**Exhibit 99.1**

 

 

 

**BARRICK GOLD CORPORATION**

**Brookfield PlaceTD Canada Trust Tower, Suite 3700P.O. Box 212**

**161 Bay StreetToronto, OntarioM5J 2S1**

 

**ANNUALINFORMATION FORM**

 

**Forthe year ended December 31, 2008**

** **

**Datedas of March 30, 2009**

 

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**BARRICKGOLD CORPORATIONANNUAL INFORMATION FORMTABLE OF CONTENTS**

 
| **GLOSSARY OF TERMS**                                  | **3**      |
|--------------------------------------------------------|------------|
| ** **                                             | ** ** |
| **FORWARD-LOOKING INFORMATION**                        | **9**      |
| ** **                                             | ** ** |
| **SCIENTIFIC AND TECHNICAL INFORMATION**               | **10**     |
| ** **                                             | ** ** |
| **GENERAL INFORMATION**                                | **10**     |
| ** **                                             | ** ** |
| Incorporation                                          | 10         |
| Subsidiaries                                           | 10         |
| Areas of  Interest                                     | 11         |
| General  Development of the Business                   | 11         |
| Transactions                                           | 15         |
|                                                   |       |
| **NARRATIVE DESCRIPTION OF THE BUSINESS**              | **18**     |
| ** **                                             | ** ** |
| Capital Projects Group                                 | 18         |
| Regional  Business Units                               | 18         |
| North  America                                         | 18         |
| Australia  Pacific                                     | 19         |
| Africa                                                 | 19         |
| South  America                                         | 20         |
| Production                                             | 20         |
| Mineral  Reserves and Mineral Resources                | 21         |
| Marketing  and Distribution                            | 32         |
| Employees  and Labor Relations                         | 33         |
| Competition                                            | 33         |
|                                                   |       |
| **MATERIAL PROPERTIES**                                | **33**     |
| ** **                                             | ** ** |
| Goldstrike  Property                                   | 34         |
| Cortez Mine                                            | 40         |
| Lagunas  Norte Mine                                    | 45         |
| Veladero  Mine                                         | 50         |
| Zaldívar  Mine                                    | 54         |
| Porgera Mine                                           | 59         |
|                                                   |       |
| **EXPLORATION, DEVELOPMENT AND BUSINESS  DEVELOPMENT** | **65**     |
| ** **                                             | ** ** |
| **ENVIRONMENT AND CLOSURE**                            | **68**     |
| ** **                                             | ** ** |
| **FINANCIAL RISK-MANAGEMENT**                          | **70**     |
| ** **                                             | ** ** |
| **LEGAL MATTERS**                                      | **74**     |
| ** **                                             | ** ** |
| Government  Controls and Regulations                   | 74         |

 

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| Legal  Proceedings                                                                              | 75         |
|-------------------------------------------------------------------------------------------------|------------|
|                                                                                            |       |
| **RISK FACTORS**                                                                                | **78**     |
| ** **                                                                                      | ** ** |
| **MANAGEMENT’S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS** | **88**     |
| ** **                                                                                      | ** ** |
| **CONSOLIDATED FINANCIAL STATEMENTS**                                                           | **88**     |
| ** **                                                                                      | ** ** |
| **CAPITAL STRUCTURE**                                                                           | **89**     |
| ** **                                                                                      | ** ** |
| **RATINGS**                                                                                     | **92**     |
| ** **                                                                                      | ** ** |
| **MARKET FOR SECURITIES**                                                                       | **94**     |
| ** **                                                                                      | ** ** |
| **MATERIAL CONTRACTS**                                                                          | **94**     |
| ** **                                                                                      | ** ** |
| **TRANSFER AGENTS AND REGISTRARS**                                                              | **95**     |
| ** **                                                                                      | ** ** |
| **DIVIDEND POLICY**                                                                             | **96**     |
| ** **                                                                                      | ** ** |
| **DIRECTORS AND OFFICERS OF THE COMPANY**                                                       | **96**     |
| ** **                                                                                      | ** ** |
| **AUDIT COMMITTEE**                                                                             | **103**    |
| ** **                                                                                      | ** ** |
| Audit  Committee Mandate                                                                        | 103        |
| Purpose                                                                                         | 103        |
| Committee  Responsibilities                                                                     | 104        |
| Responsibilities of  the Committee Chair                                                        | 106        |
| Powers                                                                                          | 107        |
| Composition                                                                                     | 107        |
| Meetings                                                                                        | 107        |
| Composition  of the Audit Committee                                                             | 108        |
| Participation  on Other Audit Committees                                                        | 109        |
| Audit  Committee Pre-Approval Policies and Procedures                                           | 109        |
| External  Auditor Service Fees                                                                  | 109        |
|                                                                                            |       |
| **CONTROLS AND PROCEDURES**                                                                     | **110**    |
| ** **                                                                                      | ** ** |
| **NON-GAAP FINANCIAL MEASURES**                                                                 | **110**    |
| ** **                                                                                      | ** ** |
| Total Cash  Costs                                                                               | 110        |
| Realized  Price                                                                                 | 112        |
|                                                                                            |       |
| **INTERESTS OF EXPERTS**                                                                        | **113**    |
| ** **                                                                                      | ** ** |
| **ADDITIONAL INFORMATION**                                                                      | **113**    |

 

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**GLOSSARY OF TERMS**

 

**Assay**

 

 Analysis to determine the amountor proportion of the element of interest contained within a sample.

 

**Autoclavesystem**

 

Oxidationprocess in which high temperatures and pressures are applied within apressurized closed vessel to convert refractory sulphide mineralization intoamenable oxide ore.

 

**Ballmill**

 

Ahorizontal rotating steel cylinder which grinds ore to fine particles. Thegrinding is carried out by the pounding and rolling of a charge of steel ballscarried within the cylinder.

 

**By-product**

 

Asecondary metal or mineral product that is recovered along with the primarymetal or mineral product during the ore concentration process.

 

**Carbonaceous**

 

Containingcarbon or coal, especially shale or other rock containing small particles ofcarbon distributed throughout the mass.

 

**Carbon-in-leach(C-I-L)**

 

Aprocess step wherein granular activated carbon particles much larger than theground ore particles are introduced into the ore pulp. Cyanide leaching andprecious metals adsorption onto the activated carbon occurs simultaneously. Theloaded activated carbon is mechanically screened to separate it from the barrenpulp, processed to remove the precious metals and finally prepared for reuse.

 

**Concentrate**

** **

Aprocessing product containing the valuable ore mineral from which most of thewaste mineral has been eliminated.

 

**Containedounces**

** **

Representstotal ounces in a mineral reserve before reduction to account for ounces notable to be recovered by the applicable metallurgical process.

 

**Contango**

** **

Thepositive difference between the spot market gold price and the forward marketgold price. It is often expressed as an interest rate quoted with reference tothe difference between inter-bank deposit rates and gold lease rates.

 

**Crushing**

** **

Breakingof ore from the size delivered from the mine into smaller and more uniformfragments to be then fed to grinding mills or to a leach pad.

 

**Cut-off grade**

 

Theminimum metal grade at which material can be economically mined and processed(used in the calculation of ore reserves).

 

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**Development**

 

Workcarried out for the purpose of opening up a mineral deposit. In an undergroundmine, this includes shaft sinking, crosscutting, drifting and raising. In anopen pit mine, development includes the removal of overburden and/ or wasterock.

 

**Dilution**

** **

Sub-economicmaterial that is unavoidably included with the mined ore, lowering the minedgrade.

 

**Doré**

** **

Unrefinedgold and silver bullion bars usually consisting of approximately 90% preciousmetals that will be further refined to almost pure metal.

 

**Drift**

** **

Ahorizontal tunnel generally driven within or alongside an orebody and alignedparallel to the long dimension of the ore.

 

**Drift-and-fill**

** **

**Amethod of underground mining used for flat-lying mineralization or where groundconditions are less competent.**

** **

**Drilling**

** **

*Core:* a drillingmethod that uses a rotating barrel and an annular-shaped, diamond-impregnatedrock-cutting bit to produce cylindrical rock cores and lift such cores to thesurface, where they may be collected, examined and assayed.

 

*Reversecirculation:* a**drillingmethod that uses a rotating cutting bit within a double-walled drill pipe andproduces rock chips rather than core. Air or water is circulated down to thebit between the inner and outer wall of the drill pipe. The chips are forced tothe surface through the centre of the drill pipe and are collected, examinedand assayed.

 

*Conventional rotary:*****a drilling methodthat produces rock chips similar to reverse circulation except that thesample is collected using a single-walled drill pipe. Air or water circulatesdown through the center of the drill pipe and returns chips to the surfacearound the outside of the pipe.

 

*In-fill:* The collectionof additional samples between existing samples, used to provide greatergeological detail and to provide more closely-spaced assay data.

 

**Exploration**

** **

Prospecting,sampling, mapping, diamond-drilling and other work involved in locating thepresence of economic deposits and establishing their nature, shape and grade.

 

**Flotation**

** **

Aprocess by which some mineral particles are induced to become attached tobubbles and float, and other particles to sink, so that the valuable mineralsare concentrated and separated from the uneconomic gangue or waste.

 

**Grade**

** **

Theamount of metal in each ton of ore, expressed as troy ounces per ton or gramsper tonne for precious metals and as a percentage for most other metals.

 

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** **

**Grinding(Milling)**

** **

 Powdering or pulverising of ore, by pressureor abrasion, to liberate valuable minerals for further metallurgicalprocessing.

 

**Heapleaching**

** **

Aprocess whereby gold is extracted by “heaping” broken ore on slopingimpermeable pads and continually applying to the heaps a weak cyanide solutionwhich dissolves the contained gold. The gold-laden solution is then collectedfor gold recovery.

 

**Lode**

** **

Amineral deposit, consisting of a zone of veins, veinlets or disseminations, inconsolidated rock as opposed to a placer deposit.

 

**Long-holeopen stoping**

** **

Amethod of underground mining involving the drilling of holes up to 30 meters orlonger into an ore bearing zone and then blasting a slice of rock which fallsinto an open space. The broken rock is extracted and the resulting open chambermay or may not be filled with supporting material.

 

**Metricconversion**

 

| Troy ounces               |   | ×                         | 31.10348 | ** ** | **=**  |    | Grams           |
|---------------------------|--------|--------------------------------|----------|------------|--------|---------|-----------------|
| Troy ounces per short ton |   | ×                         | 34.28600 | ** ** | **=**  |    | Grams per tonne |
| Pounds                    |   | ×                         | 0.00045  | ** ** | **=**  |    | Tonnes          |
| Tons                      |   | ×                         | 0.90718  | ** ** | **=**  |    | Tonnes          |
| Feet                      |   | ×                         | 0.30480  | ** ** | **=**  |    | Meters          |
| Miles                     |   | ×                         | 1.60930  | ** ** | **=**  |    | Kilometers      |
| Acres                     |   | ×                         | 0.40468  | ** ** | **=**  |    | Hectares        |
| Fahrenheit                |   | (°F-32) × 5  ̧ 9 |     | **=**      |   | Celsius |

 

**Mill**

** **

Aprocessing facility where ore is finely ground and thereafter undergoesphysical or chemical treatment to extract the valuable metals. Also the deviceused to perform grinding (milling).

 

**Mineralreserve**

** **

See“Narrative Description of the Business — Gold Mineral Reserves and MineralResources”.

 

**Mineralresource**

** **

See“Narrative Description of the Business — Gold Mineral Reserves and MineralResources”.

 

**Miningclaim**

** **

Thatportion of applicable mineral lands that a party has staked or marked out inaccordance with applicable mining laws to acquire the right to explore for andexploit the minerals under the surface.

 

**Netprofits interest royalty**

** **

Aroyalty based on the profit remaining after recapture of certain operating,capital and other costs.

 

**Netsmelter return royalty**

** **

Aroyalty based on a percentage of valuable minerals produced with settlementmade either in kind or in currency based on the spot sale proceeds receivedless all of the offsite smelting, refining and transportation costs associatedwith the purification of the economic metals.

 

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**Openpit mine**

** **

Amine where materials are removed entirely from a working that is open to thesurface.

 

**Ore**

** **

Rock,generally containing metallic or non-metallic minerals, which can be mined andprocessed at a profit.

 

**Orebody**

** **

Asufficiently large amount of ore that is contiguous and can be minedeconomically.

 

**Oxideore**

** **

Mineralizedrock in which some of the original minerals have been oxidized. Oxidation tendsto make the ore more amenable to cyanide solutions so that minute particles ofgold will be readily dissolved.

 

**QualifiedPerson**

** **

See“Scientific and Technical Information”.

 

**RealizedPrice**

** **

See“Non-GAAP Financial Measures — Realized Price”.

 

**Reclamation**

** **

Theprocess by which lands disturbed as a result of mining activity are modified tosupport beneficial land use.****Reclamationactivity may include the removal of buildings, equipment, machinery and otherphysical remnants of mining, closure of tailings storage facilities, leach padsand other mine features, and contouring, covering and re-vegetation of wasterock and other disturbed areas.

 

**Reclamationand Closure Costs**

** **

The cost of reclamation plus other costs, including without limitationcertain personnel costs, insurance, property holding costs such as taxes,rental and claim fees, and community programs associated with closing anoperating mine.

 

**Recoveryrate**

** **

Aterm used in process metallurgy to indicate the proportion of valuable materialphysically recovered in the processing of ore. It is generally stated as apercentage of the material recovered compared to the total material originallypresent.

 

**Refining**

** **

Thefinal stage of metal production in which impurities are removed from the moltenmetal.

 

**Refractorymaterial**

** **

Mineralizedmaterial in which the metal is not amenable to recovery by conventional cyanidemethods without any pre-treatment. The refractory nature can be due to eithersilica or sulphide encapsulation of the metal or the presence of naturallyoccurring carbons or other constituents that reduce gold recovery.

 

**Roasting**

** **

Thetreatment of sulphide ore by heat and air, or oxygen enriched air, in order tooxidize sulphides and remove other elements (carbon, antimony or arsenic).

 

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** **

**Shaft**

** **

Avertical passageway to an underground mine for ventilation, moving personnel,equipment, supplies and material including ore and waste rock.

 

**Tailings**

** **

Thematerial that remains after all economically and technically recoverableprecious metals have been removed from the ore during processing.

 

**Tailingsstorage facility**

** **

Anatural or man-made confined area suitable for depositing the material thatremains after the treatment of ore.

 

**Tons**

** **

 Shorttons (2,000 pounds).

 

**Totalcash costs**

** **

See“Non-GAAP Financial Measures — Total Cash Costs”.

 

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**REPORTING CURRENCY, FINANCIAL AND RESERVE INFORMATION**

 

All currency amounts in this Annual InformationForm are expressed in United States dollars, unless otherwise indicated.References to “C$” are to Canadian dollars. References to “A$” are toAustralian dollars. For Canadian dollars to U.S. dollars, the average exchangerate for 2008 and the exchange rate at December 31, 2008 were one Canadiandollar per 0.9382 and 0.8166 U.S. dollars, respectively. For Australian dollarsto U.S. dollars, the average exchange rate for 2008 and the exchange rate at December 31,2008 were one Australian dollar per 0.8525 and 0.6928 U.S. dollars,respectively.

 

BarrickGold Corporation (“Barrick” or the “Company”) prepares its financial statementsin accordance with United States generally accepted accounting principles (“U.S.GAAP”). Accordingly, unless otherwise indicated, financial information in thisAnnual Information Form is presented in accordance with U.S. GAAP. Theaudited consolidated financial statements of the Company for the year ended December 31,2008 (the “Consolidated Financial Statements”) are incorporated by reference inthis Annual Information Form. The Consolidated Financial Statements areavailable electronically from the Canadian System for Electronic DocumentAnalysis and Retrieval (“SEDAR”) at www.sedar.com and from the U.S. Securitiesand Exchange Commission’s (the “SEC”) Electronic Document Gathering andRetrieval System (“EDGAR”) at www.sec.gov.

 

Mineralreserves have been calculated in accordance with *NationalInstrument 43-101 — Standards of Disclosure for Mineral Projects*(“NationalInstrument 43-101”), as required by Canadian securities regulatory authorities.For United States reporting purposes, Industry Guide 7 (under the U.S.*Securities Exchange Act of 1934*), as interpreted by Staff of theSEC, applies different standards in order to classify mineralization as areserve (See Note 7 of “ — Notes to the Mineral Reserves, Resources and Reconciliation Tables” in “NarrativeDescription of the Business — Mineral Reserves and Mineral Resources”).  For U.S. reporting purposes, as at December 31,2008, the mineralization at Cerro Casale was classified as mineralized materialand approximately 600,000 ounces of reserves at Pueblo Viejo (Barrick’s 60%interest) were classified as mineralized material.  In addition, while the terms “measured”, “indicated”and “inferred” mineral resources are required pursuant to National Instrument43-101, the SEC does not recognize such terms. Canadian standards differsignificantly from the requirements of the SEC, and mineral resourceinformation contained herein is not comparable to similar information regardingmineral reserves disclosed in accordance with the requirements of the SEC.Investors should understand that “inferred” mineral resources have a greatamount of uncertainty as to their existence and great uncertainty as to theireconomic and legal feasibility. In addition, investors are cautioned not toassume that any part or all of Barrick’s mineral resources constitute or willbe converted into reserves.  Mineralresources that are not mineral reserves do not have demonstrated economicviability.

 

**Changes in Definitions of Non-GAAP Measures**

 

Barrickuses certain non-GAAP financial measures in its financial reports.  In this Annual Information Form, Barrick haschanged the definition of****“total cashcosts” and****“realized price”.  For a description of the change in thedefinition of (a) “adjusted net income”, please see pages 72 and 73of Barrick’s Management’s Discussion and Analysis of Financial and OperatingResults for the year ended December 31, 2008 contained in Barrick’s 2008Annual Report (the “MD&A”), (b) “total cash costs”, please see pages 38and 73 to 74 of the MD&A, (c) “EBITDA”, please see page 75 of theMD&A, (d) “realized price”, please see pages 75 to 76 of theMD&A, and (e) “cash margin”, please see page 76 of theMD&A.  See “Non-GAAP FinancialMeasures” for a detailed discussion of each of the non-GAAP measures used inthis Annual Information Form.

 

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**FORWARD-LOOKING INFORMATION**

** **

Certaininformation contained or incorporated by reference in this Annual InformationForm, including any information asto Barrick’s strategy, plans or future financial or operating performance,constitutes “forward-looking statements”. All statements, other than statementsof historical fact, are forward-looking statements. The words “believe”, “expect”,“anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”,“estimate”, “may”, “will”, “schedule” and similar expressions identifyforward-looking statements. Forward-looking statements are necessarily basedupon a number of estimates and assumptions that, while considered reasonable byus, are inherently subject to significant business, economic and competitiveuncertainties and contingencies. Known and unknown factors could cause actualresults to differ materially from those projected in the forward-lookingstatements. Such factors include, but are not limited to: the impact of globalliquidity and credit availability on the timing of cash flows and the values ofassets and liabilities based on projected future cash flows; fluctuations inthe currency markets (such as Canadian and Australian dollars, South Africanrand, Chilean peso, Argentine peso, Peruvian sol and Papua New Guinean kinaversus U.S. dollar); fluctuations in the spot and forward price of gold, copperor certain other commodities (such as silver, diesel fuel and electricity);changes in U.S. dollar interest rates or gold lease rates that could impact themark-to-market value of outstanding derivative instruments and ongoingpayments/receipts under interest rate swaps and variable rate debt obligations;risks arising from holding derivative instruments (such as credit risk, marketliquidity risk and mark-to-market risk); changes in national and localgovernment legislation, taxation, controls, regulations and political oreconomic 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 onbusiness in the future; business opportunities that may be presented to, orpursued by, us; our ability to successfully integrate acquisitions; operatingor technical difficulties in connection with mining or development activities;employee relations; availability and costs associated with mining inputs andlabor; the speculative nature of mineral exploration and development, includingthe risks of obtaining necessary licenses and permits; diminishing quantitiesor grades of reserves; adverse changes in our credit rating; and contests overtitle to properties, particularly title to undeveloped properties. In addition,there are risks and hazards associated with the business of mineralexploration, development and mining, including environmental hazards,industrial accidents, unusual or unexpected formations, pressures, cave-ins,flooding and gold bullion or copper cathode losses (and the risk of inadequateinsurance, or inability to obtain insurance, to cover these risks). Many ofthese uncertainties and contingencies can affect our actual results and couldcause actual results to differ materially from those expressed or implied inany forward-looking statements made by, or on behalf of, us. Readers arecautioned that forward-looking statements are not guarantees of futureperformance. All of the forward-looking statements made in thisAnnual Information Form are qualified by these cautionary statements.Specific reference is made to “Narrative Description of the Business — MineralReserves and Mineral Resources” and “Risk Factors” and to the “Management’sDiscussion and Analysis of Financial and Operating Results for the year ended December 31,2008” incorporated by reference herein for a discussion of some of the factorsunderlying forward-looking statements.

 

TheCompany may, from time to time, make oral forward-looking statements. TheCompany advises that the above paragraph and the risk factors described in thisAnnual Information Form and in the Company’s other documents filed withthe Canadian securities commissions and the SEC should be read for adescription of certain factors that could cause the actual results of theCompany to materially differ from those in the oral forward-looking statements.The Company disclaims any intention or obligation to update or revise any oralor written forward-looking statements whether as a result of new information,future events or otherwise, except as required by applicable law.

 

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**SCIENTIFIC AND TECHNICAL INFORMATION**

 

Unlessotherwise indicated, scientific or technical information in this AnnualInformation Form relating to mineral reserves or mineral resources isbased on information prepared by employees of Barrick, its joint venturepartners or its joint venture operating companies, as applicable, under thesupervision of, or has been reviewed by,****Ivan Mullany,Senior Director, Metallurgy and Process Development, Technical Services ofBarrick, Rick Allan, Senior Director, Mining of Barrick, and Rick Sims, SeniorDirector, Resources and Reserves of Barrick.

 

Scientific or technical information in this AnnualInformation Form relating to the geology of particular properties andexploration programs is based on information prepared by employees of Barrick,its joint venture partners or its joint venture operating companies, asapplicable, under the supervision of Robert Krcmarov, Senior Vice President,Global Exploration of Barrick.

 

Each of Messrs. Mullany, Allan, Sims andKrcmarov is a “Qualified Person” as defined in National Instrument 43-101. A “QualifiedPerson” means an individual who is an engineer or geoscientist with at leastfive years of experience in mineral exploration, mine development or operationor mineral project assessment, or any combination of these, has experiencerelevant to the subject matter of the mineral project, and is a member in goodstanding 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 ofthe Province of Ontario, of Camflo Mines Limited, Bob-Clare Investments Limitedand the former Barrick Resources Corporation. By articles of amendment effectiveDecember 9, 1985, the Company changed its name to American BarrickResources Corporation. Effective January 1, 1995, as a result of anamalgamation with a wholly-owned subsidiary, the Company changed its name fromAmerican 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 hasspecial voting rights designed to permit holders of Barrick Gold Inc. (formerlyHomestake Canada Inc.) (“BGI”) exchangeable shares to vote as a single classwith the holders of Barrick common shares.****In March 2009,in connection with Barrick’s redemption of all of the outstanding BGIexchangeable shares, the single outstanding special voting share outstandingwas redeemed and cancelled. ** **In connection with its acquisitionof Placer Dome Inc. (“Placer Dome”), Barrick amalgamated with Placer Domepursuant to articles of amalgamation dated May 9, 2006 (see “ — GeneralDevelopment of the Business”).  Inconnection with the acquisition of Arizona Star Resources Corp. (“Arizona Star”),Barrick amalgamated with Arizona Star pursuant to articles of amalgamationdated January 1, 2009.  Barrick’shead and registered office is located at Brookfield Place, TD Canada TrustTower, 161 Bay Street, Suite 3700, Toronto, Ontario, M5J 2S1.

 

**Subsidiaries**

** **

A significant portion of Barrick’s business iscarried on through its subsidiaries. A chart showing Barrick’s mines, projects,related operating subsidiaries, other significant subsidiaries and certainassociated subsidiaries as at March 17, 2009 and their respective locations or jurisdictions ofincorporation, 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.

 

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**Areas ofInterest**

 

A map showing Barrick’s mining operations andprojects as at March 17, 2009 is setout at the end of this “General Information” section.

