with the commissioning of the final three of the total of six
autoclaves. The Goldstrike Underground mine (Meikle deposit), which was
discovered in 1989, commenced production in 1996. During 2000, the Company
completed construction of a roaster facility for the treatment of carbonaceous
ore on the property. The roaster increased the propertys processing capacity
by approximately 16,000 tons per day. In 2001, an intensive development program
to bring the Rodeo deposit, part of the Goldstrike Underground mine, into
production was completed and a new ball mill was added to increase autoclave
recovery.  A total of approximately 1,600
employees work at the Goldstrike Open Pit and Goldstrike Underground mines.  30


As of December 31, 2007, the Goldstrike
property comprised approximately 4,197 hectares of surface rights
ownership/control (3,420 hectaresprivate and
778 hectares public), and approximately 3,535 hectares of mineral rights
ownership/control (2,741 hectares private and 794 hectares public).   These rights are owned or controlled through
various forms of patents issued by the United States of America and by ownership
of unpatented mining and millsite claims that are held subject to the paramount
title of the United States of America.   
Patenting is the process that transfers fee simple title from the
federal government to the applicant. The Goldstrike property includes a total
of 298 unpatented mining and millsite claims to control the public
acreage.  The Goldstrike Open Pit and
Goldstrike Underground mines and the majority of the beneficiation and
processing facilities at the Goldstrike property are situated on land owned by
Barrick.  Geology  The property is located on the Carlin trend, one of
North Americas most prolific gold producing areas. The area of the Goldstrike
property consists of folded and faulted Paleozoic sedimentary rocks, which were
intruded by the diorite to granodiorite Goldstrike stock of the Jurassic Age.
Mesozoic folding and thrust faults form important structural traps for the
mineralization in the Betze-Post pit. Tertiary faulting developed ranges and
basins, which were subsequently filled with volcanic and sedimentary rocks
during the Tertiary time. The gold mineralization occurred at the onset of
Tertiary volcanism, approximately 39 million years ago.  The major gold
deposits  Post Oxide, Betze, Rodeo and Meikle  are all hosted in sedimentary
rocks of the Silurian to Devonian ages. The Post Oxide orebody occurs in the
siliceous siltstones, mudstones, argillites and minor limestones of the Rodeo
Creek Formation. Betze and Rodeo are found in the silty limestones and debris
flows of the Popovich Formation. The Meikle deposit occurs in hydrothermal and
solution collapse breccias in the Bootstrap Limestone of the Roberts Mountains
Formation.  The gold at Goldstrike was
carried into the various orebodies by hot hydrothermal fluids, and deposited
with very fine pyrite and silica. Over time, the pyrite oxidized, freeing the
gold and making its extraction relatively easy, as in the Post Oxide deposit.
In the deeper deposits  Betze, Rodeo and Meikle  the gold is still locked up
with the iron sulphide and an additional processing step (autoclaving or
roasting) is required to free the gold.  Processing  The property has two processing facilities: an
autoclave installation, which is used to treat the propertys non-carbonaceous
sulphide (refractory) ore; and the roaster, which is used to treat the propertys
carbonaceous ore (whose active carbon content responds poorly to autoclaving).
The combined design capacity of these two facilities is approximately 33,000 to
35,000 tons per day. These process facilities treat the ore from both the
Goldstrike Open Pit and Goldstrike Underground mines. Gold contained in
recovered ore is processed into doré on-site and shipped to outside refineries
for processing into gold bullion.  All
operations permits have been obtained and are in good standing. In December 2005,
Barrick began operating a 115 megawatt natural gas-fired power plant that
provides a significant portion of Goldstrikes power requirements.In 2007, a modified pressure technology was
successfully tested that will extend the life of the Goldstrike autoclaves by
allowing them to process ore that would have previously been treated at the
roaster facility.  The State of Nevada
imposes a 5% net proceeds tax on the value of all minerals severed in the
State.   This tax is calculated and paid
based on a prescribed net income formula which is different from book income.  31


Environment  The Goldstrike property operating facilities have
been designed to mitigate environmental impacts.  The operations have processes, procedures or
facilities in place to manage substances that have the potential to be harmful
to the environment.  In order to prevent
and control spills and protect water quality, the mine utilizes multiple levels
of spill containment procedures and routine inspection and monitoring of its
facilities.The mine has installed air
pollution control devices on its facilities consistent with and, in some cases,
exceeding legal requirements.The mine also
has various programs to reuse and conserve water at its operations.  In order to mitigate the impact of dust
produced by its operations, the mine uses several different dust suppression
techniques.  In 2007, all activities at
the Goldstrike property were, and continue to be, in compliance in all material
respects with applicable corporate standards and environmental
regulations.The mines operations are
compliant with the requirements of the International Cyanide Management Code.  At December 31, 2007, the recorded amount of
estimated future reclamation and closure costs that were also asset retirement
obligations, as defined in FAS 143 (as described in note 21 to the Consolidated
Financial Statements), for the property was $98 million.  In connection with the reclamation of the
mine area, Barrick has provided the financial security as required by
governmental authorities.  Major
expenditure items covered by the asset retirement obligation are long term care
and monitoring, surface contouring, waste dump closure and process facility
demolition.  See Environment and Closure.  Exploration  In 2007, the exploration and development drilling
program focused on the Banshee underground reserve delineation and Deep North
Post resource delineation projects with positive results.  A total of 20,774 meters of underground and
surface drilling were completed in 2007. 
In 2008, the exploration group expects to focus on the East Banshee
reserve delineation and Deep North Post and West Pit resource delineation
drilling programs.  New drill targets are
expected to be generated by continued relogging and remodeling of the geology
across the property.  Goldstrike Open Pit
Mine  The Goldstrike Open Pit mine is an open pit
truck-and-shovel operation, using standard, proven equipment. It produced
1,215,446 ounces of gold in 2007 at average total cash costs of $355 per ounce.
Based on existing reserves and production capacity, the expected remaining mine
life is approximately 8 years.  Geology  The gold mineralization at Goldstrike Open Pit is
controlled by favorable stratigraphy, structural complexities in the form of
faults and folds, and the contact of the Goldstrike intrusive. The deposit
represents many styles of mineralization occurring within numerous rock types
and alteration assemblages.  The favored
host for gold mineralization is the Popovich Limestone followed by the Rodeo
Creek unit, Goldstrike sill complex and Roberts Mountains Formation.  Some ore occurs below sills, which act as
dams to the ascending hydrothermal fluids. Alteration is characterized by
decalcification of limestone, silicification of all rock types and clay
development in structurally disturbed areas. Overall, the Betze-Post ore zones
extend for 1,829 meters in a northwest direction and average 183 to 244 meters
in width and 122 to 183 meters in thickness.  32


Drilling and Analysis  More than 6,500drill holes
have been completed within and around the Betze-Post deposit.  Approximately 69% of the total drill holes
are reverse circulation and rotary drill holes and the remaining are diamond
core holes.  Drill spacing through the
Betze, West Betze and Screamer deposits is approximately 53 meters and at Post
is 46 meters.  Drill spacing in the North
Screamer and West Barrel deposits is approximately 30 meters.  Almost all of the total drill hole footage
has been sampled on 1.5 meter intervals and assayed for gold by the fire assay
method with cyanide AA finish.  All
assaying is checked and verified under a comprehensive, multi-level quality
assurance and quality control program that includes external laboratory check
assays.  Drill samples collected for use in the geologic
modeling and mineral resource estimation are under the direct supervision of
the geology department at Goldstrike. 
Sample preparation and analyses are conducted by the Barrick Goldstrike
lab and by independent laboratories. 
Procedures are employed to ensure security of samples during their
delivery from the drill rig to the laboratory. 
All drill hole collar, survey and assay information used in modeling and
resource estimation are manually verified and approved by geologic staff prior
to entry into the mine-wide database.  The quality assurance
procedures and assay protocols used in connection with drilling and sampling on
the Goldstrike property conform to industry accepted quality control methods.  Royalties  Most of the property comprising the Goldstrike Open
Pit mine is subject to net smelter return and net profits interest royalties
payable on the valuable minerals produced from the property. The maximum third
party royalties payable on the Betze deposit are a 4% net smelter return and a
6% net profits interest.  Production Information  The following table summarizes certain production
and financial information for the Goldstrike Open Pit mine for the periods
indicated:  Year ended
  December 31, 2007
  
  Year ended
  December 31, 2006Tons mined
  (000s)
  
  136,868
  
  131,229Tons of ore
  processed (000s)
  
  10,546
  
  10,507Average
  grade processed (ounces per ton)
  
  0.135
  
  0.152Recovery
  rate (%)
  
  85.5
  
  86.9Ounces of
  gold produced (000s)
  
  1,215
  
  1,388Average
  total cash costs per ounce(1)
  
  $
  355
  
  $
  289  
 (1)For an explanation of total cash
costs per ounce, refer to Non-GAAP Financial Measures - Total Cash Costs.  Goldstrike
Underground Mine  The Goldstrike Underground mine includes two major
orebodies: Meikle and Rodeo. The Meikle orebody, located 1.6 kilometers north
of the Goldstrike Open Pit mine, is a high grade orebody which was discovered
in 1989 and started production in 1996. 
The Meikle orebody incorporates 5 mineralized zones: the Main Meikle,
Meikle Extension, South Meikle, Griffin, and West Griffin. The Rodeo orebody,
located 0.5 kilometers northwest of the Goldstrike Open Pit mine, is a moderate
grade orebody discovered in 1988 and brought into production in 2002.  The Rodeo orebody includes four mineralized
zones: Upper Rodeo, Lower Rodeo, West Rodeo, and Barrel. The Meikle and Rodeo
orebodies are interconnected by  33


two haulage drifts and can be accessed from
two shafts and by a decline at the bottom of the Goldstrike Open Pit mine.  Two different underground mining methods are used at
Goldstrike Underground mine, long-hole open stoping and drift-and-fill (used
for flat-lying mineralization or where ground conditions are less
competent).  Goldstrike Underground mine
is a trackless operation. Based on existing reserves and production capacity,
the expected remaining mine life is9 years.  The underground mine, which originally produced at a
rate of approximately 2,000 tons of ore per day, averaged 3,562 tons per day in
2007 and 3,889 tons per day in 2006. Goldstrike Underground produced 413,186
ounces of gold in 2007 at average total cash costs of $431 per ounce.  Geology  Carbonate breccias and limestones of the Devonian
Popovich Formation and various intrusive rocks host the orebodies that comprise
the Goldstrike Underground mine. In contrast to the Goldstrike Open Pit area,
the overlying mudstones and argillites of the Devonian Rodeo Creek Member are
generally unmineralized. Gold-bearing fluids have ascended faults and fractures
and have deposited gold and other minerals, such as pyrite and barite, in
permeable horizons in the breccias and limestones. These breccias were formed
by a combination of collapse, tectonic and hydrothermal processes, and display
excellent continuity of grade both down dip and along strike. The fluids have
been focused below a steep dipping monzonite porphyry dyke and the overlying
relatively impermeable Rodeo Creek Member. Since silicification is the dominant
alteration, the bulk of the ore is quite hard and competent.  Drilling and Analysis  Underground drilling at the Meikle deposit (Meikle,
South Meikle, Griffin, Extension and West Griffin) commenced in 1995 and a
total of 404,463 meters in 6,855 underground holes had been completed in and
around the deposit as of December 31, 2007.  A total of 338 surface holes, for 157,608
meters, have been drilled in and around the Meikle deposit.  Additional Banshee drilling commenced in
2007.  An additional 7 surface holes were
drilled, for a total of 83 surface holes and 43,615 meters.  Underground drilling of 86 holes for 15,031
meters was completed in Banshee in 2007.  Underground drilling commenced at the Rodeo deposit
(Rodeo, West Rodeo, and Barrel) in 1998 and, as of December 31, 2007, a
total of 3,157 underground holes totaling 205,376 meters had been drilled in
and around the deposit.  A total of 230
surface holes, for 104,943 meters, have been drilled in and around the Rodeo
deposit.  Underground drilling commenced
at the North Post deposit (North Post and Deep North Post) in 2005 and a total
of 16,685 meters in 61 underground core holes have been drilled as of December 31,
2007.  There are an additional 142 North
Post surface holes for 53,201 meters.  A majority of the underground drilling is
reverse-circulation, with approximately 44% of Meikle and 61% of Rodeo
definition drilling being done by underground reverse-circulation methods.
Drill spacing through the Meikle deposit is 8 to 26 meters.  Some of the wider-spaced core holes are
sampled on six meter intervals (chip samples) and 1.5 meter whole or split core
in mineralized intervals. All samples are fire-assayed with an atomic
absorption spectrometer finish followed by a gravimetric finish for samples
with AuFA greater than 0.438 ounces of gold per ton. Most sampling and assaying
is done on-site with both internal check assays and external check assays
performed by independent laboratories.  Drill samples collected for use in the geologic
modeling and mineral resource estimation are under the direct supervision of
the geology department at Goldstrike. 
Sample preparation and analyses are conducted by the Barrick Goldstrike
lab and by independent laboratories. 
Procedures are employed to  34


ensure security of samples during their
delivery from the drill rig to the laboratory. 
All drill hole collar, survey and assay information used in modeling and
resource estimation are manually verified and approved by geologic staff prior
to entry into the mine databases.  The quality assurance procedures and assay protocols
followed by Barrick in connection with drilling and sampling on the Goldstrike
property conform to industry accepted quality control methods.  Royalties  The maximum royalties payable on the Meikle deposit
are a 4% net smelter return and a 5% net profits interest.  Production Information  The following table summarizes certain production
and financial information for the Goldstrike Underground mine for the periods
indicated:  Year ended
  December 31, 2007
  
  Year ended
  December 31, 2006Tons mined
  (000s)
  
  1,300
  
  1,420Tons of ore
  processed (000s)
  
  1,298
  
  1,425Average
  grade processed (ounces per ton)
  
  0.354
  
  0.373Recovery
  rate (%)
  
  90.0
  
  89.8Ounces of
  gold produced (000s)
  
  413
  
  477Average
  total cash costs per ounce(1)
  
  $
  431
  
  $
  351  
 (1)   For an explanation of total cash costs per ounce, refer to Non-GAAP
Financial Measures - Total Cash Costs.  35


Lagunas Norte
Mine  General Information  The Lagunas Norte mine is an open pit, heap leaching
operation.  The mine is in the Alto
Chicama mining district and is 140 kilometers east of the coastal city of
Trujillo, Peru, and 175 kilometers north of Barricks Pierina mine.  The property is located on the western flank
of the Peruvian Andes and is at an elevation of 4,000 to 4,260 meters above sea
level.  The area is considered to have a
mountain climate.  Generally, the climate
of the area does not impact on the mines operations.  Vegetation consists of small shrubs and
grasses.  The property is accessible year
round by road from both Trujillo and Huamachuco, Peru.  The Alto Chicama region has been actively mined for
coal since the 19th century, principally for domestic consumption. In 1990,
Minero Peru S.A. (CENTROMIN Peru S.A. (Centromin)), the State mining company,
constructed a camp to re-evaluate the previous coal operations. The Alto
Chicama region hosts a low grade anthracite coal deposit, but it was not
developed due to the availability of  36


cheaper sources of energy elsewhere.  Centromin conducted field surveys in 1999 and
concluded there was potential for other mineralization on the property,
including gold.  The Alto Chicama mining district encompasses four
concessions or mining rights totaling 20,322 hectares. In 2002, Barrick
acquired the three primary mining concessions, encompassing 18,550 hectares,
from Centromin pursuant to an international bid process. In 2005, these three
concessions were consolidated into a single mining concession called Acumulacion
Alto Chicama.  Three additional mining
concessions, encompassing 1,772 hectares, were subsequently acquired directly
by Barrick.  The mining rights have no
expiry date as long as the annual land payments (currently $3.00 per hectare)
are made.  Peruvian authority approval of both the mines
Environmental Impact Study (EIS) and principal construction permit were
received in April 2004.  Barrick
commenced construction of the mine facilities in April 2004. In June 2005,
Barrick obtained approval from the Peruvian authorities in respect of mine
production start-up.  Total capital
construction cost for the mine was $323 million. All material permits to
conduct the operation of the Lagunas Norte mine have been obtained and are in
good standing.  The mine has approximately
515 employees.  On December 29, 2004, Barrick entered into a
Legal Stability Agreement with the Peruvian government. The Legal Stability
Agreement provides increased certainty with respect to foreign exchange and the
fiscal and administrative regime for 15 years. 
The 15 year period commenced as of January 1, 2006.  Geology  The regional geology of the Alto Chicama area is
dominated by a thick sequence of Mesozoic marine clastic and carbonate
sedimentary rocks and andesitic and dacitic volcanic rocks of the Tertiary
Calipuy Group.  The Mesozoic sequence is
unconformably overlain by the Tertiary Calipuy volcanic rocks and cut by
numerous small intrusive bodies. The Mesozoic sequence has been affected by at least
one and probably two stages of compressive deformation during Andean
orogenesis.  The Lagunas Norte mineralization occurs on the 185
square kilometer Alto Chicama property. The mineralization is of the high
sulphidation type. It is disseminated and hosted in variably brecciated
sedimentary rocks as well as in volcanic breccias and tuffs. The mineralization
outcrops and has been defined by drilling over an area of 1,000 meters long by
2,000 meters with up to 300 meters depth.  Mining and Processing  The orebody is being mined as an open pit,
truck-and-shovel operation, at an average mining rate of 80,000 tonnes per day.
Ore is crushed and then transported via truck to the leach pad.  Run-of-mine ore is trucked directly to the
leach pad. Gold and silver recovered from the leached ore is smelted into doré
on-site and shipped to an outside refinery for processing into bullion. Power
is provided by a utility company through a 138 kilovolt line connected to the
Trujillo Norte substation, located in the costal city of Trujillo,
approximately 95 kilometers from the mine. The East waste dump and leach pad
facilities are contained within one valley, limiting potential environmental
impacts. The effects of the operation on surface water and ground water
resources are carefully monitored and controlled to ensure that residents
downstream of the site are not adversely affected.  Barrick has obtained property rights for the
surface land required for the operation of the Lagunas Norte mine.  Based on existing reserves and production
capacity, the expected mine life is 9 years.  37


Mining activity was focused on developing Phase 1 of
the orebody, which is a high grade and low strip area of the mine site located
directly north of the crusher.  During
2007, some mining of Phase 2 of the orebody (located at the north-central area
of the orebody) was undertaken.  During the first half of 2008, Phase 1 and Phase 2
of the orebody will continue to be mined, targeting relatively high grade
materials. However, during the second half of the year, accelerated mining in
the higher grade Phase 2 is planned.  Environment  Lagunas Nortes operating facilities were designed
to mitigate environmental impacts. The operation facilities are managed with
procedures in place to manage hazardous substances potentially harmful to the
environment.  In order to prevent and
control spills and protect water quality, the site uses multiple levels of
spill containment, infrastructure and procedures as well as field controls like
daily inspections and water, air and emissions monitoring.  The site also has many programs to reuse and
conserve water in all its processes.  In
order to mitigate the impact generated by dust, the site uses several different
dust suppression techniques. In 2007, all activities at Lagunas Norte were and
continue to be in compliance with applicable corporate standards and
environmental regulations.  In 2007, Lagunas Norte obtained International
Cyanide Code Management Certification and ISO 14001 recertification with full
compliance in both audits. At December 31, 2007, the recorded amount of
estimated future reclamation and closure costs that were also asset retirement
obligations, as defined in FAS 143 (as described in note 21 to the Consolidated
Financial Statements), for the property was $55 million.  See Environment and Closure.  Exploration, Drilling and Analysis  As of December 31, 2007, 1,023 exploration and
definition holes had been drilled, totaling 185,391 meters of drilling.
Drilling of Lagunas Norte has been completed on average to 62 meter
centers.  Drill hole collars have been
surveyed, and down-hole Sperry Sun surveys conducted on the holes, with data
collected approximately every 50 meters and down hole Maxibor II surveys
conducted on the holes of 2007 drilling campaign, with data collected
approximately every 3 meters.  Core is
placed in metal trays at the drill site and transported to the core
facility.  Geological logs of all core
are then compiled on handheld computers, using standardized rock codes and descriptive
information developed by Barrick geologists. 
Data recorded on the handheld computers are downloaded to the main
server at the end of every shift, reviewed, field checked if necessary, and
then incorporated into the main database. 
Generally, sample lengths vary from 0.3 meters to 4.0 meters.  A total of 138,647 samples have been taken
during these drill programs.  The average
sample length is 1.3 meters.  During the
exploration and definition stages of the drilling, all samples were prepared
on-site and fire assayed at an independent laboratory in Lima, Peru.  The on-site laboratory performs all required
analysis, employing industry standard quality assurance and quality control
procedures, including the insertion of standards, duplicates and check assays,
controls which have been employed since early exploration.  In 2007, additional drilling of twin diamond drill
holes and reverse circulation drill holes was undertaken in Lagunas Norte. The
results of this drilling allowed verification of ore grade values collected
during the original diamond drilling program and provide a basis for further
geological model development. This program will continue in 2008.  Other projects and opportunities in the Alto
Chicama district are being evaluated.  38


Royalties  Under the
terms of the agreement with Centromin, Barrick paid Centromin an advance
contractual royalty of $2 million, which was credited against Centromins
retained net smelter royalty of 2.51% in 2005. 
In December 2006, Centromin transferred all of its rights and
obligations with respect to the mine to Activos Mineros S.A.C, a State mining
company.  Financing  Minera Barrick Misquichilca S.A. (MBM), a
wholly-owned subsidiary of Barrick, has established a number of capital lease
programs with certain financial institutions to partially finance the
construction of certain assets at Lagunas Norte.  At December 31, 2007, the aggregate
amount outstanding under these capital lease programs was $64.9 million. The
effective interest rate in 2007 for the aggregate capital leases was LIBOR +
2.5%.  In November 2004, MBM filed an initial shelf
prospectus relating to up to $150 million aggregate principal amount of bonds
with CONASEV, the National Supervisory Commission of Companies and Securities
in Peru.  As at December 31, 2007,
MBM has issued $100 million aggregate principal amount of bonds. MBM used all
the proceeds from the bond issuance for mine development and general corporate
purposes.  The effective interest rate in
2007 for the first bond issuance of $50 million was LIBOR + 1.72% and the
effective interest rate in 2007 for the second bond issuance of $50 million was
LIBOR + 1.5%.  Production Information  The following table summarizes certain production
and financial information for the Lagunas Norte mine for the periods indicated:  Year ended
  December 31, 2007
  
  Year ended
  December 31, 2006Tons mined
  (000s)
  
  25,437
  
  27,353Tons of ore
  processed (000s)
  
  21,706
  
  21,437Average
  grade processed (ounces per ton)
  
  0.063
  
  0.066Ounces of
  gold produced (000s)
  
  1,086
  
  1,084Average
  total cash costs per ounce(1)
  
  $
  105
  
  $
  100  
 (1)   For an explanation of total cash costs per ounce, refer to Non-GAAP
Financial Measures - Total Cash Costs.  The following diagram sets out the design and layout
of the Lagunas Norte mine.  39


Veladero Mine  General Information  The Veladero mine is an open pit mine using heap
leaching. The Veladero mine includes the mining of gold and silver from two
open pits: the Filo Federico pit and the Amable pit.Full
construction of the mine commenced in the fourth quarter of 2003 and the first
gold pour occurred in September 2005.The Veladero property is located entirely in San Juan Province,
Argentina, immediately to the south of the Pascua-Lama property, approximately
370 kilometers by road northwest of the city of San Juan.  The mine site is located at elevations of
between 4,000 and 4,850 meters above sea level. 
The area is considered to have a sub-arid, sub-polar, mountain climate.
During the winter months, extreme weather may create a challenging operating
environment.  Recognizing this issue, the
potential impact of possible extreme weather conditions, to the extent
possible, has been incorporated into the mines operating plan.  Access to the property is via a combination
of public highways and an upgraded private gravel road.  40


The Veladero mine is a combination of two
properties: (i) the Veladero mining group, consisting of eight mining
concessions owned by the Provincial Mining Exploration and Exploitation
Institute (IPEEM) and operated by Minera Argentina Gold S.A. (MAGSA), a
subsidiary of Barrick in Argentina, pursuant to the provisions of the
provincial law which governs the functioning of IPEEM, and by virtue of the
contract between IPEEM and Barrick, and, ii) the Mina Ursulina Sur mining
concession owned and controlled by MAGSA. 
These two properties cover an area of approximately 12,350
hectares.  Barrick exercised its option
to enter into an exploitation contract with IPEEM in July 2003, in
accordance with the terms of the previous exploration contract.  Barrick has obtained all necessary surface rights
for the mines operation.  Barrick has an
undivided 90% interest in Campos Las Taguas, which encompasses the surface
property affected by Veladeros mining facilities.  With respect to the 10% interest of Campos
Las Taguas owned by third parties, Barrick and IPEEM have obtained all
necessary easements for access over surface property.Certain
other mine related facilities are located in Campo Colangui, also owned by
Barrick.  The Veladero mine received environmental impact
study (EIS) approval in November 2003 from the Mining Authority of the San
Juan Province.All the key
additional permits for the mines operation, such as water concessions,
construction permits for civil and hydraulic works, fuel storage permits,
explosives and hazardous substances handling permits, have been obtained.  The principal mine
commissioning activities were completed during the fourth quarter of 2005 and
construction activities were completed in the first quarter of 2006.  Barrick implemented a comprehensive recruitment and
training program for personnel required for the operation prioritizing the
local labor market.  As at December 31,
2007, the mine had approximately 840 employees.  Geology  The Veladero deposit is an oxidized, high
sulfidation gold-silver deposit hosted by volcaniclastic sediments, tuffs, and
volcanic breccias related to a Miocene diatreme-dome complex. Disseminated
precious metals mineralization forms a broad, 3-kilometer long tabular blanket
localized between the 4,000 and 4,350 meter elevations.  The mineralized envelope encompassing greater
than 0.4 grams per tonne gold is oriented along a 345°-trending regional
structural corridor.  Higher grade zones
within this envelope occupy northeast-striking faults and fracture zones.  Hydrothermal alteration is typical of high
sulfidation gold deposits, with a silicified core grading outward into advanced
argillic alteration, then into peripheral argillic and propylitic alteration
haloes.  Gold occurs as fine native
grains, and is dominantly associated with silicification and with iron oxide or
iron sulfate fracture coatings.  Silver
mineralization is distinct from gold, and occurs as a broader, more diffuse
envelope, probably representing a separate mineralizing event.  Copper and other base metals are
insignificant, and sulphide mineralization is negligible.  Principal controls on gold mineralization are
structures, brecciation, alteration, host rocks, and elevation.  The Veladero deposit comprises three main orebodies:
Amable in the south; Cuatro Esquinas in the center; and Filo Federico in the
north.  Much of the Veladero deposit is
covered by up to 170 meters of overburden. The current gold reserve identified
in the Veladero mine is 11.7 million ounces.  A variety of volcanic explosion breccias and tuffs
are the principal host rocks at the two northern orebodies, where alteration
consists of intense silicification.  The
Amable orebody is hosted within bedded pyroclastic breccias and tuffs, which
are affected by silicification and advanced argillic alteration.  41


Mining and Processing  The Veladero mine is an open pit mine with a valley-fill
heap leach operation and two-stage crushing process.  Recovered gold is smelted into doré on-site
and shipped to an outside refinery for processing into bullion.Construction of a four kilometer overland conveyor
belt is expected to be commissioned in 2008. An engineering study considering
the addition of a second primary crusher is underway, which would increase
capacity from approximately 45,000 tpd to approximately 85,000 tpd.On the basis of a positive recommendation
such facility could be operational in 2009. Based on existing reserves and
production capacity, the expected mine life is approximately 14 years.  Environment  In November 2005, Barrick submitted the first
biannual update of the Veladero EIS (the EIS Update) to the San Juan mining authority.  The EIS Update outlines the mines
environmental management results for the 2003-2005 period, updates information
related to the mines environmental management plan and the production plan and
sets out the mines planned increase in processing capacity. This biannual
update was approved in April 2007 and most of the additional permits
required for the execution of the current production plan have been obtained.  In November 2007, Barrick submitted a second
biannual update of the Veladero EIS to the San Juan mining authority. This new
document outlines the mine ́s environmental management results for the 2005-2007
period.  Veladeros operating facilities have been designed
to mitigate environmental impacts.  The
operations have processes, procedures or facilities in place to manage
substances that have the potential to be harmful to the environment.  In order to prevent and control spills and
protect water quality, the mine utilizes multiple levels of spill containment
procedures and routine inspection and monitoring of its facilities.  The mine also has various programs to reuse
and conserve water at its operations.  In
order to mitigate the impact of dust produced by its operations, the mine uses
several different dust suppression techniques. In 2007, all activities at Veladero
continued to be in compliance in all material respects with applicable
corporate standards and environmental regulations.  In August 2007, Barrick obtained the ISO 14001
certification for the entire Veladero operation, and in November 2007, the
Veladero operation obtained the International Cyanide Management Code
certification.  At December 31, 2007, the recorded amount of
estimated future reclamation and closure costs that were also asset retirement
obligations, as defined in FAS 143 (as described in note 21 to the Consolidated
Financial Statements), for the property was $17 million.  Exploration, Drilling and Analysis  During 2007, sixty-two reverse circulation drill
holes were performed reaching a total of 7,806 meters in the Amable Pit,
Agostina and Zone 593 areas.  One
reverse-circulation drill hole was performed in Pampa de Rulo totaling 235
meters and additional reverse circulation drilling is planned to be undertaken
in this area to test potential mineralization.  During 2007, a drilling program was carried out at
the Amable Pit as part of the planned in-fill program aiming principally to
increase reserves and block category upgrade. 
Simultaneously, the infill program was also used to investigate gold
grade variability at the bottom of phase 1 of the pit, which was depleted in
early 2007.  42


The 2008 exploration plan includes testing of the
Pampa de Rulo area, the high grade zones in phase 2 of the Federico pit and the
Dos Lagunas exploration target.  At December 31, 2007, the Veladero database
included 910 reverse circulation drill holes totaling 231,921 meters; 146
diamond core drill holes totaling 30,857 meters; and 5,150 meters of channel
samples from two declines which total 1,147 meters in length. Drill spacing within
mineralized zones varies from 30 meters to 100 meters, and averages
approximately 35 meters.  Sampling has been done with reverse circulation and
core drill holes. Reverse circulation samples were collected on 1 meter
intervals.  Rock chip samples are delivered by mine personnel to
the ALS Chemex sample preparation facility at the mine, where the lab assumes
sample custody.  Veladeros standard
assay protocol for rock chips involves initial assaying for gold by fire assay
fusion of a 50 gram pulp and analysis by atomic absorption. Analytical results
are received from the lab in an electronic format and are entered into the
database without external manipulation.  Veladeros quality assurance and quality control
program utilizes field blanks to monitor contamination, pulp standards to
monitor accuracy, and field duplicates, preparation duplicates and pulp
duplicates to monitor precision.  Quality
control samples are included with sample submittals from reverse circulation
chips, drill core, and chip or channel sampling.  A detailed quality control report is prepared
at least annually, or after each major sampling program is completed.  External quality assurance and quality
control reviews have been conducted periodically. All of these reviews
concluded that Veladeros quality assurance and quality control procedures meet
or exceed industry standards.  Royalties  Pursuant to legislation passed by the government of
the Province of San Juan, all gold and silver, among other ores, extracted from
the property within the Province of San Juan are subject to a royalty, payable
to the government of the Province of San Juan, of 3% of the value of the ore at
the mine mouth. Under the terms of the exploitation contract between Barrick
and IPEEM, a 0.75% mine mouth royalty on the minerals produced from the
Veladero property is payable to IPEEM. 
This agreement also provides for the payment of a 0.75% mine mouth
royalty on the minerals produced from the Mina Ursulina Sur, on which the Filo
Norte deposit is situated (see Legal Matters  Government Controls and
Regulations).  Production Information  The following table summarizes certain production
and financial information for the Veladero mine for the periods indicated:  Year ended
  December 31, 2007
  
  Year ended
  December 31, 2006Tons mined
  (000s)
  
  69,426
  
  81,996Tons of ore
  processed (000s)
  
  17,787
  
  15,070Average
  grade processed (ounces per ton)
  
  0.030
  
  0.059Ounces of
  gold produced (000s)
  
  473
  
  511Average
  total cash costs per ounce(1)
  
  $
  346
  
  $
  168  
 (1)   For an explanation of total cash costs per ounce, refer to Non-GAAP
Financial Measures - Total Cash Costs.  43


Financing  During 2004, MAGSA secured a variable rate, limited
recourse $250 million loan facility for Veladero. As at December 31, 2007,
MAGSA had drawn down the entire facility. Barrick has guaranteed the loan until
the mine has achieved specified operational and technical requirements, after
which it will become non-recourse.  This
facility is insured for political risks by branches of the Canadian government
and German government. Substantially all the assets of MAGSA, including the
Veladero property and related assets, have been pledged as security under the
loan. The effective interest rate for 2007 was approximately 10.2%.  The following diagram sets out the current mine
facilities and planned expansion:    44


Zaldívar Mine  General Information  Zaldívar is an
open pit heap leach copper mine located in northern Chile.  The mine is located in the Andean
Precordillera in Region II of northern Chile, approximately 1,400 kilometers
north of Santiago and 175 kilometers southeast of the port city of
Antofagasta.  The site is accessible by
highway from the port of Antofagasta. 
The Antofagasta-Salta railway and an airstrip constructed by Zaldívar and maintained by both Zaldívar and Minera Escondida Limitada also service the
site.  Zaldívar employed approximately
750 employees and approximately 1,280 contractors at December 31, 2007.  The climate is characterized
by very low relative humidity and practically no precipitation and has little
impact on the mines operations.  The
surface topography lies at an average elevation of 3,300 meters above mean sea
level.  There is little or no
vegetation.  The property is within a
1,240-hectare claim area covered by 247 exploitation concessions.  Exploitation concessions are registered in
the Conservador de Minas (Mining Property Registrar) and Sernageomin (National
Service of Geology and Mines). 
Environmental permit(s) are issued and registered with the Conama
(National Environmental Commission).  In 1979, the initial
declaration or statement of discovery (manifestacion minera) was presented to
the First Civil Court of Antofagasta by Mr. Pedro Buttazzoni Alvarez.  In 1981, Mr. Buttazzoni, through his
company Sociedad Contractual Minera Varillas (SCMV), formed the company
Sociedad Legal Minera Zaldívar 262 de Zaldívar. Shareholders in this new
company were: SCMV, 88.33%, and Minera Utah de Chile Inc. and Getty Mining
(Chile) Inc. jointly holding the other 11.67%. 
In 1989, as a result of various transactions during the previous eight
years, SCMV held 51% and Minera Escondida Limitada owned the other 49%. In March 1989,
the mining rights were sold to Sociedad Minera La Cascada Limitada (SMCL-Pudahuel).  In that same year, a sales contract was
executed between SMCL-Pudahuel and Outokumpu Resources (Services) Limited (Outokumpu).
The mining claims were then transferred to Minera Outokumpu Chile Limitada in November 1989.  Outokumpu announced the formation of a 50/50
joint venture with Placer Dome in December 1992, at which time a joint
venture company, Compañía Minera Zaldívar (CMZ), was formed.  Commercial production began in November 1995,
after completion of construction at a cost of $574 million.  Placer Dome acquired the remaining 50%
interest in CMZ from Outokumpu effective December 13, 1999 at a cost of
$251 million.Barrick acquired Zaldívar in
connection with its acquisition of Placer Dome in March 2006.Based on
existing reserves and production capacity, the expected mine life is
approximately 17 years.  Geology  The Zaldívar porphyry copper deposit is situated on
the western margin of the Atacama Plateau in northern Chile. The deposit is
part of a large Tertiary porphyry copper system which includes the Escondida
porphyry copper deposit. This porphyry complex occurs within the large West Fissure
structural system which controls most of the large porphyry copper deposits in
Chile.  The Zaldívar porphyry system is
at the intersection of the West Fissure and a series of Northwest and Northeast
striking faults. The deposit is generally centered on a Northeast striking
granodiorite porphyry body that intrudes andesites and rhyolites, and cuts
across the north-south striking Portezuelo fault.  Although the geology and the Zaldívar mineral
deposit are generally continuous from east to west, the orebody was arbitrarily
divided into two zones: the Main zone (area east of 93,000E) and the Pinta
Verde zone (area west of 93000E).  The Zaldívar orebody contains both sulphide and
oxide copper mineralization. The majority of the copper occurs in a blanket of
oxide and secondary sulphide ore which overlays deeper primary sulphide  45


mineralization of lower grade.  The economically important mineralization
types are secondary sulphide (chalcocite), oxide (brochantite and chrysocolla)
and a mixed mineralization type of combined sulphide and oxide copper minerals.
Primary sulphide mineralization consists of pyrite, chalcopyrite, bornite and
molybdenite.  In the Main zone orebody, to the east of the
Portezuelo fault, rhyolite is the host rock and secondary sulphide
mineralization is dominant (85% to 90%) with the balance of the copper present
as oxide minerals. West of the fault, andesite and granodiorite are the host
rocks and the copper is present as a mixture of both oxide and secondary
sulphide minerals.  Mining and Processing  The open pit contemplates
mining the remaining mineral reserves in six stages, referred to as Stage 6
through to Stage 11.  During 2007, ore
production came from Stages 5 and 8 of the Main zone.  Conventional methods of open pit mining are
used.  During 2007,Zaldívar focused on improving operational efficiencies
and reliability of key process equipment such as the bucket wheel excavator for
rehandling the spent ore and the Rahco stacker.  Pure cathode copper is
produced by three stages of crushing and stacking of ore, followed by heap
leaching and bacterial activity to remove the copper from the ore into
solution.  Run of mine dump leach
material is placed on the old sulphide ore pad, and is also leached.  A solvent extraction and electrowinning
process then removes the copper from solution and produces the cathode
copper.  The electrowinning plant has
been modified to produce 331 million pounds (150,000 tonnes) of cathode copper
per year, 20% over the original design capacity.  A flotation plant is also used to recover
copper, in the form of copper concentrate, contained in the fine fraction of
the crushed ore.  Copper recoveries and leaching
kinetics have improved for sulphide ores by more than 20% in the last 8 years
and leach cycle times are currently 365days.
Notwithstanding these improvements, declining head grades mean that more
material must be placed on the leach pads and more capital investment is
required to sustain current copper production rates. Zaldívar will concentrate
on improving leaching kinetics and accelerating the oxidation of sulphide ores
to minimize future capital requirements and maximize cathode production.  Process water is being
supplied from ground water at Negrillar, 120 kilometers east of Zaldívar. Water
is drawn from six production wells and pumped along the 120-kilometer route to
a fresh water pond located near the tertiary crushing facility at the plant
site.Zaldívar
receives power from the SING, the regional electricity grid system, and
purchases electricity from one of the electrical utilities operating on the
SING system. A 230 kilometer transmission line was constructed in conjunction
with Minera Escondida Limitada between the Zaldívar and Escondida plant sites
and the SING system substation at El Crucero. 
In addition, Gener, a power supplier, constructed a link from its power
line that crosses the Andes from Salta to the Zaldívar sub-station. In 2007,
Zaldivar renewed contracts for both the supply of power and acid.  The terms of these new contracts will result
in increased costs for the mine.All operations permits have been obtained and are in good standing.  On December 14, 2004, the Chilean government presented a new
mining sector specific tax project to the Chamber of Deputies
proposing a 5% tax on operating profits derived from the sale of mineral
products. The proposed 5% tax became law during 2005.  Companies
protected from income tax increases under Chiles DL 600 foreign investment
law, which was the case for CMZ, which holds the Zaldívar mine, had the option
to either wait for their DL 600 contract to expire, after which their
investment would be subject to the new tax, or renounce their status
under the existing DL 600 regime, before November 30, 2005, and
face a reduced 4% tax in return for a 12 year mining tax  46


invariability
clause.  Pursuant to the provisions of this new tax, the 4% tax is
effectively reduced to 2% for 2006 and 2007. 
The new tax honors all existing contracts between mining companies
and the state, which are protected under Chiles DL 600 foreign investment law,
and would not be applied to such companies while their current tax contracts
remain in force.  In November 2005, CMZ opted out of its existing DL
600 regime and entered into the new DL 600 regime, the terms of which
include the 4% tax and a 12 year tax invariability clause.  Environment  Zaldívar operates in an environmentally responsible
manner to mitigate environmental impacts. This is largely due to the heap
leaching process that operates entirely as a closed circuit with no discharge
to the environment. There are programs that continuously monitor the process
and surrounding areas, including leak detection wells to detect any potential
circuit failures.  In 2007, all activities at Zaldívar were, and
continue to be, in compliance in all material respects with applicable
corporate standards and environmental regulations.  Management is not aware of any proposed changes
to these standards or regulations that would materially affect the operations
or the approved closure plan. Zaldívars ISO 14001 certification was renewed in
September 2006 and will be in effect for a three-year term, subject to
successful annual audits over the period.  At December 31, 2007, the recorded amount of
estimated future reclamation and closure costs that were also asset retirement
obligations, as defined in FAS 143 (as described in Note 21 to the Consolidated
Financial Statements), for the property was $30 million.  Exploration, Drilling and Analysis  The Zaldívar orebody has been extensively
drilled.  Reverse circulation drilling
has been done in order to develop a geological model. For exploration holes,
whole core samples are taken at every 2 meter down-the-hole interval.  All holes are logged for lithology,
alteration, mineralization and structure. 
A total of 67 reverse circulation holes for 15,151 meters and 59 diamond
holes for 42,995 meters were drilled in 2007.  Sampling and analysis of diamond and reverse
circulation drill holes and blast holes comply with industry standards.  Blank sample protocols are used in the normal
row of samples sent to the Zaldívar laboratory. 
Controls exist on biases and the product is checked with the security
sampling curves.  As well, external
laboratories have been used to verify results. 
Databases generated with these results are thoroughly reviewed and cross
checked before being used in the mineral resource/mineral reserve estimation
processes. Regular internal auditing of the mineral reserve and mineral
resource estimation processes and procedures are conducted.  Special field controllers ensure that the samples
collected for modeling and mineral resource estimation have been delivered
under secure conditions to the laboratory.  Royalties  The Zaldívar mine is not subject to any royalties.  47


Production Information  The following table summarizes certain production
and financial information for the Zaldívar mine for the periods indicated:  Year ended
  December 31, 2007
  
  Year ended
  December 31, 2006(1)Tons mined
  (000s)
  
  81,337
  
  82,678Tons of ore
  processed (000s)
  
  36,808
  
  26,404Average
  grade processed (% of TCu)
  
  0.62
  
  0.92Pounds of
  copper produced (000,000s)
  
  315
  
  308Average
  total cash costs per pound(2)
  
  $
  0.70
  
  $
  0.62  
 (1)Barricks share of the
acquired Placer Dome mines production and costs per ounce/pound reflect the
results from January 20, 2006. (2)For an explanation of total
cash costs per pound, refer to Non-GAAP Financial Measures - Total Cash Costs.  48