 

**GeneralDevelopment of the Business**

 

Barrick entered the gold mining business in 1983 andis now the leading gold mining company in the world in terms of production,reserves and market capitalization. The Company has operating mines or projectsin Canada, the United States, Dominican Republic, Australia, Papua New Guinea,Peru, Chile, Argentina, Pakistan, Russia, South Africa and Tanzania. TheCompany’s principal products and sources of earnings are gold and copper.

 

During its first ten years, Barrick focused onacquiring and developing properties in North America, notably the Company’sGoldstrike property on the Carlin Trend in Nevada. Since 1994, Barrick hasstrategically expanded beyond its North American base and now also operates inChile, Peru, Argentina, the Dominican Republic, Tanzania, Australia, Papua NewGuinea and Pakistan.

 

Barrick has employed a strategy that involvesacquisitions, a district development program and exploration. In 2006, Barrickcompleted the acquisition of Placer Dome, which included twelve mines and foursignificant projects.  In connection withthe acquisition of Placer Dome,Barrick completed the sale to Goldcorp Inc. of all of Placer Dome’s Canadianproperties and operations, including all historic mining, reclamation andexploration 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 connectionwith the Placer Dome acquisition, in late 2006. In 2007, Barrick continuedto expand its projects through the acquisition of a 51% interest in the CerroCasale copper-gold deposit in Chile, and a package of exploration licenses inPapua New Guinea from Highlands Pacific. Barrick also increased its interest inthe Porgera mine from 75% to 95%. In 2008, Barrick increased its ownership inthe Cortez property****from 60% to100%. In 2008, Barrick also acquired all of the issued and outstanding sharesof Cadence Energy Inc. as well as oil and gas assets at Sturgeon Lake, Albertafrom Daylight Resources Trust. The Cadence Energy Inc. and Daylight ResourcesTrust acquisitions together comprise Barrick Energy Inc. (formerly CadenceEnergy Inc.) (“Barrick Energy”), which was formed as part of Barrick’slong-term strategy to economically hedge its exposure to oil prices. In January 2009,Barrick entered into an agreement to acquire an additional 50% interest in theHemlo property from Teck Cominco Limited in order to consolidate Barrick’s 100%ownership of the Hemlo property. ** **For additional informationregarding certain of Barrick’s recent acquisitions, see “General Information —Transactions” and see “Narrative Description of the Business”.

 

Barrick’s exploration strategy includes both itsdistrict development program and its early stage exploration program.  The district development program involvesfocusing exploration on and around existing properties. Through this program,the Company discovered and brought into production the Goldstrike undergroundmine and related mineral deposits on the Goldstrike property and addedadditional resources at several of its operations.

 

Barrick’s exploration is focused on prospective landpositions and Barrick prioritizes exploration targets to optimize theinvestment in exploration programs. Barrick’s exploration program continues tofocus both on areas around our existing mines and early stage explorationactivities in the United States, Canada, Peru, Tanzania, Australia, Argentina,Chile, Papua New Guinea, Russia, Pakistan and South Africa. In 2009, theexploration focus is on near mine resource additions and reserve conversion andtargets that have a potential to make near term contributions to Barrick’searnings and cash flow.  For 

 

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additional information regarding Barrick’sexploration programs, see “Exploration, Development and Business Development”.

 

Through a combination of acquisitions and itsexploration program, Barrick has several projects at varying stages ofdevelopment.  The successful developmentof Barrick’s projects is expected to have a significant impact on Barrick’sfuture operations.  Barrick expects to have a new mine entering productionin each of the next three years — Buzwagi in 2009, Cortez Hills in 2010 andPueblo Viejo in 2011.  All three projectsare currently on schedule and in line with their respective pre-productioncapital budgets.** **Barrick expectsits 2009 project development expenses to increase from 2008, primarily as aresult of its commitment to complete the feasibility studies for its Reko Diq,Cerro Casale, Donlin Creek and Kabanga projects, as well as development costsassociated with the extension of the mine life at Golden Sunlight.** **Barrick expects 2009capital expenditures to increase from 2008 mainly due to higher expenditures atthe Pueblo Viejo, Cortez Hills and Pascua-Lama projects, partly offset by thecompletion of the Buzwagi project.  Atthe Pueblo Viejo and Cortez Hills Projects, construction activities areexpected to accelerate significantly in 2009. For 2009, subject to permitting and other matters, the timing of whichare not in Barrick’s control, Barrick expects to spend approximately $1.3 to$1.5 billion on capital expenditures for its projects. For additionalinformation regarding Barrick’s projects, see “Exploration, Development andBusiness Development”.

 

Total revenues in 2008 were $7.9 billion, anincrease of $1.6 billion, or 25%, compared to 2007, primarily due to higherrealized gold and copper prices, which were partially offset by a decrease insales volumes.  Realized gold prices of$870 per ounce in 2008 were 41% higher than in 2007, principally due to highermarket gold prices.  Realized gold pricesin 2007 reflected a reduction of $636 million (2006: $367 million), or $76 perounce (2006: $44 per ounce), due to the voluntary delivery of 2.5 millionounces (2006: 1.2 million ounces) into Barrick’s gold forward sales contractsat average prices below the prevailing spot price.  In 2008, net income decreased by $334million, or 30%, to a total of $785 million. This decrease relates primarily to impairment charges related to goodwilland long-lived assets of $749 million and investments of $205 million.  The goodwill and long-lived asset impairmentswere mainly due to: higher discount factors and lower valuation multiplesreflecting present equity market conditions; lower copper price assumptions,which resulted in a significant reduction in assumed production levels andremaining economic life at the Osborne copper mine; a significant decline inthe oil price since the acquisition date of Barrick Energy; and the expectedclosure of the Henty mine on exhausting reserves in 2009.

 

In 2007, Barrick produced 8.06 million ounces ofgold and 402 million pounds of copper. Prior to 2006, Barrick did not produce a significant amount ofcopper.  In 2008, Barrick’s productionwas 7.66 million ounces of gold and 370 million pounds of copper, with totalcash costs of $443 per ounce and $1.19 per pound and cost of sales of $3.43billion and $436 million, respectively (for an explanation of total cash costsper ounce/pound, refer to “Non-GAAP Financial Measures — Total Cash Costs”).  Lower production in Africa, Australia andNorth America, partially offset by higher production in South America,contributed to the decrease in 2008 gold production from 2007.  Gold production in 2008 was 403 thousandounces or 5% lower than in 2007. (see also “Narrative Description of the Business— Production”).

 

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The following table summarizes Barrick’s interest inits producing mines and its share of gold production from these mines:

 

| **Gold Mines**                             | ** ** | **Ownership(1)** | ** ** | **2008**                        | ** ** | **2007**                        | ** ** |
|-------------------------------------------------|------------|------------------|------------|---------------------------------|------------|---------------------------------|------------|
| ** **                                      | ** ** | ** **       | ** ** | **(thousands  of ounces)** | ** ** | **(thousands  of ounces)** | ** ** |
| ** **                                      |       |             |       |                            |       |                            |       |
| **North  America**                              |       |             |       |                            |       |                            |       |
| Goldstrike  Property, Nevada                    |       | 100              | %          | 1,706                           |       | 1,629                           |       |
| Eskay Creek  Mine, British Columbia *(7)*       |       | 100              | %          | 13                              |       | 68                              |       |
| Round  Mountain Mine, Nevada *(2)*              |       | 50               | %          | 234                             |       | 289                             |       |
| Hemlo  Property, Ontario *(2),(9)*              |       | 50               | %          | 130                             |       | 169                             |       |
| Marigold  Mine, Nevada *(2)*                    |       | 33               | %          | 48                              |       | 47                              |       |
| Bald  Mountain Mine, Nevada                     |       | 100              | %          | 105                             |       | 123                             |       |
| Cortez Mine,  Nevada *(2), (6)*                 |       | 100              | %          | 428                             |       | 323                             |       |
| Turquoise  Ridge Mine, Nevada *(2)*             |       | 75               | %          | 124                             |       | 184                             |       |
| Golden  Sunlight Mine, Montana                  |       | 100              | %          | 120                             |       | 198                             |       |
| Ruby Hill  Mine, Nevada *(3)*                   |       | 100              | %          | 98                              |       | 154                             |       |
| Storm Mine,  Nevada *(2), (4)*                  |       | 60               | %          | 22                              |       | 17                              |       |
|                                            |       |             |       | 3,028                           |       | 3,201                           |       |
| **South  America**                              |       |             |       |                            |       |                            |       |
| Veladero  Mine, Argentina                       |       | 100              | %          | 536                             |       | 473                             |       |
| Pierina  Mine, Peru                             |       | 100              | %          | 400                             |       | 520                             |       |
| Lagunas  Norte Mine, Peru                       |       | 100              | %          | 1,175                           |       | 1,086                           |       |
|                                            |       |             |       | 2,111                           |       | 2,079                           |       |
| **Australia  Pacific**                          |       |             |       |                            |       |                            |       |
| Plutonic  Mine, Western Australia               |       | 100              | %          | 127                             |       | 208                             |       |
| Yilgarn  South , Western  Australia *(8)*       |       | 100              | %          | 325                             |       | 410                             |       |
| Kalgoorlie  Mine, Western Australia *(2)*       |       | 50               | %          | 303                             |       | 304                             |       |
| Kanowna  Mine, Western Australia                |       | 100              | %          | 267                             |       | 362                             |       |
| Osborne  Mine, Queensland, Australia            |       | 100              | %          | 33                              |       | 42                              |       |
| Henty Mine,  Tasmania                           |       | 100              | %          | 61                              |       | 70                              |       |
| Cowal Mine,  Central New South Wales, Australia |       | 100              | %          | 191                             |       | 240                             |       |
| Porgera  Mine, Papua New Guinea *(2),(5)*       |       | 95               | %          | 627                             |       | 487                             |       |
|                                            |       |             |       | 1,942                           |       | 2,123                           |       |
| **Africa**                                      |       |             |       |                            |       |                            |       |
| Bulyanhulu  Mine, Tanzania                      |       | 100              | %          | 200                             |       | 243                             |       |
| Tulawaka  Mine, Tanzania*(2)*                   |       | 70               | %          | 148                             |       | 125                             |       |
| North Mara  Mine, Tanzania                      |       | 100              | %          | 197                             |       | 237                             |       |
|                                            |       |             |       | 545                             |       | 605                             |       |
| Other                                           |       |             |       | 31                              |       | 52                              |       |
| **Company  Total**                              |       |             |       | 7,657                           |       | 8,060                           |       |

 

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*(1)**                     **Barrick’s interest issubject to royalty obligations at certain mines.*

*(2)**                     **Barrick’s proportionalshare.*

*(3)**                     **The Ruby Hill minecommenced production in February 2007.*

*(4)**                     **The Storm mine commencedproduction in April 2007.*

*(5)**                     **Barrick increased itsinterest in the Porgera mine from 75% to 95% in August 2007.*

*(6)**                     **Barrick increased itsinterest in the Cortez mine from 60% to 100% in March 2008.*

*(7)**                     **In the first quarter of2008, the Eskay Creek mine ceased production.*

*(8)**                     **Effective in the firstquarter of 2008, the Darlot, Lawlers and Granny Smith mines have beenconsolidated under Yilgarn South for reporting purposes.*

*(9)**                     **In January 2009,Barrick entered into an agreement with Teck Cominco Limited to acquire the remaining50% of the Hemlo mine.*

 

The following table summarizes Barrick’s interest inits principal producing copper mines and its share of copper production fromthese mines:

* *

| **Copper Mines**                | ** ** | **Ownership** | ** ** | **2008**                       | ** ** | **2007**                       | ** ** |
|--------------------------------------|------------|---------------|------------|--------------------------------|------------|--------------------------------|------------|
| ** **                           | ** ** | ** **    | ** ** | **(millions of  pounds)** | ** ** | **(millions of  pounds)** | ** ** |
| Zaldívar  Mine, Chile           |       | 100           | %          | 295                            |       | 315                            |       |
| Osborne  Mine, Queensland, Australia |       | 100           | %          | 75                             |       | 87                             |       |
| **Company  Total**                   |       |          |       | 370                            |       | 402                            |       |

 

See Note 4 “Segment Information” to the Consolidated FinancialStatements and the MD&A for further information on the Company’s operatingand geographic segments.

 

2009 gold production is targetedat approximately 7.2 to 7.6 million ounces at expected average total cash costsof $450 to $475 per ounce and cost of sales is expected to be between $3.2 and$3.6 billion, assuming a market gold price of $850 per ounce. ** **Lower gold production is expected in North America asa result of lower production at Goldstrike, Ruby Hill and Golden Sunlight,which is anticipated to be partly offset by increased production in Africa asproduction at Buzwagi is expected to begin in the second quarter of 2009.  Production in South America and Australia isexpected to be similar to 2008 levels. Gold cost of sales and total cash costs in 2009 areforecast to be higher than 2008 primarily due to lower production levels as aresult of a decrease in gold recovery rates; an increase in waste tons mined; 

 

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and lower silver and copper by-productcredits as a result of decreases in realized prices and the closure of EskayCreek in the first quarter of 2008. Beyond 2009, gold production for 2010 is expected to increase toapproximately 7.7 to 8.1 million ounces with the expected production startup ofCortez Hills, at lower cash costs.  2009copper production is targeted at approximately 375 to 400 million pounds atexpected total cash costs of approximately $1.25 to $1.35 per pound and cost ofsales is expected to be between $470 and $540 million.  Coppercash costs and cost of sales are expected to be higher than 2008 dueprincipally to higher electricity costs. Gold total cash costs guidance for 2009 include currency/fuel hedgeopportunity losses totaling approximately $30 per ounce based on a spot oilprice assumption of $50 per barrel (WTI) and a U.S. dollar to Australian dollarexchange rate assumption of $0.70.

 

At December 31, 2008, proven and probable goldmineral reserves for Barrick were 138.5 million ounces with measured andindicated gold mineral resources of 65.0 million ounces of gold and inferredgold mineral resources of 34.8 million ounces. Barrick also had proven andprobable copper mineral reserves of 6.4 billion pounds, with measured andindicated copper mineral resources of 12.5 billion pounds and inferred coppermineral resources of 9.9 billion pounds. For a breakdown of Barrick’s reservesand resources by category, see “Narrative Description of the Business — MineralReserves and Mineral Resources”.

 

**Transactions**

** **

*Acquisitionof Arizona Star Resource Corp.*

 

In December 2007, Barrick acquired approximately a 94% interest inArizona Star for cash considerationof approximately $730 million.  In March 2008,Barrick acquired the remaining shares of Arizona Star by way of a compulsoryacquisition.  Arizona Star owns a 51%interest in the Cerro Casale deposit in the Maricunga district of Region III inChile.  Kinross Gold Corporation (“Kinross”)owns the remaining 49% of the Cerro Casale deposit.

 

*Acquisitionof Additional 40% Interest in Cortez Property*

 

In March 2008, Barrickacquired an additional 40% interest in the Cortez property from KennecottExplorations (Australia) Ltd., a subsidiary of Rio Tinto plc (“Rio Tinto”), forconsideration of $1.695 billion in cash, with a further $50 million payable ifand when an additional 12 million ounces of contained gold resources are addedto Barrick’s December 31, 2007 reserve statement for Cortez, and a slidingscale royalty payable to Rio Tinto on 40% of all Cortez production in excess of15 million ounces on and after January 1, 2008.  This acquisition consolidates 100% ownershipfor Barrick of the existing Cortez mine and the Cortez Hills developmentproject plus any future potential from the property.

 

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**NARRATIVE DESCRIPTION OF THE BUSINESS**

** **

Barrick is engaged inthe production and sale of gold, as well as related activities such asexploration and mine development. Barrick also produces significant amounts of copper, principally fromthe Zaldívar mine, and holds interests in a platinum group metals developmentproject and a nickel development project, both located in Africa, a platinumgroup metals project located in Russia, a copper-gold project in Pakistan andoil and gas properties located in Canada.  Unless otherwise specified, the description of Barrick’s business,including products, principal markets, distribution methods, employees andlabor relations contained in this Annual Information Form, applies to each ofits regional business units (“RBU”) (as described below) and Barrick as awhole.  For an explanation of total cashcosts per ounce/pound, refer to “Non-GAAP Financial Measures — Total Cash Costs”.

 

**CapitalProjects Group**

** **

In 2007, reflecting the importance of its projects,Barrick expanded the capacity of the group responsible for the development andconstruction of projects through the addition of experienced staff with thenecessary specialized skill set associated with project management.  In 2008, Barrick formed a dedicated CapitalProjects group that is distinct from the RBUs to focus on managing largeprojects and building new mines.  Thisspecialized group manages all project activities up to and including thecommissioning of new mines, at which point responsibility for mine operationsrests with the RBUs.  Efforts willcontinue in 2009 to enhance Barrick’s capacity to deliver on its significantprojects in the coming years (for additional information regarding Barrick’sprojects, see “Exploration, Development and Business Development”).

 

**RegionalBusiness Units**

** **

Barrick has fourRBUs: North America, Australia Pacific, Africa and South America.  This structure reflects how Barrick managesits business and how it classifies its operations for planning and measuringperformance. Set out below is a brief description of the mines and projects ofeach RBU.  Each region receives directionfrom Barrick’s corporate office, but has responsibility for certain aspects ofits business, such as strategy and sustainability of mining operations, includingexploration, production and closure.  For detailsregarding 2008 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 theConsolidated Financial Statements and the MD&A for further financial andother information on the Company’s operating and geographic segments.

 

# ***North America***

# *** ***

Barrick’s North American operations consist of itsGoldstrike property (a material property for the purposes of this AnnualInformation Form, see “Material Properties — Goldstrike Property”), its Cortezproperty (consisting of the Cortez mine and Cortez Hills project, and also a materialproperty for purposes of this Annual Information Form, see “Material Properties— Cortez Mine”), its 50% interest in the Round Mountain mine, its Ruby Hillmine, its Eskay Creek mine (which ceased production in the first quarter of2008), its 50% interest in the Hemlo property, its 33% interest in the Marigoldmine, its Bald Mountain mine, its Golden Sunlight mine and its 75% interest inthe Turquoise Ridge mine. Barrick’s North American projects are its 

 

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50% interest in the DonlinCreek project and its 60% interest in the Pueblo Viejo project (see “Exploration,Development and Business Development”). In March 2008, Barrick acquired the remaining 40% of the Cortezproperty (including the Cortez Hills project) (see “General Information —Transactions — Acquisition ofAdditional 40% Interest in Cortez Property”).  In January 2009, Barrick entered into anagreement with Teck Cominco Limited to acquire the remaining 50% of the Hemlomine with effect from January 1, 2009. In 2008, the region produced approximately 3 million ounces of gold attotal cash costs of $493 per ounce and cost of sales at $1.5 billion, comparedto approximately 3.2 million ounces of gold at total cash costs of $363 perounce and cost of sales at approximately $1.2 billion produced in the region in2007.  In 2009, the region is expected toproduce 2.55 to 2.7 million ounces of gold. Cost of sales applicable to gold isexpected to be in the range of $1.3 to $1.5 billion, or $520 to $550 per ounceon a total cash costs basis.  Productionis expected to be lower than 2008 primarily due to lower processed grade andrecovery rates of alkaline ore at Goldstrike and at Golden Sunlight, where themine will no longer be in production and will be entering into a 3-year wastestripping phase, and due to lower grades at Round Mountain, which isanticipated to be partially offset by higher production expected atCortez.  Total cash costs per ounce areexpected to be higher in 2009 mainly due to the impact of lower productionlevels.

 

# ***Australia Pacific***

# *** ***

Barrick’s Australia Pacific operations consist ofits 95% interest in the Porgera mine in Papua New Guinea (a material propertyfor purposes of this Annual Information Form, see “Material Properties —Porgera Mine”), its Cowal mine, its 50% interest in the Kalgoorlie mine, itsoperating mines located in the Yilgarn District in Western Australia (Plutonic,Darlot and Lawlers), its Granny Smith mine, its Henty mine (expected to closeon exhausting reserves in 2009), its Kanowna mine and its Osborne mine, as wellas its Kainantu property in Papua New Guinea. In 2008, the region produced approximately 1.9 million ounces of gold attotal cash costs of $550 per ounce and cost of sales of $1.05 billion comparedto approximately 2.1 million ounces of gold at total cash costs of $447 perounce and cost of sales of $934 million produced in the region in 2007.  In2009, the region is expected to produce 1.85 to 2.0 million ounces ofgold.  Cost of sales applicable to goldis expected to be in the range of $1.1 to $1.2 billion, or $580 to $610 perounce on a total cash costs basis.  Totalcash costs per ounce are expected to be higher in 2009 than 2008 due toincreased costs related to a fleet expansion at Kalgoorlie resulting in higherdiesel consumption and maintenance, labor rate increases and higher royaltycosts.

 

# ***Africa***

# *** ***

Barrick’s African operations are its Bulyanhulumine, its 70% interest in the Tulawaka mine and its North Mara mine, each inTanzania.  Barrick’s African projects areits Buzwagi project and its 50% interest in the Kabanga project, located inTanzania, and its Sedibelo project, located in South Africa (see “Exploration,Development and Business Development”).  The Buzwagi project was approved for construction on August 1,2007, and is expected to begin production in the second quarter of 2009 (see “Exploration,Development and Business Development”). The region produced approximately 545,000 ounces of gold in 2008 attotal cash costs of $560 per ounce and cost of sales of $327 million.  In 2007, the region produced approximately665,000 ounces of gold at total cash costs of $405 per ounce and cost of salesof $293 million.  In 2009, the region isexpected to produce 0.71 to 0.8 million ounces of gold.  Cost of sales applicable to gold is expectedto be in the range of $315 to $395 million, or $445 to $495 per ounce on atotal cash costs basis.  Production isexpected to be higher than 2008 primarily due to the commencement of miningoperations at Buzwagi and higher production expected at Bulyanhulu 

 

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dueto ongoing training designed to increase mining productivity, which isanticipated to be partially offset by lower production expected at Tulawaka dueto the cessation of open pit operations in the third quarter of 2008. Totalcash costs per ounce are expected to be lower in 2009 than in 2008, reflectingthe increase in production levels and inclusion of lower cost Buzwagiproduction.

 

# ***South America***

# *** ***

The South American RBU’s Lagunas Norte mine in Peru,Veladero mine in Argentina, and Zaldívar copper mine in Chile are each materialproperties for the purposes of this Annual Information Form (see “MaterialProperties — Lagunas Norte, — Veladero, and — Zaldívar”). Its other operationconsists of its Pierina mine in Peru. Barrick’s South American projects consistof its Pascua-Lama project in Chile and Argentina and its 51% interest in theCerro Casale project in Chile (see “Exploration, Development and BusinessDevelopment”).   In 2008, the regionproduced approximately 2.1 million ounces of gold, at total cash costs of $251per ounce and cost of sales at $531 million, and 295 million pounds of copper,at total cash costs of $1.08 per pound and cost of sales at $315 million.  In 2007, the region produced approximately2.08 million ounces of gold at total cash costs of $193 per ounce and cost ofsales at $400 million, and 315 million pounds of copper at total cash costs of$0.69 per pound and cost of sales at $231 million.  In 2009, the South American RBU is expectedto produce 1.95 to 2.06 million ounces of gold. Cost of sales applicable to gold is expected to be in the range of $550to $640 million, or $285 to $310 per ounce on a total cash costs basis.  Production of gold is expected to be slightlylower than 2008, as higher production at Veladero is expected to be offset bylower production at Pierina.  Total cashcosts per ounce are expected to be higher in 2009 than in 2008 as a result ofthis production mix.  In 2009, productionof copper is expected to increase to a range of 305 to 320 million pounds dueto higher expected recovery rates reflecting the resolution of sulfuric acidsupply constraints. Cost of sales applicable to copper and total cash costs per pound in 2008 were impacted by the increasedcost of fuel and acid, along with inflationary pressures on labor andconsumables, and higher electricity prices resulting from the transition to anew higher-cost power contract in mid-2008. In 2009, cost of sales applicable to copper is expected to be in therange of $350 to $400 million, and total cash costs are expected to be in therange of $1.15 to $1.25 per pound.