EXPLORATION, DEVELOPMENT AND BUSINESS DEVELOPMENT  Barrick has historically grown its reserve base
through a combination of acquisitions and an exploration strategy that includes
a district development program, which focuses on exploration in and around its
operating properties, as well as an early-stage exploration program. Barrick
believes there is a higher probability of finding new mineral reserves around
existing mines. Once found, these new reserves can be developed more quickly
and profitably due to existing infrastructure. However, the low gold price
environment and consequent lack of exploration investment that existed in prior
years required that major mining companies undertake more early stage
exploration than in the past.  There were
fewer new discoveries to buy or joint ventures to fund.  Barrick is currently engaged in both a
district development in and early stage exploration in each of its RBUs as well
as early-stage exploration in certain other countries where is does not
currently have operations.  Exploration is directed from Barricks head office
in Toronto and is conducted through its RBUsand
exploration offices around the world. 
Barrick utilizes state-of-the-art technology to explore deeper and in a
more effective manner. At Goldstrike, Barrick uses new deep-penetrating
geophysical techniques and geological modeling to locate and define new
targets. These new techniques can also be applied in Tanzania, Papua New Guinea
and Australia.  The Companys strategy is to maintain a geographic
mix of projects at different stages in the exploration and development
sequence.  In 2007, Barrick spent $367
million on its exploration, development and business development activities
(2006  $290 million). Of the $179 million spent on exploration in 2007,
approximately $70 million was spent in North America, approximately $40 million
was spent in South America, approximately $46 million was spent in the
Australia Pacific region and, approximately $15 million was spent in
Africa.  Development expenditures in 2007
totaled approximately $166 million. Business development costs in 2007 totaled
approximately $22 million.  Barricks strategy for 2008 will focus on the
replacement of production through a combination of exploration, corporate
development and project development. In addition, the strategy will be balanced
by the search for new giant gold deposits. In 2008, Barrick expects to spend
approximately $200 million on exploration weighted towards near-term discovery
around its existing operations while still maintaining a balanced portfolio in
order to generate projects for the future.In 2008, Barrick expects to
expense project costs of $370 million to continue to advance its project
pipeline.  As a result of the continued
development of its more advanced projects, in particular, Pueblo Viejo, Buzwagi
and Cortez Hills, Barrick expects 2008 capital expenditures to increase
significantly from 2007.  For 2008,
Barrick expects to spend $1.5 - $1.7 billion on capital expenditures for its
projects.  Certain of Barricks current
projects, which are at various stages of development, are described below.  The Buzwagi project
is located within the highly prospective Lake Victoria Greenstone Belt in
Tanzania on excellent terrain, which is relatively flat, open land.  This is expected to simplify project
execution.  Buzwagis proximity to
Barricks other operations in the area (Bulyanhulu and Tulawaka) is expected to
benefit its operations due to shared infrastructure, training and employee
development.  In addition, Buzwagi has
the best access to infrastructure of all Barricks Tanzanian properties.  A paved road connects the site to a rail line
that passes only 40 kilometers from the property.  In 2007, the projects Mine Development
Agreement and Environmental Impact Assessment (EIA) were approved by the
Tanzanian government.   In August 2007,
Barrick commenced construction, which, at year-end, was approximately 30%
complete.  Pre-production capital cost is
estimated at $400 million (excluding capitalized interest).  Cortez Hills is
currently in the permitting stage.  The
project involves the development of two adjacent deposits - Cortez Hills and
Pedimentwithin the Cortez Joint
Venture area of interest.  The  49


project
will be developed as two open pits with part of the deposit potentially to be
mined by underground mining methods. In 2007, Barrick substantially completed
the detailed engineering for the project and spent approximately $88 million
(100% basis) on mining equipment and engineering for project
infrastructure.  In 2008, the Cortez
Hills Lower Zone was discovered and Barrick plans to commence underground
drifting to infill the deposit to a resource category.  The project construction budget is $480 million
to $500 million (100% basis and excluding capitalized interest).  Construction activities are expected to last
15 months and will commence once the Environmental Impact Study Record of
Decision is obtained, which is anticipated in the second half of 2008.  For details regarding Barricks acquisition
of the remaining 40% of Cortez Hills, see General Information  Transactions -Acquisition of
Additional 40% Interest in Cortez Property.  In May 2006, a shareholders agreement with
Goldcorp was finalized, which established Barrick as the 60% owner and operator
of the Pueblo Viejo project.  The Pueblo
Viejo project is located in the Dominican Republic, 15 kilometers southwest of
the provincial capital of Cotui and approximately 100 kilometers northwest of
the national capital, Santo Domingo. In February 2008, Barrick submitted a
feasibility study and provided a project notice to the Government of the
Dominican Republic that it plans to proceed with development of the Pueblo
Viejo project.  Since March 2006,
Barrick has updated capital costs estimates, re-evaluated the process
flowsheet, worked on optimizing the project and carried out an exploration
program.  Barricks review has resulted
in: a new silver process that is expected to increase silver recovery from 5%
to 84%; the inclusion of a copper recovery circuit; and the potential inclusion
of a zinc recovery process.  In 2007,
exploration drilling resulted in a new discovery at Monte Oculto and a
significant resource increase.  The
project has substantial power requirements due to high levels of sulphur
contained in the ore and Barrick is investigating options for the sourcing of
power.  Activities relating to government
and community relations and environmental permitting for the mine are ongoing.  Barrick
spent $69 million in 2007 (100% basis) relating to the update the Pueblo Viejo
projects feasibility study, commencement of basic and detail design and
engineering, exploration programs for ore reserves and limestone deposits,
community development programs and sourcing of electric power and location of
power transmission lines.  The
construction period to first gold production is expected to be about three and
a half years from project decision.  In 2007, Barrick
increased the Pueblo Viejo projects pre-production capital cost estimate of
$2.1 billion to $2.3 billion (excluding capitalized interest) to approximately
$2.7 billion.  This increase in the
capital cost estimate primarily reflects an increase in throughput rate to
24,000 tonnes per day from the previous rate of 18,000 tonnes per day. Barrick
expects that this increase will have the effect of increasing its share of gold
production in the first full five years of production to approximately 600,000
ounces per year from 465,000 to 480,000 ounces per year.  Barricks 2008 objectives include commencing
detailed engineering; continuing negotiations with theGovernment of
the Dominican Republic regarding outstanding project matters; commencing construction activities; continuing
exploration outside of the current pit limits; continuing work on the zinc
recovery feasibility study; developing a power strategy; and continuing to
expand the projects community development programs.  The Pascua-Lama property is located in the Frontera
District in Chiles Region III and Argentinas San Juan Province. It straddles
the Chile-Argentina border and is approximately 150 kilometers southeast of the
city of Vallenar, Chile, 380 kilometers by road northwest of the city of San
Juan, Argentina and approximately 10 kilometers from the Veladero mine. The
total project area consists of approximately 45,500 hectares in Chile and
Argentina.  Access to the property is
pursuant to a combination of public highways and private roads from both
Vallenar, Chile and San Juan, Argentina.  The
Pascua-Lama project has been designed as an open pit mine, centered at an
elevation of 4,800 meters. The project will produce both oxide and sulphide
ores. The Pascua-Lama project has received  50


EIA approval from appropriate authorities in
Chile and Environmental Impact Statement (EIS) approval from the San Juan,
Argentina, provincial environmental regulatory authority.  Having obtained approval of the EIS, Barrick
will also need to obtain various sectoral permits for the construction and
operation of the project.  In 2006, the projects feasibility study was
updated, including capital and operating costs, from those estimates that were
previously completed in June 2004. Barrick currently expects that its 2007
cost of construction estimate of $2.3 billion to $2.4 billion, excluding
capitalized interest, will increase by approximately 15%primarily due to inflationary pressures and currency
impacts.   Based on the 2006 feasibility
study update, initial annual gold production in the first five years at
Pascua-Lama is expected to be between 750,000 to 775,000 ounces.In 2008, Barrick will continue its efforts with respect to
community/government relations, permitting, protocol implementation and tax
stability.  Commencing project
construction is contingent on the resolution of certain external issues such as
permitting, protocol implementation and the governments of Chile and Argentina
resolving certain remaining regulatory, fiscal, taxation and royalty
matters.  The timing of resolution of
these matters, royalties, rising costs of materials and currency fluctuations
are largely beyond Barricks control and may impact on the timing and the cost
of development and operation of the project.  In 2007, through its acquisition of Arizona Star,
Barrick acquired a51%
interest in the Cerro Casale deposit in the Maricunga district of Region III in
Chile (see General InformationTransactions). 
Kinross owns the remaining 49% of the Cerro Casale deposit.  In late 2007, Kinross notified Arizona Starthat it intends
to revoke the suspension of the operation of a transfer covenant which, if it
were operative and effective, could require Arizona Star to transfer 2% of its
interest in the Cerro Casale deposit to Kinross.  Barrick and Kinross are in the process of
negotiating a more definitive shareholders agreement that will govern the
joint venture.  The Donlin Creek project is a large refractory gold
deposit in Southwestern Alaska, under lease from two Alaskan Native
corporations until 2015 and for so long thereafter as mining operations are
carried out on the property.  In October 2007,
Barrick notified its joint venture partner, NovaGold Resources Alaska Inc. (NovaGold),
that it had completed work on the feasibility study for the project.  In December 2007, Barrick entered into
an agreement with NovaGold to form a jointly owned limited liability company on
a 50/50 basis to advance the project, with a NovaGold appointee positioned as
the initial General Manager.  Work
completed in 2007 included more than 70 thousand meters of drilling (primarily
infill) and collection of additional environmental baseline data, in addition
to a wide range of engineering work completed in support of the feasibility
study.  Work in the first half of 2008
will focus on completing a series of optimizing studies for power supply,
logistics, processing and production levels, and further exploration
activities.  Data from the 2007 drilling
program will continue to be integrated into a final feasibility study.  In 2006, Barrick acquired a 50% interest in Atacama
Copper Pty Ltd., which has a 75% interest in the Reko Diq project in Pakistan
and associated mineral interests.  Reko
Diq is a large copper-gold porphyry mineral resource located in southwest
Pakistan in the province of Balochistan. 
In 2007,the projects drill program continued, with a feasibility study
scheduled for completion in early 2009. 
A total of approximately 101,000 meters have been drilled to date
resulting in a resource which is nearly double the previously stated
resource.  Results continue to confirm
the projects district exploration potential.  Sedibelo is a large platinum deposit in South
Africa.  The Sedibelo platinum project is
located in northern South Africa within the Western Limb of the prolific
Bushveld Igneous Complex (Bushveld). 
The Bushveld is the source of 80% of the worlds platinum reserves and
70% of the worlds platinum production. 
As operator of the project, Barrick has the right to earn a 10% interest
in the project on completion of a feasibility study and earn an additional 40%
interest in the project once a decision to  51


construct a mine has been made.  Funding of exploration, the feasibility study
and during the construction of the mine will be shared 50% by Barrick and its
partner, the Bakgatla Bakgafela Tribe. 
In April 2007, acceptanceof the projects Mining Rights application was received from the South
African Department of Minerals and Energy, with approval of the Mining Rights
application expected in April 2008.In September 2007, Barrick completed a pre-feasibility study for
the project.Study work and exploration drilling in support of a final feasibility
study have commenced, with completion expected in the second quarter of 2008.  On December 15, 2006, Barrick completed its
transaction with Highland Gold Mining Ltd. (Highland) to transfer ownership
of certain companies holding Russian and Kyrgyz licenses in return for 34.3 million
Highland common shares.  In effect,
Barrick contributed its 50% interest in the Taseevskoye deposit, as well as
other exploration properties in Russia and Central Asia, to Highland, thereby
consolidating ownership of these properties under one company.  As part of the transaction, Barrick has
seconded several of its employees to Highland and has received two additional
seats on Highlands board of directors. 
As a result of various share issuances by Highland during 2007 and early
2008, Barricks equity ownership interest in Highland has been reduced to
20.3%.  Fedorova is a palladium and platinum project with
nickel, copper and gold by-products located in the Kola Peninsula of the
Russian Federation.  Barrick owns 50%
(with an earn-in right to 79%) of Fedorova and is the operator.  Fedorova is a large near surface PGM
(platinum group metals) deposit.  In
2007, Barrick spent $30 million towards the completion of a feasibility study,
including approximately 60,000 meters of drilling.  Barrick is party to a joint-venture agreement with
Xstrata Plc (Xstrata) with respect to the Kabanga nickel deposit and related
concession in Tanzania.  Xstrata is the
operator of the joint venture and the project is currently in the
pre-feasibility stage.  Kabanga, which is
one of the largest undeveloped nickel sulphide deposits in the world, is
located in northwest Tanzania.  The
property is approximately 385 kilometers from Bulyanhulu and approximately 200
kilometers west of Tulawaka.  The main
Kabanga prospecting license was successfully extended to June 30, 2009,
securing tenure beyond the anticipated mining license application in early
2009.  During the three-year feasibility
work plan, Xstrata is expected to fund the first $145 million to maintain its
50% share in the project. Approximately $112 million has been incurred as at
the end of February 2008. The pre-feasibility study for the project is due
to be completed at the end of 2008 with the execution phase of the project
expected to commence in 2009. After the $145 million is spent by Xstrata,
funding will be shared equally by Barrick and Xstrata.  ENVIRONMENT AND CLOSURE  The Companys mining, exploration and development
activities are subject to various levels of federal, provincial or state, and
local laws and regulations relating to protection of the environment, including
requirements for closure and reclamation of mining properties (see Legal
Matters - Government Controls and Regulations).  Barrick has a policy of conducting environmental
audits of its operations to assess the operationscompliance with applicable
laws, regulations, permit requirements,policies, guidelines,
procedures and adopted codes of practice,and their performance in
reducing riskand managing liabilities.  The Companys policy is to perform
environmental audits on a regular and scheduled basis.  In practice, this typically results in
environmental audits at each operating mine every second year and at least once
every five years for other properties. A committee of Barricks Board of Directors
reviews the Companys environmental policies and programs and oversees Barricks
environmental performance.  52


In 2005, Barrick became a signatory to the United
Nations (UN) Global Compact, which represents the worlds largest voluntary
corporate citizenship initiative.  Among
its principles, the UN Global Compact encourages businesses to support a
precautionary approach to environmental challenges, undertake initiatives to
promote greater environmental responsibility, and encourage the development and
diffusion of environmentally friendly technologies.  To provide further guidance toward achieving its
environmental objectives, Barrick developed an Environmental Management System
Standard (EMSS) in 2005.  Each mine
will be required to become compliant with certain designated elements of the
EMSS in each of 2008, 2009 and 2010, by which time full compliance must be
achieved.  Most Barrick mines are already
substantially compliant with the EMSS by virtue of their existing systems. For
example, Zaldívar, Lagunas Norte, Veladero and Pierina are ISO 14001
certified.  Similarly, Goldstrike has an
extensive environmental management system that is based on its many
comprehensive permits.  Each year, Barrick issues a Responsibility Report
that outlines its environmental, health and safety and social responsibility
performance for the year.  During 2007, all of the Companys operations were in
compliance in all material respects with applicable corporate standards and
environmental regulations and there were no material notices of violations,
fines or convictions relating to environmental matters at any of the Companys
operations.  As part of Barricks goal to minimize the impact on
the environment, it develops closure and reclamation plans as part of its
initial project planning and design.  If
it acquires a property that lacks a closure plan, Barrick requires preparation
of a closure plan.  The Company
periodically reviews and updates closure plans to account for additional
knowledge of a property or for changes in applicable laws or regulations. The
Company has estimated future site reclamation and closure obligations, which it
believes will meet current regulatory requirements. See Notes 2 and21 of the Notes to the Consolidated Financial Statements.  The Companys operating facilities have been
designed to mitigate environmental impacts. 
The operations have processes, procedures or facilities in place to
manage substances that have the potential to be harmful to the
environment.  In order to prevent and
control spills and protect water quality, Barrick utilizes multiple levels of
spill containment procedures and routine inspection and monitoring of its
facilities.  The Company also has various
programs to reuse and conserve water at its operations.  In order to mitigate the impact of dust
produced by its operations, Barrick uses several different dust suppression
techniques at its properties.The Company
also installs air pollution controls on air pollution point sources, such as
roaster and autoclave stacks, that meet or exceed applicable legal
standards.The Company has also
implemented safeguards at its properties that are designed to protect wildlife
in the surrounding areas.  Such
safeguards include fencing and netting or other coverings of ponds and tanks,
bird hazing techniques, such as mechanized scarecrows or noisemakers, and the
establishment of alternate water sources and habitats for wildlife.  Certain of the Companys operating properties handle
ore or rock which has the potential to be acid generating, and hence has the
potential to contaminate water by the leaching of metals and salts. Other
operating properties lack acid generating potential, but still present the
potential for leaching of certain salts, such as sulfates, or metalloids, such
as arsenic, by water that might run off of the property.  The Company has implemented programs to
manage the handling of ore and rock to reduce the potential for contamination
of surface or groundwater by either acid or neutral drainage. Such procedures
include segregation of rock with potential for leaching, containment systems
for the collection and treatment of drainage and reclamation and closure steps
designed to minimize water infiltration and oxygen flux.Where necessary, the Company
installs and operates water treatment facilities to manage drainage.  53


Most of the Companys operating properties use
cyanide.  Those facilities are designed
and constructed to prevent process solutions from being released to surface
water or groundwater.  Typically, those
facilities include leak detection systems and have the ability to collect and
treat seepage that may occur.  The
tailings storage facilities are typically fenced and process ponds are
typically netted or other procedures implemented to deter access.  In September 2005, the Company became a
signatory to the International Cyanide Management Code (Code), which is
administered by the International Cyanide Management Institute (the ICMI).  The ICMI is an independent body that was
established by a multi-stakeholder group under the auspice of the United
Nations Environmental Programme. The Code established operating standards for
manufacturers, transporters and mines and provides for third-party
certification of facilities compliance with the Code.  Under the Code, each of the mines that use
cyanide must receive a third party certification inspection by September 2008.  The Company listed all of its mines that use
cyanide for Code certification.  Placer
Dome also became a signatory to the Code in 2005.   All former Placer sites, except Golden
Sunlight and Henty, which have limited mine life, have been designated for Code
certification.  Barricks Goldstrike, Bald
Mountain, Ruby Hill, Cortez, Pierina, Lagunas Norte, Veladero, and Cowal Mines
and the Marigold and Round Mountain Joint Ventures have been certified.  While the Company believes that most of its
remaining operations that use cyanide are already substantially in compliance
with the Code, it will incur expenses achieving full Code compliance at the
remaining operations.  Certain of the
Companys operations sell the mercury captured by their air pollution control
devices.  The Company is committed to the
operation of state-of-the-art controls on all sources of mercury
emissions.  Site specific management
procedures for mercury handling, monitoring and transportation exist at each of
the operations that produce mercury as a co-product. Further, employees receive
training in the safe use and proper management of cyanide, mercury and other
hazardous materials.  The facilities have
instituted handling and shipping procedures designed to minimize the risk of
spills.  All of the mercury is sold to
licensed facilities in the United States.  FINANCIAL RISK-MANAGEMENT  Forward Sales Program  TheCompany has operations in eight principal countries which produce gold and/or
copper, as well asother mineralssuch as silver. The Companys activities expose it to a variety of
market risks, including risks related to the effects of changes in gold and
copper prices and the price of certain other metals. This financial exposure is
monitored and managed by the Company as an integral part of its overall
risk-management program. The Companys risk-management program has historically
focused on the unpredictability of commodity and financial markets and used
financial instruments and forward sales contracts to mitigate significant,
unanticipated earnings and cash flow fluctuations that may arise from
volatility in commodity prices. Price fluctuations in gold and other metals
could cause actual cash inflows from the sale of production to differ from
anticipated cash inflows.  For most of Barricks
history, gold forward sales were a significant element in providing the Company
the relatively stable revenue that helped fuel its growth.In 2002,
Barrick began to take steps to simplify and reduce the size of its gold forward
sales program. With the Companys positive outlook for the gold price,
continued low historical interest rates (which may lead to lower forward sales
price premiums) and Barricks strong financial position, the Company has been
managing the program down to a lower percentage of overall gold reserves. In
late 2003, Barrick adopted a no-new-hedge gold policy such that it will not
add new ounces to its gold forward sales program and will pursue opportunities
to reduce its gold forward sales position.  54


Barricks gold and silver forward sales contracts
represent agreements to sell gold and silver on a delivery date in the future.
Barrick delivers actual physical production to satisfy the obligations under
these contracts. Barrick may, at its discretion, choose to deliver gold
production against any gold forward sales contract in advance of the contracts
termination date.  The rights and obligations under Barricks gold
forward sales contracts are set out in master trading agreements executed with
various counterparties. The selling price under a contract is based on the
forward price of gold at the future delivery date, which Barrick believes is
essentially a function of the spot gold price on the date the contract is
entered into plus a premium (commonly referred to as contango) through the
future delivery date. Generally, though not always, the future price for the
sale of gold under the contract is higher than the spot gold price at the time
the contract is entered into.  In some
cases, the premium can be reduced or become negative (known as backwardation)
where there is a lack of liquidity in the gold leasing market, but,
historically, this occurrence has been relatively uncommon and
short-lived.   The premium can also be
reduced or become negative due to factors including lower interest rates,
higher gold lease rates, credit risk affecting the counterparties, relating to
both the counterparties and Barricks credit quality, and the economic impact
on the counterparties associated with funding a negative mark-to-market
position on outstanding contracts.  Barrick diversifies its gold forward sales contracts
across a number of counterparties, limits exposure to individual counterparties
and regularly monitors its counterparties credit ratings. Barrick spreads out
the delivery dates under such contracts so as to have more production than is
required to be delivered into such contracts at any given time. To date, all
counterparties have fully performed their obligations under such arrangements.  Depending on market conditions and other factors,
Barrick may choose to deliver a portion of its gold production into its gold
forward sales program at prices that are below the spot price. There can be no
assurance that Barrick will be able to achieve in the future realized prices
for gold that exceed the spot price as a result of its gold forward sales
program. If Barrick chooses to deliver a portion of its gold production into
its Project Gold Sales Contracts (defined below) at prices that are below the
prevailing spot price, it would incur an opportunity loss on those contracts.  For a summary of the Companys future gold sale and
delivery commitments and associated risks, see Notes 5 and 20 of the Notes to
the Consolidated Financial Statements for the year ended December 31, 2007,
pages 38 and 57 to 60of the Companys Annual ReportFinancial Report 2007 to Shareholders for the year ended December 31,
2007 and Risk Factors.  Project Gold Sales Contracts  In anticipation of building its projects, as at December 31,
2007, the Company hadallocated
9.5million ounces of gold forward sales
contracts (including 1.7 million ounces offloating spot-price gold
forward sales contracts)specifically to its projects future gold production (Project Gold Sales
Contracts). The Company allocated these contracts as part of a strategy to
help reduce gold price risk at its projects and provide price support for any
future financing.  As at December 31,
2007, the negative mark-to-market value of the Project Gold Sales Contracts was
approximately $4.6 billion, based on a gold price of $834 per ounce.  Corporate Gold Sales Contracts  In early 2007, the Company made the voluntary
decision to eliminate its remaining gold forward sales contracts not
specifically allocated to its projects future gold production (Corporate Gold
Sales Contracts).  During the first half
of 2007, Barrick eliminated its remaining Corporate Gold Sales  55