 

**Production**

** **

For the year-ended December 31, 2008, Barrickproduced 7.66 million ounces of gold at average total cash costs of $443 perounce and cost of sales attributed to gold of $3.43 billion and produced 370million pounds of copper at average total cash costs of $1.19 per pound andcost of sales attributed to copper of $436 million. Barrick’s 2009 goldproduction is targeted at approximately 7.2 to 7.6 million ounces at expectedaverage total cash costs of $450 to $475 per ounce and cost of sales in therange of $3.2 to $3.6 billion, assuming a market gold price of $850 per ounce.  Lowergold production is expected in North America as a result of lower production atGoldstrike, Ruby Hill and Golden Sunlight, which is anticipated to be partlyoffset by increased production in Africa as production at Buzwagi is expectedto begin in the second quarter of 2009. Production in South America and Australia in 2009 is expected to besimilar to 2008 levels.  Gold total cash costs in 2009 areforecast to be higher than 2008 primarily due to lower production levels as aresult of a decrease in gold recovery rates; an increase in waste tons mined;and lower silver and copper by-product credits, as a result of decreases inrealized prices and the closure of Eskay Creek in the first quarter of2008.  These cost increases are expectedto 

 

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be partially offset by lowerroyalties and production taxes and lower energy costs.  Beyond 2009, gold production for 2010 isexpected to increase to approximately 7.7 to 8.1 million ounces with theexpected production startup of Cortez Hills, at lower cash costs. 2009 copperproduction is targeted at approximately 375 to 400 million pounds at expectedtotal cash costs of approximately $1.25 to $1.35 per pound.  Cost of sales applicable to copper isexpected to be in the range of $470 to $540 million.  Coppercash costs are expected to be higher due principally to higher electricitycosts.  See “Forward-LookingInformation”.

 

**MineralReserves and Mineral Resources**

** **

At December 31, 2008, Barrick’s total provenand probable gold mineral reserves were 138.5 million ounces. In aggregate,Barrick increased its total reserves from year-end 2007 by approximately 13.9million ounces.  This increase in goldreserves is a combination of Barrick acquiring approximately 5.6 millioncontained ounces of gold reserves in connection with its acquisition of theremaining 40% interest in its Cortez property in March 2008 and addingapproximately 17.3 million contained ounces of gold reserves (primarilyattributable to additional reserves at Cortez, Pueblo Viejo and the CerroCasale project (acquired in 2007), partially offset by production of 7.66million ounces of gold (approximately 9 million contained ounces) (see “ —Reconciliation of Mineral Reserves”).  AtDecember 31, 2008, Barrick’s total proven and probable copper mineralreserves were 6.4 billion pounds. During 2008, Barrick produced 370 millionpounds of copper (484 million contained pounds) as compared to approximately4.02 million pounds of copper at December 31, 2007 (501 million containedpounds)**.**

 

Except as noted below, 2008 reserves have beencalculated using an assumed gold price of $725 (A$850) per ounce, an assumed silver price of $13.50 per ounce, an assumed copper price of $2.00 per pound and exchange rates of $1.10 C$/U.S.$ and $0.85 U.S.$/A$.Reserve calculations incorporate current and/or expected mine plans andcost levels at each property.

 

Unless otherwise noted, Barrick’s reserves andresources have been calculated as at December 31, 2008 in accordance withdefinitions adopted by the Canadian Institute of Mining, Metallurgy andPetroleum and incorporated into National Instrument 43-101 (see “Definitions”below).  Varying cut-off grades have beenused depending on the mine, methods of extraction and type of ore contained inthe reserves. Mineral resource metal grades and material densities have beenestimated using industry-standard methods appropriate for each mineral projectwith support of various commercially available mining software packages. For thecut-off grades used in the calculation of reserves, see “ — Notes to theMineral Reserves, Resources and Reconciliation Tables”. Barrick’s normal dataverification procedures have been employed in connection with the calculations.Sampling, analytical and test data underlying the stated mineral resources andreserves have been verified by employees of Barrick, its joint partners or itsjoint venture operating companies, as applicable, under the supervision ofQualified Persons, and/or independent Qualified Persons (see “Scientific andTechnical Information”). Verification procedures include industry-standardquality control practices. For details of data verification and quality controlpractices at each material property, see “Material Properties”.

 

Barrick reports its reserves in accordance withNational Instrument 43-101, as required by Canadian securities regulatoryauthorities and, for United States reporting purposes, Industry Guide 7 underthe U.S. *Securities Exchange Act of 1934*, which(as interpreted by the Staff of the SEC) applies different standards in orderto classify mineralization as a reserve (see Note 7 of the “ — Notes to theMineral Reserves, Resources and Reconciliation Tables”).  ForU.S. reporting 

 

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purposes,as at December 31, 2008, the mineralization at Cerro Casale was classifiedas mineralized material and approximately 600,000 ounces of reserves at PuebloViejo (Barrick’s 60% interest) were classified as mineralized material.  In addition, while the terms “measured”, “indicated”and “inferred” mineral resources are required pursuant to National Instrument43-101, the SEC does not recognize such terms. Canadian standards differsignificantly from the requirements of the SEC, and mineral resourceinformation contained herein is not comparable to similar information regardingmineral reserves disclosed in accordance with the requirements of the SEC.Investors should understand that “inferred” mineral resources have a greatamount of uncertainty as to their existence and great uncertainty as to theireconomic and legal feasibility. In addition, investors are cautioned not toassume that any part or all of Barrick’s mineral resources constitute or willbe converted into reserves.  Mineral resourcesthat are not mineral reserves do not have demonstrated economic viability.

 

Although the Company has carefully prepared andverified the mineral reserve figures presented below and elsewhere in thisAnnual Information Form, such figures are estimates, which are, in part, basedon forward-looking information and certain assumptions, and no assurance can begiven that the indicated level of mineral will be produced. Estimated reservesmay have to be recalculated based on actual production experience. Market pricefluctuations of gold, copper and silver, as well as increased production costsor reduced recovery rates and other factors, may render the present proven andprobable reserves unprofitable to develop at a particular site or sites. See “RiskFactors” and “Forward-Looking Information” for additional details concerningfactors and risks that could cause actual results to differ from those set outbelow.

 

***Definitions***

*** ***

A ***mineral resource***is a concentration or occurrence of diamonds, natural solid inorganic material,or natural solid fossilized organic material including base and preciousmetals, coal, and industrial minerals in or on the Earth’s crust in such formand quantity and of such a grade or quality that it has reasonable prospectsfor economic extraction. The location, quantity, grade, geologicalcharacteristics and continuity of a mineral resource are known, estimated orinterpreted from specific geological evidence and knowledge. Mineral resourcesare 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 canbe estimated on the basis of geological evidence and limited sampling and reasonablyassumed, but not verified, geological and grade continuity. The estimate isbased on limited information and sampling gathered through appropriatetechniques from locations such as outcrops, trenches, pits, workings and drillholes.

 

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 ofconfidence sufficient to allow the appropriate application of technical andeconomic parameters, to support mine planning and evaluation of the economicviability of the deposit. The estimate is based on detailed and reliableexploration and testing information gathered through appropriate techniquesfrom locations such as outcrops, trenches, pits, workings and drill holes thatare spaced closely enough for geological and grade continuity to be reasonablyassumed.

 

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 theycan be 

 

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estimated with confidencesufficient to allow the appropriate application of technical and economicparameters, to support production planning and evaluation of the economicviability of the deposit. The estimate is based on detailed and reliableexploration, sampling and testing information gathered through appropriatetechniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough to confirm both geological and gradecontinuity.

 

A ***mineral reserve***is the economically mineable part of a measured or indicated mineral resourcedemonstrated by at least a preliminary feasibility study. This study mustinclude adequate information on mining, processing, metallurgical, economic andother relevant factors that demonstrate, at the time of reporting, thateconomic extraction can be justified. A mineral reserve includes dilutingmaterials and allowances for losses that may occur when the material is mined.Mineral reserves are sub-divided in order of increasing confidence intoprobable mineral reserves and proven mineral reserves.

 

A ***probable mineral reserve***is the economically mineable part of an indicated and, in some circumstances, ameasured mineral resource demonstrated by at least a preliminary feasibilitystudy. This study must include adequate information on mining, processing,metallurgical, economic and other relevant factors that demonstrate, at thetime of reporting, that economic extraction can be justified.

 

A ***proven mineral reserve***is the economically mineable part of a measured mineral resource demonstratedby at least a preliminary feasibility study. This study must include adequateinformation on mining, processing, metallurgical, economic and other relevantfactors that demonstrate, at the time of reporting, that economic extraction isjustified.

 

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GOLD MINERAL RESERVES (1) (3), (4), (7), (10), (11)

 
| **As at December 31, 2008** | ** ** | **PROVEN**  | ** ** | **PROBABLE**       | ** ** | **TOTAL**                       | ** ** |
|-------------------------------------------------|------------|-------------|------------|--------------------|------------|---------------------------------|------------|
| ** **                                      | ** ** | **Tons**    | ** ** | **Grade (8)** | ** ** | **Contained ozs (9)** | ** ** | **Tons** | ** ** | **Grade (8)** | ** ** | **Contained ozs (9)** | ** ** | **Tons** | ** ** | **Grade  (8)** | ** ** | **Contained ozs (9)** | ** ** |
| **Based on attributable ounces** | ** ** | **(000s)**  | ** ** | **(oz/ton)**       | ** ** | **(000s)**                      | ** ** | **(000s)** | ** ** | **(oz/ton)** | ** ** | **(000s)** | ** ** | **(000s)** | ** ** | **(oz/ton)** | ** ** | **(000s)** | ** ** |
| **NORTH  AMERICA**                              |       |        |       |               |       |                            |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Goldstrike Open  Pit                            |       | 56,404      |       | 0.113              |       | 6,397                           |       | 29,850 |   | 0.131 |   | 3,897 |   | 86,254 |   | 0.119 |   | 10,294 |   |
| Goldstrike  Underground                         |       | 2,815       |       | 0.461              |       | 1,299                           |       | 4,108 |   | 0.303 |   | 1,246 |   | 6,923 |   | 0.368 |   | 2,545 |   |
| Goldstrike  Property Total                      |       | 59,219      |       | 0.130              |       | 7,696                           |       | 33,958 |   | 0.151 |   | 5,143 |   | 93,177 |   | 0.138 |   | 12,839 |   |
| Pueblo Viejo  (60%) (7)                         |       | 7,658       |       | 0.103              |       | 787                             |       | 140,288 |   | 0.090 |   | 12,653 |   | 147,946 |   | 0.091 |   | 13,440 |   |
| Cortez (100%) (12)                              |       | 19,379      |       | 0.077              |       | 1,491                           |       | 202,746 |   | 0.059 |   | 11,893 |   | 222,125 |   | 0.060 |   | 13,384 |   |
| Bald Mountain                                   |       | 77,326      |       | 0.019              |       | 1,491                           |       | 80,349 |   | 0.017 |   | 1,355 |   | 157,675 |   | 0.018 |   | 2,846 |   |
| Turquoise Ridge  (75%)                          |       | 5,746       |       | 0.507              |       | 2,914                           |       | 2,215 |   | 0.484 |   | 1,071 |   | 7,961 |   | 0.501 |   | 3,985 |   |
| Round Mountain  (50%)                           |       | 34,305      |       | 0.021              |       | 723                             |       | 58,276 |   | 0.015 |   | 898 |   | 92,581 |   | 0.018 |   | 1,621 |   |
| Ruby Hill                                       |       | 846         |       | 0.056              |       | 47                              |       | 17,998 |   | 0.044 |   | 784 |   | 18,844 |   | 0.044 |   | 831 |   |
| Hemlo (50%) (13)                                |       | 5,993       |       | 0.076              |       | 455                             |       | 1,082 |   | 0.101 |   | 109 |   | 7,075 |   | 0.080 |   | 564 |   |
| Marigold (33%)                                  |       | 9,929       |       | 0.023              |       | 228                             |       | 15,533 |   | 0.018 |   | 283 |   | 25,462 |   | 0.020 |   | 511 |   |
| Golden Sunlight                                 |       | 2,188       |       | 0.077              |       | 168                             |       | 6,477 |   | 0.057 |   | 372 |   | 8,665 |   | 0.062 |   | 540 |   |
| **SOUTH  AMERICA**                              |       |        |       |               |       |                            |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Cerro Casale  (51%)                             |       | 126,562     |       | 0.019              |       | 2,375                           |       | 485,711 |   | 0.017 |   | 8,456 |   | 612,273 |   | 0.018 |   | 10,831 |   |
| Pascua-Lama                                     |       | 42,680      |       | 0.050              |       | 2,132                           |       | 397,546 |   | 0.039 |   | 15,674 |   | 440,226 |   | 0.040 |   | 17,806 |   |
| Veladero                                        |       | 31,720      |       | 0.025              |       | 804                             |       | 459,596 |   | 0.025 |   | 11,429 |   | 491,316 |   | 0.025 |   | 12,233 |   |
| Lagunas Norte                                   |       | 13,515      |       | 0.045              |       | 606                             |       | 217,120 |   | 0.038 |   | 8,343 |   | 230,635 |   | 0.039 |   | 8,949 |   |
| Pierina                                         |       | 10,900      |       | 0.026              |       | 286                             |       | 18,282 |   | 0.022 |   | 397 |   | 29,182 |   | 0.023 |   | 683 |   |
| **AUSTRALIA  PACIFIC**                          |       |        |       |               |       |                            |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Porgera (95%)                                   |       | 48,836      |       | 0.097              |       | 4,758                           |       | 30,139 |   | 0.102 |   | 3,070 |   | 78,975 |   | 0.099 |   | 7,828 |   |
| Kalgoorlie (50%)                                |       | 37,486      |       | 0.049              |       | 1,854                           |       | 40,030 |   | 0.063 |   | 2,506 |   | 77,516 |   | 0.056 |   | 4,360 |   |
| Cowal                                           |       | 9,960       |       | 0.025              |       | 247                             |       | 69,540 |   | 0.037 |   | 2,548 |   | 79,500 |   | 0.035 |   | 2,795 |   |
| Plutonic                                        |       | 298         |       | 0.181              |       | 54                              |       | 5,530 |   | 0.179 |   | 988 |   | 5,828 |   | 0.179 |   | 1,042 |   |
| Kanowna                                         |       | 3,189       |       | 0.217              |       | 692                             |       | 3,105 |   | 0.182 |   | 564 |   | 6,294 |   | 0.200 |   | 1,256 |   |
| Darlot                                          |       | 2,900       |       | 0.118              |       | 341                             |       | 1,494 |   | 0.145 |   | 216 |   | 4,394 |   | 0.127 |   | 557 |   |
| Granny Smith                                    |       | 1,067       |       | 0.105              |       | 112                             |       | 2,553 |   | 0.148 |   | 379 |   | 3,620 |   | 0.136 |   | 491 |   |
| Lawlers                                         |       | 261         |       | 0.084              |       | 22                              |       | 2,223 |   | 0.149 |   | 331 |   | 2,484 |   | 0.142 |   | 353 |   |
| Henty                                           |       | —      |       | —             |       | —                          |       | 402 |   | 0.229 |   | 92 |   | 402 |   | 0.229 |   | 92 |   |
| Osborne                                         |       | 1,282       |       | 0.026              |       | 33                              |       | 892 |   | 0.013 |   | 12 |   | 2,174 |   | 0.021 |   | 45 |   |
| **AFRICA**                                      |       |        |       |               |       |                            |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Bulyanhulu                                      |       | 2,122       |       | 0.313              |       | 664                             |       | 35,606 |   | 0.318 |   | 11,313 |   | 37,728 |   | 0.317 |   | 11,977 |   |
| North Mara                                      |       | 17,944      |       | 0.102              |       | 1,824                           |       | 12,561 |   | 0.096 |   | 1,207 |   | 30,505 |   | 0.099 |   | 3,031 |   |
| Buzwagi                                         |       | 833         |       | 0.047              |       | 39                              |       | 64,255 |   | 0.051 |   | 3,245 |   | 65,088 |   | 0.050 |   | 3,284 |   |
| Tulawaka (70%)                                  |       | 382         |       | 0.079              |       | 30                              |       | 132 |   | 0.379 |   | 50 |   | 514 |   | 0.156 |   | 80 |   |
| **OTHER**                                       |       | —      |       | —             |       | —                          |       | 538 |   | 0.468 |   | 252 |   | 538 |   | 0.468 |   | 252 |   |
| **TOTAL**                                       | ** ** | **574,526** | ** ** | **0.057**          | ** ** | **32,873**                      | ** ** | **2,406,177** | ** ** | **0.044** | ** ** | **105,633** | ** ** | **2,980,703** | ** ** | **0.046** | ** ** | **138,506** | ** ** |

 

COPPER MINERAL RESERVES (1) (3), (4), (7), (11)

 
| ** **                                      | ** ** | **PROVEN**       | ** ** | **PROBABLE**            | ** ** | **TOTAL**                                         | ** ** |
|-------------------------------------------------|------------|------------------|------------|-------------------------|------------|---------------------------------------------------|------------|
| **Based on attributable pounds** | ** ** | **Tons  (000s)** | ** ** | **Grade (8)  (%)** | ** ** | **Contained lbs (9)   (millions)** | ** ** | **Tons   (000s)** | ** ** | **Grade (8)   (%)** | ** ** | **Contained lbs (9)   (millions)** | ** ** | **Tons   (000s)** | ** ** | **Grade (8)   (%)** | ** ** | **Contained lbs (9)   (millions)** | ** ** |
| Zaldivar                                        |       | 241,550          |       | 0.555                   |       | 2,681                                             |       | 351,041 |   | 0.515 |   | 3,613 |   | 592,591 |   | 0.531 |   | 6,294 |   |
| Osborne                                         |       | 1,282            |       | 2.652                   |       | 68                                                |       | 892 |   | 1.682 |   | 30 |   | 2,174 |   | 2.254 |   | 98 |   |
| **TOTAL**                                       | ** ** | **242,832**      | ** ** | **0.566**               | ** ** | **2,749**                                         | ** ** | **351,933** | ** ** | **0.518** | ** ** | **3,643** | ** ** | **594,765** | ** ** | **0.537** | ** ** | **6,392** |   |

 

See “ - Notes to the Mineral Reserves,Resources and Reconciliation Tables”

 

24

----

 

GOLD MINERAL RESOURCES (1),(2), (3), (5)

 
| **As at December 31, 2008**     | ** ** | **MEASURED (M)** | ** ** | **INDICATED (I)**       | ** ** | **(M) + (I)**                 | ** ** | **INFERRED**     | ** ** |
|-----------------------------------------------------|------------|-----------------------|------------|------------------------------|------------|-----------------------------------------|------------|------------------|------------|
| **Based on attributable ****ounces** | ** ** | **Tons  (000s)**      | ** ** | **Grade (8)  (oz/ton)** | ** ** | **Contained ozs (9)  (000s)** | ** ** | **Tons  (000s)** | ** ** | **Grade (8)  (oz/ton)** | ** ** | **Contained ozs (9)  (000s)** | ** ** | **Contained ozs (9)   (000s)** | ** ** | **Tons  (000s)** | ** ** | **Grade (8)  (oz/ton)** | ** ** | **Contained ozs (9)  (000s)** | ** ** |
| **NORTH  AMERICA**                                  |       |                  |       |                         |       |                                    |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Goldstrike Open  Pit                                |       | 11,584                |       | 0.056                        |       | 654                                     |       | 4,167            |       | 0.051 |   | 214 |   | 868 |   | 479 |   | 0.092 |   | 44 |   |
| Goldstrike  Underground                             |       | 1,465                 |       | 0.362                        |       | 531                                     |       | 3,002            |       | 0.304 |   | 913 |   | 1,444 |   | 3,424 |   | 0.393 |   | 1,346 |   |
| Goldstrike  Property Total                          |       | 13,049                |       | 0.091                        |       | 1,185                                   |       | 7,169            |       | 0.157 |   | 1,127 |   | 2,312 |   | 3,903 |   | 0.356 |   | 1,390 |   |
| Pueblo Viejo  (60%) (7)                             |       | 2,613                 |       | 0.054                        |       | 142                                     |       | 74,455           |       | 0.056 |   | 4,188 |   | 4,330 |   | 7,823 |   | 0.059 |   | 461 |   |
| Cortez (100%)  (12)                                 |       | 5,997                 |       | 0.030                        |       | 177                                     |       | 75,091           |       | 0.047 |   | 3,566 |   | 3,743 |   | 29,912 |   | 0.129 |   | 3,848 |   |
| Bald Mountain                                       |       | 28,951                |       | 0.023                        |       | 660                                     |       | 61,423           |       | 0.017 |   | 1,058 |   | 1,718 |   | 71,004 |   | 0.021 |   | 1,525 |   |
| Turquoise Ridge  (75%)                              |       | 1,708                 |       | 0.436                        |       | 745                                     |       | 759              |       | 0.433 |   | 329 |   | 1,074 |   | 3,330 |   | 0.505 |   | 1,683 |   |
| Round Mountain  (50%)                               |       | 7,649                 |       | 0.021                        |       | 163                                     |       | 20,921           |       | 0.017 |   | 366 |   | 529 |   | 6,491 |   | 0.012 | * * | 77 | * * |
| Ruby Hill                                           |       | 415                   |       | 0.048                        |       | 20                                      |       | 11,504           |       | 0.040 |   | 460 |   | 480 |   | 3,495 |   | 0.037 |   | 129 |   |
| Hemlo (50%) (13)                                    |       | 939                   |       | 0.063                        |       | 59                                      |       | 375              |       | 0.120 |   | 45 |   | 104 |   | 1,410 |   | 0.134 |   | 189 |   |
| Marigold (33%)                                      |       | 3,268                 |       | 0.017                        |       | 55                                      |       | 12,405           |       | 0.016 |   | 198 |   | 253 |   | 16,461 |   | 0.014 |   | 229 |   |
| Golden Sunlight                                     |       | 57                    |       | 0.070                        |       | 4                                       |       | 74               |       | 0.054 |   | 4 |   | 8 |   | 1,050 |   | 0.043 |   | 45 |   |
| South Arturo  (60%)                                 |       | —                |       | —                       |       | —                                  |       | 22,114           |       | 0.045 |   | 987 |   | 987 |   | 1,952 |   | 0.013 |   | 26 |   |
| Donlin Creek  (50%)                                 |       | 5,443                 |       | 0.073                        |       | 397                                     |       | 264,053          |       | 0.066 |   | 17,340 |   | 17,737 |   | 38,098 |   | 0.064 |   | 2,428 |   |
| **SOUTH  AMERICA**                                  |       |                  |       |                         |       |                                    |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Cerro Casale  (51%)                                 |       | 15,281                |       | 0.011                        |       | 162                                     |       | 179,441          |       | 0.012 |   | 2,210 |   | 2,372 |   | 129,204 |   | 0.011 |   | 1,476 |   |
| Pascua-Lama                                         |       | 12,505                |       | 0.039                        |       | 487                                     |       | 118,989          |       | 0.035 |   | 4,200 |   | 4,687 |   | 16,423 |   | 0.036 |   | 593 |   |
| Veladero                                            |       | 1,944                 |       | 0.014                        |       | 28                                      |       | 48,247           |       | 0.014 |   | 678 |   | 706 |   | 79,038 |   | 0.009 |   | 683 |   |
| Lagunas Norte                                       |       | 1,557                 |       | 0.024                        |       | 38                                      |       | 54,016           |       | 0.023 |   | 1,240 |   | 1,278 |   | 8,171 |   | 0.043 |   | 353 |   |
| Pierina                                             |       | 2,320                 |       | 0.015                        |       | 34                                      |       | 8,821            |       | 0.014 |   | 122 |   | 156 |   | 134 |   | 0.022 |   | 3 |   |
| **AUSTRALIA  PACIFIC**                              |       |                  |       |                         |       |                                    |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Porgera (95%)                                       |       | 26,960                |       | 0.076                        |       | 2,042                                   |       | 34,065           |       | 0.058 |   | 1,989 |   | 4,031 |   | 17,800 |   | 0.130 |   | 2,306 |   |
| Kalgoorlie (50%)                                    |       | 2,964                 |       | 0.060                        |       | 177                                     |       | 5,647            |       | 0.059 |   | 335 |   | 512 |   | 1,625 |   | 0.135 |   | 220 |   |
| Cowal                                               |       | —                |       | —                       |       | —                                  |       | 31,463           |       | 0.034 |   | 1,072 |   | 1,072 |   | 1,458 |   | 0.030 |   | 44 |   |
| Plutonic                                            |       | 118                   |       | 0.186                        |       | 22                                      |       | 10,919           |       | 0.157 |   | 1,711 |   | 1,733 |   | 4,888 |   | 0.246 |   | 1,204 |   |
| Kanowna                                             |       | 2,781                 |       | 0.157                        |       | 438                                     |       | 2,453            |       | 0.172 |   | 421 |   | 859 |   | 8,122 |   | 0.117 |   | 950 |   |
| Darlot                                              |       | 512                   |       | 0.133                        |       | 68                                      |       | 3,086            |       | 0.124 |   | 383 |   | 451 |   | 137 |   | 0.212 |   | 29 |   |
| Granny Smith                                        |       | 470                   |       | 0.172                        |       | 81                                      |       | 2,044            |       | 0.167 |   | 342 |   | 423 |   | 5,354 |   | 0.237 |   | 1,267 |   |
| Lawlers                                             |       | 53                    |       | 0.113                        |       | 6                                       |       | 6,738            |       | 0.151 |   | 1,017 |   | 1,023 |   | 1,889 |   | 0.136 |   | 256 |   |
| Henty                                               |       | —                |       | —                       |       | —                                  |       | 199              |       | 0.231 |   | 46 |   | 46 |   | 35 |   | 0.200 |   | 7 |   |
| Osborne                                             |       | 1,175                 |       | 0.023                        |       | 27                                      |       | 2,235            |       | 0.028 |   | 62 |   | 89 |   | 3,527 |   | 0.020 |   | 71 |   |
| Reko Diq (37.5%)                                    |       | 639,161               |       | 0.008                        |       | 4,968                                   |       | 485,910          |       | 0.007 |   | 3,519 |   | 8,487 |   | 895,089 |   | 0.009 |   | 8,398 |   |
| **AFRICA**                                          |       |                  |       |                         |       |                                    |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Bulyanhulu                                          |       | —                |       | —                       |       | —                                  |       | 4,936            |       | 0.339 |   | 1,675 |   | 1,675 |   | 12,415 |   | 0.370 |   | 4,592 |   |
| North Mara                                          |       | 9,209                 |       | 0.061                        |       | 563                                     |       | 9,837            |       | 0.064 |   | 628 |   | 1,191 |   | 682 |   | 0.063 |   | 43 |   |
| Buzwagi                                             |       | 1                     |       | —                       |       | —                                  |       | 20,370           |       | 0.043 |   | 886 |   | 886 |   | 983 |   | 0.039 |   | 38 |   |
| Tulawaka (70%)                                      |       | —                |       | —                       |       | —                                  |       | 267              |       | 0.330 |   | 88 |   | 88 |   | 44 |   | 0.364 |   | 16 |   |
| **OTHER**                                           |       | —                |       | —                       |       | —                                  |       | —           |       | — |   | — |   | — |   | 592 |   | 0.294 |   | 174 |   |
| **TOTAL**                                           | ** ** | **787,100**           | ** ** | **0.016**                    | ** ** | **12,748**                              | ** ** | **1,580,026**    | ** ** | **0.033** | ** ** | **52,292** | ** ** | **65,040** | ** ** | **1,372,539** | ** ** | **0.025** | ** ** | **34,753** | ** ** |

 

COPPER MINERAL RESOURCES (1), (2), (3), (5)

 
| **As at December 31, 2008** | ** ** | **MEASURED (M)** | ** ** | **INDICATED (I)**  | ** ** | **(M) + (I)**                     | ** ** | **INFERRED**     |       |
|-------------------------------------------------|------------|-----------------------|------------|-------------------------|------------|---------------------------------------------|------------|------------------|------------|
| **Based on attributable pounds** | ** ** | **Tons  (000s)**      | ** ** | **Grade (8)  (%)** | ** ** | **Contained lbs (9)  (millions)** | ** ** | **Tons  (000s)** | ** ** | **Grade(8)  (%)** | ** ** | **Contained  lbs (9)  (millions)** | ** ** | **Contained lbs (9)  (millions)** | ** ** | **Tons  (000s)** | ** ** | **Grade (8)  (%)** | ** ** | **Contained lbs  (9)  (millions)** |   |
| Zaldivar                                        |       | 27,416                |       | 0.474                   |       | 260                                         |       | 72,249           |       | 0.430 |   | 621 |   | 881 |   | 135,182 |   | 0.470 |   | 1,271 |   |
| Osborne                                         |       | 1,175                 |       | 1.830                   |       | 43                                          |       | 2,235            |       | 1.655 |   | 74 |   | 117 |   | 3,527 |   | 1.375 |   | 97 |   |
| Reko Diq (37.5%)                                |       | 639,161               |       | 0.535                   |       | 6,842                                       |       | 485,910          |       | 0.477 |   | 4,631 |   | 11,473 |   | 895,089 |   | 0.478 |   | 8,549 |   |
| **TOTAL**                                       | ** ** | **667,752**           | ** ** | **0.535**               | ** ** | **7,145**                                   | ** ** | **560,394**      | ** ** | **0.475** | ** ** | **5,326** | ** ** | **12,471** | ** ** | **1,033,798** | ** ** | **0.480** | ** ** | **9,917** |   |

 

See “ - Notes to the Mineral Reserves, Resources andReconciliation Tables.”

 

25

----

 

CONTAINED SILVER WITHIN REPORTED GOLDRESERVES (1) (A)

 
| **For the year ended Dec. 31, 2008** | ** ** | **IN PROVEN GOLD RESERVES** | ** ** | **IN PROBABLE GOLD RESERVES** | ** ** | **TOTAL**                               | ** ** |
|--------------------------------------------------------------------|------------|--------------------------------------------|------------|----------------------------------------------|------------|-----------------------------------------|------------|
| **Based on attributable ounces**                    | ** ** | **Tons  (000s)**                           | ** ** | **Grade (8)  (oz/ton)**                 | ** ** | **Contained ozs (9)  (000s)** | ** ** | **Tons  (000s)** | ** ** | **Grade (8)  (oz/ton)** | ** ** | **Contained ozs (9)  (000s)** | ** ** | **Tons  (000s)** | ** ** | **Grade (8)  (oz/ton)** | ** ** | **Contained ozs (9)  (000s)** | ** ** | **Process  recovery %** | ** ** |
| **North America**                                                  |       |                                       |       |                                         |       |                                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Pueblo Viejo (60%)  (7)                                            |       | 7,658                                      |       | 0.66                                         |       | 5,052                                   |       | 140,288 |   | 0.53 |   | 73,733 |   | 147,946 |   | 0.53 |   | 78,785 |   | 87.1 | % |
| **SOUTH  AMERICA**                                                 |       |                                       |       |                                         |       |                                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cerro Casale  (51%)                                                |       | 126,562                                    |       | 0.06                                         |       | 7,302                                   |       | 485,711 |   | 0.05 |   | 22,810 |   | 612,273 |   | 0.05 |   | 30,112 |   | 46.0 | % |
| Pascua-Lama                                                        |       | 42,680                                     |       | 1.77                                         |       | 75,544                                  |       | 397,546 |   | 1.62 |   | 642,080 |   | 440,226 |   | 1.63 |   | 717,624 |   | 78.5 | % |
| Lagunas Norte                                                      |       | 13,515                                     |       | 0.11                                         |       | 1,527                                   |       | 217,120 |   | 0.11 |   | 22,800 |   | 230,635 |   | 0.11 |   | 24,327 |   | 20.3 | % |
| Veladero                                                           |       | 31,720                                     |       | 0.40                                         |       | 12,561                                  |       | 459,596 |   | 0.46 |   | 213,629 |   | 491,316 |   | 0.46 |   | 226,190 |   | 6.4 | % |
| Pierina                                                            |       | 10,900                                     |       | 0.27                                         |       | 2,924                                   |       | 18,282 |   | 0.20 |   | 3,728 |   | 29,182 |   | 0.23 |   | 6,652 |   | 43.9 | % |
| **AFRICA**                                                         |       |                                       |       |                                         |       |                                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Bulyanhulu                                                         |       | 2,122                                      |       | 0.18                                         |       | 390                                     |       | 35,606 |   | 0.25 |   | 9,073 |   | 37,728 |   | 0.25 |   | 9,463 |   | 65.0 | % |
| **TOTAL**                                                          |       | 235,157                                    |       | 0.45                                         |       | 105,300                                 |       | 1,754,149 |   | 0.56 |   | 987,853 |   | 1,989,306 |   | 0.55 |   | 1,093,153 |   | 61.7 | % |

 

----

(A) Silver is accounted for as a by-product credit against reported orprojected gold production costs.

 

CONTAINED COPPER WITHIN REPORTED GOLD RESERVES (1) (A)

 
| **For the year ended Dec. 31, 2008** | ** ** | **IN PROVEN GOLD RESERVES** | ** ** | **IN PROBABLE GOLD RESERVES** | ** ** | **TOTAL**                                   | ** ** |
|--------------------------------------------------------------------|------------|--------------------------------------------|------------|----------------------------------------------|------------|---------------------------------------------|------------|
| **Based on attributable pounds**                    | ** ** | **Tons  (000s)**                           | ** ** | **Grade (8)  (%)**                      | ** ** | **Contained lbs (9)  (millions)** | ** ** | **Tons  (000s)** | ** ** | **Grade (8)  (%)** | ** ** | **Contained lbs (9)  (millions)** | ** ** | **Tons  (000s)** | ** ** | **Grade (8)  (%)** | ** ** | **Contained lbs (9)  (millions)** | ** ** | **Process  recovery %** | ** ** |
| **North America**                                                  |       |                                       |       |                                         |       |                                        |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Pueblo Viejo  (60%) (7)                                            |       | 7,658                                      |       | 0.119                                        |       | 18.2                                        |       | 140,288 |   | 0.091 |   | 254.8 |   | 147,946 |   | 0.092 |   | 273.0 |   | 79.5 | % |
| **SOUTH  AMERICA**                                                 |       |                                       |       |                                         |       |                                        |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cerro Casale  (51%)                                                |       | 126,562                                    |       | 0.192                                        |       | 486.2                                       |       | 485,711 |   | 0.229 |   | 2,221.0 |   | 612,273 |   | 0.221 |   | 2,707.2 |   | 82.8 | % |
| Pascua-Lama                                                        |       | 42,680                                     |       | 0.093                                        |       | 79.6                                        |       | 397,546 |   | 0.072 |   | 569.9 |   | 440,226 |   | 0.074 |   | 649.5 |   | 57.6 | % |
| **AFRICA**                                                         |       |                                       |       |                                         |       |                                        |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Buzwagi                                                            |       | 833                                        |       | 0.006                                        |       | 0.1                                         |       | 64,255 |   | 0.137 |   | 176.5 |   | 65,088 |   | 0.136 |   | 176.6 |   | 76.4 | % |
| Bulyanhulu                                                         |       | 2,122                                      |       | 0.339                                        |       | 14.4                                        |       | 35,606 |   | 0.604 |   | 429.9 |   | 37,728 |   | 0.589 |   | 444.3 |   | 84.9 | % |
| **TOTAL**                                                          |       | 179,855                                    |       | 0.166                                        |       | 598.5                                       |       | 1,123,406 |   | 0.163 |   | 3,652.1 |   | 1,303,261 |   | 0.163 |   | 4,250.6 |   | 72.4 | % |

 

----

(A)  Copperis accounted for as a by-product credit against reported or projected goldproduction costs.

 

See “ - Notes to the Mineral Reserves,Resources and Reconciliation Tables”

 

26

----

 

CONTAINED SILVER WITHIN REPORTED GOLD RESOURCES (1)

 
| **For the year ended Dec. 31, 2008** | ** ** | **MEASURED (M)** | ** ** | **INDICATED (I)** | ** ** | **(M) + (I)**   | ** ** | **INFERRED**     | ** ** |
|--------------------------------------------------------------------|------------|-----------------------|------------|------------------------|------------|---------------------------|------------|------------------|------------|
| ** **                                                         | ** ** | **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  AMERICA**                                                 |       |                  |       |                   |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Pueblo Viejo (60%)  (7)                                            |       | 2,613                 |       | 0.37                   |       | 969                       |       | 74,455           |       | 0.33 |   | 24,591 |   | 25,560 |   | 7,823 |   | 0.63 |   | 4,932 |   |
| **SOUTH  AMERICA**                                                 |       |                  |       |                   |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Cerro Casale  (51%)                                                |       | 15,281                |       | 0.04                   |       | 569                       |       | 179,441          |       | 0.03 |   | 6,061 |   | 6,630 |   | 129,204 |   | 0.03 |   | 3,825 |   |
| Pascua-Lama                                                        |       | 12,505                |       | 0.69                   |       | 8,625                     |       | 118,989          |       | 0.66 |   | 79,064 |   | 87,689 |   | 16,423 |   | 0.69 |   | 11,397 |   |
| Lagunas Norte                                                      |       | 1,557                 |       | 0.12                   |       | 191                       |       | 54,016           |       | 0.09 |   | 4,813 |   | 5,004 |   | 8,171 |   | 0.08 |   | 673 |   |
| Veladero                                                           |       | 1,944                 |       | 0.39                   |       | 763                       |       | 48,247           |       | 0.35 |   | 17,017 |   | 17,780 |   | 79,038 |   | 0.33 |   | 25,731 |   |
| Pierina                                                            |       | 2,320                 |       | 0.35                   |       | 802                       |       | 8,821            |       | 0.33 |   | 2,912 |   | 3,714 |   | 134 |   | 0.11 |   | 15 |   |
| **AFRICA**                                                         |       |                  |       |                   |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Bulyanhulu                                                         |       | —                |       | —                 |       | —                    |       | 4,936            |       | 0.32 |   | 1,600 |   | 1,600 |   | 12,415 |   | 0.29 |   | 3,644 |   |
| **TOTAL**                                                          |       | 36,220                |       | 0.33                   |       | 11,919                    |       | 488,905          |       | 0.28 |   | 136,058 |   | 147,977 |   | 253,208 |   | 0.20 |   | 50,217 |   |

 

CONTAINED COPPER WITHIN REPORTED GOLD RESOURCES (1)

 
| **For the year ended Dec. 31, 2008** | ** ** | **IN MEASURED  (M) GOLD RESOURCES** | ** ** | **IN INDICATED  (I) GOLD RESOURCES** | ** ** | **(M) + (I)**   | ** ** | **INFERRED**     | ** ** |
|--------------------------------------------------------------------|------------|----------------------------------------------------|------------|-----------------------------------------------------|------------|---------------------------|------------|------------------|------------|
| ** **                                                         | ** ** | **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  AMERICA**                                                 |       |                                               |       |                                                |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Pueblo Viejo  (60%) (7)                                            |       | 2,613                                              |       | 0.086                                               |       | 4.5                       |       | 74,455           |       | 0.072 |   | 107.9 |   | 112.4 |   | 7,823 |   | 0.040 |   | 6.2 |   |
| **SOUTH  AMERICA**                                                 |       |                                               |       |                                                |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Cerro Casale (51%)                                                 |       | 15,281                                             |       | 0.159                                               |       | 48.6                      |       | 179,441          |       | 0.194 |   | 697.1 |   | 745.7 |   | 129,204 |   | 0.194 |   | 500.5 |   |
| Pascua-Lama                                                        |       | 12,505                                             |       | 0.080                                               |       | 20.1                      |       | 118,989          |       | 0 068 |   | 160.9 |   | 181.0 |   | 16,423 |   | 0.030 |   | 10.0 |   |
| **AFRICA**                                                         |       |                                               |       |                                                |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Buzwagi                                                            |       | 1                                                  |       | 0.001                                               |       | 0.0                       |       | 20,370           |       | 0.145 |   | 59.2 |   | 59.2 |   | 237 |   | 0.148 |   | 0.7 |   |
| **TOTAL**                                                          |       | 30,400                                             |       | 0.120                                               |       | 73.2                      |       | 393,255          |       | 0.130 |   | 1,025.1 |   | 1,098.3 |   | 153,687 |   | 0.168 |   | 517.4 |   |

 

NICKEL MINERAL RESOURCES (1), (2)

 
| **For the year ended Dec. 31, 2008** | ** ** | **MEASURED (M)** | ** ** | **INDICATED (I)** | ** ** | **(M) + (I)**   | ** ** | **INFERRED**     | ** ** |
|--------------------------------------------------------------------|------------|-----------------------|------------|------------------------|------------|---------------------------|------------|------------------|------------|
| ** **                                                         | ** ** | **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)** | ** ** |
| **AFRICA**                                                         |       |                  |       |                   |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Kabanga (50%)                                                      |       | —                |       | —                 |       | —                    |       | 5,346            |       | 2.376 |   | 254.0 |   | 254.0 |   | 20,007 |   | 2.802 |   | 1,121.0 |   |

 

PLATINUM MINERAL RESOURCES (1), (2)

 
| **For the year ended Dec. 31, 2008** | ** ** | **MEASURED (M)** | ** ** | **INDICATED (I)** | ** ** | **(M) + (I)**   | ** ** | **INFERRED**     | ** ** |
|--------------------------------------------------------------------|------------|-----------------------|------------|------------------------|------------|---------------------------|------------|------------------|------------|
| ** **                                                         | ** ** | **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)** | ** ** |
| **RUSSIA**                                                         |       |                  |       |                   |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Fedorova (50%)                                                     |       | —                |       | —                 |       | —                    |       | 189,947          |       | 0.01 |   | 1,136 |   | 1,136 |   | 17,433 |   | 0.01 |   | 88 |   |
| **AFRICA**                                                         |       |                  |       |                   |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Sedibelo (10%)                                                     |       | —                |       | —                 |       | —                    |       | 5,841            |       | 0.08 |   | 440 |   | 440 |   | 3,528 |   | 0.10 |   | 352 |   |
| **TOTAL**                                                          |       | —                |       | —                 |       | —                    |       | 195,788          |       | 0.01 |   | 1,576 |   | 1,576 |   | 20,961 |   | 0.02 |   | 440 |   |

 

PALLADIUM MINERAL RESOURCES (1), (2)

 
| **For the year ended Dec. 31, 2008** | ** ** | **MEASURED (M)** | ** ** | **INDICATED (I)** | ** ** | **(M) + (I)**   | ** ** | **INFERRED**     | ** ** |
|--------------------------------------------------------------------|------------|-----------------------|------------|------------------------|------------|---------------------------|------------|------------------|------------|
| ** **                                                         | ** ** | **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)** | ** ** |
| **RUSSIA**                                                         |       |                  |       |                   |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Fedorova (50%)                                                     |       | —                |       | —                 |       | —                    |       | 189,947          |       | 0.03 |   | 5,100 |   | 5,100 |   | 17,433 |   | 0.03 |   | 465 |   |
| **AFRICA**                                                         |       |                  |       |                   |       |                      |       |             |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Sedibelo (10%)                                                     |       | —                |       | —                 |       | —                    |       | 5,841            |       | 0.04 |   | 206 |   | 206 |   | 3,528 |   | 0.05 |   | 177 |   |
| **TOTAL**                                                          |       | —                |       | —                 |       | —                    |       | 195,788          |       | 0.03 |   | 5,306 |   | 5,306 |   | 20,961 |   | 0.03 |   | 642 |   |

 

See “ - Notes to the Mineral Reserves, Resources and ReconciliationTables”

 

27

----

 

Reconciliation of Mineral Reserves(1), (7), (10), (11)

Based on attributable ounces

 
| **Gold  Property (000’s of ounces) (9)** | ** ** | **Mineral Reserves  12/31/2007 (6)** | ** ** | **Processed in  2008** | ** ** | **Increase  (decrease)** | ** ** | **Mineral Reserves  12/31/2008 (4)** | ** ** |
|--------------------------------------------------------------|------------|-------------------------------------------|------------|-----------------------------|------------|--------------------------|------------|-------------------------------------------|------------|
| **NORTH AMERICA**                                            |       |                                      |       |                        |       |                     |       |                                      |       |
| Goldstrike Open Pit                                          |       | 12,194                                    |       | 1,545                       |       | -355                     |       | 10,294                                    |       |
| Goldstrike  Underground                                      |       | 2,700                                     |       | 477                         |       | 322                      |       | 2,545                                     |       |
| Goldstrike Property Total                                    |       | 14,894                                    |       | 2,022                       |       | -33                      |       | 12,839                                    |       |
| Pueblo Viejo (60%) (7)                                       |       | 12,258                                    |       | 0                           |       | 1,182                    |       | 13,440                                    |       |
| Cortez (100%) (12)                                           |       | 6,884                                     |       | 721                         |       | 7,221                    |       | 13,384                                    |       |
| Bald Mountain                                                |       | 3,059                                     |       | 115                         |       | -98                      |       | 2,846                                     |       |
| Turquoise Ridge (75%)                                        |       | 3,858                                     |       | 133                         |       | 260                      |       | 3,985                                     |       |
| Round Mountain (50%)                                         |       | 1,442                                     |       | 288                         |       | 467                      |       | 1,621                                     |       |
| Ruby Hill                                                    |       | 930                                       |       | 134                         |       | 35                       |       | 831                                       |       |
| Hemlo (50%) (13)                                             |       | 633                                       |       | 140                         |       | 71                       |       | 564                                       |       |
| Marigold (33%)                                               |       | 631                                       |       | 54                          |       | -66                      |       | 511                                       |       |
| Golden Sunlight                                              |       | 140                                       |       | 158                         |       | 558                      |       | 540                                       |       |
| Eskay Creek                                                  |       | 16                                        |       | 0                           |       | -16                      |       | 0                                         |       |
| South Arturo (60%)                                           |       | 0                                         |       | 0                           |       | 0                        |       | 0                                         |       |
| Donlin Creek (50%)                                           |       | 0                                         |       | 0                           |       | 0                        |       | 0                                         |       |
| **SOUTH AMERICA**                                            |       |                                      |       |                        |       |                     |       |                                      |       |
| Cerro Casale (51%)                                           |       | 0                                         |       | 0                           |       | 10,831                   |       | 10,831                                    |       |
| Pascua-Lama                                                  |       | 17,978                                    |       | 0                           |       | -172                     |       | 17,806                                    |       |
| Veladero                                                     |       | 11,660                                    |       | 585                         |       | 1,158                    |       | 12,233                                    |       |
| Lagunas Norte                                                |       | 8,733                                     |       | 1,386                       |       | 1,602                    |       | 8,949                                     |       |
| Pierina                                                      |       | 1,073                                     |       | 441                         |       | 51                       |       | 683                                       |       |
| **AUSTRALIA PACIFIC**                                        |       |                                      |       |                        |       |                     |       |                                      |       |
| Porgera (95%)                                                |       | 8,239                                     |       | 734                         |       | 323                      |       | 7,828                                     |       |
| Kalgoorlie (50%)                                             |       | 4,589                                     |       | 355                         |       | 126                      |       | 4,360                                     |       |
| Cowal                                                        |       | 2,876                                     |       | 249                         |       | 168                      |       | 2,795                                     |       |
| Plutonic                                                     |       | 1,824                                     |       | 142                         |       | -640                     |       | 1,042                                     |       |
| Kanowna                                                      |       | 1,519                                     |       | 296                         |       | 33                       |       | 1,256                                     |       |
| Darlot                                                       |       | 655                                       |       | 114                         |       | 16                       |       | 557                                       |       |
| Granny Smith                                                 |       | 458                                       |       | 127                         |       | 160                      |       | 491                                       |       |
| Lawlers                                                      |       | 407                                       |       | 111                         |       | 57                       |       | 353                                       |       |
| Henty                                                        |       | 148                                       |       | 66                          |       | 10                       |       | 92                                        |       |
| Osborne                                                      |       | 82                                        |       | 42                          |       | 5                        |       | 45                                        |       |
| Reko Diq (37.5%)                                             |       | 0                                         |       | 0                           |       | 0                        |       | 0                                         |       |
| **AFRICA**                                                   |       |                                      |       |                        |       |                     |       |                                      |       |
| Bulyanhulu                                                   |       | 12,043                                    |       | 218                         |       | 152                      |       | 11,977                                    |       |
| North Mara                                                   |       | 3,594                                     |       | 248                         |       | -315                     |       | 3,031                                     |       |
| Buzwagi                                                      |       | 3,593                                     |       | 0                           |       | -309                     |       | 3,284                                     |       |
| Tulawaka (70%)                                               |       | 227                                       |       | 155                         |       | 8                        |       | 80                                        |       |
| **OTHER**                                                    |       | 145                                       |       | 16                          |       | 123                      |       | 252                                       |       |
| **TOTAL**                                                    |       | 124,588                                   |       | 9,050                       |       | 22,968                   |       | 138,506                                   |       |

 
| **Copper  Property (million pounds) (9)** | ** ** | **Mineral Reserves  12/31/2007 (6)** | ** ** | **Processed in  2008** | ** ** | **Increase  (decrease)** | ** ** | **Mineral Reserves  12/31/2008 (4)** | ** ** |
|-----------------------------------------------------|------------|-------------------------------------------|------------|-----------------------------|------------|--------------------------|------------|-------------------------------------------|------------|
| Zaldivar                                            |       | 5,690                                     |       | 419                         |       | 1,023                    |       | 6,294                                     |       |
| Osborne                                             |       | 316                                       |       | 65                          |       | -153                     |       | 98                                        |       |
| **TOTAL**                                           |       | 6,006                                     |       | 484                         |       | 870                      |       | 6,392                                     |       |

 

See “ - Notes to the Mineral Reserves,Resources and Reconciliation Tables”

 

28

----

 

----

***Notes to the MineralReserves, Resources and Reconciliation Tables***

 

(1)          Reflects Barrick’s ownershipshare where ownership interest is less than 100%.