Contracts by delivering 2.5 million ounces of
its gold production, at an average price of $404 per ounce, into its Corporate
Gold Sales Contracts.The elimination of the
Corporate Gold Sales Contracts resulted in a reduction to Barricks pre-tax
income and cash flow of $636 million, in the first half of 2007.Its remaining
gold production was delivered into the spot market. In 2007, the Company
realized an average price of $619 per ounce compared with the average London P.M.
Fix for the year of $695per
ounce. In comparison, for 2006, the Company realized an average gold price of
$543 per ounce compared with the average London P.M. Fix for the year of
$604per ounce.  Copper Sales  In early October 2006, Barrick issued $1
billion of copper-linked notes (the Notes) comprised of $400 million of 5.75%
notes due 2016 and $600 million of 6.35% notes due 2036.  During the first three years of these Notes,
the original $1 billion of funding is to be repaid in the dollar equivalent of
approximately 324 million pounds of copper. 
The terms of the Notes result in an embedded fixed-price forward copper
sales contract. Under the terms of the Notes, as at December 31, 2007,
Barrick will receive $3.08per pound for
a total of 156 million pounds of copper sales in the period 2008 to 2009,
including 103 million pounds in 2008.   In February 2007,
Barrick entered into a call option transaction whereby it is able to
participate in stronger copper prices of up to $3.58 per pound, while
maintaining a floor price of $3.08 per pound, on the remaining 156 million
pounds of copper (as at the date of the transaction) in the Notes.  During 2007, Barrick
added 392 million pounds of copper collar contracts.  120 million pounds of copper under such
contracts related to 2007, with the remaining 272 million pounds of copper
under such contracts providing an average floor price of $3.00 and an average
cap price of $3.92 for copper sales in 2008. 
207 million pounds of the collars are designated against copper cathode
sales at the Zaldívar mine and 65 million pounds are designated against copper
concentrate sales at the Osborne mine.  Currency,
Interest Rate and Other Commodity Hedge Programs  The Company also monitors and manages exposures
related to currencies, interest rates and other commodity prices. Currency risk
mainly arises on non-U.S. dollar cash expenditures at the Companys Australian,
Canadian, South American and Papua New Guinean mines that are denominated in
local currencies. Interest rate risk mainly relates to interest income receipts
on cash balances and interest payments on variable-rate debt obligations.
Commodity price risk arises in respect of commodities such as copper produced
at the Zaldívar and Osborne mines, nickel, platinum and palladium at certain of
is projects, and the costs of electricity, acid, diesel fuel, natural gas and other
inputs consumed at each of the Companys operations. The Company mainly uses
forward exchange contracts, interest rate swaps and forward commodity contractsto mitigate the impact of volatility in
currency exchange rates, interest rates and commodity prices on its business.  Barrick continues to enter into other financial and
commodity instruments to mitigate the effect of other risks that are inherent
in its business, and also to take advantage of opportunities to secure
attractive pricing for currencies, interest rates and other commodities.  For a summary of the derivative instruments
used in the Companys currency, interest rate and commodity hedge programs, see
Note 20of the Notes to the Consolidated
Financial Statements.  Oversight and Control Over
Risk-Management Activities  The Companys financial risk-management activities
are subject to the management, direction, and control of its Finance Committee
as part of that Committees oversight of the Companys investment activities
and treasury function. The Finance Committee, which is comprised of four
members of the  56


Companys Board of Directors, including the
Companys Chief Executive Officer, reports to the Board of Directors on the
scope of the Companys risk-management strategy (including the gold forward
sales hedge program) and other activities. The Finance Committee approves
corporate policy that defines the Companys risk-management objectives and
philosophy relating to financial risk-management activities and provides
guidance for financial instrument usage. The Finance Committee also approves
hedging strategies that are developed by management through its analysis of
risk exposures to which the Company is subject, and commodity, foreign exchange
and interest rate market analysis from internal and industry sources. The
resulting hedging strategies are then incorporated into the Companys overall
risk-management strategies.  Responsibility for the implementation of gold sales,
hedging and risk-management strategies is delegated to the Companys treasury
function. A report on Barricks gold sales and hedge position, detailing the
size of the hedge position by contract type, diversification of the position
among counterparties and each counterpartys recent credit rating and the
latest fair value of each group of contracts, is prepared bi-monthly and
distributed to the Chief Financial Officer and the Chairman of the Finance
Committee. The Finance Committee and the Board of Directors also receive a
report on Barricks hedging and overall risk-management position at each of
their regularly scheduled meetings.  Barrick maintains a separate compliance function to
independently monitor and record gold sales and hedging activities and achieve
segregation of duties of personnel responsible for entering into hedging
transactions from personnel responsible for recording and reporting
transactions. In addition, the treasurer regularly monitors gold sales and
hedging transactions entered into by the treasury group. All confirmations and
settlements of transactions are processed and checked independently of the
treasury group. Responsibility for entering into gold sales and hedging
transactions is limited to a small group of experienced treasury personnel. Summaries
of each individual transaction, setting out the terms of the transactions and
the identity of the individual executing each transaction, are generated by the
treasury group and delivered to the compliance function on a daily basis. New
transaction confirmations from counterparties are received directly by the
compliance function and checked against the documentation generated by the
treasury group. Barrick has not entered into gold delivery commitments that are
not covered by scheduled production.  LEGAL MATTERS  Government
Controls and Regulations  The Companys business is subject to various levels
of government controls and regulations, which are supplemented and revised from
time to time.  In the U.S., certain of Barricks mineral reserves
and operations occur on unpatented lode mining claims and mill sites that are
on federal lands that are subject to federal mining and other public land laws.
Changes in such laws or regulations promulgated under such laws could affect
mine development and expansion and significantly increase regulatory
obligations and compliance costs with respect to exploration, mine development,
mine operations and closure and could prevent or delay certain operations by
the Company.  During 2007, the U.S. House of Representatives
passed a bill that would amend the General Mining Act of 1872
in the United States.  As passed by the House, the bill would impose
royalties of 4-8% on production from unpatented mining claims, as well as
impose additional, potentially significant, costs and risks on mining
companies seeking to operate on such claims.  No similar bill has
been introduced in the  57


Senate.  Consequently, the
prospects for a revision of the General Mining Act of 1872
in this session of Congress remain uncertain.  In 2002, as
an emergency measure, Argentina adopted a 5% export duty on certain
mineral products, including gold.  At the time the duty was described
as temporary.  Veladeros export of gold dore is currently subject to
this duty.  The Argentinean government has recently extended the
application of this duty to additional mines and increased the rate to 10% for
certain minerals other than gold.  It appears possible that the
Argentinean government will attempt to further increase the export duty
rates or otherwise impose additional taxes or burdens on the Companys mineral
production as additional revenue enhancement measures.  Should
export duties continue to be in place at the time that the Company
commences production from Pascua-Lama, it is possible that such production
will be subjected to such duties.  In 2007, the Argentinean government issued rules to
regulate the environmental damage insurance requirement set forth in the
National General Environmental Law, which applies to mining activities. Until
this regulatory process, required for insurance implementation, has been
completed, Barrick cannot assess the impact on its operations.  The State of Nevada adopted new regulations
governing mercury air emissions from precious metal mining operations in 2005.
The Company believes that it will be able to comply with these regulations.
Barrick expects that these regulations will likely impose additional capital
and operating costs at its operations in Nevada.  In August 2006,
Barrick, along with other mining companies, entered into negotiations with the
Peruvian government regarding making a voluntary contribution to the
government.  In February 2007,
Barrick entered into an agreement with the Peruvian government setting out the
terms of its contribution in respect of the Pierina and Lagunas Norte
mines.  The total term of the agreement
is five years.  Contributions will be
held in trust and used by the Company for the purpose of promoting well-being,
social development and improving the living conditions of people and
communities located mainly in the areas of the Companys mines.  In 2007, based on the 2006 profits of both
mines, Barrick contributed approximately $7.9 million.  In 2006, Barrick entered into a three-year agreement
with the Tanzanian government to restructure its Mine Development Agreements (MDAs)
in respect of its Bulyanhulu, Tulawaka and North Mara mines.  Under the amended MDAs, commencing December 31,
2006, until such time that any of its three operating mines are in a tax paying
position, Barrick will make annual payments of $7 million to the Tanzanian
government.  Barrick is unable to predict what additional
legislation or revisions may be proposed that might affect its business or when
any such proposals, if enacted, might become effective. Such changes, however,
could require increased capital and operating expenditures and could prevent or
delay certain operations by the Company.  The various
levels of government controls and regulations address, among other things, the
environmental impact of mining and mineral processing operations. With respect
to the regulation of mining and processing, legislation and regulations in
various jurisdictions establish performance standards, air and water quality emission
standards and other design or operational requirements for various components
of operations, including health and safety standards. Legislation and
regulations also establish requirements for decommissioning, reclamation and
rehabilitation of mining properties following the cessation of operations, and
may require that some former mining properties be managed for long periods of
time. In addition, in certain jurisdictions, the Company is subject to foreign
investment  58


controls and regulations governing its ability to remit earnings
abroad.  The Company
believes that it is in substantial compliance with all material current
government controls and regulations at each of its properties.  Legal Proceedings  Set out below is a
summary of potentially material legal proceedings to which Barrick is a party.  Wagner Complaint  On June 12, 2003, a complaint was filed against
Barrick and several of its current or former officers in the U.S. District
Court for the Southern District of New York. The complaint is on behalf of
Barrick shareholders who purchased Barrick shares between February 14,
2002 and September 26, 2002. It alleges that Barrick and the individual
defendants violated U.S. securities laws by making false and misleading
statements concerning Barricks projected operating results and earnings in
2002. The complaint seeks an unspecified amount of damages. Other parties filed
several other complaints, making the same basic allegations against the same
defendants. In September 2003, the cases were consolidated into a single
action in the Southern District of New York. The plaintiffs filed a Third
Amended Complaint on January 6, 2005. 
On May 23, 2005, Barrick filed a motion to dismiss part of the
Third Amended Complaint.  On January 31,
2006, the Court issued an order granting in part and denying in part Barricks
motion to dismiss.  Both parties moved
for reconsideration of a portion of the Courts January 31, 2006 Order. On
December 12, 2006, the Court issued its order denying both parties
motions for reconsideration.On February 15,
2008, the Court issued an order granting the plaintiffs motion for class
certification.  Discovery is
ongoing.  Barrick intends to defend the
action vigorously.  No amounts have been
accrued for any potential loss under this complaint.  Marinduque Complaint  Placer Dome has been named the sole defendant in a
Complaint filed on October 4, 2005 by the Provincial Government of
Marinduque, an island province of the Philippines (Province), with the
District Court in Clark County, Nevada. 
The action was removed to the Nevada Federal District Court on motion of
Placer Dome. The Complaint asserts that Placer Dome is responsible for alleged
environmental degradation with consequent economic damages and impacts to the
environment in the vicinity of the Marcopper mine that was owned and operated
by Marcopper Mining Corporation (Marcopper). 
Placer Dome indirectly owned a minority shareholding of 39.9% in
Marcopper until the divestiture of its shareholding in 1997.  The Province seeks to recover damages for
injuries to the natural, ecological and wildlife resources within its territory,
but does not seek to recover damages for individual injuries sustained by its
citizens either to their persons or their property. In addition to damages for
injury to natural resources, the Province seeks compensation for the costs of
restoring the environment, an order directing Placer Dome to undertake and
complete the remediation, environmental cleanup, and balancing of the ecology
of the affected areas, and payment of the costs of environmental monitoring.
The Complaint addresses the discharge of mine tailings into Calancan Bay, the
1993 Maguila-guila dam breach, the 1996 Boac river tailings spill, and alleged
past and continuing damage from acid rock drainage.  At the time of the amalgamation of Placer Dome and
Barrick, a variety of motions were pending before the District Court, including
motions to dismiss the action for lack of personal jurisdiction and for forum non conveniens (improper choice of forum).  However, on June 29, 2006, the Province
filed a Motion to join Barrick as an additional named Defendant and for leave
to file a Third Amended Complaint.The Court
granted that motion on March 2, 2007. 
On March 6, 2007, the Court issued an  59


order setting a briefing schedule on the
Companys motion to dismiss on grounds of forum non conveniens.   Briefing was completed on May 21, 2007,
and on June 7, 2007, the Court issued an order granting the Companys
motion to dismiss.  On June 25,
2007, the Province filed a motion requesting the Court to reconsider its order
dismissing the action.  The Company
opposed the motion for reconsideration. 
On July 6, 2007, the Province filed a Notice of Appeal to the U.S.
Court of Appeals Ninth Circuit from the order on the motion to dismiss.  On August 8, 2007, the Ninth Circuit
issued an order holding the appeal in abeyance pending the District Courts
resolution of the motion for reconsideration. 
On January 16, 2008, the District Court issued an order denying the
Provinces motion for reconsideration. 
Following the District Court order, the Province has filed an amended
Notice of Appeal.  Barrick will challenge
the claims of the Province on various grounds and otherwise vigorously defend
the action.  No amounts have been accrued
for any potential loss under this complaint.  Calancan Bay Complaint  On July 23, 2004, a complaint was filed against
Marcopper and Placer Dome in the Regional Trial Court of Boac, on the
Philippine island of Marinduque, on behalf of a putative class of fishermen who
reside in the communities around Calancan Bay, in northern Marinduque.  The complaint alleges injuries to health and
economic damages to the local fisheries resulting from the disposal of mine
tailings from the Marcopper mine.  The
total amount of damages claimed is approximately $900 million.  On October 16, 2006, the Court granted the
plaintiffs application for indigent status, allowing the case to proceed
without payment of filing fees.  On January 17,
2007, the Court issued a summons to Marcopper and Placer Dome.  To date, Barrick is not aware of any attempts
to serve the summons on Placer Dome, nor does it believe that Placer Dome is
properly amenable to service in the Philippines.  If service is attempted, the Company intends
to defend the action vigorously.  No
amounts have been accrued for any potential loss under this complaint.  Pakistani Constitutional Litigation  On November 28, 2006, a Constitutional Petition
was filed in the High Court of Balochistan by three Pakistan citizens against:
Barrick, the governments of Balochistan and Pakistan, the Balochistan
Development Authority (BDA), Tethyan Copper Company (TCC), Antofagasta Plc
(Antofagasta), Muslim Lakhani and BHP (Pakistan) Pvt Limited (BHP).  The Petition alleged, among other things, that the
entry by the BDA into the 1993 Joint Venture Agreement (JVA) with BHP to
facilitate the exploration of the Reko Diq area and the grant of related
exploration licenses were illegal and that the subsequent transfer of the
interests of BHP in the JVA and the licenses to TCC was also illegal and should
therefore be set aside.  Barrick
currently indirectly holds 50% of the shares of TCC, with Antofagasta
indirectly holding the remaining 50%.  On June 26, 2007, the High Court of Balochistan
dismissed the Petition against Barrick and the other respondents in its
entirety.  On August 23, 2007, the
petitioners filed a Civil Petition for Leave to Appeal in the Supreme Court of
Pakistan.  The Supreme Court of Pakistan
has not yet considered the Civil Petition for Leave to Appeal.  Barrick intends to defend this action
vigorously.  No amounts have been accrued
for any potential loss under this complaint.  NovaGold Litigation  On August 24, 2006, during the pendency of
Barricks unsolicited bid for NovaGold Resources Inc. (NovaGold), NovaGold
filed a complaint against Barrick in the United States District Court for the
District of Alaska.  The complaint was
amended on several occasions with the most recent amendment  60


having been filed in January 2007.  The complaint, as amended, sought a
declaration that Barrick will be unable to satisfy the requirements of the
Mining Venture Agreement between NovaGold and Barrick which would allow Barrick
to increase its interest in the Donlin Creek joint venture from 30% to
70%.  NovaGold also asserted that Barrick
breached its fiduciary and contractual duties to NovaGold, including its duty
of good faith and fair dealing, by misusing confidential information of
NovaGold regarding NovaGolds Galore Creek project in British Columbia.  NovaGold sought declaratory relief, an
injunction and an unspecified amount of damages.  Barricks Motion to Dismiss NovaGolds
amended complaint was heard on February 9, 2007.  On July 17, 2007, the Court issued its
order granting the Motion to Dismiss with respect to all claims.  On August 28, 2007, NovaGold filed a
notice of appeal as to a portion of the district courts order granting Barricks
motion to dismiss.  On August 11, 2006, NovaGold filed a complaint
against Barrick in the Supreme Court of British Columbia.  The complaint asserted that in the course of
discussions with NovaGold of a potential joint venture for the development of
the Galore Creek project, Barrick misused confidential information of NovaGold
regarding that project to, among other things, wrongfully acquire Pioneer
Metals Corporation (Pioneer), a company that holds mining claims adjacent to
NovaGolds project, and now a wholly-owned subsidiary of Barrick.  NovaGold asserted that Barrick breached
fiduciary duties owed to NovaGold, intentionally and wrongfully interfered with
NovaGolds interests and has been unjustly enriched.  NovaGold sought a constructive trust over the
shares in Pioneer acquired by Barrick and an accounting for any profits of
Barricks conduct, as well as an unspecified amount of damages.  On December 3, 2007 Barrick and NovaGold
announced that a global settlement of all disputes between them had been
reached including the transfer to Galore Creek Mining Corporation (owned
equally through a partnership between NovaGold and Teck Cominco Limited) of the
Grace claims adjacent to Galore Creek. In addition, Barrick and NovaGold
restructured the Donlin Creek joint venture to form a limited liability
company, Donlin Creek LLC, jointly owned by Barrick and NovaGold.  As part of the restructuring, NovaGold has
agreed to reimburse Barrick over time for approximately $63.5 million, representing
50% of Barricks approximately $127 million of expenditures at the Donlin Creek
project accumulated from April 1, 2006 to November 30, 2007. As a
result of this global settlement, all pending legal actions between Barrick and
NovaGold have been dismissed.  SUNAT Tax Assessment  In September 2004, the Tax Court of Peru issued
a decision in Barricks favor in the matter of its appeal of a 2002 income tax
assessment for an amount of $32 million, excluding interest and penalties.  The assessment mainly related to the validity
of a revaluation of the Pierina mining concession, which affected its tax basis
for the years 1999 and 2000.  In January 2005,
Barrick received written confirmation that there would be no appeal of the September 2004
Tax Court of Peru decision.  The
confirmation concluded the administrative and judicial appeals process with
resolution in Barricks favor.  Notwithstanding the favorable Tax Court decision
received in September 2004, on an audit concluded in 2005, SUNAT
reassessed Barrick on the same issue for tax years 2001 to 2003.  On October 19, 2007, SUNAT confirmed
their reassessment. The tax assessment is for $49 million of tax, plus interest
and penalties of $116 million.  Barrick
filed an appeal to the Tax Court of Peru within the statutory period.  Barrick believes that the audit reassessment
has no merit, that it will prevail in court again, and accordingly no liability
has been recorded for this reassessment.  General  Barrick and its subsidiaries are, from time to time,
involved in various claims, legal proceedings and complaints arising in the
ordinary course of business. Barrick is also subject to reassessment for income  61


and mining taxes for certain years. Barrick
does not believe that adverse decisions in any pending or threatened
proceedings related to any potential tax assessments or other matters, or any
amount which it may be required to pay by reason thereof, will have a material
adverse effect on the financial condition or future results of operations of Barrick.  RISK
FACTORS  The risks described below are not the only ones
facing Barrick.  Additional risks not
currently known to Barrick, or that Barrick currently deems immaterial, may
also impair Barricks operations.  Metal price volatility  Barricks business is strongly affected by the world
market price of gold and copper. If the world market price of gold or copper
were to drop and the prices realized by Barrick on gold or copper sales were to
decrease significantly and remain at such a level for any substantial period,
Barricks profitability and cash flow would be negatively affected.  Gold and copper prices can be subject to volatile
price movements, which can be material and can occur over short periods of time
and are affected by numerous factors, all of which are beyond Barricks
control. Based on current estimates of Barricks 2008 production and sales, the
approximate sensitivity of its income from continuing operations before income
tax, royalties and other items to a 10% change in metal prices from 2007
average spot rates is $560 million for gold and $130 million for copper. The
factors that may affect the price of gold include industry factors such as:
industrial and jewelry demand; the level of demand for gold as an investment;
central bank lending, sales and purchases of gold; speculative trading; and
costs of and levels of global gold production by producers of gold. Gold prices
may also be affected by macroeconomic factors, including: expectations of the
future rate of inflation; the strength of, and confidence in, the U.S. dollar,
the currency in which the price of gold is generally quoted, and other
currencies; interest rates; and global or regional, political or economic
uncertainties.  Factors tending to affect
the price of copper include: global mine production; scrap recycling and
inventory stocks; general economic conditions; industrial demand; speculative
trading; and the relative strength of the U.S. dollar against other fiat
currencies. In addition, certain of Barricks mineral projects include other
minerals: nickel, platinum and palladium, silver and copper, each of which is
subject to price volatility based on factors beyond Barricks control.  Depending on the market price of the relevant metal,
Barrick may determine that it is not economically feasible to continue
commercial production at some or all of its operations or the development of
some or all of its current projects, as applicable, which could have an adverse
impact on Barricks financial performance and results of operations.  In such a circumstance, Barrick may also
curtail or suspend some or all of its exploration activities, with the result
that depleted reserves are not replaced. 
In addition, the market value of Barricks gold or copperinventory may be reduced and existing reserves may be
reduced to the extent that ore cannot be mined and processed economically at
the prevailing prices.  Replacement of depleted reserves  Barrick must continually replace reserves depleted
by production to maintain production levels over the long term.  Reserves can be replaced by expanding known
orebodies, locating new deposits or making acquisitions.  Exploration is highly speculative in nature.
Barricks exploration projects involve many risks and are frequently
unsuccessful.  Once a site with
mineralization is discovered, it may take several years from the initial phases
of drilling until production is possible, during which time the economic
feasibility of production may change. Substantial expenditures are required to
establish proven and  62


probable reserves and to construct mining and
processing facilities. As a result, there is no assurance that current or
future exploration programs will be successful. 
There is a risk that depletion of reserves will not be offset by
discoveries or acquisitions.  The mineral
base of Barrick may decline if reserves are mined without adequate replacement
and Barrick may not be able to sustain production beyond the current mine
lives, based on current production rates.  Projects  Barricks ability to sustain or increase its present
levels of gold and copper production is dependent in part on the success of its
projects. There are many risks and unknowns inherent in all projects.   For example, the economic feasibility of
projects is based upon many factors, including: the accuracy of reserve
estimates; metallurgical recoveries with respect to gold, copper and
by-products; capital and operating costs of such projects; and the future
prices of the relevant minerals. Projects also require the successful
completion of feasibility studies, the resolution of various fiscal, tax and
royalty matters, the issuance of necessary governmental permits and the
acquisition of satisfactory surface or other land rights.  It may also be necessary for Barrick to,
among other things, find or generate suitable sources of power and water for a
project, ensure that appropriate community infrastructure is developed by third
parties to support the project and to secure appropriate financing to develop
it.  Projects have no operating history upon which to
base estimates of future cash flow.  The
capital expenditures and time required to develop new mines or other projects
are considerable and changes in costs or construction schedules can affect
project economics.  Thus, it is possible
that actual costs may increase significantly and economic returns may differ
materially, from Barricks estimates or that Barrick could fail to obtain the
satisfactory resolution of fiscal and tax matters or the governmental approvals
necessary for the operation of a project, in which case, the project may not
proceed, either on its original timing, or at all. It is not unusual in the
mining industry for new mining operations to experience unexpected problems
during the start-up phase, resulting in delays and requiring more capital than
anticipated.  Mineral reserves and resources  Barricks mineral reserves and mineral resources are
estimates, and no assurance can be given that the estimated reserves and
resources are accurate or that the indicated level of gold, copper or any other
mineral will be produced.  Such estimates
are, in large part, based on interpretations of geological data obtained from
drill holes and other sampling techniques. 
Actual mineralization or formations may be different from those
predicted.  Further, it may take many
years from the initial phase of drilling before production is possible, and
during that time the economic feasibility of exploiting a discovery may change.  The SEC does not permit mining companies in their
filings with the SEC to disclose estimates other than mineral reserves.  However, because Barrick prepares this Annual
Information Form in accordance with Canadian disclosure requirements, it
contains resource estimates, which are required by National Instrument 43-101,
as well.  Mineral resource estimates for
properties that have not commenced production are based, in many instances, on
limited and widely spaced drill hole information, which is not necessarily
indicative of the conditions between and around drill holes.  Accordingly, such mineral resource estimates
may require revision as more drilling information becomes available or as
actual production experience is gained.  No
assurance can be given that any part or all of Barricks mineral resources
constitute or will be converted into reserves.  Market price fluctuations of gold, copper, silver
and certain other metals, as well as increased production and capital costs or
reduced recovery rates, may render Barricks proven and probable  63


reserves unprofitable to develop at a
particular site or sites for periods of time or may render mineral reserves
containing relatively lower grade mineralization uneconomic. Moreover,
short-term operating factors relating to the mineral reserves, such as the need
for the orderly development of orebodies or the processing of new or different
ore grades, may cause mineral reserves to be reduced or Barrick to be
unprofitable in any particular accounting period.  Estimated reserves may have to be
recalculated based on actual production experience. Any of these factors may
require Barrick to reduce its mineral reserves and resources, which could have
a negative impact on Barricks financial results. Failure to obtain or maintain
necessary permits or government approvals or changes to applicable legislation
could also cause Barrick to reduce its reserves.  There is also no assurance that Barrick will
achieve indicated levels of gold or copper recovery or obtain the prices
assumed in determining such reserves.  Price volatility and availability
of other commodities  The profitability of Barricks business is affected
by the market prices of commodities produced as by-products at Barricks mines,
such as silver, as well as the cost and availability of commodities which are
consumed or otherwise used in connection with Barricks operations and
projects, including, but not limited to, diesel fuel, natural gas, electricity,
acid, steel, concrete and cyanide. Prices of such commodities can be subject to
volatile price movements, which can be material and can occur over short
periods of time, and are affected by factors that are beyond Barricks control.
An increase in the cost, or decrease in the availability, of construction
materials such as steel and concrete may affect the timing and cost of Barricks
projects.  If Barricks proceeds from the
sale of by-products were to decrease significantly, or the costs of certain
commodities consumed or otherwise used in connection with Barricks operations
and projects were to increase, or their availability to decrease,
significantly, and remain at such levels for a substantial period of time,
Barrick may determine that it is not economically feasible to continue
commercial production at some or all of Barricks operations or the development
of some or all of Barricks current projects, which could have an adverse
impact on Barrick as described under   Metal price volatility above.  Mining risks and insurance risks  The mining
industry is subject to significant risks and hazards, including environmental
hazards, industrial accidents, unusual or unexpected geological conditions,
labor force disruptions, unavailability of materials and equipment, weather
conditions, pit wall failures, rock bursts, cave-ins, flooding, seismic
activity, water conditions and gold bullion losses, most of which are beyond
Barricks control. These risks and hazards could result in: damage to, or
destruction of, mineral properties or producing facilities; personal injury or
death; environmental damage; delays in mining; and monetary losses and possible
legal liability.   As a result,
production may fall below historic or estimated levels and Barrick may incur
significant costs or experience significant delays that could have a material
adverse effect on Barricks financial performance, liquidity and results of
operation.  Barrick maintains insurance to cover some of these
risks and hazards.  The insurance is
maintained in amounts that are believed to be reasonable depending on the
circumstances surrounding each identified risk. 
No assurance can be given that such insurance will continue to be
available, or that it will be available at economically feasible premiums, or
that Barrick will maintain such insurance. Barricks property, liability and
other insurance may not provide sufficient coverage for losses related to these
or other risks or hazards. In addition, Barrick does not have coverage for
certain environmental losses and other risks, as such coverage cannot be
purchased at a commercially reasonable cost. 
The lack of, or insufficiency of, insurance coverage could adversely
affect Barricks cash flow and overall profitability.  64


Production and
cost estimates  Barrick prepares estimates of future
production, cash costs and capital costs of production for particular
operations. No assurance can be given that such estimates will be achieved.
Failure to achieve production or cost estimates or material increases in costs
could have an adverse impact on Barricks future cash flows, profitability,
results of operations and financial condition.  Barricks actual production and costs may
vary from estimates for a variety of reasons, including: actual ore mined
varying from estimates of grade, tonnage, dilution and metallurgical and other
characteristics; short-term operating factors relating to the ore reserves,
such as the need for sequential development of orebodies and the processing of
new or different ore grades; revisions to mine plans; risks and hazards
associated with mining; natural phenomena, such as inclement weather
conditions, water availability, floods, and earthquakes; and unexpected labor
shortages or strikes.  Costs of
production may also be affected by a variety of factors, including: changing
waste-to-ore ratios, ore grade metallurgy, labor costs, the cost of
commodities, general inflationary pressures and currency exchange rates.  Environmental, health and safety
regulations; permits  Barricks mining and processing operations and
exploration activities are subject to extensive laws and regulations governing
the protection of the environment, waste disposal, worker safety, mine
development and protection of endangered and other special status species.  In addition, Barricks ability to
successfully obtain key permits and approvals to explore for, develop and
operate mines and to successfully operate in communities around the world will
likely depend on its ability to develop, operate and close mines in a manner
that is consistent with the creation of social and economic benefits in the
surrounding communities.  Barricks
ability to obtain permits and approvals and to successfully operate in
particular communities may be adversely impacted by real or perceived
detrimental events associated with Barricks activities or those of other
mining companies affecting the environment, human health and safety or the
surrounding communities.  Delays in
obtaining or failure to obtain government permits and approvals may adversely
affect Barricks operations, including its ability to explore or develop
properties, commence production or continue operations.  Barrick has made, and expects to make in the
future, significant expenditures to comply with such laws and regulations and,
to the extent possible, create social and economic benefit in the surrounding
communities. Future changes in applicable laws, regulations and permits or
changes in their enforcement or regulatory interpretation could have an adverse
impact on Barricks financial condition or results of operations.  Failure to comply with applicable environmental and
health and safety laws and regulations may result in injunctions, fines,
suspension or revocation of permits and other penalties.  There can be no assurance that Barrick has
been or will at all times be in full compliance with all such laws and
regulations and with its environmental and health and safety permits or that
Barrick has all required permits.  The
costs and delays associated with compliance with these laws, regulations and
permits could stop Barrick from proceeding with the development of a project or
the operation or further development of a mine or increase the costs of
development or production and may materially adversely affect Barricks
business, results of operations or financial condition.  Barrick may also be held responsible for the
costs of addressing contamination at the site of current or former activities
or at third party sites.  Barrick could
also be held liable for exposure to hazardous substances.  The costs associated with such
responsibilities and liabilities may be significant.  In certain of the countries in which Barrick has
operations, it is required to submit, for government approval, a reclamation
plan for each of its mining sites that establishes Barricks obligation to
reclaim property after minerals have been mined from the site. In some
jurisdictions, bonds or other forms of financial assurances are required for
security for these reclamation activities. Barrick may incur  65


significant costs in connection with these
reclamation activities, which may materially exceed the provisions Barrick has
made for such reclamation.  In addition,
the unknown nature of possible future additional regulatory requirements and
the potential for additional reclamation activities create further
uncertainties related to future reclamation costs, which may have a material
adverse effect on Barricks financial condition, liquidity or results of
operations.  Barrick is involved in
various investigative and remedial actions. 
There can be no assurance that the costs of such actions would not be
material.  When a previously unrecognized
reclamation liability becomes known or a previously estimated cost is
increased, the amount of that liability or additional cost is expensed, which
may materially reduce net income in that period.  Foreign investments and
operations  Barrick conducts mining, development and exploration
activities in many countries, including the United States, Canada, Australia,
Argentina, Chile, Peru, Dominican Republic, Papua New Guinea, Pakistan, Russia,
South Africa and Tanzania. Mining investments are subject to the risks normally
associated with any conduct of business in foreign countries including:
uncertain political and economic environments; war, terrorism and civil
disturbances; changes in laws or policies of particular countries, including
those relating to imports, exports, duties and currency; cancellation or
renegotiation of contracts; royalty and tax increases or other claims by
government entities, including retroactive claims; risk of loss due to disease
and other potential endemic health issues; risk of expropriation and nationalization;
delays in obtaining or the inability to obtain or maintain necessary
governmental permits; currency fluctuations; restrictions on the ability of
local operating companies to sell gold, copper or other minerals offshore for
U.S. dollars, and on the ability of such companies to hold U.S. dollars or
other foreign currencies in offshore bank accounts; import and export
regulations, including restrictions on the export of gold, copper or other
minerals; limitations on the repatriation of earnings; and increased financing
costs.  These risks may limit or disrupt operating mines or
projects, restrict the movement of funds, cause Barrick to have to expend more
funds than previously expected or required, or result in the deprivation of
contract rights or the taking of property by nationalization or expropriation
without fair compensation, and may materially adversely affect Barricks
financial position or results of operations. 
Furthermore, in the event of a dispute arising from Barricks activities
in Argentina, Chile, Peru, Dominican Republic, Papua New Guinea, Pakistan,
Russia, South Africa or Tanzania, Barrick may be subject to the exclusive
jurisdiction of courts outside North America and Australia, which could
adversely affect the outcome of the dispute.  A number of economic and social issues exist that
increase Barricks political and economic risk. 
For example, infectious diseases (including malaria, HIV/AIDS and
tuberculosis) are major health care issues in certain of the countries in which
Barrick operates.  In Tanzania, Barrick
has implemented infectious disease programs, including malaria control programs
and tuberculosis and HIV/AIDS awareness and prevention programs for its
employees, families and local communities at its Bulyanhulu mine, Tulawaka mine
and North Mara mine.  It is not possible
to determine with certainty the future costs that Barrick may incur in dealing
with these issues at its operations in Tanzania and elsewhere, however, if the
number of infections increases, costs associated with treatment and employee
retraining may also increase, affecting profitability.  In Papua New Guinea, the location of the Porgera
gold mine and where Barrick has access to over 5,300 square kilometers of
exploration property, there is a greater level of political and economic risk
compared to some other countries in which Barrick operates.  The Porgera mines infrastructure, including
power, water and fuel, may be at risk of sabotage.  Porgera has extensive community relations  66


and security groups to anticipate and manage
social issues that may arise because of the evolving nature of its community.  The Porgera mine has, on a number of occasions,
experienced delays in the granting of operating permits and licenses necessary
for these businesses to conduct their lawful operations.  Although there has never been an interruption
to operations due to an issue of this nature, if at any time in the future
permits essential to lawful operations are not obtained or exemptions are not
granted, there is a risk that the Porgera mine may not be able to operate for a
period of time. Future government actions cannot be predicted, but may impact
the operation and regulation of mines including Porgera.  Government regulation
and changes in legislation  The Companys business is subject to various levels
of government controls and regulations, which are supplemented and revised from
time to time.  Barrick is unable to
predict what legislation or revisions may be proposed that might affect its
business or when any such proposals, if enacted, might become effective. Such
changes, however, could require increased capital and operating expenditures
and could prevent or delay certain operations by the Company.  See Legal Matters  Government Controls and
Regulations.  Currency fluctuations  Currency fluctuations may affect the costs Barrick
incurs at its operations and may affect Barricks operating results and cash
flows. Gold and copper are each sold throughout the world based principally on
the U.S. dollar price, but a portion of Barricks operating expenses are
incurred in local currencies, such as the Canadian dollar, Australian dollar,
Chilean peso, Argentine peso, Papua New Guinean kina and South African rand.
The appreciation of non-U.S. dollar currencies against the U.S. dollar can
increase the costs of production at Barricks mines, making such mines less
profitable. Barrick enters into currency hedging contracts to mitigate the
impact on operating costs of the appreciation of certain non-U.S. dollar
currencies against the U.S. dollar. This could result in Barrick failing to
benefit to some degree if the U.S. dollar appreciates in value relative to
non-U.S. dollar currencies.  These
hedging activities do not cover all of Barricks future expected operating
costs.   There can be no assurance that
Barrick will continue the hedging activities that it currently undertakes.  See   Use of derivatives.  Use of derivatives  Since 2001, Barrick has focused on reducing its
outstanding gold forward sales contracts. During 2007, Barrick eliminated its
Corporate Gold Sales Contracts. 
Nonetheless, Barrick continues to use certain derivative products to manage the
risks associated with gold price volatility (through its Project Gold
Sales Contracts), copper and silver price volatility, changes in other commodity prices, interest
rates, foreign currency exchange rates and energy prices.  The use of derivative instruments involves
certain inherent risks including: (a) credit risk - the risk of
that the creditworthiness of a counterparty may adversely affect its ability to
perform its payment and other obligations under its agreement with Barrick or
adversely affect the financial and other terms the counterparty is able to
offer Barrick; (b) market liquidity risk  the risk that Barrick has
entered into a derivative position that cannot be closed out quickly, by either
liquidating such derivative instrument or by establishing an offsetting
position; (c) unrealized mark-to-market risk  the risk that, in respect
of certain derivative products, an adverse change in market prices for
commodities, currencies or interest rates will result in Barrick incurring an
unrealized mark-to-market loss in respect of such derivative products.  If mineral prices rise above the price at which
future production has been committed under Barricks Project Gold Sales
Contracts and other hedges, and Barrick delivers a portion of its production
into those  67


contracts of prices lower than prevailing
prices, Barrick would have an opportunity loss. 
However, if the price falls below that committed price, revenues would
be protected to the extent of such committed production.  Liquidity and
Level of indebtedness  As of December 31, 2007, Barrick had cash and
cash equivalents of approximately $2.2 billion and capital leases and long-term
debt of approximately $3.2 billion. 
Although Barrick has been successful in repaying debt in the past, there
can be no assurance that it can continue to do so.  Barricks level of indebtedness could have
important consequences for its operations, including:  ·Barrick may need to use a
large portion of its cash flow to repay principal and pay interest on its debt,
which will reduce the amount of funds available to finance its operations and
other business activities; and  ·Barricks debt level may
limit its ability to pursue other business opportunities, borrow money for
operations or capital expenditures in the future or implement its business
strategy.  Barrick expects to obtain the funds to pay its
expenses and to pay principal and interest on its debt in 2008 through a
combination of its existing capital resources and its future cash flow from
operations, as well as issuing new, unsecured debt and putting in place project
financing for a portion of the expected construction cost of a number of its
projects. Barricks ability to meet its payment obligations will depend on
its future financial performance, which will be affected by financial,
business, economic and other factors. Barrick will not be able to control many
of these factors, such as economic conditions in the markets in which it
operates. Barrick cannot be certain that its existing capital resources and
future cash flow from operations will be sufficient to allow it to pay
principal and interest on Barricks debt and meet its other obligations. If
these amounts are insufficient or if there is a contravention of its debt
covenants, Barrick may be required to refinance all or part of its existing
debt, sell assets, borrow more money or issue additional equity.  The ability of Barrick to access the bank
public debt or equity capital markets on an efficient basis may be constrained
by the level of its unrealized mark-to-market position, the dislocation in the
credit markets, capital and/or liquidity constraints in the banking markets and
equity conditions at the time of issuance.  Interest rates
and gold lease rates  A significant, prolonged decrease in interest
rates could have a material adverse impact on the interest earned on Barricks
cash balances.  A significant, prolonged
decrease in interest rates and/or increase in gold prices, gold lease rates and
credit risk affecting the counterparties, relating to both the counterparties
and Barricks credit quality, and the economic impact on the counterparties
associated with funding Project Gold Sales Contracts with negative
mark-to-market balances could have a material adverse impact on the difference
between the forward gold price over the current spot price (contango), and,
ultimately, the realized price under gold forward sales contracts entered into
by Barrick.   This may result in Barrick
earning low levels of contango or the possibility of backwardation on its
Project Gold Sales Contracts.  In
addition, if a counterparty to a Project Gold Sales Contract is unable to
conduct transactions in an accessible international bullion market due to
causes beyond its control, including the inability of the counterparty to
purchase gold in the open market or to fund any such purchase, and no
commercially reasonable alternative means exist for the counterparty to enter
into transactions having the same effect, the counterparty has no obligation to
extend the scheduled delivery date of such contract and, depending on the
circumstances, may result in early settlement of such contract.  A portion of the Project Gold Sales Contracts
are floating spot-price gold contracts whose price will vary directly with the
gold price.  In the event of a prolonged decrease in the gold price, these
floating spot-price gold contracts may  68


decrease in value.  The Companys interest rate exposure mainly
relates to the mark-to-market value of derivative instruments, the fair value
and ongoing payments under gold lease rate and U.S. dollar interest-rate swaps
and to the interest payments on Barricks variable-rate debt ($586 million at
the end of 2007) and interest receipts on Barricks cash balances ($2.2 billion
at the end of 2007).  Title to
properties  The validity of mining claims, which constitute most
of Barricks property holdings, can be uncertain and may be contested. Although
Barrick has attempted to acquire satisfactory title to its properties, some
risk exists that some titles, particularly title to undeveloped properties, may
be defective.  Competition  Barrick competes with other mining companies and
individuals for mining claims and leases on exploration properties and the
acquisition of mining assets.  This
competition may increase Barricks cost of acquiring suitable claims,
properties and assets, should they become available to Barrick.  Barrick also competes with other mining
companies to attract and retain key executives and employees.  There can be no assurance that Barrick will
continue to be able to compete successfully with its competitors in acquiring
such properties and assets or in attracting and retaining skilled and
experienced employees.  Acquisitions and
integration  From time to time, Barrick examines opportunities to
acquire additional mining assets and businesses.  Any acquisition that Barrick may choose to
complete may be of a significant size, may change the scale of Barricks
business and operations, and may expose Barrick to new geographic, political,
operating, financial and geological risks. 
Barricks success in its acquisition activities depends on its ability
to identify suitable acquisition candidates, negotiate acceptable terms for any
such acquisition, and integrate the acquired operations successfully with those
of Barrick.  Any acquisitions would be
accompanied by risks.  For example, there
may be a significant change in commodity prices after Barrick has committed to
complete the transaction and established the purchase price or exchange ratio;
a material orebody may prove to be below expectations; Barrick may have
difficulty integrating and assimilating the operations and personnel of any
acquired companies, realizing anticipated synergies and maximizing the financial
and strategic position of the combined enterprise, and maintaining uniform
standards, policies and controls across the organization; the integration of
the acquired business or assets may disrupt Barricks ongoing business and its
relationships with employees, customers, suppliers and contractors; and the
acquired business or assets may have unknown liabilities which may be
significant.  In the event that Barrick
chooses to raise debt capital to finance any such acquisition, Barricks
leverage will be increased.  If Barrick
chooses to use equity as consideration for such acquisition, existing
shareholders may suffer dilution. 
Alternatively, Barrick may choose to finance any such acquisition with
its existing resources.  There can be no
assurance that Barrick would be successful in overcoming these risks or any
other problems encountered in connection with such acquisitions.  Employee
relations  Barricks ability to achieve its future goals and
objectives is dependent, in part, on maintaining good relations with its
employees and mitigating the increasing rate of employee turnover being
experienced by the mining industry.  A
prolonged labor disruption at any of its material properties could have a
material adverse impact on its operations as a whole. In 2007, employees at
Barricks Bulyanhulu mine participated in an illegal strike (see Narrative
Description of the Business  Employees and Labor Relations).  69