 

(2)          These mineral resources are inaddition to mineral reserves.  Mineralresources that are not mineral reserves do not have demonstrated economicviability when calculated using mineral reserve assumptions.

 

(3)          Mineral reserves and resourceshave been calculated as at December 31, 2008, unless otherwise indicated.

 

(4)          Mineral reserves as at December 31,2008 have been calculated using an assumed gold priceof $725 (A$850) per ounce, an assumed silver price of $13.50 per ounce, anassumed copper price of $2.00 per pound and exchange rate of $0.85$U.S./A$.  These assumed metal pricesreflect the approximate prior 3 year average spot price of such metals.  Reserve calculations incorporate currentand/or expected mine plans and cost levels at each property.

 

(5)          Mineral resources as at December 31,2008 have been estimated using varying cut-off grades, depending on both thetype of mine, its maturity and ore type at each property.  An assumed gold price of $850 (A$1,000) perounce, an assumed silver price of $14.50 per ounce and an assumed copper priceof $2.50 per pound have been used in estimating resources.

 

(6)          Mineral reserves as at December 31,2007 have been calculated using an assumed gold priceof $575 (A$750) per ounce, a silver price of $10.75 per ounce, a copper priceof $2.00 per pound and an exchange rate of $0.77 $U.S./A$. Reserve calculationsincorporate current and/or expected mine plans and cost levels at eachproperty.

 

(7)          Mineral reserves have been calculated inaccordance with National Instrument 43-101, as required by Canadian securitiesregulatory authorities. For United States reporting purposes, Industry Guide 7(under the Securities Exchange Act of 1934), as interpreted by Staffof the SEC, applies different standards in order to classify mineralization asa reserve.  For U.S. reporting purposes,as at December 31, 2008, the mineralization at Cerro Casale was classifiedas mineralized material and approximately 600,000 ounces of reserves at PuebloViejo (Barrick’s 60% interest) were classified as mineralized material.  In addition, while the terms “measured”, “indicated”and “inferred” mineral resources are required pursuant to National Instrument43-101, the SEC does not recognize such terms. Canadian standards differsignificantly from the requirements of the SEC, and mineral resourceinformation contained herein is not comparable to similar information regardingmineral 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 andgreat uncertainty as to their economic and legal feasibility. In addition,investors are cautioned not to assume that any part or all of Barrick’s mineralresources constitute or will be converted into reserves.

 

(8)          Grade represents an average,weighted by reference to tons of ore type where several recovery processesapply.

 

(9)          Ounces or pounds, as applicable,estimated to be present in the tons of ore which would be mined andprocessed.  Mill recovery rates have notbeen applied in calculating the contained ounces or pounds.

 

29

----

 

(10)        Mineral reserves asat December 31, 2008 include stockpile material totaling approximately 119million tons, containing approximately 7.45 million ounces.  Properties at which stockpile material representsmore than 5% of the reported reserves are as follows:

 
| ** **       | ** ** | ** **       | ** ** | **Contained** | ** ** | ** **       | ** ** |
|------------------|------------|------------------|------------|---------------|------------|------------------|------------|
| ** **       | ** ** | **Tons**         | ** ** | **Grade**     | ** ** | **Ounces**       | ** ** |
| **Property**     | ** ** | **(000’s)** | ** ** | **(oz/ton)**  | ** ** | **(000’s)** | ** ** |
| ** **       | ** ** | ** **       | ** ** | ** **    | ** ** | ** **       | ** ** |
| Tulawaka         |       | 408              |       | 0.086         |       | 35               |       |
| Cowal            |       | 9,828            |       | 0.024         |       | 233              |       |
| Kalgoorlie       |       | 15,193           |       | 0.032         |       | 482              |       |
| Lawlers          |       | 466              |       | 0.073         |       | 34               |       |
| Porgera          |       | 30,046           |       | 0.074         |       | 2,229            |       |
| Goldstrike       |       | 37,180           |       | 0.096         |       | 3,570            |       |
| Round  Mountain  |       | 4,648            |       | 0.007         |       | 34               |       |
| Golden  Sunlight |       | 2,088            |       | 0.040         |       | 84               |       |

 

(11)        The metallurgical recoveryapplicable at each property and the cut-off grades used to determine mineralreserves as at December 31, 2008 are as follows:

 
| ** **           | ** ** | **Metallurgical** | ** ** | ** **             | ** ** |
|----------------------|------------|-------------------|------------|------------------------|------------|
| ** **           | ** ** | **Recovery**      | ** ** | **Cut-off Grade** | ** ** |
| **Gold Mine**   | ** ** | **(%)**           | ** ** | **(oz/ton)**           | ** ** |
|                 |       |              |       |                   |       |
| Goldstrike  Property |       |              |       |                   |       |
| Open Pit             |       | 80.7              |       | 0.050-0.070            |       |
| Underground          |       | 89.2              |       | 0.224-0.280            |       |
|                 |       |              |       |                   |       |
| Pueblo Viejo         |       | 83.2              |       | 0.054-0.064            |       |
| Cortez               |       | 80.6              |       | 0.005-0.271            |       |
| Bald  Mountain       |       | 72.7              |       | 0.009-0.012            |       |
| Turquoise  Ridge     |       | 92.0              |       | 0.342-0.372            |       |
| Round  Mountain      |       | 75.0              |       | 0.006-0.046            |       |
| Ruby Hill            |       | 75.5              |       | 0.010-0.104            |       |
| Hemlo  Property      |       |              |       |                   |       |
| David Bell           |       | 93.9              |       | 0.084-0.195            |       |
| Williams             |       | 93.9              |       | 0.023-0.125            |       |
| Marigold             |       | 73.5              |       | 0.010                  |       |
| Golden  Sunlight     |       | 75.1              |       | 0.017-0.022            |       |
| Pascua-Lama          |       | 82.2              |       | 0.032-0.094            |       |
| Veladero             |       | 75.1              |       | 0.012-0.020            |       |
| Lagunas  Norte       |       | 66.3              |       | 0.009-0.020            |       |
| Pierina              |       | 83.6              |       | 0.005-0.013            |       |
| Porgera              |       | 85.9              |       | 0.036-0.102            |       |
| Kalgoorlie           |       | 84.3              |       | 0.021-0.074            |       |
| Cowal                |       | 79.6              |       | 0.009-0.018            |       |
| Plutonic             |       | 86.6              |       | 0.096-0.140            |       |
| Kanowna              |       | 92.2              |       | 0.023-0.216            |       |
| Darlot               |       | 95.1              |       | 0.047-0.118            |       |
| Granny Smith         |       | 90.8              |       | 0.068-0.117            |       |
| Lawlers              |       | 95.2              |       | 0.082-0.120            |       |
| Henty                |       | 93.0              |       | 0.094-0.145            |       |
| Osborne              |       | 76.2              |       | 0.023-0.044            |       |
| Bulyanhulu           |       | 91.9              |       | 0.134-0.177            |       |
| North Mara           |       | 88.8              |       | 0.030-0.037            |       |
| Buzwagi              |       | 92.0              |       | 0.015-0.018            |       |
| Tulawaka             |       | 93.8              |       | 0.059-0.221            |       |

 

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| ** **           | ** ** | **Metallurgical** | ** ** | ** **             | ** ** |
|----------------------|------------|-------------------|------------|------------------------|------------|
| ** **           | ** ** | **Recovery**      | ** ** | **Cut-off Grade** | ** ** |
| **Copper Mine** | ** ** | **(%)**           | ** ** | **(%)**                | ** ** |
| Zaldívar        |       | 74.0              |       | 0.210                  |       |
| Osborne              |       | 89.9              |       | 0.8-1.25               |       |

 

(12)        Barrickincreased its interest in the Cortez mine from 60% to 100% in March 2008(see “General Information — Transactions”).

 

(13)        In January 2009,Barrick entered into an agreement to acquire the remaining 50% of the Hemlomine (see “General Information — General Development of the Business” and “RegionalBusiness Units — North America”)

 

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**Marketing andDistribution**

** **

*Gold*

 

Gold can be readily sold on numerous marketsthroughout the world and it is not difficult to ascertain its market price atany particular time.  Benchmark prices aregenerally based on the London gold market quotations. Gold bullion is held asan asset class for a variety of reasons, including as a store of value andsafeguard against the collapse of paper assets such as stocks, bonds and otherfinancial instruments that are traded in fiat currencies not exchangeable into gold(at a fixed rate) under a “gold standard”, hedges against future inflation andportfolio diversification. Governments, central banks and other officialinstitutions hold significant quantities of gold as a component of exchangereserves. Due to the size of the international bullion market and above groundstocks, individual gold producers or other market participants generally do notsignificantly 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.

 

The price of gold is subject to volatile pricemovements over short periods of time**,**especially inthe current market environment and is affected by numerous industry and macroeconomicfactors that are beyond Barrick’s control. Gold price volatility increased significantly compared to 2007, and theprice ranged from $682 to $1,032 per ounce in 2008, with an average marketprice of $872 per ounce.  The uncertaintyin the global financial markets, the amount of monetary stimulus being injectedinto the global economy, possible inflationary pressures in the medium termfrom an exceptionally low interest rate environment, the possibility ofcurrency revaluations, including U.S. dollar depreciation, and the sharpincrease in government spending in response to the financial crisis are allsupportive of higher gold prices in 2009 if such trends continue.

 

Barrick’s gold is currently being refined to marketdelivery standards by several refiners throughout the world. The gold can besold to various gold bullion dealers at market prices or delivered to meetcommitments under gold sale contracts. Certain of Barrick’s operations alsoproduce gold concentrate, which is sold to various smelters. The Companybelieves that, because of the availability of alternative smelters or refiners,no material adverse effect would result if the Company lost the services of anyof its current smelters or refiners.

 

Product fabricationand bullion investment are two principal sources of gold demand. Theintroduction of more readily accessible and more liquid gold investmentvehicles (such as gold exchange traded funds) has further facilitatedinvestment in gold and has been highly successful. Within the fabricationcategory, there are a wide variety of end uses, the largest of which is themanufacture of jewelry. Other fabrication purposes include official coins,electronics, miscellaneous industrial and decorative uses, dentistry, medalsand medallions.

 

*Copper*

 

Copper is a metal with inherent characteristics ofexcellent 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 influencedby numerous factors, including (i) the worldwide balance of copper demandand supply, (ii) rates of global economic growth, trends in industrialproduction and conditions in the housing and 

 

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automotive industries, all of which correlate with demand for copper, (iii) economicgrowth and political conditions in China, which has become the largest consumerof refined copper in the world, and other major developing economies, (iv) speculativeinvestment positions in copper and copper futures, (v) the availabilityand 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 ofapproximately $4.08 to a low of 60.4 cents. Copper prices traded in a range of$1.28 - $4.06 per pound in 2008, and averaged $3.15 per pound for theyear.  In 2008, the price of copper roseto an all-time high before suffering large declines through to the end of 2008as the global slowdown in economic activity decreased demand.  Future copper prices are expected to beinfluenced by demand from Asia, the performance of the global economy and thesupply generated by mines and smelters.

 

Copper concentrates produced by the Osborne Mine aresold mainly to smelters in Japan and South Korea. At the Zaldívar Mine, coppercathode is sold to copper product manufacturers and copper traders in Europe,North America, South America and Asia, while concentrate is sold to a localsmelter in Chile.  Since there are alarge number of available copper cathode purchasers, Barrick is not dependentupon the sale of copper to any one customer.

 

**Employees andLabor Relations**

** **

As at December 31, 2008, excluding contractors,Barrick employed approximately 16,300 employees worldwide, as well asapproximately 3,190 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 representapproximately 2,340 persons at the Company’s operations. Generally, managementbelieves that labor relations at all locations are good.  However, in 2007, Barrick experienced labordisruptions at its Bulyanhulu mine, culminating in an illegal labor strike inthe fourth quarter, resulting in thetermination of 1,300 employees.  As aresult of the reduced staff levels, the mine sequencing was revised, impactingthe mine’s ability to access higher-grade areas and operate the plant at itsfull capacity. Bulyanhulu returned to required staffing levels in the second quarter of 2008.

 

**Competition**

** **

The Company competes with other mining andexploration companies in connection with the acquisition of mining claims andleases and in connection with the recruitment and retention of qualifiedemployees (see “ — Employees and Labor Relations”).

 

There is significant competition for mining claimsand leases and, as a result, the Company may be unable to continue to acquireattractive assets on terms it considers acceptable.

 

**MATERIAL PROPERTIES**

** **

 For the purposes of this Annual InformationForm, Barrick has identified its Goldstrike, Cortez, Lagunas Norte, Veladero,Zaldívar and Porgera mines as material properties. The following is adescription of Barrick’s material properties.

 

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**GoldstrikeProperty**

** **

General Information

 

The Goldstrike property is located in Elko andEureka Counties in north central Nevada, approximately 40 kilometers north ofthe town of Carlin, at an elevation of 1,700 meters in the hilly terrain of theTuscarora Mountains. Access to the property is provided by certain accessagreements with Newmont Mining Corporation that allow for the use of variousroads 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. Interstate80 to Carlin, Nevada and then by approximately 40 kilometers of local roadsnorth of Carlin. The Northern Nevada climate is fairly arid and has little impacton the mine’s operations.

 

PanCana Minerals Ltd. (“PanCana”) first mined theproperty for gold in 1976. In 1978, Western States Minerals Corporation (“WSMC”)became the operator in a 50/50 joint venture with PanCana. Barrick acquired a50% 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 withPanCana in January 1987. At the time of acquisition, mining operations onthe property were concentrated on various shallow oxide deposits. The principalknown deposit was the Post surface oxide deposit, which then containedapproximately half a million ounces of gold. The property was operated as anopen pit, heap leach operation. Reserves for the Post deposit were delineatedduring 1986 and mining of the Post deposit commenced in 1987. Followingacquisition, two sulphide ore zones were identified (the Betze and Deep Postdeposits). During the first two years after acquisition, a carbon-in-leach milland ancillary facilities, as well as a crushing and agglomeration plantdesigned to improve recoveries from low grade oxide ore, were constructed. In January 1989,Barrick announced the four-year Betze Development Plan to develop the Postoxide and Betze sulphide reserves. The plan, which called for the developmentof a large open pit and the expansion of the milling facilities, was completedin 1993 with the commissioning of the final three of the total of sixautoclaves. Goldstrike’s underground mine (Meikle deposit), which wasdiscovered in 1989, commenced production in 1996. During 2000, the Companycompleted construction of a roaster facility for the treatment of carbonaceousore on the property. The roaster increased the property’s processing capacityby approximately 16,000 tons per day. In 2001, an intensive development programto bring the Rodeo deposit, part of the underground mine, into production wascompleted and a new ball mill was added to increase autoclave recovery.  A total of approximately 1,600 employees workat the Goldstrike property.

 

As of December 31, 2008, the Goldstrikeproperty comprised approximately 4,197 hectares of surface rights ownership/control(3,420 hectares**private and 778 hectarespublic), and approximately 3,535 hectares of mineral rights ownership/control(2,741 hectares private and 794 hectares public).   These rights are owned or controlled throughvarious forms of patents issued by the United States of America and byownership of unpatented mining and millsite claims that are held subject to theparamount title of the United States of America.    Patenting is the process that transfers feesimple title from the federal government to the applicant. The Goldstrikeproperty includes a total of 298 unpatented mining and millsite claims tocontrol the public acreage.  TheGoldstrike open pit and underground mines and the majority of the beneficiationand processing facilities at the Goldstrike property are situated on land ownedby Barrick.  The necessary permits toprovide sufficient surface rights have been obtained for current operations atthe property.

 

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Geology

 

The property is located on the Carlin trend, one ofNorth America’s most prolific gold producing areas. The area of the Goldstrikeproperty consists of folded and faulted Paleozoic sedimentary rocks, which wereintruded by the diorite to granodiorite Goldstrike stock of the Jurassic Age.Mesozoic folding and thrust faults form important structural traps for themineralization in the Betze-Post pit. Tertiary faulting developed ranges andbasins, which were subsequently filled with volcanic and sedimentary rocksduring the Tertiary time. The gold mineralization occurred at the onset ofTertiary volcanism, approximately 39 million years ago.

 

The major golddeposits — Post Oxide, Betze, Rodeo and Meikle — are all hosted in sedimentaryrocks of the Silurian to Devonian ages. The Post Oxide orebody occurs in thesiliceous siltstones, mudstones, argillites and minor limestones of the RodeoCreek Formation. Betze and Rodeo are found in the silty limestones and debrisflows of the Popovich Formation. The Meikle deposit occurs in hydrothermal andsolution collapse breccias in the Bootstrap Limestone of the Roberts MountainsFormation.  The gold at Goldstrike wascarried into the various orebodies by hot hydrothermal fluids, and depositedwith very fine pyrite and silica. Over time, the pyrite oxidized, freeing thegold 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 upwith the iron sulphide and an additional processing step (autoclaving orroasting) is required to free the gold.

 

The gold mineralization at the open pit iscontrolled by favorable stratigraphy, structural complexities in the form offaults and folds, and the contact of the Goldstrike intrusive. The depositrepresents many styles of mineralization occurring within numerous rock typesand alteration assemblages.  The favoredhost for gold mineralization is the Popovich Limestone followed by the RodeoCreek unit, Goldstrike sill complex and Roberts Mountains Formation.  Some ore occurs below sills, which act asdams to the ascending hydrothermal fluids. Alteration is characterized bydecalcification of limestone, silicification of all rock types and claydevelopment in structurally disturbed areas. Overall, the Betze-Post ore zonesextend for 1,829 meters in a northwest direction and average 183 to 244 metersin width and 122 to 183 meters in thickness.

 

Carbonate breccias and limestones of the DevonianPopovich Formation and various intrusive rocks host the orebodies that comprisethe Goldstrike underground mine. In contrast to the Goldstrike open pit area,the overlying mudstones and argillites of the Devonian Rodeo Creek Member aregenerally unmineralized. Gold-bearing fluids have ascended faults and fracturesand have deposited gold and other minerals, such as pyrite and barite, inpermeable horizons in the breccias and limestones. These breccias were formedby a combination of collapse, tectonic and hydrothermal processes, and displayexcellent continuity of grade both down dip and along strike. The fluids havebeen focused below a steep dipping monzonite porphyry dyke and the overlyingrelatively impermeable Rodeo Creek Member. Since silicification is the dominantalteration, the bulk of the ore is quite hard and competent.

 

Mining and Processing

 

Goldstrike’s open pit mine is an open pittruck-and-shovel operation, using standard, proven equipment. Two differentunderground mining methods are used at the underground mine, long-hole openstoping and drift-and-fill (used for flat-lying mineralization or where groundconditions are less competent).  Theunderground mine is a trackless operation. Goldstrike’s production in 

 

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total was 1,706 ounces of gold in 2008 at cash costs of $452 per ouncecompared to 1,629 ounces of gold in 2007 at cash costs of $370 per ounce. Basedon existing reserves and production capacity, the expected remaining mine lifeis****10 years.

 

The underground mine includes two major orebodies:Meikle and Rodeo. The Meikle orebody, located 1.6 kilometers north of the openpit mine, is a high grade orebody which was discovered in 1989 and startedproduction in 1996.  The Meikle orebodyincorporates 5 mineralized zones: the Main Meikle, Meikle Extension, SouthMeikle, Griffin, and West Griffin. The Rodeo orebody, located 0.5 kilometersnorthwest of the open pit mine, is a moderate grade orebody discovered in 1988and brought into production in 2002.  TheRodeo orebody includes four mineralized zones: Upper Rodeo, Lower Rodeo, WestRodeo, and Barrel. The Meikle and Rodeo orebodies are interconnected by twohaulage drifts and can be accessed from two shafts and by a decline at thebottom of the open pit mine.

 

The property has two processing facilities: anautoclave installation, which is used to treat the property’s non-carbonaceoussulphide (refractory) ore; and the roaster, which is used to treat the property’scarbonaceous ore (whose active carbon content responds poorly to autoclaving).The combined capacity of these two facilities is approximately 33,000 to 35,000tons per day. These process facilities treat the ore from Goldstrike’s open pitand underground mines. Gold contained in recovered ore is processed into doréon-site and shipped to outside refineries for processing into goldbullion.  All material permits to conductoperations at the mine have been obtained and are in good standing. In December 2005,Barrick began operating a 115 megawatt natural gas-fired power plant thatprovides a portion of Goldstrike’s power requirements.  The remaining power requirements aresatisfied by open market purchases of electricity.

 

A modified pressure technology for autoclaveprocessing at Goldstrike will continue to be used in 2009.  This technology has a lower recovery than theconventional acid autoclave configuration. Both process facilities will also see lower tons and grade and thiscumulative effect will result in approximately 400 thousand less ounces than2008.

 

Dewatering of the Betze Pit is accomplished throughthe use of perimeter wells located peripheral to the pit area, in-pit wells,horizontal drains installed for passive dewatering of pit walls, and watercollection sumps installed in the bottom of the pit. Dewatering activities areconducted in compliance with its approved water appropriations issued by theNevada State Engineer’s Office.

 

 Groundwater pumping for dewatering at theGoldstrike property is primarily from the carbonate rock aquifer, with verysmall amounts of pumping from shallower siltstones and unconsolidated basinfill deposits.

 

Water is conveyed by pipelines to various use areassuch as mining and milling at the Goldstrike property, delivered to Barrick’sMeikle mine, or delivered to Newmont for mining and milling use. Water that isnot used for mining or milling purposes is delivered to the 72-inch-diametergravity flow pipeline to the TS Ranch Reservoir.  Barrick is authorized bya discharge permit issued by the Nevada Division of Environmental Protection todischarge water produced by its groundwater pumping operations to groundwatersof the state via percolation, infiltration, and irrigation.

 

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The State of Nevadaimposes a 5% net proceeds tax on the value of all minerals severed in the State.   This tax is calculated and paid based on aprescribed net income formula which is different from book income.

 

Environment

 

The Goldstrike property operating facilities havebeen designed to mitigate environmental impacts.  The operations have processes, procedures orfacilities in place to manage substances that have the potential to be harmfulto the environment.  In order to preventand control spills and protect water quality, the mine utilizes multiple levelsof spill containment procedures and routine inspection and monitoring of itsfacilities.  The mine has installed airpollution control devices on its facilities consistent with and, in some cases,exceeding legal requirements.  The mine alsohas various programs to reuse and conserve water at its operations.  In order to mitigate the impact of dustproduced by its operations, the mine uses several different dust suppressiontechniques, including a stockpile cover at the roaster, reducing both theconsumption of water and  the carbonfootprint.  In 2008, all activities atthe Goldstrike property were, and continue to be, in compliance in all materialrespects with applicable corporate standards and environmentalregulations.  The mine’s operations arecompliant with the requirements of the International Cyanide Management Code.