Shortages of
critical parts, equipment and skilled labor  The mining industry continues to be impacted by
increased worldwide demand for critical resources such as input commodities,
drilling equipment, tires and skilled labor. 
These shortages may cause unanticipated cost increases and delays in
delivery times, thereby impacting operating costs, capital expenditures and
production schedules.  Joint ventures  Certain of the properties in which Barrick has an
interest are operated though joint ventures with other mining companies.  Any failure of such other companies to meet
their obligations to Barrick or to third parties, or any disputes with respect
to the parties respective rights and obligations, could have a material
adverse effect on the joint ventures or their properties.  In addition, Barrick may be unable to exert
control over strategic decisions made in respect of such properties.  Litigation  Barrick is currently
subject to litigation and may be involved in disputes with other parties in the
future which may result in litigation. 
The results of litigation cannot be predicted with certainty.  If Barrick is unable to resolve these
disputes favourably, it may have a material adverse impact on Barricks
financial performance, cash flow and results of operations.  See Legal Matters  Legal Proceedings.  Disclosure and
Internal controls  Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  Disclosure controls and procedures are
designed to ensure that information required to be disclosed by a company in
reports filed with securities regulatory agencies is recorded, processed,
summarized and reported on a timely basis and is accumulated and communicated
to a companys management, including its chief executive officer and chief
financial officer, as appropriate, to allow timely decisions regarding required
disclosure.  Barrick has invested
resources to document and analyze its system of disclosure controls and its
internal control over financial reporting. 
A control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance with respect to the reliability of
financial reporting and financial statement preparation.  Ability
to support the carrying value of goodwill  As of December 31, 2007, the carrying value of
Barricks goodwill was approximately $5.8 billion or 27% of Barricks total
assets. Goodwill is allocated to reporting units representing individual
mineral properties. Allocating goodwill to individual mineral properties, which
by their very nature have a limited useful life, will result in future goodwill
impairment charges by the end of the mine life. Barrick evaluates, on at least
an annual basis, the carrying amount of goodwill to determine whether current
events and circumstances indicate that such carrying amount may no longer be
recoverable.  This evaluation involves a
comparison of the estimated fair value of Barricks reporting units to their
carrying values.  Gold mining companies
typically trade at a market capitalization that is based on a multiple of net
asset value (NAV), whereby NAV represents a discounted cash flow valuation
based on projected future cash flows. For goodwill impairment testing purposes,
Barrick estimates the fair value of a gold property by applying a multiple to
the reporting units NAV, which is calculated based on projected cash flows
from its most recent life of mine plan. For copper properties, the estimated
fair value is based on their NAV and no multiple is applied. The process for
determining these fair values is subjective and  70


requires management to make estimates and
assumptions including, but not limited to, projected future revenues (based on
estimates of production and long-term metals prices), operating expenses,
capital expenditures, remaining economic life of individual mineral properties,
discount rates and NAV multiples. These estimates and assumptions are subject
to change in the future due to uncertain competitive and market conditions or
changes in business strategies.  The
timing and amount of future goodwill impairment charges is difficult to
determine and will be dependent on a multitude of factors that impact
valuations of mineral properties, including changes in observed market
multiples for valuation purposes, changes in geo-political risk and country
specific discount rates, changes in market gold prices and total cash costs,
success in finding new reserves, future exploration potential and future
capital requirements.  MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Reference is made to the Managements Discussion and
Analysis of Financial and Operating Results of the Company (U.S. GAAP) for the
year ended December 31, 2007 which is incorporated by reference into this
Annual Information Form and is available on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov as an exhibit to Barricks Form 40-F.  CONSOLIDATED
FINANCIAL STATEMENTS  Reference is made to the Companys Consolidated
Financial Statements for the year ended December 31, 2007 (U.S. GAAP)
which is incorporated by reference into this Annual Information Form and
is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov as an
exhibit to Barricks Form 40-F.  CAPITAL STRUCTURE  Set forth below is a description of Barricks share
capital. The following statements are brief summaries of, and are subject to
the provisions of, the articles of amalgamation and by-laws of Barrick and the
relevant provisions of the Business Corporations Act
(Ontario).  General  Barricks authorized share capital consists of an
unlimited number of Barrick common shares, an unlimited number of first
preferred shares issuable in series and an unlimited number of second preferred
shares issuable in series.  Common Shares  The holders of Barrick common shares are entitled to
one vote for each share on all matters submitted to a vote of shareholders and
do not have cumulative voting rights. The holders of Barrick common shares are
entitled to receive dividends if, as and when declared by the Board of Directors
of Barrick in respect of the Barrick common shares. Subject to the prior rights
of the holders, if any, of the first preferred shares and second preferred
shares then outstanding and of the shares then outstanding of any other class
ranking senior to the Barrick common shares, the holders of Barrick common
shares are entitled to share ratably in any distribution of the assets of
Barrick upon liquidation, dissolution or winding-up, after satisfaction of all
debts and other liabilities.  71


The rights, preferences and privileges of holders of
Barrick common shares are subject to the rights of the holders of shares of any
series of first preferred shares (the First Preferred Shares) or second
preferred shares (the Second Preferred Shares) or any other class ranking
senior to the Barrick common shares that Barrick may issue in the future.  There are no limitations contained in the articles
or by-laws of Barrick or the Business Corporations Act
(Ontario) on the ability of a person who is not a Canadian resident to hold
Barrick common shares or exercise the voting rights associated with Barrick
common shares.  Preferred Shares  First Preferred
Shares and Second Preferred Shares may be issued from time to time in series.
The Board of Directors of the Company determines by resolution the designation,
rights, privileges, restrictions and conditions to be attached to each such
series.  The Company is
entitled to redeem all or any part of the First Preferred Shares or Second
Preferred Shares of any series on payment for each share of the amount equal to
the result obtained when the stated capital account for the series is divided
by the number of issued and outstanding shares of such series together with
such premium, if any, as may be determined by the Board of Directors in
connection with its determination of the designation, rights, privileges,
restrictions and conditions to be attached to the applicable series, and all
declared and unpaid dividends thereon. The Company is also entitled to purchase
for cancellation all or any part of the First Preferred Shares of any series.  The First Preferred
Shares and the Second Preferred Shares of each series are entitled to a
preference over the common shares of the Company and any other shares ranking
junior to the First Preferred Shares or Second Preferred Shares, as the case
may be, with respect to the payment of dividends and the distribution of assets
in the event of a liquidation, dissolution or winding-up of the Company. Any
series of First Preferred Shares or Second Preferred Shares may also be given
such other preferences over the common shares and any other shares ranking
junior to the First Preferred Shares or Second Preferred Shares, as the case
may be, as may be determined. In the event of a liquidation, dissolution or
winding-up of the Company, the holders of the First Preferred Shares are
entitled to receive, in the aggregate, the amount of the stated capital account
of the First Preferred Shares plus all declared and unpaid dividends plus, if
the liquidation, dissolution or winding-up is voluntary, any premium to which
the shares would be entitled on a redemption, before any amount is paid or
property or assets are distributed to the holders of common shares or any other
shares ranking junior to the First Preferred Shares. After payment of such
amount, the holders of the First Preferred Shares are not entitled to share in
any further distribution of the property or assets of the Company. In the event
of a liquidation, dissolution or winding-up of the Company, the holders of the
Second Preferred Shares are entitled to receive, in the aggregate, the amount
of the stated capital account of the Second Preferred Shares plus all declared
and unpaid dividends plus, if the liquidation, dissolution or winding-up is
voluntary, any premium to which the shares would be entitled on a redemption,
before any amount is paid or property or assets are distributed to the holders
of common shares or any other shares ranking junior to the Second Preferred
Shares. After payment of such amount, the holders of the Second Preferred
Shares are not entitled to share in any further distribution of the property or
assets of the Company.  The holders of First
Preferred Shares and Second Preferred Shares are entitled to receive fixed,
non-cumulative preferential quarterly cash dividends at such rate and on such
dates as may be determined by the Board of Directors in connection with its
determination of the designation, rights, privileges, restrictions and
conditions to be attached to the applicable series.  72


The approval of the
holders of the First Preferred Shares or the Second Preferred Shares is
required to delete or vary any right, privilege, restriction or condition
attaching to the First Preferred Shares or Second Preferred Shares, as the case
may be, as a class and any other matter requiring the approval or consent of
the holders of the First Preferred Shares or the Second Preferred Shares, as the
case may be, as a class.  The first series of
First Preferred Shares is designated as $0.114 Non-cumulative Redeemable
Convertible First Preferred Shares, Series A (the First Preferred
Shares, Series A), consisting of 10,000,000 First Preferred Shares. In
addition to the rights, privileges, restrictions and conditions attached to the
First Preferred Shares as a class, the First Preferred Shares, Series A
are entitled to fixed non-cumulative preferential cash dividends of C$0.114 per
year, payable quarterly and can be converted into common shares on a one for
one basis (subject to adjustment) if called for redemption. The redemption
price for the First Preferred Shares, Series A is initially C$1.90 per
share, but it may change if the Company gives notice that it has determined
that the market price of the First Preferred Shares, Series A is a
stipulated price. On or after the day that is 30 days after such notice is
given, a holder of First Preferred Shares, Series A can require the
Company to redeem his or her First Preferred Shares, Series A. The
approval of the holders of the First Preferred Shares, Series A is
required in respect of certain changes to the provisions relating to the First
Preferred Shares or the First Preferred Shares, Series A. As ofMarch27, 2008 there were no First Preferred Shares, Series A
issued and outstanding.  The second series of
First Preferred Shares is designated as $0.126 Non-cumulative Redeemable
Convertible First Preferred Shares, Series B (the First Preferred
Shares, Series B), consisting of 10,000,000 First Preferred Shares. In
addition to the rights, privileges, restrictions and conditions attached to the
First Preferred Shares as a class, the First Preferred Shares, Series B
are entitled to fixed non-cumulative preferential cash dividends of C$0.126 per
year, payable quarterly and can be converted into common shares on a one for
one basis (subject to adjustment) if called for redemption. The redemption
price for each First Preferred Share, Series B is its stated capital
(being C$2.10 per share) plus a premium of C$0.2625 per share, together with
all declared and unpaid dividends. The approval of the holders of the First
Preferred Shares, Series B is required in respect of certain changes to
the provisions relating to the First Preferred Shares or the First Preferred
Shares, Series B. No class of shares may be created or issued ranking as
to capital or dividends prior to or on parity with the First Preferred Shares
except with the prior approval of the holders of the First Preferred Shares, Series B.
As ofMarch27,
2008 there were no First Preferred Shares, Series B issued and
outstanding.  The third series of
First Preferred Shares is designated as First Preferred Shares, Series C
Special Voting Share (the Special Voting Share), consisting of one Special
Voting Share.The Special Voting Share was issued to effect the
assumption by Barrick of the BGI exchangeable share structure in connection
with the acquisition of Homestake. In connection with a prior merger transaction,
BGI, a subsidiary of Homestake, issued a class of exchangeable shares to
investors resident in Canada and, to a lesser extent, the United States that
allowed the holders of those shares to exchange their shares for shares of
Homestake on a share-for-share basis. On the completion of the acquisition of
Homestake by Barrick, those holders became entitled to exchange their BGI
exchangeable shares for Barrick common shares on the basis of 0.53 Barrick
common shares for each BGI exchangeable share.  In addition to the
rights, privileges, restrictions and conditions attached to the First Preferred
Shares as a class, except as otherwise required by applicable law, the
holder of record of the Special Voting Share has a number of votes equal to the
number of BGI exchangeable shares outstanding from time to time, which are not
owned by Barrick or its subsidiaries or affiliates, multiplied by 0.53. The
holder of the Special Voting Share will vote together with the holders of
Barrick common shares as a single class on all matters submitted to a vote of
the holders of the Barrick common shares, except as may be required by
applicable law. The holder of the Special Voting Share is entitled to receive,
in any distribution of  73


property or assets of Barrick upon any
liquidation, dissolution or winding-up of Barrick, an amount equal to the
stated capital of the share plus all declared and unpaid dividends on the
share, before any amount is paid or distributed in respect of the Barrick
common shares or any other Barrick shares ranking junior to the Special Voting
Share. The holder of the Special Voting Share is entitled to receive a dividend
of C$0.04 per year. At such time as no BGI exchangeable shares (other than BGI exchangeable
shares owned by Barrick or any subsidiary or affiliate of Barrick) are
outstanding and there are no shares, securities, debt obligations, options or
other agreements that could give rise to the issuance of any BGI exchangeable
shares to any person (other than to Barrick or any subsidiary or affiliate of
Barrick), the Special Voting Share will be redeemed by Barrick for C$1.00 plus
all declared and unpaid dividends.As
ofMarch27,
2008 there was one Special Voting Share issued and outstanding.  The first series of
Second Preferred Shares is designated as $0.222 Non-cumulative Redeemable
Convertible Second Preferred Shares, Series A (the Second Preferred
Shares, Series A), consisting of 15,000,000 Second Preferred Shares. In
addition to the rights, privileges, restrictions and conditions attached to the
Second Preferred Shares as a class, the Second Preferred Shares, Series A
are entitled to fixed non-cumulative preferential cash dividends of C$0.222 per
year, payable quarterly and can be converted into common shares on a one for
one basis (subject to adjustment) if called for redemption. The redemption
price for each Second Preferred Share, Series A is C$2.43 per share,
together with all declared and unpaid dividends. A holder of Second Preferred
Shares, Series A can require the Company to redeem his or her Second
Preferred Shares, Series A at the redemption price. The approval of the
holders of the Second Preferred Shares, Series A is required in respect of
certain changes to the provisions relating to the Second Preferred Shares or
the Second Preferred Shares, Series A. No class of shares may be created
or issued ranking as to capital or dividends prior to or on parity with the
Second Preferred Shares (with the exception of the First Preferred Shares)
except with the prior approval of the holders of the Second Preferred Shares, Series A.
As ofMarch27,
2008 there were no Second Preferred Shares, Series A issued and
outstanding.  RATINGS  The following table sets out the ratings of Barricks
corporate debt by the rating agencies indicated as at March 27, 2008:  Rating AgencyMoodys Investors
  Service
  
  Standard & Poors
  Ratings Services
  
  DBRSSenior
  Unsecured Debt
  
  Baa1
  
  A-
  
  AMunicipal
  bonds, due 2029 (1)
  
  Aaa/VMIG1
  
  AAA/A-1+
  
  Not RatedMunicipal
  bonds, due 2032 (1)
  
  Aaa/P-1
  
  Not Rated
  
  Not Rated  
 (1)Barrick, through two wholly-owned
subsidiaries, issued a total of $63 million of tax exempt, variable rate, solid
waste disposal bonds. The bonds are guaranteed by Barrick and no principal
payments are required until cancellation, redemption or maturity.
A portion of such bonds mature in 2029, with the remainder maturing in 2032.  Moodys Investors Service (Moodys) credit ratings
for long-term debt are on a rating scale that ranges from Aaa to C, which
represents the range from highest to lowest quality of such securities rated.
According to Moodys, a rating of Baa is the fourth highest of nine major
categories. Moodys applies numerical modifiers 1, 2 and 3 in each generic
rating classification from Aa to Caa in its corporate bond rating system. The
modifier 1 indicates that the issue ranks in the higher end of its generic
rating category,  74


the modifier 2 indicates a mid-range ranking
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.  In the case of variable rate demand obligations (VRDOs),
a two-component rating system is assigned by Moodys, a long or short-term
rating and a demand obligation rating. The first element represents Moodys
evaluation of the degree of risk associated with scheduled principal and
interest payments. The second element represents Moodys evaluation of the
degree of risk associated with the ability to receive purchase price upon
demand, using a variable municipal investment grade rating. Moodys credit
ratings for long-term aspect of VRDOs are on a rating scale that ranges from
Aaa to C, which represents the range from highest to lowest quality of such
securities rated. According to Moodys, a rating of Aaa is the highest of nine
major categories.  Moodys credit ratings
for the short-term or demand aspect of VRDOs are on a rating scale that ranges
from VMIG 1 to SG, which represents the range from highest to lowest quality of
such securities rated. According to Moodys, a rating of VMIG 1 is the highest
of four categories.  Moodys also uses credit ratings for the short-term
or demand aspect of VRDOs on a rating scale that ranges from P-1 to NP, which
represents the range from highest to lowest quality of such securities rated.
According to Moodys, a rating of P-1 is the highest of four categories.  Standard & Poors Ratings Services (S&P)
credit ratings for long-term debt are on a rating scale that ranges from AAA to
D, which represents the range from highest to lowest quality of such securities
rated. According to S&P, the AAA rating is the highest and the A rating is
the third highest of ten major categories. The ratings from AA to CCC may be
modified by the addition of a plus (+) or minus () sign to show relative
standing within the major rating categories.  S&P assigns a dual rating to debt issues that
have a put option or demand feature as part of their structure. The first
rating addresses the likelihood of repayment of principal and interest as due,
and the second rating addresses only the demand feature. S&Ps long-term
debt rating symbols are used for bonds to denote the long-term maturity and its
short-term debt (including commercial paper) rating symbols are used for the
put option. According to S&P, the AAA rating is the highest of ten major
categories. S&Ps credit ratings for short-term debt are on a rating scale
that ranges from A-1 to D, which represents the range from highest to lowest
quality of such securities rated. According to S&P, the A-1 rating is the
highest of six major categories. Within the A-1 category, certain obligations
are designated with a plus (+) sign. This indicates that the obligors capacity
to meet its financial commitment on these obligations is extremely strong.  DBRS Limited (DBRS) credit ratings are on a
long-term debt rating scale that ranges from AAA to D, which represents the
range from highest to lowest quality of such securities rated. According to
DBRS, a rating of A by DBRS is in the middle of three subcategories within the
third highest of ten major categories. The assignment of a (high), (middle)
or (low) modifier within each rating category indicates relative standing within
such category. The (high), (middle) and (low) grades are not used for the
AAA category.  Barrick understands that the ratings are based on,
among other things, information furnished to the above ratings agencies by
Barrick and information obtained by the ratings agencies from publicly
available sources. The credit ratings given to Barricks debt instruments by
the rating agencies are not recommendations to buy, hold or sell such debt
instruments since such ratings do not comment as to market price or suitability
for a particular investor. There is no assurance that any rating will remain in
effect for any given period of time or that any rating will not be revised or
withdrawn entirely by a rating agency in the future if, in its judgment,
circumstances so warrant.  75


MARKET
FOR SECURITIES  Barricks common shares are listed and posted for
trading on the Toronto Stock Exchange and the New York Stock Exchange under the
symbol ABX. The following table outlines the closing share price trading range
and volume of shares traded by month in 2007, based on trading information
published by each Exchange.  Toronto Stock Exchange
  
  New York Stock ExchangeShare Price Trading
  Range
  
  
  
  Share Price Trading
  Range2007
  
  High
  
  Low
  
  Share Volume
  
  High
  
  Low
  
  Share Volume(C$ per share)
  
  (millions)
  
  ($ per share)
  
  (millions)January
  
  36.18
  
  33.29
  
  50.5
  
  29.83
  
  28.35
  
  57.9February
  
  37.25
  
  34.92
  
  50.6
  
  32.11
  
  29.91
  
  54.9March
  
  34.34
  
  32.21
  
  50.7
  
  29.27
  
  27.42
  
  64.2April
  
  33.98
  
  31.15
  
  37.6
  
  29.67
  
  28.11
  
  51.4May
  
  34.43
  
  30.62
  
  52.1
  
  31.17
  
  27.99
  
  66.6June
  
  31.80
  
  29.97
  
  53.8
  
  29.75
  
  28.17
  
  62.1July
  
  36.20
  
  31.54
  
  51.1
  
  34.55
  
  29.60
  
  63.9August
  
  36.03
  
  32.39
  
  63.8
  
  34.29
  
  30.10
  
  58.9September
  
  40.92
  
  35.04
  
  80.7
  
  40.94
  
  33.40
  
  65.7October
  
  42.03
  
  39.19
  
  75.0
  
  44.13
  
  39.25
  
  60.5November
  
  43.30
  
  38.27
  
  71.1
  
  46.98
  
  38.92
  
  63.6December
  
  42.03
  
  37.40
  
  45.5
  
  42.88
  
  37.39
  
  46.3  MATERIAL
CONTRACTS  Set out below is a description of Barricks material
contracts as at December 31, 2007.  On March 6, 2003, Placer Dome entered into an
Indenture (the Indenture) with Deutsche Bank Trust Company Americas in
connection with the issuance of senior debt securities.  On March 6, 2003, Placer Dome entered into a
First Supplemental Indenture with Deutsche Bank Trust Company Americas in
connection with the issuance and sale by Placer Dome of $200 million principal
amount of 6.375% debentures on March 6, 2003. This First Supplemental
Indenture, together with the original Indenture, sets out the terms and
conditions pertaining to the $200 million principal amount 6.375% debentures.  On October 10, 2003, Placer Dome entered into a
Second Supplemental Indenture with Deutsche Bank Trust Company Americas in
connection with the issuance and sale by Placer Dome of $300 million principal
amount of 6.45% debentures on October 10, 2003. This Second Supplemental
Indenture, together with the original Indenture, sets out the terms and
conditions pertaining to the $300 million principal amount 6.45% debentures.  On October 10, 2003, Placer Dome entered into a
Third Supplemental Indenture with Deutsche Bank Trust Company Americas in
connection with the issuance and sale by Placer Dome of $230 million principal
amount of 2.75% convertible debentures on October 10, 2003. This Third
Supplemental Indenture, together with the original Indenture, sets out the
terms and conditions pertaining to the $230 million principal amount 2.75%
convertible debentures.  76


On November 12, 2004, Barrick entered into an
Indenture with Barrick Gold Inc., Barrick Gold Finance Company and JPMorgan
Chase Bank. Pursuant to such Indenture, (a) Barrick issued $200 million
principal amount of 5.80% notes due 2034 (the Barrick 2034 Notes), (b) Barrick
Gold Finance Company issued $200 million principal amount of 5.80% notes due
2034 (the BGFC 2034 Notes), and (c) Barrick Gold Finance Company issued
$350 million principal amount of 4.875% notes due 2014 (the 2014 Notes), all
on November 12, 2004. The Indenture sets out the terms and conditions
pertaining to the Barrick 2034 Notes, the BGFC 2034 Notes and the 2014 Notes.
Each of the BGFC 2034 Notes and the 2014 Notes are unconditionally guaranteed
by Barrick.  On October 12, 2006, Barrick International Bank
Corp. (BIBC) issued an aggregate of $1 billion of copper-linked notes (the Copper-Linked
Notes) comprised of $400 million of 5.75% notes due 2016 and $600 million of
6.35% notes due 2036 pursuant to an Indenture dated as of the same date among
BIBC, as issuer, Barrick (HMC) Mining Company (Barrick (HMC)), as initial
joint obligor, Barrick, as parent guarantor and The Bank of New York, as
trustee.   The Indenture sets out the
terms and conditions pertaining to the Copper-Linked Notes, which include an
unconditional guarantee by Barrick.  On the same date, and as part of the same
transaction, ABX Financing Company (ABXFC), a company incorporated for the
purpose of acquiring the Copper-Linked Notes, issued an aggregate of $1 billion
of notes (the ABXFC Notes) comprised of $400 million of 5.75% notes due 2016
and $600 million of 6.35% notes due 2036 pursuant to an Indenture dated as of
the same date among ABXFC, as issuer, BIBC, Barrick (HMC) and Barrick as
guarantors and The Bank of New York, as trustee.   The Indenture sets out the terms and
conditions pertaining to the ABXFC Notes, which include an unconditional
guarantee by Barrick, Barrick BIBC and Barrick (HMC).  On February 21, 2008, Barrick entered into an
agreement with Kennecott Explorations (Australia) Ltd., a subsidiary of Rio
Tinto plc, to acquire its 40% interest in the Cortez property for consideration
of $1.695 billion in cash, due on closing, a further $50 million payable if and
when an additional 12 million ounces of contained gold resources are added to
Barricks December 31, 2007 reserve statement for Cortez, and a sliding
scale royalty payable to Rio Tinto on 40% of all Cortez production in excess of
15 million ounces on and after January 1, 2008.  On March 5, 2008, Barrick completed the
acquisition of the 40% interest in the Cortez property.  The acquisition consolidates 100% ownership
for Barrick of the existing Cortez mine and the Cortez Hills development
project plus any future potential from the property.  TRANSFER
AGENTS AND REGISTRARS  Barricks transfer agent and registrar for its
common shares is CIBC Mellon Trust Company, Toronto, Ontario. Barricks
transfer agent and registrar for the BGI exchangeable shares is Computershare
Trust Company of Canada, Toronto, Ontario.  DIVIDEND
POLICY  In each of 2005 and 2006, Barrick paid a total cash
dividend of $0.22 per common share$0.11 in mid-June and
$0.11 in mid-December.  In 2007, Barrick
paid a total cash dividend of $0.30 per common share$0.15 in mid-June and $0.15 in
mid-December. The amount and timing of any dividends is within the discretion
of Barricks Board of Directors. The Board of Directors reviews the dividend
policy semi-annually based on the cash requirements of Barricks operating
assets, exploration and development activities, as well as potential
acquisitions, combined with the current and projected financial position of
Barrick.  77


DIRECTORS
AND OFFICERS OF THE COMPANY  As of March 18, 2008, directors and executive
officers of Barrick as a group beneficially own, directly or indirectly, or
exercise control or direction over 3,192,025 common shares representing
approximately 0.4%of the
outstanding common shares of Barrick.  Directors
of the Company  The following are the directors of the Company as at
March 27, 2008:  Name (age) and municipality of
  residence
  
  Principal occupations during past 5 yearsHoward L. Beck (74)
  Toronto, Ontario 
  Canada
  
  Mr. Beck is a corporate director.
  Mr. Beck is also a director of Cineplex Galaxy Income Fund.
  Mr. Beck holds an undergraduate degree and law degree from the
  University of British Columbia and a masters degree in law from Columbia
  University. He was called to the bar of British Columbia and Ontario. He was
  appointed Queens Counsel in 1971.
  