 

At December 31, 2008, the recorded amount ofestimated future reclamation and closure costs that were also asset retirementobligations, as defined in FAS 143 (as described in note 22 to the ConsolidatedFinancial Statements), for the property was $98 million.  In connection with the reclamation of themine area, Barrick has provided the financial security as required bygovernmental authorities.  Majorexpenditure items covered by the asset retirement obligation are long term careand monitoring, surface contouring, waste dump closure and process facilitydemolition.  See “Environment and Closure”.

 

Exploration, Drilling and Analysis

 

In 2008, the exploration and development drillingprogram focused on the Banshee underground reserve delineation with positiveresults.  The Banshee surface drill testsfor northerly extensions will require more drilling in 2009.  Additional surface drill testing for resourceadditions in the West Pit area had positive results below the Screamer andLatite footwall, but there is no access for reserve delineation drilling in2009.  Underground drilling was plannedat Deep North Post, but the underground drill drift was not sufficientlycompleted to begin drilling.  A total of16,845 meters of underground and surface drilling were completed in 2008.  In 2009, the exploration group expects tofocus on the underground Deep North Post reserve delineation and drill testingfor extensions and new zones at Banshee. New drill targets are expected to be generated by continued reloggingand remodeling of the geology across the property.

 

More than 6,500****drill holeshave been completed within and around the Betze-Post deposit.  Approximately 69% of the total drill holesare reverse circulation and rotary drill holes and the remaining are diamondcore holes.  Drill spacing through theBetze, West Betze and Screamer deposits is approximately 53 meters and at Postis 46 meters.  Drill spacing in the NorthScreamer and West Barrel deposits is approximately 30 meters.  Almost all of the total drill hole footagehas been sampled on 1.5 meter intervals and assayed for gold by the fire assaymethod with cyanide AA finish.  Allassaying is checked and verified under a comprehensive, multi-level qualityassurance and quality control program that includes external laboratory checkassays.

 

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Underground drilling at the Meikle deposit (Meikle,South Meikle, Griffin, Extension and West Griffin) commenced in 1995 and atotal of 415,622 meters in 7,340 underground holes had been completed in andaround the deposit as of December 31, 2008.  A total of 338 surface holes, for 157,608meters, have been drilled in and around the Meikle deposit.  Additional Banshee drilling commenced in2007.  A total of 87 surface holes, for45,281 meters and 116 underground holes for 21,805 meters have been drilled inBanshee.

 

Underground drilling commenced at the Rodeo deposit(Rodeo, West Rodeo, and Barrel) in 1998 and, as of December 31, 2008, atotal of 3,676 underground holes totaling 223,856 meters had been drilled inand around the deposit.  A total of 230surface holes, for 104,943 meters, have been drilled in and around the Rodeodeposit.  Underground drilling commencedat the North Post deposit (North Post and Deep North Post) in 2005 and a totalof 16,685 meters in 61 underground core holes have been drilled as of December 31,2008.  There are an additional 142 NorthPost surface holes for 53,201 meters.

 

 Undergrounddrilling is by both core and reverse-circulation methods, with approximately42% of the underground drilling pursuant to core methods.  Meikle drilling is approximately 59% core;Griffin and West Griffin drilling is approximately 10% core; and Rodeo, WestRodeo and Barrel drilling is approximately 26% core.  All surface drilling ore intercepts arecore.  Drill spacing through the Meikledeposit is 8 to 26 meters.  Some of thewider-spaced core holes are sampled on six meter intervals (chip samples) and1.5 meter whole or split core in mineralized intervals. All samples arefire-assayed with an atomic absorption spectrometer finish followed by agravimetric finish for samples with AuFA greater than 0.438 ounces of gold perton. Most sampling and assaying is done on-site with both internal check assaysand external check assays performed by independent laboratories.

 

Drill samples collected for use in the geologicmodeling and mineral resource estimation are under the direct supervision ofthe geology department at Goldstrike.  Samplepreparation and analyses are conducted by the Barrick Goldstrike lab and byindependent laboratories.  Procedures areemployed to ensure security of samples during their delivery from the drill rigto the laboratory.  All drill holecollar, survey and assay information used in modeling and resource estimationare manually verified and approved by geologic staff prior to entry into themine-wide database.

 

The quality assuranceprocedures and assay protocols used in connection with drilling and sampling onthe Goldstrike property conform to industry accepted quality control methods.

 

Regular internal auditing of the mineral reserve andmineral resource estimation processes and procedures are conducted.

 

Royalties

 

Most of the property comprising the open pit mine issubject to net smelter return and net profits interest royalties payable on thevaluable minerals produced from the property. The maximum third party royaltiespayable on the Betze deposit are a 4% net smelter return and a 6% net profitsinterest.  The maximum royalties payableon the Meikle deposit are a 4% net smelter return and a 5% net profitsinterest.

 

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Production Information

 

The following table summarizes certain productionand financial information for the Goldstrike property for the periodsindicated:

 
| ** **                                | ** ** | **Year ended  December 31, 2008** | ** ** | **Year ended  December 31, 2007** | ** ** |
|-------------------------------------------|------------|--------------------------------------------------|------------|--------------------------------------------------|------------|
| Tons mined  (000’s)                  |       | 127,905                                          |       | 138,168                                          |       |
| Tons of ore  processed (000’s)       |       | 11,550                                           |       | 11,844                                           |       |
| Average  grade processed (ounces per ton) |       | 0.175                                            |       | 0.159                                            |       |
| Recovery  rate (%)                        |       | 84.3                                             |       | 86.6                                             |       |
| Ounces of  gold produced (000’s)     |       | 1,706                                            |       | 1,629                                            |       |
| Average  total cash costs per ounce (1)   |       | $                                                | 452        |                                             | $          | 370 |   |
|                                           |            |                                                  |            |                                                  |            |  |  |

 

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(1)   For anexplanation of total cash costs per ounce, refer to “Non-GAAP Financial Measures— Total Cash Costs”.

 

 

39

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**Cortez Mine**

** **

General Information

 

Reflecting its acquisition of Placer Dome and thepurchase of Kennecott Explorations (Australia) Ltd. 40% interest, BarrickCortez Inc. is the 60% joint venture interest owner and is the operator of theCortez joint venture (“Cortez”). The remaining 40% interest is held by BarrickGold Finance Inc.

 

The Cortez mine is located 100 kilometers southwestof Elko, Nevada in Lander County and currently employs approximately 800people. The Pipeline property is 11 kilometers northwest and the Cortez Hillsproperty is 4 kilometers southeast of the original Cortez milling complex.  Cortez is accessed via Nevada State Highway306, which extends southward from U.S. Interstate 80, both of which are pavedroads. The climate is fairly arid and has little impact on the mine’soperations.  The elevation at thePipeline site is 1,600 meters and about 1,850 meters at the Cortez Hills site.

 

In 1964, the Cortezjoint venture was formed to explore the Cortez area. In 1969, the originalCortez mine went into production.  From1969 to 1997, gold ore was sourced from open pits at Cortez, Gold Acres, HorseCanyon and Crescent.  In 1991, thePipeline and South Pipeline deposits were discovered, with development approvalreceived in 1996. In 1998, the Cortez Pediment was discovered with the CortezHills discovery announced in April 2003. The Cortez Hills development wasapproved by Placer Dome and Kennecott in September 2005 and confirmed byBarrick in 2006.

 

The Cortez area of interest comprises approximately261,000 hectares along the Cortez/Battle Mountain trend, within which about92,000 hectares are directly controlled by the Cortez joint venture.  In total, the property rights controlled byCortez, either from outright ownership or by lease, consist of 8,981 unpatentedmining claims held subject to the paramount title of the United States ofAmerica and 24,895 hectares of patented mining claims and fee mineral andsurface land, owned or controlled through various patents issued by the UnitedStates of America.  The necessarypermits to provide sufficient surface rights have been obtained for currentoperations at the property.

 

Geology

 

The Cortez property is situated along theCortez/Battle Mountain trend in north-central Nevada. The principal golddeposits and mining operations are located on the southwest and south sides ofCrescent Valley, which was formed by basin and range extensional tectonism. Mineralization is sedimentary rock-hosted and consistsof micron-sized free gold particles that are disseminated throughout the hostrock, commonly in association with secondary silica, iron oxides or pyrite.

 

The Pipeline Complex, Gold Acres, Cortez HillsComplex and Horse Canyon areas are the key projects that are part of the Cortezproperty. Principal lithologic units identified within the Pipeline Complex andthe Cortez Hills Complex deposit areas include early-Silurian tolate-Devonian-aged carbonate rocks.   The Silurian Roberts MountainsFormation is characterized by thin-bedded, planar-laminated, dark gray to blackcarbonate-dominated sediments and turbidites.   The Devonian package is comprised of WenbanLimestone, characterized by thin- to thick-bedded planar to wispy laminatedgray to black carbonate sediments, turbidites and debris flow,

 

40

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and Horse Canyon Formation is characterized by thin, rhythmicallybedded, planar-laminated gray calcareous siltstone, mudstone, and chert.

 

Stage 9 of thePipeline deposit is hosted by the middle to lower portions of the DevonianWenban Limestone and the upper portion of the Silurian Roberts MountainsFormation.  The Cortez Hills deposit has a strike length of more than 500 meters,and is approximately 200 meters wide. The mineralized zone starts approximately120 meters below surface and continues up to 600 meters. Exploration to fullydelineate the extent of the deposit is ongoing.

 

Mining and Processing

 

Deposits within thePipeline Complex are being mined by conventional open pit methods.** **The first eightstages of mining occurred in the Pipeline deposit over a period of 12 years(1996 — 2007), with mining of the remaining Pipeline Complex to be completed in2011.  Mining at the Cortez Hills Complexis scheduled through 2017.  Conventionalopen pit methods will be employed for all six phases of the Cortez Hillsdeposit with underhand cut and fill being the method for the undergroundoperation.  Mining production rates (openpit and underground combined) for all mining activity at Cortez will averageabout 118 million tonnes.

 

Three different metallurgical processes are employedfor the recovery of gold; run-of-mine heap leach, conventional mill(carbon-in-leach, or “CIL”) and refractory roaster and/or autoclave.  The process used for a particular ore is determinedbased on the grade and metallurgical character of that ore.  Lower grade run-of-mine oxide ore is heapleached on existing facilities, while higher-grade non-refractory ore istreated in a conventional mill (nominal 9,100 tonnes per day) using cyanidationand a CIL process.  Refractory ore isstockpiled on site in designated areas or trucked to the Goldstrike facilityfor processing through the circulating fluid bed roaster or the autoclave.

 

Water for process use at the Pipeline Complex issupplied from the open pit dewatering system. Electric power at the Pipeline and Cortez Hills Complexes is purchasedin the open market and supplied through a 73 kilometer transmission line.

 

The State of Nevada imposes a 5% net proceeds tax onthe value of all minerals severed in the State.   This tax is calculated and paid based on aprescribed net income formula which is different from book income.

 

All material permitsto conduct operations at the Pipeline Complex and Cortez Hills Complex havebeen obtained and are in good standing.  On November 12,2008, the United States Bureau of Land Management issued a Record of Decisionapproving the Cortez Hills Expansion Project. On November 20, 2008, the TeMoak Shoshone Tribe, the East Fork BandCouncil of the TeMoak Shoshone Tribe and the Timbisha Shoshone Tribe, theWestern Shoshone Defense Project, and Great Basin Resource Watch filed alawsuit against the United States seeking to enjoin the majority of theactivities comprising the project on grounds that it violated the WesternShoshone rights under the Religious Freedom Restoration Act (“RFRA”), that itviolated the Federal Land Policy and Management Act’s prohibition on “unnecessaryand undue degradation,” and that the project’s Environment Impact Statement didnot meet the requirements of the National Environmental Policy Act. Theplaintiff’s motion for a preliminary injunction was denied by the court and theplaintiffs have appealed that decision to the United States Court of Appealsfor the Ninth Circuit. See “Legal Matters — Legal Proceedings — Cortez HillsComplaint” for additional information.

 

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In 2008, Cortez produced457,500 ounces of gold at average total cash costs of $589 per ounce sold.Based on existing reserves and production capacity, the expected remaining minelife is approximately 14 years.

 

Subject to satisfactory resolution of pendinglitigation (see “Legal Matters — Legal Proceedings — Cortez Hills Complaint”),Cortez Hills is expected to commence production in the first quarter of2010.    As a follow up to the successful2008 work program, Barrick plans to spend approximately $18 million onexploration at the Cortez property, with a total of seven rigs being committedto this extensive, underexplored property in 2009. For details regarding Barrick’s acquisition of the remaining 40% ofCortez Hills, see “General Information — Transactions — Acquisition of Additional40% Interest in Cortez Property”.

 

Environment

 

The mine’s dewatering operations have been improvedwith the addition of several new rapid infiltration sites. Current dewatering operations focus on bedrock waterproduction. A portion of the dewatering water is utilized for mining and millingand a portion is utilized at a local ranch on a seasonal basis for irrigationpurposes.  The balance is returned to thebasin through the rapid infiltration basins or consumed in processingactivities (i.e., dust suppression and process makeup water).

 

Cortez’s operating facilities have been designed tomitigate environmental impacts.  Theoperations have processes, procedures or facilities in place to managesubstances that have the potential to be harmful to the environment.  In order to prevent and control spills andprotect water quality, the mine utilizes multiple levels of spill containmentprocedures and routine inspection and monitoring of its facilities.  The mine also has various programs to reuseand conserve water at its operations.  Inorder to mitigate the impact of dust produced by its operations, the mine usesseveral different dust suppression techniques. In 2008, all activities at Cortez were, and have continued to be, incompliance in all material respects with applicable corporate standards andenvironmental regulations.  Arsenic isnaturally occurring in the ground water at Cortez.  United States regulations regarding arsenicdrinking water standards have been revised, and the significance of theserevisions to Cortez is being reviewed.

 

At December 31, 2008, the amount of estimatedfuture reclamation and closure costs that were also asset retirementobligations, as defined in FAS 143 (as described in note 22 to the ConsolidatedFinancial Statements), for the property was approximately $90 million.  In connection with the reclamation of themine area, Barrick has provided the financial security as required bygovernmental authorities. See “Environment and Closure”.

 

Exploration, Drillingand Analysis

 

Approximately 68,750meters of exploration drilling were completed in 2008.  Of this drilling, 21% was directed to thePipeline Complex, 27% to the Cortez Hills Complex and 52% to other targets.

 

Drilling in the areaof the Cortez Hills Complex is conducted as underground platforms aredeveloped.  Some deep tests from thesurface were conducted in the first half of the year.  Mineralization remains open at depth to thesouth and west.  Other areas that weredrilled in 2008 include the Horse Canyon area, Pipeline Complex, Gold Acres andother areas within the claim block.

 

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Assay data used formodeling and mineral resource estimation are predominantly from core drillsamples and the remainder from reverse circulation drill samples.  The Pipeline Complex is drilled on 43 metercentres and the Cortez Hills Complex on 30 meter centres.  Industry standard best practice is applicablefor logging and sampling.

 

Both reverse circulation and core drilling is usedto delineate mineralization.  The mainmineralized bodies of the deposit are drilled almost exclusively with coreholes.  Geologic models are developedbased on the drill hole database.

 

Internal audits and outside audits from independentcontractors have reviewed the sampling and analytical protocol of the drillsamples from the deposit areas, including collection through final analysis andthe quality control programs that meet industry standards.  All analytical data is verified by the Corteztechnical staff prior to use in resource estimation.  Regular internal auditing of the mineral reserveand mineral resource estimation processes and procedures are conducted.

 

Royalties

 

All production byPipeline is subject to a 1.4% gross smelter return royalty payable to theformer shareholders of Idaho Mining Corporation.  In addition, Royal Gold Inc. holds a grosssmelter return royalty over a portion of the Pipeline Complex (graduating from0.4% to 5.0% based on the price of gold) and ECM Inc. holds a net value royaltyof 5% (shared between ECM, Inc. and Royal Crescent Valley, Inc.) overa portion of the Pipeline Complex.

 

All other productionby Cortez, including Cortez Hills, is subject to a 1.3% gross smelter returnroyalty payable to the former shareholders of Idaho Mining Corporation.

 

In addition, there isa royalty payable to Kennecott Explorations (Australia) Ltd. (graduating from0% to 3 %, depending on the gold price, of the gross value of gold delivered,minus certain deductions for pre-existing royalties) that would cover 40% ofproduction from Cortez, but only after the total amount of gold delivered toBarrick from Cortez after January 1, 2008 exceeds 15 million ounces.

 

Production Information

 

The following table summarizes certain productionand financial information for the Cortez mine for the periods indicated:

 
| ** **                                | ** ** | **Year ended  December 31, 2008** | ** ** | **Year ended  December 31, 2007 (2)** | ** ** |
|-------------------------------------------|------------|--------------------------------------------------|------------|-----------------------------------------------------------|------------|
| Tons mined  (000’s)                  |       | 113,468                                          |       | 70,148                                                    |       |
| Tons of ore  processed (000’s)       |       | 40,038                                           |       | 22,005                                                    |       |
| Average  grade processed (ounces per ton) |       | 0.018                                            |       | 0.022                                                     |       |
| Ounces of  gold produced (000’s)     |       | 428                                              |       | 323                                                       |       |
| Average  total cash costs per ounce (1)   |       | $                                                | 589        |                                                      | $          | 373 |   |
|                                           |            |                                                  |            |                                                           |            |  |  |

 

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(1)  For anexplanation of total cash costs per ounce, refer to “Non-GAAP FinancialMeasures — Total Cash Costs”.

(2)  The figuresfor 2007 represent Barrick’s 60% ownership of the Cortez property only.

 

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**Lagunas NorteMine**

 

General Information

 

The Lagunas Norte mine is an open pit, heap leachingoperation.  The mine is located in theAlto Chicama mining district and is 140 kilometers east of the coastal city ofTrujillo, Peru, and 175 kilometers north of Barrick’s Pierina mine.  The property is located on the western flankof the Peruvian Andes and is at an elevation of 4,000 to 4,260 meters above sealevel.  The area is considered to have amountain climate.  Generally, the climateof the area does not impact on the mine’s operations.  Vegetation consists of small shrubs andgrasses.  The property is accessible yearround by road from both Trujillo and Huamachuco, Peru.

 

The Alto Chicama region has been actively mined forcoal 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 AltoChicama region hosts a low grade anthracite coal deposit, but it was notdeveloped due to the availability of cheaper sources of energy elsewhere.  Centromin conducted field surveys in 1999 andconcluded there was potential for other mineralization on the property,including gold.

 

The Alto Chicama mining district encompasses fourconcessions or mining rights totaling 20,322 hectares. In 2002, Barrickacquired the three primary mining concessions, encompassing 18,550 hectares,from Centromin pursuant to an international bid process. In 2005, these threeconcessions were consolidated into a single mining concession called “AcumulacionAlto Chicama”.  Three additional miningconcessions, encompassing 1,772 hectares, were subsequently acquired directlyby Barrick.  The mining rights have noexpiry date as long as the annual land payments (currently $3.00 per hectare)are made and production activities are being carried out on such concessions.  The necessary permits to providesufficient surface rights have been obtained for current operations at theproperty.

 

Peruvian authority approval of both the mine’sEnvironmental Impact Study (“EIS”) and principal construction permit werereceived in April 2004.  Barrickcommenced construction of the mine facilities in April 2004. In June 2005,Barrick obtained approval from the Peruvian authorities in respect of mineproduction start-up.  Total capitalconstruction cost for the mine was $323 million. All material permits toconduct the operation of the Lagunas Norte mine have been obtained and are ingood standing.  The mine hasapproximately 560 employees.

 

On December 29, 2004, Barrick entered into aLegal Stability Agreement with the Peruvian government. The Legal StabilityAgreement provides increased certainty with respect to foreign exchange and thefiscal 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 isdominated by a thick sequence of Mesozoic marine clastic and carbonatesedimentary rocks and andesitic and dacitic volcanic rocks of the TertiaryCalipuy Group.  The Mesozoic sequence isunconformably overlain by the Tertiary Calipuy volcanic rocks and cut bynumerous small intrusive bodies. The Mesozoic sequence has been affected by atleast one and probably two stages of compressive deformation during Andeanorogenesis.

 

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The Lagunas Norte mineralization occurs on the 185square kilometer Alto Chicama property. The mineralization is of the highsulphidation type. It is disseminated and hosted in variably brecciatedsedimentary rocks as well as in volcanic breccias and tuffs. The mineralizationoutcrops and has been defined by drilling over an area of 1,000 meters long by2,000 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 theleach pad. Gold and silver recovered from the leached ore is smelted into doréon-site and shipped to an outside refinery for processing into bullion. Poweris provided by a utility company through a 138 kilovolt line connected to theTrujillo Norte substation, located in the costal city of Trujillo,approximately 95 kilometers from the mine. The East waste dump and leach padfacilities are contained within one valley, limiting potential environmentalimpacts. The effects of the operation on surface water and ground waterresources are carefully monitored and controlled to ensure that residentsdownstream of the site are not adversely affected.  Barrick has obtained property rights for thesurface land required for the operation of the Lagunas Norte mine.  Based on existing reserves and productioncapacity, the expected mine life is 9 years.

 

Mining activity was focused on developing Phase 1 ofthe orebody, which is a high grade and low strip area of the mine site locateddirectly north of the crusher.  During2008, some mining of Phase 2 of the orebody (located at the north-central areaof the orebody) was undertaken.

 

During the first half of 2009, Phase 1 and Phase 2of the orebody will continue to be mined, targeting relatively high gradematerials. However, during the second half of the year, accelerated mining inthe higher grade Phase 2 is planned.

 

Environment

 

Lagunas Norte’s operating facilities were designedto mitigate environmental impacts. The operation facilities are managed withprocedures in place to manage hazardous substances potentially harmful to theenvironment.  In order to prevent andcontrol spills and protect water quality, the site uses multiple levels ofspill containment, infrastructure and procedures as well as field controls likedaily inspections and water, air and emissions monitoring.  The site also has many programs to reuse andconserve water in all its processes.  Inorder to mitigate the impact generated by dust, the site uses several differentdust suppression techniques. In 2008, all activities at Lagunas Norte were andcontinue to be in compliance with applicable corporate standards andenvironmental regulations.

 

In 2008, Lagunas Norte maintained the InternationalCyanide Code Management Certification  aswell as the ISO 14001 certification with full compliance in the ISO 14001audit. At December 31, 2008, the recorded amount of estimated futurereclamation and closure costs that were also asset retirement obligations, asdefined in FAS 143 (as described in note 22 to the Consolidated FinancialStatements), for the property was $60 million. See “Environment and Closure”.

 

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Exploration, Drilling and Analysis

 

As of December 31, 2008, 333 exploration anddefinition holes had been drilled during 2008, 25,070 meters of reversecirculation drilling and 954 meters of diamond-drilling, totaling over 1,356holes and 211,131 meters have been drilled at the end of 2008.  The drill program at Lagunas Norte has beencompleted****at an average of approximately 55meter centers. Drill hole collars have been surveyed, and down-hole Sperry Sunsurveys conducted on the holes, with data collected approximately every 50meters and down hole Maxibor II surveys conducted on the holes of the 2008drilling campaign, with data collected approximately every 3 meters.  Core is placed in metal trays at the drillsite 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 Barrickgeologists.  Data recorded on thehandheld computers are downloaded to the main server at the end of every shift,reviewed, field checked if necessary, and then incorporated into the maindatabase.  Generally, sample lengths varyfrom 0.3 meters to 4.0 meters.  A totalof 24,136 samples have been taken during these drill programs.  The average sample length is 1.08meters.  During the exploration anddefinition stages of the drilling, all samples were prepared on-site and fireassayed at an independent laboratory in Lima, Peru.  The on-site laboratory performs all requiredanalysis, employing industry standard quality assurance and quality controlprocedures, including the insertion of standards, duplicates and check assays,controls which have been employed since early exploration.

 

In 2008, additional drilling of twin diamond drillholes and reverse circulation drill holes was undertaken at Lagunas Norte. Theresults of this drilling allowed verification of ore grade values collectedduring the original diamond drilling program and provide a basis for furthergeological model development. A campaign of long diamond drill holes will beimplemented during 2009 in a sulfur content zone at the bottom of the currentpit.  Other projects and opportunities inthe Alto Chicama district are being evaluated.

 

Regular internal auditing of the mineral reserve andmineral resource estimation processes and procedures are conducted.

 

Royalties

 

 Under theterms of the agreement with Centromin, Barrick paid Centromin an advancecontractual royalty of $2 million, which was credited against Centromin’sretained net smelter royalty of 2.51% in 2005. In December 2006, Centromin transferred all of its rights andobligations with respect to the mine to Activos Mineros S.A.C, a State miningcompany.

 

Financing

 

Minera Barrick Misquichilca S.A. (“MBM”), awholly-owned subsidiary of Barrick, has established a number of capital leaseprograms with certain financial institutions to partially finance theconstruction of certain assets at Lagunas Norte.  At December 31, 2008, the aggregateamount outstanding under these capital lease programs was $64.1 million. Theeffective interest rate in 2008 for the aggregate capital leases was LIBOR plus2.5%.

 

In November 2004, MBM filed an initial shelfprospectus relating to up to $150 million aggregate principal amount of bondswith CONASEV, the National Supervisory Commission of Companies and Securitiesin Peru.  As at December 31, 2008,MBM has issued $100 million aggregate principal amount of bonds. MBM used allthe proceeds from the bond issuance for 

 

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mine development and general corporate purposes.  The effective interest rate in 2008 for thefirst bond issuance of $50 million was LIBOR plus 1.72% and the effectiveinterest rate in 2008 for the second bond issuance of $50 million was LIBORplus 1.5%.

 

Production Information

 

The following table summarizes certain productionand financial information for the Lagunas Norte mine for the periods indicated:

 
| ** **                                | ** ** | **Year ended  December 31, 2008** | ** ** | **Year ended  December 31, 2007** | ** ** |
|-------------------------------------------|------------|--------------------------------------------------|------------|--------------------------------------------------|------------|
| Tons mined  (000’s)                  |       | 27,245                                           |       | 25,437                                           |       |
| Tons of ore  processed (000’s)       |       | 25,203                                           |       | 21,706                                           |       |
| Average  grade processed (ounces per ton) |       | 0.055                                            |       | 0.063                                            |       |
| Ounces of  gold produced (000’s)     |       | 1,175                                            |       | 1,086                                            |       |
| Average  total cash costs per ounce (1)   |       | $                                                | 125        |                                             | $          | 103 |   |
|                                           |            |                                                  |            |                                                  |            |  |  |

 

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 (1)  For an explanation of totalcash costs per ounce, refer to “Non-GAAP Financial Measures — Total Cash Costs”.

 

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The following diagram sets out the design and layoutof the Lagunas Norte mine. 

 

 

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**Veladero Mine**

** **

General Information

 

The Veladero mine is an open pit mine using heapleaching. The Veladero mine includes the mining of gold and silver from twoopen pits: the Filo Federico pit and the Amable pit.  Fullconstruction of the mine commenced in the fourth quarter of 2003 and the firstgold pour occurred in September 2005. The Veladero property is located entirely in San Juan Province,Argentina, immediately to the south of Barrick’s Pascua-Lama project,approximately 370 kilometers by road northwest of the city of San Juan.  The mine site is located at elevations ofbetween 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 operatingenvironment.  Recognizing this issue, thepotential impact of possible extreme weather conditions, to the extentpossible, has been incorporated into the mine’s operating plan.  Access to the property is via a combinationof public highways and an upgraded private gravel road.

 

The Veladero mine is a combination of twoproperties: (i) the Veladero mining group, consisting of eight miningconcessions owned by the Provincial Mining Exploration and ExploitationInstitute (“IPEEM”) and operated by Minera Argentina Gold S.A. (“MAGSA”), asubsidiary of Barrick in Argentina, pursuant to the provisions of theprovincial law which governs the functioning of IPEEM, and by virtue of thecontract between IPEEM and Barrick, and (ii) the Mina Ursulina Sur miningconcession owned and controlled by MAGSA. These two properties cover an area of approximately 12,350hectares.  Barrick exercised its optionto enter into an exploitation contract with IPEEM in July 2003, inaccordance with the terms of the previous exploration contract.

 

The necessary permits to provide sufficient surfacerights have been obtained for current operations at the property.  Barrick has an undivided 90%interest in “Campo Las Taguas”, which encompasses the surface property affectedby Veladero’s mining facilities.  Withrespect to the 10% interest of “Campos Las Taguas” owned by third parties,Barrick and IPEEM have obtained all necessary easements for access over surfaceproperty.  Certain other mine related facilities are located in Campo Colangui,which is also owned by Barrick.

 

The Veladero mine received environmental impactstudy (“EIS”) approval in November 2003 from the Mining Authority of theSan Juan Province. This study has sincebeen updated in each of 2005 and 2007. All of the key additional permits forthe mine’s operation, such as water concessions, construction permits for civiland hydraulic works, fuel storage permits, explosives and hazardous substanceshandling permits, have been obtained.

 

The principal mine commissioningactivities were completed during the fourth quarter of 2005 and constructionactivities were completed in the first quarter of 2006.

 

Barrick implemented a comprehensive recruitment andtraining program for personnel required for the operation prioritizing thelocal labor market.  As at December 31,2008, the mine had approximately 880 employees.

 

Geology

 

The Veladero deposit is an oxidized, highsulfidation gold-silver deposit hosted by volcaniclastic sediments, tuffs, andvolcanic breccias related to a Miocene diatreme-dome

 

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complex. Disseminated precious metalsmineralization forms a broad, 3-kilometer long tabular blanket localizedbetween the 4,000 and 4,350 meter elevations. The mineralized envelope encompassing greater than 0.4 grams per tonnegold is oriented along a 345°-trending regional structural corridor.  Higher grade zones within this envelopeoccupy northeast-striking faults and fracture zones.  Hydrothermal alteration is typical of highsulfidation gold deposits, with a silicified core grading outward into advancedargillic alteration, then into peripheral argillic and propylitic alterationhaloes.  Gold occurs as fine nativegrains, and is dominantly associated with silicification and with iron oxide oriron sulfate fracture coatings.  Silvermineralization is distinct from gold, and occurs as a broader, more diffuseenvelope, probably representing a separate mineralizing event.  Copper and other base metals areinsignificant, and sulphide mineralization is negligible.  Principal controls on gold mineralization arestructures, 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 thenorth.  Much of the Veladero deposit iscovered by up to 170 meters of overburden. The current gold reserve identifiedin the Veladero mine is 12.2 million ounces (includes Pit, Stock and Plant).

 

A variety of volcanic explosion breccias and tuffsare the principal host rocks at the two northern orebodies, where alterationconsists of intense silicification.  TheAmable orebody is hosted within bedded pyroclastic breccias and tuffs, which areaffected by silicification and advanced argillic alteration.

 

Mining and Processing

 

The Veladero mine is an open pit mine with avalley-fill heap leach operation and two-stage crushing process.  Recovered gold is smelted into doré on-siteand shipped to an outside refinery for processing into bullion. Construction of a four kilometer overland conveyorbelt is expected to be commissioned in May 2009. The crusher expansionproject, expected to increase the crusher capacity to 85,000 tonnes per day, isscheduled to be commissioned in late 2009. Veladero self generateselectric power using a diesel power plant (with a 12 megawatt capacity),permanently-installed diesel-generator sets (adding a further 6.8 megawattcapacity) and a 2-megawatt wind-generation turbine.  The expected mine life is approximately 15years.

 

Environment

 

In November 2005, Barrick submitted the firstbiannual update of the Veladero EIS (the “EIS Update”) to the San Juan miningauthority.  The EIS Update outlines themine’s environmental management results for the 2003 to 2005 period, updatesinformation related to the mine’s environmental management plan and theproduction plan and sets out the mine’s planned increase in processingcapacity. This first biannual update was approved in April 2007 and mostof the additional permits required for the execution of the current productionplan have been obtained.

 

In November 2007, Barrick submitted a secondbiannual update of the Veladero EIS to the San Juan mining authority. Thisdocument outlines the mine’s environmental management results for the 2005 to2007 period and is currently under review by the mining authority.

 

Veladero’s operating facilities have been designedto minimize and mitigate environmental impacts. The operations have processes, procedures or facilities in place tomanage substances that have the potential to be harmful to theenvironment.  In order to prevent andcontrol spills

 

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and protect water quality, the mine utilizesmultiple levels of spill containment procedures and routine inspection andmonitoring of its facilities.  The minealso has various programs to reuse and conserve water at its operations.  In order to mitigate the impact of dustproduced by its operations, the mine uses several different dust suppressiontechniques. ** **In2008, all activities at Veladero continued to be in compliance in all materialrespects with applicable corporate standards and environmental regulations.

 

In August 2007, Barrick obtained the ISO 14001certification for the entire Veladero operation, and in November 2007, theVeladero operation obtained the International Cyanide Management Codecertification.

 

At December 31, 2008, the recorded amount ofestimated future reclamation and closure costs that were also asset retirementobligations, as defined in FAS 143 (as described in note 22 to the ConsolidatedFinancial Statements), for the property was $34 million.

 

Exploration, Drilling and Analysis

 

During 2008, 31reverse circulation drill holes were performed reaching a total of 7,175 metersin the Pampa del Rulo, Amable Sur, Agostina Sur and 4 Esquinas areas.  Five reverse circulation drill holes wereperformed in Pampa de Rulo totaling 1,552 meters for purposes of sterilizationto ensure that no mineralization remained beneath the sites planned for futurewaste dumps.  17 reverse circulationinfill drill holes were realized in Agostina Sur; five reverse circulationdrill holes were performed in Amable Sur for purposes of sterilization and fourreverse circulation drill holes were performed to search for potentialmineralization.

 

During 2008, adiamond-drilling program was carried out at the 4 Esquinas pit as part of theplanned in-fill and exploration program aiming principally to increase reservesand block category upgrade. Simultaneously, the infill program was also used to investigategeotechnical information. Three diamond drill holes were performed totaling1,003 meters.

 

The 2009 explorationplan includes testing of the Argenta zone (formerly called the Dos Lagunas zone).

 

At December 31, 2008, the Veladero databaseincluded 260,272 meters of reverse circulation drill holes and 44,104 meters ofdiamond core drill holes totaling 3,975 meters of channel samples fromdeclines.**** Drill spacing within mineralized zones variesfrom 30 meters to 100 meters, and averages approximately 35 meters.

 

Sampling has been done with reverse circulation andcore drill holes. Reverse circulation samples were collected on 1 meterintervals.

 

Rock chip samples are delivered by mine personnel tothe ALS Chemex sample preparation facility at the mine, where the lab assumessample custody.  Veladero’s standardassay protocol for rock chips involves initial assaying for gold by fire assayfusion of a 50 gram pulp and analysis by atomic absorption. Analytical resultsare received from the lab in an electronic format and are entered into thedatabase without external manipulation.

 

Veladero’s quality assurance and quality controlprogram utilizes field blanks to monitor contamination, pulp standards tomonitor accuracy, and field duplicates, preparation duplicates and pulpduplicates to monitor precision.  Qualitycontrol samples are included with sample

 

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submittals from reverse circulation chips, drillcore, and chip or channel sampling.  Adetailed quality control report is prepared at least annually, or after eachmajor sampling program is completed. External quality assurance and quality control reviews have beenconducted periodically. All of these reviews concluded that Veladero’s qualityassurance and quality control procedures meet or exceed industry standards.

 

Regular internal auditing of the mineral reserve andmineral resource estimation processes and procedures are conducted.

 

Royalties

 

Pursuant to legislation passed by the government ofthe Province of San Juan, all gold and silver, among other ores, extracted fromthe property within the Province of San Juan are subject to a royalty, payableto the government of the Province of San Juan, of 3% of the value of the ore atthe “mine mouth”. Under the terms of the exploitation contract between Barrickand IPEEM, a 0.75% “mine mouth” royalty on the minerals produced from theVeladero 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 FiloNorte deposit is situated (see “Legal Matters — Government Controls andRegulations”).

 

Production Information

 

The following table summarizes certain productionand financial information for the Veladero mine for the periods indicated:

 
| ** **                                | ** ** | **Year ended  December 31, 2008** | ** ** | **Year ended  December 31, 2007** | ** ** |
|-------------------------------------------|------------|--------------------------------------------------|------------|--------------------------------------------------|------------|
| Tons mined (000’s)         |       | 93,544                                           |       | 76,529                                           |       |
| Tons  of ore processed (000’s)       |       | 23,408                                           |       | 19,607                                           |       |
| Average  grade processed (ounces per ton) |       | 0.025                                            |       | 0.027                                            |       |
| Ounces  of gold produced (000’s)     |       | 536                                              |       | 473                                              |       |
| Average  total cash costs per ounce (1)   |       | $                                                | 496        |                                             | $          | 332 |   |
|                                           |            |                                                  |            |                                                  |            |  |  |

 

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(1)  For anexplanation of total cash costs per ounce, refer to “Non-GAAP FinancialMeasures — Total Cash Costs”.

 

Financing

 

During 2004, MAGSA secured a variable rate, limitedrecourse $250 million loan facility for Veladero, which was fully drawn down bythe end of 2007. Barrick has guaranteed the loan until the mine has achievedspecified operational and technical requirements, after which it will becomenon-recourse.  This facility is insuredfor political risks by branches of the Canadian government and Germangovernment. Substantially all the assets of MAGSA, including the Veladeroproperty and related assets, have been pledged as security under the loan. Theeffective interest cost for 2008 was approximately 10.2%.

 

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The following diagram sets out the current minefacilities and planned expansion:

 

 

**Zaldívar Mine**

** **

General Information

 

Zaldívar is anopen pit heap leach copper mine located in northern Chile.  The mine is located in the AndeanPrecordillera in Region II of northern Chile, approximately 1,400 kilometersnorth of Santiago and 175 kilometers southeast of the port city ofAntofagasta.  The site is accessible byhighway from the port of Antofagasta. The Antofagasta-Salta railway also services the site.  Zaldívar employed approximately 800 employeesand approximately 1,430 contractors at December 31, 2008.

 

The climate is characterizedby very low relative humidity and practically no precipitation and has littleimpact on the mine’s operations.  Thesurface topography lies at an average elevation of 3,300 meters above mean sealevel.  There is little or novegetation.  The property is within a1,240-hectare claim area covered by 247 exploitation concessions.  Exploitation

 

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concessions areregistered in the Conservador de Minas (Mining Property Registrar) andSernageomin (National Service of Geology and Mines).  The necessary permits toprovide sufficient surface rights have been obtained for current operations atthe property.  Environmental permit(s) are issued and registered with the Conama(National Environmental Commission).

 

In 1979, the initialdeclaration or statement of discovery (manifestacion minera) was presented tothe First Civil Court of Antofagasta by Mr. Pedro Buttazzoni Alvarez.  In 1981, Mr. Buttazzoni, through his companySociedad Contractual Minera Varillas (“SCMV”), formed the company SociedadLegal 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%.  In1989, as a result of various transactions during the previous eight years, SCMVheld 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 wasexecuted 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 50/50joint venture with Placer Dome in December 1992, at which time a jointventure 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 inconnection with its acquisition of Placer Dome in March 2006. Based onexisting reserves and production capacity, the expected mine life isapproximately 15 years.

 

Geology

 

The Zaldívar porphyry copper deposit is situated onthe western margin of the Atacama Plateau in northern Chile. The deposit ispart of a large Tertiary porphyry copper system which includes the Escondidaporphyry copper deposit. This porphyry complex occurs within the large WestFissure structural system which controls most of the large porphyry copperdeposits in Chile.  The Zaldívar porphyrysystem is at the intersection of the West Fissure and a series of Northwest andNortheast striking faults. The deposit is generally centered on a Northeaststriking granodiorite porphyry body that intrudes andesites and rhyolites, andcuts across the north-south striking Portezuelo fault.  Although the geology and the Zaldívar mineraldeposit are generally continuous from east to west, the orebody was arbitrarilydivided into two zones: the Main zone (area east of 93,000E) and the PintaVerde zone (area west of 93000E).

 

The Zaldívar orebody contains both sulphide andoxide copper mineralization. The majority of the copper occurs in a blanket ofoxide and secondary sulphide ore which overlays deeper primary sulphidemineralization of lower grade.  Theeconomically important mineralization types are secondary sulphide(chalcocite), oxide (brochantite and chrysocolla) and a mixed mineralizationtype of combined sulphide and oxide copper minerals. Primary sulphidemineralization consists of pyrite, chalcopyrite, bornite and molybdenite.

 

In the Main zone orebody, to the east of thePortezuelo fault, rhyolite is the host rock and secondary sulphidemineralization is dominant (85% to 90%) with the balance of the copper presentas oxide minerals. West of the fault, andesite and granodiorite are the host rocksand the copper is present as a mixture of both oxide and secondary sulphideminerals.

 

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Mining and Processing

 

The open pit contemplatesmining the remaining mineral reserves in six stages, referred to as Stage 6through to Stage 11.  During 2008, oreproduction came from Stage 8 of the Main zone. Conventional methods of open pit mining are used.  During 2008, Zaldívar focused on improving operational efficienciesand reliability of key process crushing productivity.

 

Pure cathode copper isproduced by three stages of crushing and stacking of ore, followed by heapleaching and bacterial activity to remove the copper from the ore intosolution.  Run of mine dump leachmaterial is placed on the old sulphide ore pad, and is also leached.  A solvent extraction and electrowinningprocess then removes the copper from solution and produces the cathodecopper.  The electrowinning plant hasbeen modified to produce 331 million pounds (150,000 tonnes) of cathode copperper year, 20% over the original design capacity.  A flotation plant is also used to recovercopper, in the form of copper concentrate, contained in the fine fraction ofthe crushed ore.

 

Copper recoveries and leachingkinetics have improved for treated ores by more than 20% in the last 8 yearsand leach cycle times are currently 365****days.Notwithstanding these improvements, declining head grades mean that morematerial must be placed on the leach pads and more capital investment isrequired to sustain current copper production rates. Zaldívar will concentrateon improving leaching kinetics and accelerating the oxidation of sulphide oresto minimize future capital requirements and maximize cathode production.

 

Process water is beingsupplied from ground water at Negrillar, 120 kilometers east of Zaldívar. Wateris drawn from six production wells and pumped along the 120-kilometer route toa fresh water pond located near the tertiary crushing facility at the plantsite. Zaldívarreceives power from the SING, the regional electricity grid system, andpurchases electricity from one of the electrical utilities operating on theSING system. A 230 kilometer transmission line was constructed in conjunctionwith Minera Escondida Limitada between the Zaldívar and Escondida plant sitesand the SING system substation at El Crucero. All operations permits have been obtained and arein good standing.

 

On December 14, 2004, the Chilean government presented a newmining sector specific tax project to the Chamber of Deputiesproposing a 5% tax on operating profits derived from the sale of mineralproducts. The proposed 5% tax became law during 2005.  Companiesprotected from income tax increases under Chile’s DL 600 foreign investmentlaw, which was the case for CMZ, which holds the Zaldívar mine, had the optionto either wait for their DL 600 contract to expire, after which theirinvestment would be subject to the new tax, or renounce their statusunder the existing DL 600 regime, before November 30, 2005, andface a reduced 4% tax in return for a 12 year mining taxinvariability 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 existingcontracts between mining companies and the state, which are protected underChile’s DL 600 foreign investment law, and would not be applied to suchcompanies while their current tax contracts remain in force.

 

In November 2005, CMZ opted out of its existing DL 600 regimeand entered into the new DL 600 regime, the terms of which include the 4%tax and a 12 year tax invariability clause.

 

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Environment

 

Zaldívar operates in an environmentally responsiblemanner to mitigate environmental impacts. This is largely due to the heapleaching process that operates entirely as a closed circuit with no dischargeto the environment. There are programs that continuously monitor the processand surrounding areas, including leak detection wells to detect any potential circuitfailures.

 

Zaldívar is awaiting approval of a modification toits operating permits to reflect current production and processing rates and ispreparing to update its environmental approval, which will include submittingmodifications to certain environmental permits. While the timing of receipt of such approvals is uncertain, it isestimated that the process will take approximately 9 to 12 months.

 

Zaldívar’s ISO 14001 certification was renewed in September 2006and will be in effect for a three-year term, subject to successful annualaudits over the period.

 

At December 31, 2008, the recorded amount ofestimated future reclamation and closure costs that were also asset retirementobligations, as defined in FAS 143 (as described in Note 22 to the ConsolidatedFinancial Statements), for the property was $45.8 million.

 

Exploration, Drilling and Analysis

 

 The Zaldívarorebody has been extensively drilled. Reverse circulation drilling has been done in order to develop ageological model. For exploration holes, whole core samples are taken at every2 meter down-the-hole interval.  Allholes are logged for lithology, alteration, mineralization and structure.  In 2008, 70 reverse circulation holes weredrilled for 17,172 meters.  Sampling andanalysis of diamond and reverse circulation drill holes and blast holes complywith industry standards.  Blank sampleprotocols are used in the normal row of samples sent to the Zaldívarlaboratory.  Controls exist on biases andthe product is checked with the security sampling curves.  As well, external laboratories have been usedto verify results.  Databases generatedwith these results are thoroughly reviewed and cross checked before being usedin the mineral resource/mineral reserve estimation processes. Regular internalauditing of the mineral reserve and mineral resource estimation processes andprocedures are conducted.

 

Special field controllers ensure that the samplescollected for modeling and mineral resource estimation have been deliveredunder secure conditions to the laboratory.

 

Royalties

 

The Zaldívar mine is not subject to any royalties.

 

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Production Information

 

The following table summarizes certain productionand financial information for the Zaldívar mine for the periods indicated:

 
| ** **                                  | ** ** | **Year ended  December 31, 2008** | ** ** | **Year ended  December 31, 2007** | ** ** |
|---------------------------------------------|------------|--------------------------------------------------|------------|--------------------------------------------------|------------|
| Tons  mined (000’s)                    |       | 75,499                                           |       | 81,337                                           |       |
| Tons  of ore processed (000’s)         |       | 42,481                                           |       | 36,808                                           |       |
| Average  grade processed (% of TCu)         |       | 0.57                                             |       | 0.62                                             |       |
| Pounds  of copper produced (000,000’s) |       | 295                                              |       | 315                                              |       |
| Average  total cash costs per pound (1)     |       | $                                                | 1.08       |                                             | $          | 0.69 |   |
|                                             |            |                                                  |            |                                                  |            |  |  |

 

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(1)   For an explanation of total cashcosts per pound, refer to “Non-GAAP Financial Measures - Total Cash Costs”.

 

 

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** **

**Porgera Mine**

** **

General Information

 

Barrick’ssubsidiary is the owner and operator of a 95% joint venture interest in thePorgera Joint Venture (the “PJV”) gold mine. The Porgera deposit is located in Enga Province in the highlands ofPapua New Guinea (“PNG”), about 130 kilometers west of the established town ofMount Hagen, 600 kilometers northwest of Port Moresby, and about 680 kilometersby road from the coastal port of Lae from which all materials are shipped.  The road is partly paved and passes throughunstable mountainous terrain with many major river crossings.  Personnel are transported by bus, fixed wingaircraft and helicopter.  The workforceat Porgera comprises approximately 2,500 employees.  In addition, there are approximately 700contractors. Of the total employee workforce, 93% are PNG citizens (56% localemployees and 37% PNG nationals).

 

Themine is located at an altitude of 2,200 to 2,700 meters.  Temperatures range from 10 to 25 degreesCelsius and rainfall averages 3,650 millimetres per year.  The vegetation is largely rainforest withinterspersed food produce gardens below 2,400 meters elevation.

 

Alluvial gold was first reported at Porgerain 1938.  In 1975, Placer Dome became theoperator and owner of a 2/3 interest in an exploration venture with Mount IsaMines Limited (now MIM Holdings Ltd.). In 1979, a joint venture agreement wassigned whereby Placer Dome, MIM Holdings Ltd. and New Guinea Goldfields Ltd. (“Goldfields”,an eventual subsidiary of AurionGold) each held a one third interest and theIndependent State of Papua New Guinea (the “State”) had the right to acquire,at cost, up to a 10% interest in the project if developed.  In 1989, a Special Mining Lease was approved,construction commenced and the State acquired a 10% interest, diluting each ofthe other joint ventures down to 30%. Commercial production commenced in 1989. Also in 1989, MIM Holdings Ltd. sold its 30% interest to Highlands GoldLtd. (“Highlands Gold”).  In 1993, PlacerDome, Goldfields and Highlands Gold each sold a further 5% to the State.  In 1997, Placer Dome’s joint venture interest wasincreased from 25% to 50% following its completion of the acquisition ofHighlands Gold.  In 2002, PlacerDome increased its interest to 75% through the acquisition of AurionGold (thebeneficial owner of the Goldfields interest). In 2002, DRDGOLDLimited acquired a 20% interest from Oil Search Limited (originally theinterest held by the State).  In 2005,Emperor Mines Ltd acquired DRD Gold Ltd’s 20% interest.  Barrick acquired Placer Dome in 2006.  In 2007, Barrick acquired Emperor’s 20%share, increasing its ownership to 95%.  The remaining 5% joint venture interest is heldby Mineral Resources Enga Limited (“MRE”) and divided between Enga Provincialgovernment (2.5%) and landowners (2.5%).