  Barrick Board Details:
  · Director since 1984C. William C. Birchall (65)
  Toronto, Ontario
  Canada
  
  Mr. Birchall was appointed as the Vice
  Chairman of Barrick in July 2005. From 2004 to March 2007,
  Mr. Birchall was the Chief Executive Officer of ABX Financeco Inc., a
  Barrick subsidiary. Mr. Birchall is also a director of Rogers
  Communications Inc. Mr. Birchall graduated from Merchant Taylors
  School. He is a Fellow of the United Kingdom Institute of Chartered
  Accountants.
  
  Barrick Board Details:
  · Vice Chairman since 2005 and Director since 1984Donald J. Carty (61)
  Dallas, Texas
  USA
  
  Mr. Carty is Vice Chairman and Chief
  Financial Officer of Dell, Inc., a computer company. From 1998 to 2003,
  he was the Chairman and Chief Executive Officer of AMR Corp. and American
  Airlines. Mr. Carty is also the Chairman of Porter Aviation Holdings
  Inc., Porter Airlines Inc. and Virgin America Airlines. He is also a director
  of CHC Helicopter Corporation and Dell, Inc. He holds an undergraduate
  degree and an honorary doctor of laws from Queens University and a masters
  degree in business administration from Harvard University. Mr. Carty is
  an Officer of the Order of Canada.
  
  Barrick Board Details:
  · Director since 2006  78


Name (age) and municipality of
  residence
  
  Principal occupations during past 5 yearsGustavo Cisneros (62)
  Caracas, Venezuela
  
  Mr. Cisneros is the Chairman and Chief
  Executive Officer of the Cisneros Group of Companies, a privately held media,
  entertainment, technology and consumer products organization.
  Mr. Cisneros is a member of Barricks International Advisory Board. He
  is a member of the advisory board of a number of organizations and
  universities, including the Council on Foreign Relations, The Americas Society,
  Columbia University and Harvard University. Mr. Cisneros holds an
  undergraduate degree from Babson College.
  
  Barrick Board Details:
  · Director since 2003Marshall A. Cohen (72)
  Toronto, Ontario
  Canada
  
  Mr. Cohen is Counsel of the law firm Cassels,
  Brock & Blackwell LLP. He is also a director of American
  International Group, Inc., TD Ameritrade, and TriMas Corporation.
  Mr. Cohen holds an undergraduate degree from the University of Toronto,
  a law degree from Osgoode Hall Law School and a masters degree in law from
  York University. Mr. Cohen is Chairman of the Board of Governors of York
  University and a honorary director or governor of a number of non- profit
  organizations, including the C.D. Howe Institute and Mount Sinai Hospital.
  Mr. Cohen is an Officer of the Order of Canada.
  
  Barrick Board Details:
  · Director since 1988Peter A. Crossgrove(71)
  Toronto, Ontario
  Canada
  
  Mr. Crossgrove is a corporate director. Prior
  to May 2005, Mr. Crossgrove was the Chairman of Masonite
  International Corporation, a door manufacturing company. He is also a
  director of QLT Inc., Dundee REIT, Excellon Resources Inc., West Timmins
  Mining Inc. and Pelangio Mines Inc. Mr. Crossgrove is Chairman of the
  Canadian Association of Provincial Cancer Agencies and a director of the
  Canadian Partnership Against Cancer. He holds an undergraduate degree from
  McGill University and Concordia University and a masters degree in business
  administration from the University of Western Ontario. Mr. Crossgrove is
  a recipient of the Queens Jubilee Medal and a Member of the Order of Canada.
  
  Barrick Board Details:
  · Director since 1993  79


Name (age) and municipality of
  residence
  
  Principal occupations during past 5 yearsRobert
  M. Franklin (61)
  Toronto, Ontario
  Canada
  
  Mr. Franklin is President of Signalta Capital
  Corporation, an investment company. From 1993 to January 2006, he was
  the Chairman of the Board of Placer Dome Inc. Mr. Franklin is also a
  director of Canadian Tire Corporation, Toromont Industries Ltd., First
  Uranium Corp. and Resolve Business Outsourcing Income Fund and he is a
  trustee of Stratos Global Corporation. He holds an undergraduate degree from
  Hillsdale College.
  
  Barrick Board Details:
  · Director since 2006Peter
  C. Godsoe (69)
  Toronto, Ontario
  Canada
  
  Mr. Godsoe is a corporate director. Prior to
  March 2004, he was the Chairman of the Bank of Nova Scotia, a financial
  services company, and prior to December 2003, the Chairman and Chief
  Executive Officer of the Bank of Nova Scotia. Mr. Godsoe is also a
  director of Ingersoll-Rand Company, Lonmin PLC, Onex Corporation, Rogers
  Communications Inc. and Templeton Emerging Markets Investment Trust. In
  addition, he is a director of a number of non-profit organizations, including
  the Canadian Council of Christians and Jews, Mount Sinai Hospital and
  Atlantic Institute for Market Studies. Mr. Godsoe holds an undergraduate
  degree from the University of Toronto and a masters degree in business administration
  from Harvard University. He is a chartered accountant and a Fellow of the
  Institute of Chartered Accountants in Ontario. Mr. Godsoe is a member of
  the Canadian Business Hall of Fame and an Officer of the Order of Canada.
  
  Barrick Board Details:
  · Director since 2004J.
  Brett Harvey(57)
  Venetia,
  Pennsylvania
  USA
  
  Mr. Harvey is President, Chief Executive
  Officer and a director of CONSOL Energy Inc., a coal, gas and energyservices
  company. He is also a director of CNX Gas Corporation and Allegheny
  Technologies Inc. Mr. Harvey is a member of the National Executive Board
  of the Boy Scouts of America and serves on the board of directors or advisory
  council of a number of energy industry associations, including the U.S.
  National Mining Association, American Coalition for Clean Coal Electricity,
  Coal Based Generation Stakeholders and the Bituminous Coal Operators
  Association. Mr. Harvey holds an undergraduate degree from the
  University of Utah.
  
  Barrick Board Details:
  · Director since 2005  80


Name (age) and municipality of
  residence
  
  Principal occupations during past 5 yearsThe Right Honourable
  Brian
  Mulroney (68)
  Montreal, Quebec
  Canada
  
  Mr. Mulroney is the Chairman of Barricks
  International Advisory Board and a Senior Partner of the law firm Ogilvy
  Renault. Mr. Mulroney was the Prime Minister of Canada from 1984 to
  1993. He is a director of Archer Daniels Midland Company, The Blackstone
  Group, Independent News and Media, PLC, Quebecor Inc., Quebecor World Inc.
  and Wyndham Worldwide Corporation. Mr. Mulroney is a member of the
  international advisory council of a number of companies, including JP Morgan
  Chase & Co. and Independent News and Media, PLC. He holds an undergraduate
  degree from St. Francis Xavier University and a law degree from Université
  Laval. Mr. Mulroney is a Companion of the Order of Canada.
  
  Barrick Board Details:
  · Director since 1993Anthony Munk (47)
  New York, New York
  USA
  
  Mr. Anthony Munk is Managing Director of Onex
  Corporation, a leading North American private equity firm. He also serves as
  a director of Cineplex Galaxy Income Fund and Husky Injection Molding Systems
  Ltd. He is a director of The Peter Munk Charitable Foundation and Vice Chairman
  of the Aurea Foundation. Mr. Munk holds an undergraduate degree from
  Queens University.
  
  Barrick Board Details:
  · Director since 1996Peter
  Munk (80)
  Toronto, Ontario
  Canada
  
  Mr. Peter Munk is the Founder and Chairman of
  Barrick. On March 27, 2008, Mr. Munk was also appointed as acting
  Chief Executive Officer of Barrick during a medical leave of absence of Greg
  Wilkins. Prior to September 2006, he was also Chairman of Trizec
  Properties, Inc., a real estate investment trust, and Chairman and Chief
  Executive Officer of Trizec Canada Inc., a real estate company. Mr. Munk
  is the former Chair of the University of Toronto Crown Foundation and served
  as a Trustee of the University Health Network in Toronto. He holds an
  undergraduate degree and an honorary doctor of laws from the University of
  Toronto. Mr. Munk is a member of the Canadian Business Hall of Fame and
  the Canadian Mining Hall of Fame, a recipient of the Woodrow Wilson Award for
  Corporate Citizenship and an Officer of the Order of Canada.
  
  Barrick Board Details:
  · Chairman and Director since 1984  81


Name (age) and municipality of
  residence
  
  Principal occupations during past 5 yearsSteven J. Shapiro (55)
  Houston, Texas
  USA
  
  Mr. Shapiro is a corporate director. Prior to
  May 2006, he was Executive Vice President, Finance and Corporate
  Development, and a director of Burlington Resources, Inc., an oil and
  gas exploration and production company. Prior to April 2005, he was
  Executive Vice President and Chief Financial Officer of Burlington
  Resources, Inc. He is also a director of El Paso Corporation. He serves
  as chairman of the executive committee of the American Petroleum Institutes
  general committee on finance. Mr. Shapiro holds an undergraduate degree
  from Union College and a masters degree in business administration from
  Harvard University.
  
  Barrick Board Details:
  · Director since 2004Gregory C. Wilkins
  (52)
  Toronto, Ontario
  Canada
  
  Mr. Wilkins is President and Chief Executive
  Officer of Barrick. On March 27, 2008, Mr. Wilkins commenced a
  medical leave of absence, during which time Mr. Peter Munk, the Chairman
  and Founder of Barrick, has been appointed as the acting Chief Executive
  Officer. Prior to February 2003, he was a corporate director. Prior to
  May 2002, Mr. Wilkins was the Vice Chairman of TrizecHahn
  Corporation, a real estate company, and prior to March 2001, he was the
  President and Chief Operating Officer of TrizecHahn Corporation. He is also a
  director of Magna International Inc. and Patheon Inc. and a member of the
  Cabinet for The Heart for University Health Network Campaign.
  Mr. Wilkins is a Chartered Accountant in Ontario and holds an
  undergraduate degree from Concordia University.
  
  Barrick Board Details:
  · President and Chief Executive Officer since 2003 and Director since
  1991  Committees of the Board  Corporate  Governance and Nominating Committee  The Corporate Governance and Nominating Committee is
comprised of M.A. Cohen, P.C. Godsoe, R.M. Franklin and S.J. Shapiro.  Audit  Committee  The Audit Committee is comprised of
S.J. Shapiro, D.J. Carty, J.W. Crow and P.A. Crossgrove.  Compensation  Committee  The Compensation Committee is comprised of
P.C. Godsoe, M.A. Cohen and J.B. Harvey.  82


Environmental,  Health and Safety Committee  The Environmental, Health and Safety Committee is
comprised of P.A. Crossgrove, R.M. Franklin, J.B. Harvey and C.W.D.
Birchall.  Finance  Committee  The Finance Committee is comprised of C.W.D.
Birchall, A. Munk, G.C. Wilkins and J.W. Crow.  International Advisory Board  The members of the Board that also sit on the
International Advisory Board are B. Mulroney and G. Cisneros.  Executive
Officers of the Company  In addition to Peter Munk, Gregory C. Wilkins and C.
William C. Birchall, as set out above, the following are the executive officers
of the Company as at March 27,
2008:  Name (age) and municipality of
  residence
  
  Office
  (date became an Officer)
  
  Principal occupations during
  past 5 yearsAlexander J. Davidson (56)Toronto, Ontario
  Canada
  
  Executive Vice President, Exploration and
  Corporate Development (1993)
  
  Executive Vice President, Exploration and
  Corporate Development of the Company; prior to March 2005, Executive
  Vice President, Exploration of the Company; prior to May 2003, Senior
  Vice President, Exploration of the Company.Kelvin Dushnisky (44)Toronto, Ontario
  Canada
  
  Executive Vice President, Corporate Affairs (2007)
  
  Executive Vice President, Corporate Affairs of the
  Company; prior to December 2007, Senior Vice President, Corporate
  Affairs of the Company; prior to September 2005, Vice President, Regulatory
  Affairs of the Company; prior to May 2003, Director, Regulatory Affairs
  of the Company.Gordon Fife (49)Newmarket,
  Ontario
  Canada
  
  Executive Vice President, Organization
  Effectiveness (2002)
  
  Executive Vice President, Organization
  Effectiveness of the Company; prior to May 2006, Senior Vice President,
  Organization Effectiveness of the Company; prior to February 2004, Vice
  President, Organizational Effectiveness of the Company.Patrick J. Garver (56)Toronto, Ontario Canada
  
  Executive Vice President and General Counsel (1993)
  
  Executive Vice President and General Counsel of
  the Company.  83


Name (age) and municipality of
  residence
  
  Office
  (date became an Officer)
  
  Principal occupations during
  past 5 yearsPeter J. Kinver (52)
  Toronto, Ontario
  Canada
  
  Executive Vice President and Chief Operating
  Officer (2003)
  
  Executive Vice President and Chief Operating
  Officer of the Company; prior to February 2004, Executive Vice
  President, Operations of the Company; prior to August 2003, Divisional
  Director, Western Division, Anglo American Platinum plc (platinum mining).Jamie C. Sokalsky (50)Toronto,
  Ontario
  Canada
  
  Executive Vice
  President and Chief Financial Officer (1993)
  
  Executive Vice President and Chief Financial Officer of the Company;
  prior to April 2004, Senior Vice President and Chief Financial Officer
  of the Company.Vincent Borg (51)Toronto,
  Ontario
  Canada
  
  Senior Vice President, Corporate Communications
  (2008)
  
  Senior Vice President, Corporate Communications of
  the Company; prior to February 2006, Vice President, Corporate
  Communications of the Company.George Potter (51)Oakville,
  Ontario
  Canada
  
  Senior Vice President, Technical Services and
  Capital Projects (2008)
  
  Senior Vice President, Technical Services and
  Capital Projects; prior to May 2006, Vice President Technical Services
  and Projects of the Company; prior to September 2005, Vice President,
  Capital Projects of the Company.Gregory A. Lang (53) Sandy, Utah U.S.A.
  
  President, North America (2001)
  
  President, North America of the Company; prior to
  September 2005, Vice President North America Operations of the Company;
  prior to February 2004, Vice President, Australian Operations of the
  Company.Igor Gonzales
  (53)
  La Molina, Lima, Peru
  
  President, South America (2004)
  
  President, South America of the Company; prior to
  September 2005, Vice President, Peru of the Company; prior to
  February 2004, Vice President and General Manager, Pierina mine, of the
  Company.  84


Name (age) and municipality of
  residence
  
  Office
  (date became an Officer)
  
  Principal occupations during
  past 5 yearsJoc ORourke (47)Perth,
  Australia
  
  President, Australia-Pacific (2006)
  
  President, Australia Pacific of the Company; prior
  to May 2006, Executive General Manager, Australia for Placer Dome; prior
  to January 2005, General Manager WA Operations, at Iluka Resources
  Limited; prior to August 2003, General Manager, Operations at Minara Resources
  Ltd.  Mr. M.A. Cohen, a director of the Company, was
a director of Haynes International, Inc. and Collins & Aikman
Inc., each a company which during the past ten years has made a proposal under
legislation relating to bankruptcy or insolvency or instituted an arrangement
with creditors while Mr. Cohen was acting as a director for such company
or within one year of Mr. Cohen resigning from the board of
directors.  On March 29, 2004,
Haynes International, Inc. and certain of its U.S. subsidiaries filed a
voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy
Code.  On May 17, 2005, Collins &
Aikman Inc. and substantially all of its U.S. operating subsidiaries filed a
voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy
Code.Mr. Mulroney, a director of the Company, is a director of Quebecor
World Inc., a company which during the past ten years has made a proposal under
legislation relating to bankruptcy or insolvency or instituted an arrangement
with creditors while Mr. Mulroney was acting as a director for such
company.  On January 21, 2008,
Quebecor World Inc. and substantially all of its U.S. operating subsidiaries
filed a voluntary petition for creditor protection under the Canadian Companies
Creditors Arrangement Act and Chapter 11 of the U.S. Bankruptcy Code.  AUDIT
COMMITTEE  Audit
Committee Mandate  Purpose  1.             The purpose of the Audit Committee (the Committee) of
the Board of Directors (the Board) is to assist the Board in its oversight
of: (i) the financial reporting process and the quality, transparency and
integrity of the Companys financial statements and other related public
disclosures; (ii) the Companys internal controls over financial
reporting; (iii) the Companys compliance with legal and regulatory
requirements relevant to the financial statements and financial reporting; (v) the
external auditors qualifications and independence; and (v) the
performance of the internal audit function and the external auditors.  2.             The function of the
Committee is oversight.  The members of
the Committee are not full-time employees of the Company.  The Companys management is responsible for
the preparation of the Companys financial statements in accordance with
applicable accounting standards and applicable laws and regulations.  The Companys external auditors are
responsible for the audit or review, as applicable, of the Companys financial
statements in accordance with applicable auditing standards and laws and
regulations.  85


Committee Responsibilities  3.             The
Committees responsibilities shall include:  External Auditors  (a)retaining and
terminating, and/or making recommendations to the Board of Directors and the
shareholders with respect to the retention or termination of, an external
auditing firm to conduct review engagements on a quarterly basis and an annual
audit of the Companys financial statements;  (b)communicating
to the external auditors that they are ultimately accountable to the Board and
the Committee as representatives of the shareholders;  (c)obtaining and
reviewing an annual report prepared by the external auditors describing:  the firms internal quality-control
procedures; any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the preceding
five years, respecting one or more independent audits carried out by the firm,
and any steps taken to deal with any such issues;  (d)evaluating the
independence of the external auditor and any potential conflicts of interest
and (to assess the auditors independence) all relationships between the
external auditors and the Company, including obtaining and reviewing an annual
report prepared by the external auditors describing all relationships between
the external auditors and the Company;  (e)approving, or
recommending to the Board of Directors for approval, all audit engagement fees
and terms, as well as all non-audit engagements of the external auditors prior
to the commencement of the engagement;  (f)reviewing with
the external auditors the plan and scope of the quarterly review and annual
audit engagements;  (g)setting hiring
policies with respect to the employment of current or former employees of the
external auditors;  Financial Reporting  (h)reviewing,
discussing and recommending to the Board for approval the annual audited
financial statements and related managements discussion and analysis of
financial and operating results prior to filing with securities regulatory
authorities and delivery to shareholders;  (i)reviewing and
discussing with the external auditors the results of their reviews and audit,
any issues arising and managements response, including any restrictions on the
scope of the external auditors activities or requested information and any
significant disagreements with management, and resolving any disputes;  (j)reviewing,
discussing and approving, or recommending to the Board for approval, the
quarterly financial statements and quarterly managements discussion and
analysis of  86


financial
and operating results prior to filing with securities regulatory authorities and
delivery to shareholders;  (k)reviewing and
discussing with management and the external auditors the Companys critical
accounting policies and practices, material alternative accounting treatments,
significant accounting and reporting judgments, material written communications
between the external auditor and management (including management
representation letters and any schedule of unadjusted differences) and
significant adjustments resulting from the audit or review;  (l)reviewing and
discussing with management the Companys earnings press releases, as well as
type of financial information and earnings guidance (if any) provided to
analysts and ratings agencies;  (m)reviewing and
discussing such other relevant public disclosures containing financial
information as the Committee may consider necessary or appropriate;  (n)reviewing and
discussing with management the disclosure controls relating to the Companys
public disclosure of financial information, including information extracted or
derived from the financial statements, and periodically assess the adequacy of
such procedures;  Internal
Controls Over Financial Reporting  (o)reviewing and
discussing with management, the external auditors and the head of internal
audit the effectiveness of the Companys internal controls over financial
reporting, including reviewing and discussing any significant deficiencies in
the design or operation of internal controls, and any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Companys internal controls over financial reporting;  (p)discussing the
Companys process with respect to risk assessment (including fraud risk), risk
management and the Companys major financial risks and financial reporting
exposures, all as they relate to internal controls over financial reporting,
and the steps management has taken to monitor and control such risks;  (q)reviewing and
discussing with management the Companys Code of Business Conduct and Ethics
and anti-fraud program and the actions taken to monitor and enforce compliance;  (r)establishing
procedures for:  (i)the receipt,
retention and treatment of complaints regarding accounting, internal controls
or auditing matters; and  (ii)the
confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting, internal controls or auditing matters;  87


Internal
Audit  (s)reviewing and
discussing with management, the external auditors and the head of internal
audit the responsibilities and effectiveness of the Companys internal audit
function, including reviewing the internal audit mandate, independence,
organizational structure, internal audit plans and adequacy of resources, receiving
periodic internal audit reports and meeting privately with the head of internal
audit on a periodic basis;  (t)approving in
advance the retention and dismissal of the head of internal audit;  Other  (u)meeting
separately, periodically, with each of management, the head of internal audit
and the external auditors;  (v)reporting
regularly to the Board;  (w)reviewing and
assessing its mandate and recommending any proposed changes to the Corporate
Governance and Nominating Committee of the Board on an annual basis; and  (x)evaluating the
functioning of the Committee on an annual basis, including with reference to
the discharge of its mandate, with the results to be reported to the Corporate
Governance and Nominating Committee, which shall report to the Board.  Responsibilities
of the Committee Chair  4.             The
fundamental responsibility of the Committee Chair is to be responsible for the
management and effective performance of the Committee and provide leadership to
the Committee in fulfilling its mandate and any other matters delegated to it
by the Board.  To that end, the Committee
Chairs responsibilities shall include:  (a)working with the Chairman of the Board,
the Chief Executive Officer and the Secretary to establish the frequency of
Committee meetings and the agendas for meetings;  (b)providing leadership to the Committee and
presiding over Committee meetings;  (c)facilitating the flow of information to
and from the Committee and fostering an environment in which Committee members
may ask questions and express their viewpoints;  (d)reporting to the Board with respect to
the significant activities of the Committee and any recommendations of the
Committee;  (e)leading the Committee in annually
reviewing and assessing the adequacy of its mandate and evaluating its
effectiveness in fulfilling its mandate; and  (f)taking such other steps as are reasonably
required to ensure that the Committee carries out its mandate.  Powers  5.             The Committee shall have the
authority, including approval of fees and other retention terms, to obtain
advice and assistance from outside legal, accounting or other advisors in its
sole discretion, at the expense of the Company, which shall provide adequate
funding for such purposes.  The Company
shall  88


also provide
the Committee with adequate funding for the ordinary administrative expenses of
the Committee.  The Committee shall have
unrestricted access to information, management, the external auditors and the
head of internal audit, including private meetings, as it considers necessary
or appropriate to discharge its duties and responsibilities.  The Committee may, in its discretion,
delegate all or a portion of its duties and responsibilities to a subcommittee
of the Committee.  Composition  6.             The Committee shall be appointed by the Board annually
and shall be comprised of a minimum of three directors.  If an appointment of members of the Committee
is not made as prescribed, the members shall continue as such until their
successors are appointed.  7.             All of the members of the Committee
shall be directors whom the Board has determined are independent, taking into
account the applicable rules and regulations of securities regulatory
authorities and/or stock exchanges.  8.             Each member of the Committee shall be financially
literate and at least one member of the Committee shall have accounting or
related financial management expertise(1).At least one member of the
Committee shall be an audit committee financial expert, as defined in the
applicable rules and regulations of securities regulatory authorities
and/or stock exchanges.  9.             If a Committee member simultaneously serves on the audit
committee of more than three public companies, the Board shall make a determination
as to whether such service impairs the ability of such member to serve
effectively on the Committee and disclose such determination in the Companys
annual proxy statement.  Meetings  10.           The Committee shall have a minimum of four meetings per
year, to coincide with the Companys financial reporting cycle.  Additional meetings will be scheduled as
considered necessary or appropriate, including to consider specific matters at             the request of the external auditors
or the head of internal audit.  11.           The time and place of the meetings of the Committee, the
calling of meetings and the procedure in all things at such meetings shall be
determined by the Chairman of the Committee.  Composition
of the Audit Committee  The Audit Committee is comprised entirely of
independent directors (S.J. Shapiro, D.J. Carty, J.W. Crow and P.A.
Crossgrove). There were seven meetings of the Audit Committee during 2007. All
of the  
 (1) For purposes of this mandate,  financially literate means the ability to
read and understand a balance sheet, an income statement, a cash flow statement
and the related notes that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity
of issues that can reasonably be expected to be raised by the Companys
financial statements, and accounting or related financial management expertise
means the ability to analyze and interpret a full set of financial statements,
including the related notes that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity
of issues that can reasonably be expected to be raised by the Companys
financial statements.  89


members of the Audit Committee attended all
of the meetings held in 2007, with the exception of D.J. Carty who attended all
but one meeting.  All of the members of the Audit Committee are
financially literate and at least one member has accounting or related
financial management expertise. Barricks Board of Directors has determined
that S.J. Shapiro, a member of the Audit Committee, is an audit committee
financial expert as defined by SEC rules and is independent, as that term
is defined by the New York Stock Exchanges corporate governance standards
applicable to Barrick.  The rules adopted by the SEC indicate that the
designation of Mr. Shapiro as an audit committee financial expert will not
deem him to be an expert for any purpose or impose any duties, obligations or
liability on Mr. Shapiro that are greater than those imposed on members of
the Audit Committee and Barricks Board of Directors who do not carry this
designation. Other members of the Audit Committee are also experienced audit
committee members and may qualify as audit committee financial experts;
however, the Board of Directors has only made the specific determination in
respect of Mr. Shapiro.  Donald J. Carty, 61
  Dallas, Texas, USA
  
  Mr. Carty is Vice Chairman and Chief
  Financial Officer of Dell, Inc., a computer company. From 1998 to 2003,
  he was the Chairman and Chief Executive Officer of AMR Corp. and American
  Airlines. Mr. Carty is also the Chairman of Porter Aviation Holdings
  Inc., Porter Airlines Inc. and Virgin America Airlines. Mr. Carty is
  also a director of CHC Helicopter Corporation and Dell, Inc. He holds an
  undergraduate degree and an honorary doctor of laws from Queens University
  and a masters degree in business administration from Harvard University. Mr. Carty
  is an Officer of the Order of Canada.Peter A. Crossgrove, 71
  Toronto, Ontario,
  Canada
  
  Mr. Crossgrove is a corporate director. Prior
  to May 2005, Mr. Crossgrove was the Chairman of Masonite
  International Corporation, a door manufacturing company. He is also a
  director of QLT Inc., Dundee REIT, Excellon Resources Inc., West Timmins
  Mining Inc. and Pelangio Mines Inc. Mr. Crossgrove is a director of the
  Canadian Partnership Against Cancer. He holds an undergraduate degree from
  McGill University and Concordia University and a masters degree in business
  administration from the University of Western Ontario. Mr. Crossgrove is
  a recipient of the Queens Jubilee Medal and an Officer of the Order of
  Canada.John W. Crow, 71
  Toronto,
  Ontario, Canada
  
  Mr. Crow is President of J&R Crow Inc.,
  an economic and financial consulting firm. He is also a director of TriNorth
  Capital Inc., Lawrence Enterprise Fund and OFI Income Fund. He is the
  Chairman of Arts for Children of Toronto. Mr. Crow served as the Governor
  of the Bank of Canada from 1987 to 1994. Mr. Crow holds an undergraduate
  degree from Oxford University.Steven J. Shapiro, 55
  Houston, Texas, USA
  
  Mr. Shapiro is a corporate director. Prior to
  May 2006, he was Executive Vice President, Finance and Corporate
  Development, and a director of Burlington Resources, Inc., an oil and
  gas exploration and production company. Prior to April 2005, he was
  Executive Vice President and Chief Financial Officer of Burlington
  Resources, Inc. He is also a director of El Paso Corporation. He serves
  as chairman of the executive committee of the American Petroleum Institutes
  general committee on finance. Mr. Shapiro holds an undergraduate degree
  from Union College and a masters degree in business administration from Harvard
  University.  90


Participation
on Other Audit Committees  The Company does not restrict the number of other
audit committees on which members of its Audit Committee may serve. J.W. Crow,
who will retire from the Board of Directors at Barricks upcoming Annual and
Special Meeting of Shareholders, currently serves on the audit committees of
four other public companies.   Barricks
Board of Directors has determined that the service of J.W. Crow on the audit committees
of such other companies does not impair his ability to effectively serve on the
Audit Committee, particularly given his experience as a director of other
public companies and the fact that he is retired from full-time employment.  Audit
Committee Pre-Approval Policies and Procedures  Barricks Audit Committee has adopted a pre-approval
policy with respect to permitted non-audit services. Under this policy, subject
to certain conditions, specified audit-related services, tax- related non-audit
services, audit services and certain permitted non-audit services may be
presented to the Audit Committee for pre-approval as a category of services on
an annual or project basis. On a quarterly basis, management of Barrick is
required to update the Audit Committee in respect of the actual amount of fees
in comparison to the pre-approved estimate.Following the annual
pre-approval, on an interim basis, management of Barrick is permitted to
approve statutory, compliance and subsidiary audits and additional audit-related
services and specified non-audit services, provided that the estimated fees for
such services fall within specified dollar limits.  Additional audit-related services and
specified non-audit services that exceed the dollar thresholds and all additional
non-audit services, including tax-related non-audit services, require the
pre-approval of the Audit Committee (or if within a specified dollar threshold,
the Committee Chairman).  External
Auditor Service Fees  PricewaterhouseCoopers LLP are the auditors of
Barricks Consolidated Financial Statements. The following
PricewaterhouseCoopers LLP fees were incurred by Barrick in each of the years
ended December 31, 2007 and 2006 for professional services rendered to
Barrick:  Fees
  (amount in millions)
  
  2007
  
  2006Audit
  Fees(1)
  
  $
  7.5
  
  $
  7.2Audit-Related
  Fees(2)
  
  0.4
  
  0.2Tax Fees(3)
  
  1.1
  
  1.7All Other
  Fees(4)
  
  0.1
  
  0.1Total
  
  $
  9.1
  
  $
  9.2  
 (1)Audit Fees comprise professional
services for the audit of Barricks annual financial statements, review of
Barricks interim financial statements, and services normally provided in
connection with Barricks statutory and regulatory filings.  The Audit Fees for 2007 have decreased by
$0.8 million before the effect of foreign currency translation that increased
the fees reported in U.S. dollars by $1.1 million.  91


(2)
  Audit-Related Fees comprise amounts paid for
  consultations on accounting developments and the accounting for potential
  corporate transactions.(3)
  Tax Fees comprise amounts paid for tax compliance
  and advisory services.(4)
  In 2007, Other Fees comprise amounts paid for
  accounting and internal audit software applications and accounting research
  services. CONTROLS
AND PROCEDURES  Disclosure controls and procedures are designed to
ensure that information required to be disclosed by Barrick in reports filed
with securities regulatory agencies is recorded, processed, summarized and
reported on a timely basis and is accumulated and communicated to Barricks
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.  An evaluation was carried out under the supervision
of and with the participation of Barricks management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in rules adopted by the
SEC) as of December 31, 2007. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that as of December 31,
2007 our disclosure controls and procedures were effective.  Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A control
system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance with respect to the reliability of financial reporting
and financial statement preparation. Accordingly, Barricks management,
including our Chief Executive Officer and our Chief Financial Officer, does not
expect that Barricks internal control over financial reporting will prevent or
detect all error and all fraud.  There has been no change in Barricks internal
control over financial reporting during the year ended December 31, 2007
that materially affected, or that is reasonably likely to materially affect,
Barricks internal control over financial reporting.  For additional information, see Barricks Managements
Report on Internal Control Over Financial Reporting in its 2007 Annual Report.  Barrick will continue to periodically review its
disclosure controls and procedures and internal control over financial
reporting and may make modifications from time to time as considered necessary
or desirable.  NON-GAAP
FINANCIAL MEASURES  Total
Cash Costs  Total cash costs per ounce are a non-GAAP financial
measure.  Total cash costs per ounce
include all costs absorbed into inventory, as well as royalties, by-product
credits, production taxes and accretion expense, and exclude inventory purchase
accounting adjustments and amortization. 
The presentation of these statistics in this manner allows Barrick to
monitor and manage those factors that impact production costs on a monthly
basis.  Barrick calculates total cash
costs based on its equity interest in production from its mines.  Total cash costs per ounce/pound are
calculated by dividing the aggregate of these costs by gold ounces, copper
pounds sold or ore tons mined.  Total
cash costs and total cash costs per ounce/pound are calculated on a consistent
basis for the periods presented.  In
Barricks income statement, amortization is presented separately from cost of
sales.  Some companies include
amortization  92


in cost of sales, which results in a
different measurement of cost of sales in the income statement.  Barrick has provided the reconciliations set
out below to illustrate the impact of excluding amortization and inventory
purchase accounting adjustments from total cash costs per ounce/pound
statistics.  Under purchase accounting
rules, Barrick recorded the fair value of acquired work in progress and
finished goods inventories as at the date of the Placer Dome acquisition.  As the acquired inventory is sold, any
purchase accounting adjustments reflected in the carrying amount of inventory
at acquisition, impacts cost of sales. 
The method of valuing these inventories is based on estimated selling
prices less costs to complete and a reasonable profit margin.  Consequently, the fair values do not
necessarily reflect costs to produce consistent with ore mined and processed
into gold and copper after the acquisition.  Management believes that using an equity interest
presentation is a fairer, more accurate way to measure economic performance
than using a consolidated basis.  For
mines where Barrick holds less than a 100% share in the production, it excludes
the economic share of gold production that flows to its partners who hold a
non-controlling interest. Consequently, for the Tulawaka mine, although Barrick
fully consolidated this mine in its Consolidated Financial Statements, its
production and total cash cost statistics only reflect its equity share of the
production.  In managing its mining operations, Barrick
disaggregates cost of sales between amortization and the other components of
cost of sales.  Barrick uses total cash
costs per ounce/pound statistics as a key performance measure internally to
monitor the performance of its regional business units.  Management uses these statistics to assess
how well the Companys regional business units are performing against internal
plans, and also to assess the overall effectiveness and efficiency of the
Companys mining operations.  Management
also use amortization costs per ounce/pound statistics to monitor business
performance.  By disaggregating cost of
sales into these two components and separately monitoring them, management is
better able to identify and address key performance trends.  Management believes that the presentation of
these statistics in this manner in this Annual Information Form enhances
the ability of investors to assess the Companys performance.  These statistics also enable investors to
better understand year-over-year changes in cash production costs, which in
turn affect Barricks profitability and ability to generate cash flow.  The principal limitation
associated with total cash costs per ounce/pound statistics is that they do not
reflect the total costs to produce gold/copper, which in turn impacts the
earnings of Barrick.  Management believes
that it has compensated for this limitation by highlighting the fact that total
cash costs exclude amortization and inventory purchase accounting adjustments
as well as providing details of the financial effect.  Management believes that the benefits of
providing disaggregated information outweigh the limitation in the method of
presentation of total cash costs per ounce/pound statistics.  Total
cash costs per ounce/pound statistics are intended to provide additional
information, do not have any standardized meaning prescribed by U.S. GAAP and
should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with U.S. GAAP.  The measures are not necessarily indicative
of operating profit or cash flow from operations as determined under U.S.
GAAP.  Other companies may calculate
these measures differently.  Illustration of
Impact of Excluding Certain Costs from Total Cash Costs per Ounce/Pound  93


For the years ended December 31($ millions, except per ounce/pound
  
  Gold
  
  Copper(1)information in dollars)
  
  2007
  
  2006
  
  2005
  
  2007
  
  2006Cost of
  sales(2)
  
  $
  2,842
  
  $
  2,348
  
  $
  1,214
  
  $
  342
  
  $
  393Cost of
  sales at South Deep included in discontinued operations
  
  
  
  101
  
  
  
  
  
  Cost of
  sales attributable to non-controlling interests(3)
  
  (15
  )
  (63
  )
  (8
  )
  
  
  Inventory
  purchase accounting adjustments included in cost of sales(4)
  
  
  
  (11
  )
  
  
  (9
  )
  (97
  )Cost of
  sales  equity basis
  
  2,827
  
  2,375
  
  1,206
  
  333
  
  296Amortization
  at producing mines  consolidated
  
  865
  
  648
  
  409
  
  119
  
  68Amortization
  at South Deep included in discontinued operations
  
  
  
  18
  
  
  
  
  
  Amortization
  at producing mines attributable to non-controlling interests(3)
  
  (6
  )
  (16
  )
  (5
  )
  
  
  Amortization
  at producing mines  equity basis
  
  859
  
  650
  
  404
  
  119
  
  68Inventory
  purchase accounting adjustments(4)
  
  
  
  11
  
  
  
  9
  
  97Cost of
  sales including amortization and inventory purchase accounting adjustments 
  equity basis
  
  $
  3,686
  
  $
  3,036
  
  $
  1,610
  
  $
  461
  
  $
  461  For the years ended December 31Total cash costs per ounce/pound
  
  Gold
  
  Copper(1)(Per ounce/pound information in dollars)
  
  2007
  
  2006
  
  2005
  
  2007
  
  2006Ounces/pounds
  sold  consolidated (thousands/millions)
  
  8,108
  
  8,566
  
  5,333
  
  401
  
  376Sales
  attributable to non-controlling interests(3)
  
  (53
  )
  (176
  )
  (13
  )
  
  
  Ounces/pounds
  sold  equity basis
  
  8,055
  
  8,390
  
  5,320
  
  401
  
  376Total cash
  costs per ounce/pound  equity basis
  
  $
  350
  
  $
  283
  
  $
  227
  
  $
  0.83
  
  $
  0.79Amortization
  per ounce/pound  equity basis
  
  104
  
  81
  
  76
  
  0.30
  
  0.17Inventory
  purchase accounting adjustments per ounce/pound
  
  
  
  1
  
  
  
  0.02
  
  0.26Cost of
  sales and amortization per ounce/pound attributable to non-controlling
  interests(3)
  
  1
  
  9
  
  8
  
  
  
  Total costs
  per ounce/pound(5)  consolidated basis
  
  $
  455
  
  $
  374
  
  $
  311
  
  $
  1.15
  
  $
  1.22  
 (1)
  The 2005 comparative
  periods for copper have been omitted as Barrick did not produce any
  significant amounts of copper prior to the production from the copper mines
  acquired with Placer Dome.(2)
  The aggregate amount of
  cost of sales for gold and copper is as per Barricks Consolidated Financial
  Statements.(3)
  Relates to a 70% interest
  in Tulawaka and a 50% interest in South Deep prior to 2007.(4)
  Based on Barricks equity
  interest.(5)
  Includes
  amortization, amounts attributable to non-controlling interests and inventory
  purchase accounting adjustments.  94


Realized
Price  Management uses a performance measure internally
that represents revenues under U.S. GAAP, adjusted for unrealized gains and
losses on non-hedge derivatives.  The use
of this measure is intended to enable management to better understand the price
realized each period for gold and copper sales. 
Management believes that this measure better reflects Barricks
performance in each period and is a better indication of its expected
performance in future periods.  Changes
in the unrealized mark-to-market value of non-hedge gold and copper derivatives
occur each period due to changes in market factors such as spot and forward
gold and copper prices.  The exclusion of
such unrealized mark-to-market gains and losses from the presentation of this performance
measure enables investors to understand performance based on the realized
proceeds of selling gold and copper production. 
Management includes such unrealized mark-to-market gains and losses in a
list of special items that have affected its results.  These gains and losses relate to derivative
instruments that mature in future periods, at which time the gains and losses
will become realized. The amounts of these gains and losses reflect fair values
based on market valuation assumptions at the end of each period and do not
necessarily represent the amounts that will become realized on maturity.  Barricks realized price statistics,
excluding unrealized mark-to-market value of non-hedge gold and copper
derivatives, are intended to provide additional information, do not have any
standardized meaning prescribed by U.S. GAAP and should not be considered in
isolation or as a substitute for measures of performance prepared in accordance
with U.S. GAAP.  The measures are not
necessarily indicative of operating profit or cash flow from operations as
determined under U.S.GAAP.  Other
companies may calculate these measures differently. The following table
reconciles these non-GAAP measures to the most directly comparable U.S. GAAP
measure.  Illustration
of Impact of Excluding Unrealized Gains and Losses on Non-Hedge Derivatives
from Realized Prices  For the Years ended December 31Gold
  
  Copper($ millions, except per ounce/pound data in dollars)
  
  2007
  
  2006
  
  2005
  
  2007
  
  2006Sales(1)
  
  $5,027
  
  $4,493
  
  $2,348
  
  $1,305
  
  $1,137Sales
  attributable to non-controlling interests(2)
  
  (38
  )
  52
  
  (15
  )
  
  
  Sales 
  equity basis
  
  4,989
  
  4,545
  
  2,333
  
  1,305
  
  1,137Unrealized
  non-hedge gold/copper derivative (gains) losses
  
  (2
  )
  7
  
  
  
  (26
  )
  14Sales -
  equity basis, excluding non-hedge gold/copper derivative (gains) losses
  
  4,987
  
  4,552
  
  2,333
  
  1,279
  
  1,151Sales
  (thousands of ounces/millions lbs)
  
  8,055
  
  8,390
  
  5,320
  
  401
  
  376Realized
  gold/copper price per oz/lb (including unrealized non-hedge gold/copper
  derivative gains and losses)
  
  619
  
  542
  
  439
  
  3.25
  
  3.02Unrealized
  non-hedge gold/copper derivative (gains) lossesper ounce/pound
  
  
  
  1
  
  
  
  (0.06
  )
  0.04Realized
  gold/copper price per oz/lb (excluding unrealized non-hedge gold/copper
  derivative gains and losses)
  
  $
  619
  
  $
  543
  
  $
  439
  
  $
  3.19
  
  $
  3.06  
 (1)As per Barricks income
statement. (2)   Gold sales include sales attributable to South Deep in 2006,
included in discontinued operations.  95


ADDITIONAL INFORMATION  Additional information, including directors and
officers remuneration and indebtedness, principal holders of the Companys
securities and options to purchase securities is contained in the Companys
Management Information Circular and Proxy Statement dated March 27, 2008.
As well, additional financial information is provided in the Companys 2007
Annual Report, in the Companys Consolidated Financial Statements (as prepared
under U.S. GAAP) and Managements Discussion and Analysis of Financial and
Operating Results for the year ended December 31, 2007 (as prepared under
U.S. GAAP), each of which is available electronically from the Canadian System
for Electronic Document Analysis and Retrieval (SEDAR) (www.sedar.com) and from
the SECs Electronic Document Gathering and Retrieval System (EDGAR)
(www.sec.gov).  Additional Information
relating to Barrick is available on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.  96