 

The PJV hasapproval to mine the Porgera deposit within the agreed development plan underthe terms of the Porgera Mining Development Contract (the “MDC”) between theState and the PJV. The MDC specifies the annual rents that must be paid for theSpecial Mining Lease (the “SML”) and the various classes of compensation thatare payable to the landowners for the various land uses.  The SML, which expires in 2019 and isrenewable, encompasses approximately 2,347 hectares including the mine area andthe areas in which the project infrastructure is located.**** There is no expiration date for the MDC, butit is tied to the continuation of the SML. Leases for Mining Purposes (“LMP”) have also been awarded by the Statefor land use associated with the mining operation such as waste dumps,campsites, water supply, power generation and airstrip.  The PJV also holds a Mining Lease for theoperation of a limestone quarry for the supply of lime to the process plant.Permits are held for water use, including run-off from unconsolidated surfaces,such as the open pit, the underground mine and the waste dumps.  The PJV also maintains two Exploration Leases(“EL”) which enclose the SML and some key LMPs. The ELs are the subject ofongoing exploration expenditure. The PJV holds mining easements for utilitiessuch as power transmission lines and water supply pipelines.  The necessary permits to provide sufficientsurface rights have been obtained for current operations at the property.

 

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Open pit miningis currently in Stages 5 and 5B of a 5-stage open pit mining plan. Stage 4 wascompleted in 2006, after which Stage 5 and stockpile ore became the principalore sources. During 2004, failure and erosion of soft mudstone material ontothe Stage 5 working bench hampered both development and ore production.  Remediation mining and buttressing stabilizedthis failure by way of the West Wall project which was completed during 2008. Open pit operations are expected to cease in 2017.Underground mining was recommenced in 2002, and is also expected to cease in2017. The mill will continue to process accumulated lower grade ore stockpilesthrough to 2022.

 

Due to a number of economic and social issues, thePorgera mine has a greater level of political and economic risk compared to manyof Barrick’s other operations.  Civildisturbances and criminal activities such as trespass, illegal mining, theftand vandalism have occasionally caused disruptions to operations at Porgera.

 

Illegal mining, whichinvolves trespass into the operating area of the mine, is both a security andsafety issue at the Porgera mine.  Theillegal miners from time to time have clashed with mine security staff and lawenforcement personnel who have attempted to move them away from thefacilities.  The presence of the illegalminers, given the nature of the mines’ operations, creates a safety issue forboth the illegal miners and Porgera employees and can cause disruptions to mineoperations.  The Porgera mine has, onoccasion, experienced delays in the granting of operating permits and licensesnecessary to conduct lawful operations. Although to-date there has never been an interruption to operations dueto an issue of this nature, if at any time in the future permits essential tolawful operations are not obtained or exemptions are not granted, there is arisk that the Porgera mine may not be able to operate for a period oftime.  All material permits to conductthe operation of the Porgera mine have been obtained and are in good standing.

 

Geology

 

Mineralization occurs within the Porgera intrusive complex, around themargins of, and within, the intrusive bodies. The mineralization is closelyassociated with three dominant structural trends. The zone of high grademineralization occurs within and adjacent to the Romane Fault (Zone VII), theHanging Wall Shear Zone (Zone VI) and the Footwall Splay Zone (Zone VIII).  Significant tonnages of moderate grademineralization also occur within the Footwall Diorite (to the north of ZoneVII) and the Eastern Deeps.

 

The Porgera Zone VII orebody is an epithermal style orebody hosted withinthermally metamorphosed sediments of the Cretaceous Chim Formation and theassociated Porgera Diorite Intrusive Complex of Miocene age. The known orebodyextends for up to 930 meters along strike. The maximum width across strike is100 meters, but the width is commonly no more than 20 to 30 meters.  The intrusive diorite complex has many individualstocks and dykes. The rocks are competent however they tend to be brittle, andin the vicinity of the orebody, are extensively veined and brecciated. Theintrusive bodies tend to be concentrated towards the footwall of thedeposit.  Underground mining continues toprogress along extensions to the orebody at depth.  Open pit mining generally targets theintrusive bodies in the footwall as well as remnant ore around previously minedstopes.

 

Four precious metal associations have been recognized as part of themineralizing events:. auriferous pyrite, sphalerite, galena; coarse euhedralauriferous pyrite; fine anhedral, auriferous, arsenical pyrite; and gold,electrum.

 

The fourth association is the source of the exceptionally high goldgrades found in the deposit. Although a portion of the gold is free, themajority occurs as submicroscopic gold intimately associated with anddisseminated throughout pyrite.

 

The projectedmine life of Porgera is 13 years.

 

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Miningand Processing

 

The Porgera deposit iscurrently being extracted using open pit and underground mining methods.  In 2008, mill feed, on a tonnage basis, wassourced 88% from open pit and run ofmine stockpiled ore, and 12% fromunderground.  Underground ore accountedfor 29% of the contained gold in mill feed.

 

Open pit mining is currentlydirected at pit stages 5 and 5B by way of a typical hard rock operationutilizing 10 meter benches. Utilizing conventional mining equipment, the openpit operations has a nominal mining production capacity of approximately 40million tonnes per annum.

 

Mill feed material from theopen pit will be direct feed to crusher (at an elevated cut off grade) whenpossible. Long term stockpile material will be used to supplement crusher feedas required. Low grade material mined from the open pit will be stockpileduntil end of mine life, when it will be processed.

 

The underground minecomprises four zones that are accessed using a general-purpose decline fromsurface. The mine is a highly mechanized bulk mining operation.  The Central Zone is predominately a verticalore body where production is expected to be completed in early 2009.  The North Zone dips at 55 to 70 degrees andis mined using predominantly a down hole bench retreat method, with sublevelsreduced to 25 meter intervals due to the dip of the ore body. Some isolatedareas of the ore body that are wide will be mined using a transverse miningmethod. Up hole retreat mining will be used to recover crown pillars. EasternDeeps will be mined using a down hole bench retreat mining method at 30 meterlevel intervals. Production rates in the Eastern Deeps have been limited todate owing to ventilation constraints, geotechnical challenges and difficultmining due to complex geology and structure. East Zone mining will be dependent on paste fill due to the dip of theore body, at 45 to 50 degrees, and ground support concerns.

 

Currently open stopes are filled with unconsolidateddevelopment waste, and cemented aggregate in strategic locations to createcrown pillars.

 

Development of a Twin Decline has commenced toprovide both long term access to the underground and provide replacementventilation airways.  These declines aredesigned at increased dimensions to the existing drives to accommodate largertrucks.

 

The mill has undergone several stages ofimprovement and expansion.  Aconcentrator and leach/carbon-in-pulp (“CIP”) circuit commenced operation in1990, producing gravity concentrate and sulphur flotation concentrate forleaching to recover gold and silver.  Apressure oxidation circuit was added to allow the processing of the sulphideflotation concentrate and previously stockpiled concentrate.  Gold liberated by pressure oxidation isrecovered through a CIP cyanide leach circuit, followed by site refining intodoré.  In 1996, a second semi-autogenousmill and large ball mill was added, increasing nominal mill throughput from10,000 tonnes per day to 17,700 tonnes per day.

 

Themain water supply for the mine is the Waile Creek Dam, located approximately 7kilometers from the mine. Water for the grinding circuit is also extracted fromKogai Creek, which is located adjacent to the grinding circuit. The mineoperates four water treatment plants for potable water and five sewagetreatment plants.

 

Porgera’s principal sourceof power is supplied by a 73-kilometre transmission line from the gas fired andPJV-owned Hides Power Station. The station has a total output of 62 megawatts.A back up diesel power station is located at the mine and has an output of 13megawatts. The average power requirement of the mine is about 60 megawatts.

 

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Environment

 

The PJV runs an extensive environmentalmonitoring program to ensure compliance with the requirements of itspermit.  All requisite licenses andpermits are kept in good standing.

 

The Porgera mine is locatedin extremely rugged mountainous terrain, subject to seismic activity, highrainfall and landslides. Competent waste rock is stored in two stable wastedumps, to the south (Kogai stable dump) and east (Anawe North stable dump) ofthe open pit. In addition, there are two erodible dumps containing soft,incompetent waste rock, Anjolek and Anawe.

 

A tailings impoundment wasconsidered to be very difficult in the Porgera environment and the risk of anengineering failure was assessed to be very high. Therefore, the PNG Governmentapproved riverine disposal as an appropriate method for treated tailing andincompetent waste rock under the circumstances that exist at the particularsite.  Since the acquisition, Barrick hasbeen reviewing alternatives to mitigate the effects of waste disposal practiceswhich it is currently planning to finalize.

 

PJVimplemented an extensive riverine monitoring program in 1984 and this hascontinued to the present.

 

At December 31, 2008, the recordedamount of estimated future reclamation and closure costs that were also assetretirement obligations, as defined in FAS 143 (as described in Note 22 to the ConsolidatedFinancial Statements), for the property was $42.6 million.

 

Exploration,Drilling and Analysis

 

Exploration work in 2008concentrated on increasing underground inferred resources at Lower East Zoneand Lower North Zones, in addition to testing a number of exploration targetsin the mine environment. This led to exploration success at the Project X andAHD targets.

 

The 2009 to 2010 explorationprograms have been designed based on a review of current in mine explorationtargets by ranking them based on their accessibility from existinginfrastructure and their respective economic benefits. A primary objective wasto schedule future exploration and development activities on known and emergingtargets so that gold production is optimised with respect to the life of mineproduction schedule.

 

The drill programs weredesigned based on exploration success at Lower North and East Zones, Project Xand AHD.  Rough cut economic anddevelopment evaluations are due for completion before year end. Objectives atthe other targets are to define inferred resources or to obtain a discoveryintersection.

 

In addition to the above,Barrick Exploration PNG will continue the Porgera Deeps program exploring forthe presence of high grade gold mineralization well below the currentunderground mine development. Targeting will be focused at the intersection ofproven gold bearing structures within favorable host rocks. The first suchtarget to be tested will be the intersection of the Romane Fault Zone and theTawisikali — Project X structure.

 

The drill hole database forPorgera consists of some 7,100 drill holes and 1,200,000 meters of drillingthat includes underground and surface diamond drill core.  Face sampling and reverse circulationpercussion drill samples are also included in the database.

 

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Drill core sample securitywas maintained throughout the year with geological supervision of transport ofthe core from the drill site, through to the logging facility and to theon-site NATA (National Association of Testing Authorities) accredited assaylaboratory.

 

Open pit delineation andexploration drilling is, on average, on a 30 by 50 meter pattern spacing. Classification of open pit resources isbased on kriging variance. Underground reserves are classified as measured onlywhen bracketed by silled out openings. Indicated resources require a minimum of 30 by 30 meter drill spacing,which is generally tightened to 15 by 15 meter prior to committing majordevelopment.

 

Whole coresamples are taken over two meterdown-the-hole intervals for the entire drill hole except in the Central Zone,North Zone and East Zone where the sampling interval was decreased to 1 meterintervals to increase the sample density and geology detail for undergroundmineral resource evaluation. Half core is kept for one or two holes per sectionand all pulps are kept. All holes are logged for lithology, alteration,fractures, mineralization and structure.

 

Drilling,sampling, analysis, data stewardship, orebody modeling, and mine planning arecarried out in accordance with industry standards. Regular internal auditing ofthe mineral reserve and mineral resource estimation processes and proceduresare conducted.  The sampling andanalytical methods are believed to be appropriate for the style and type ofmineralization.  Databases used togenerate the geological models and mineral resource estimates have beenverified by mine geological staff.  Regular internal auditing of the mineral reserve and mineralresource estimation processes and procedures are conducted.

 

Royalties

 

Production bythe Porgera mine is subject to a 2% net smelter royalty payable to the NationalGovernment Department of Mining, which is then distributed to the EngaProvincial government, the Porgera District Authority and local landowners.

 

Production Information

 

Thefollowing table summarizes certain production and financial information for thePorgera mine (Barrick’s proportional share) for the periods indicated:

 
| ** **                                | ** ** | **Year ended  December 31, 2008** | ** ** | **Year ended**

**December 31, 2007 (2)** | ** ** |
|-------------------------------------------|------------|--------------------------------------------------|------------|---------------------------------------------------------------|------------|
| Tons mined  (000’s)                  |       | 45,534                                           |       | 40,870                                                        |       |
| Tons of ore  processed (000’s)       |       | 6,334                                            |       | 4,995                                                         |       |
| Average  grade processed (ounces per ton) |       | 0.116                                            |       | 0.114                                                         |       |
| Ounces of  gold produced (000’s)     |       | 627                                              |       | 487                                                           |       |
| Average  total cash costs per ounce (1)   |       | $                                                | 417        |                                                          | $          | 426 |   |
|                                           |            |                                                  |            |                                                               |            |  |  |

 

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(1)   For an explanation of totalcash costs per pound, refer to “Non-GAAP Financial Measures — Total Cash Costs”.

(2)   Barrick increased its interest in the Porgeramine from 75% to 95% in August 2007.

 

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****

 

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** **

**EXPLORATION, DEVELOPMENT AND BUSINESSDEVELOPMENT**

** **

Barrickhas historically grown its reserve base through a combination of acquisitionsand an exploration strategy that includes a district development program, whichfocuses on exploration in and around its operating properties, as well as anearly-stage exploration program. Barrick believes there is a higher probabilityof finding new mineral reserves around existing mines. Once found, these newreserves can be developed more quickly and profitably due to existinginfrastructure.  Barrick is currentlyengaged in both district development in and early stage exploration in each ofits RBUs as well as early-stage exploration in certain other countries where itdoes not currently have operations.

 

Explorationis directed from Barrick’s head office in Toronto and is conducted through itsRBUs****and exploration offices around theworld.  Barrick utilizes state-of-the-arttechnology to explore deeper and in a more effective manner. Barrick uses newdeep-penetrating geophysical techniques and geological modeling to locate anddefine new targets.

 

TheCompany’s strategy is to maintain a geographic mix of projects at differentstages in the exploration and development sequence.  In 2008, Barrick spent $458 million on itsexploration, development and business development activities (2007 — $367million). Of the $216 million spent on exploration in 2008, approximately $69million was spent in North America, approximately $40 million was spent inSouth America, approximately $52 million was spent in the Australia Pacificregion and, approximately $18 million was spent in Africa.  Development expenditures, consisting of minedevelopment and non-capitalizable project costs, in 2008 totaled approximately$201 million (2007: $183 million). Business development costs in 2008 totaledapproximately $41 million (2007: $5 million). Capital projects/global exploration costs totaled approximately $25million (2007: $11 million).

 

Barrick’sstrategy for 2009 will focus on the replacement of production through acombination of exploration, corporate development and project development. In2009, Barrick expects to spend approximately $150 to $160 million onexploration, weighted towards near mine resource additions and reserveconversion, with approximately 40% of the total targeted for Nevada.  The budget for 2009 reflects a focus ontargets that have the potential to make near term contributions to Barrick’searnings and cash flow.** **In 2009, Barrick expects toexpense project costs of approximately $250 to $270 million for its share ofexpenditures.  In 2009,  Barrick’s expected project expenses areprimarily attributable to its commitment to complete the feasibility studiesfor its Reko Diq, Cerro Casale, Donlin Creek and Kabanga projects, as well asthe development costs associated with the extension of the mine life at GoldenSunlight.  As a result of the continueddevelopment of its more advanced projects, in particular, Pueblo Viejo, CortezHills and Pascua-Lama, partly offset by the expected completion of the BuzwagiProject, Barrick expects 2009 capital expenditures to increase from 2008.  For 2009, Barrick expects to spendapproximately $1.3 to $1.5 billion on capital expenditures for itsprojects.  Certain of Barrick’s currentprojects, which are at various stages of development, are described below.

 

The Buzwagi project is located within thehighly prospective Lake Victoria Greenstone Belt in Tanzania on excellentterrain, which is relatively flat, open land. This has simplified 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.  Inaddition, Buzwagi has the best access to infrastructure of all of Barrick’sTanzanian properties.  A paved roadconnects the site to a rail line that passes only 40 kilometers from theproperty.  In 2007, the project’s MineDevelopment Agreement and Environmental Impact Assessment (“EIA”) were approvedby the Tanzanian government.   In August 2007,Barrick commenced construction, which, at year-end, was approximately 90%complete.  Pre-production capital cost isestimated at $400 million (excluding capitalized interest).  Buzwagi is currently expected to commenceproduction in the second quarter of 

 

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2009.  Buzwagi is expected toproduce approximately 200 thousand ounces in 2009 at total cash costs ofapproximately $320 to $335 per ounce.

 

Uponthe federal Bureau of Land Management issuing a Record of Decision in November 2008,Barrick began construction at its Cortez Hills expansion project.  Subject to satisfactory resolution of pendinglitigation (see “Legal Matters — Legal Proceedings”), Cortez Hills is expectedto commence production in the first quarter of 2010.  The expanded Cortez operation (existingoperations plus the Cortez Hills expansion project) is expected to have averageproduction of approximately 1 million ounces at total cash costs ofapproximately $350 to**$**400 per ouncein its first full five years of production.  Total cash costs in thecurrent plan reflect the inclusion of incremental lower grade heap leach orefrom the Pipeline pit due to a higher gold price assumption, and the associatedcosts for labor and consumables.  The project involves the development of two adjacentdeposits — Cortez Hills and Pediment. The project will be developed as two open pits with part of the depositto be mined by underground mining methods. In 2007, Barrick substantiallycompleted the detailed engineering for the project and spent approximately $88million (100% basis) on mining equipment and engineering for projectinfrastructure.  In addition tothe original scope of work, Barrick accelerated the project’s undergrounddevelopment schedule. To date, Barrick has spent approximately $30 million, andexpects to spend an additional approximately $90 million advancing undergrounddevelopment in 2009.  Total construction costs currently remain in line withthe pre-production capital budget of approximately $500 million. The Cortezproperty continues to demonstrate significant exploration potential.  As a follow up to the successful 2008 workprogram, Barrick plans to spend approximately $18 million on exploration at theCortez property, with a total of seven rigs being committed to this extensive,underexplored property in 2009.  In the fourth quarter of2008, a number of opponents of the Cortez Hills expansion filed suit in theUnited States District Court for the District of Nevada seeking to overturn theBureau of Land Management’s approval of the Cortez Hills project onenvironmental and religious grounds. The plaintiffs unsuccessfully sought toenjoin construction of the project pending the consideration of their claims.The District Court’s denial of the requested injunction is currently beingappealed.  For details regarding Barrick’s acquisition of the remaining 40% ofCortez Hills, see “General Information — Transactions — Acquisition of Additional40% Interest in Cortez Property”.

 

InMay 2006, a shareholders’ agreement with Goldcorp Inc. (“Goldcorp”) wasfinalized, which established Barrick as the 60% owner and operator of thePueblo Viejo project.  Goldcorp owns a40% interest.  The Pueblo Viejo projectis located in the Dominican Republic, 15 kilometers southwest of the provincialcapital of Cotui and approximately 100 kilometers northwest of the nationalcapital, Santo Domingo. In February 2008, Barrick submitted a feasibilitystudy and provided a project notice to the Government of the Dominican Republicthat it plans to proceed with development of the Pueblo Viejo project.  Since March 2006, Barrick has updatedcapital costs estimates, re-evaluated the process flowsheet, worked onoptimizing the project and carried out an exploration program.  In 2007, exploration drilling resulted in anew discovery at Monte Oculto and a significant resource increase.  The project has substantial powerrequirements due to high levels of sulphur contained in the ore and Barrick isinvestigating long-term options for the sourcing of power.

 

In 2008, the demolition ofexisting facilities at Pueblo Viejo was completed, major contractors wereengaged, long lead items were secured, delivery of the mining fleet commencedand activities relating to government and community relations and environmentalpermitting for the mine continued. In addition, heavy fuel oil power for themine was also secured.

 

Pueblo Viejo project’spre-production capital cost is estimated at approximately $2.7 billion(excluding capitalized interest and on a 100% basis).  An additional $300 million will be spent tocomplete a phased expansion of the project to a throughput rate of 24,000tonnes per day.  Barrick expects to funda portion of Pueblo Viejo’s pre-production capital requirements throughnon-recourse project 

 

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financing and is in active discussions with agroup of export credit agencies and commercial banks to put in place $1 billionof project financing, including Goldcorp’s share, which covers a portion of thetotal capital cost of the project.  Pueblo Viejo is currently expectedto commence production in the fourth quarter of 2011.  Barrick’s 60% share of annual gold productionin the first full five years of operation is expected to be approximately 600to 650 thousand ounces at total cash costs of approximately $275 to $300per ounce.  Barrick’s 2009 objectives include thedetailed design, earthworks and concrete execution works, the provision ofsupport services for government relocation efforts and permit approvals for theexpansion.  Significant efforts will bemade in the area of procurement to ensure the timely deliveries of materialsand equipment.

 

ThePascua-Lama property is located in the Frontera District in Chile’s Region IIIand Argentina’s San Juan Province. It straddles the Chile-Argentina border andis approximately 150 kilometers southeast of the city of Vallenar, Chile, 380kilometers by road northwest of the city of San Juan, Argentina andapproximately 10 kilometers from the Veladero mine. The total project areaconsists of approximately 45,500 hectares in Chile and Argentina.  Access to the property is pursuant to acombination of public highways and private roads from both Vallenar, Chile andSan Juan, Argentina.

 

The Pascua-Lama project has been designed asan open pit mine, centered at an elevation of 4,800 meters. The project willproduce both oxide and sulphide ores. The Pascua-Lama project has received EIAapproval from appropriate authorities in Chile and Environmental ImpactStatement (“EIS”) approval from the San Juan, Argentina, provincialenvironmental regulatory authority. Having obtained approval of the EIS, Barrick will also need to obtainvarious sectoral permits for the construction and operation of the project.

 

In2006, Pascua Lama’s feasibility study was updated, including capital andoperating costs, from the estimates that were previously completed in June 2004.  In 2008, themajority of remaining key sectorial permits, including water rights, weregranted by the government of the San Juan Province in Argentina.  In 2009, Barrick will continue its efforts with respect to community/governmentrelations, permitting, protocol implementation and tax stability.  Work is ongoing, including, projectoptimization, to finalize project economics. Commencing project construction is contingent on the resolution of certainexternal issues such as permitting, protocol implementation and the governmentsof Chile and Argentina resolving certain remaining regulatory, fiscal, taxationand royalty matters.  The timing ofresolution of these matters, royalties and currency fluctuations are largelybeyond Barrick’s control and may impact on the expected timing and anticipatedcost of development and operation of the project.

 

In2007, through its acquisition of Arizona Star, Barrick acquired a 51% interest in the Cerro Casale deposit in Chile (see“General Information — Transactions”). Kinross owns the remaining 49% of the Cerro Casale deposit.  Barrick and Kinross are inthe process of negotiating a more definitive shareholder’s agreement that willgovern the joint venture.  Thepre-feasibility study has been completed and the full feasibility study iscurrently expected to be completed by the end of the third quarter of 2009.

 

TheDonlin Creek project is a large refractory gold deposit located in SouthwesternAlaska.  In December 2007, Barrickentered into an agreement with NovaGold Resources Inc. (“NovaGold”) to form ajointly owned limited liability company on a 50/50 basis to advance theproject.  Pre-permitting activities areunderway concurrent with the updating of the feasibility study, expected to becompleted in 2009.

 

In2006, Barrick acquired a 50% interest in Atacama Copper Pty Ltd., which in turnhas a 75% interest in the Reko Diq project in Pakistan and associated mineralinterests.  Reko Diq is a largecopper-gold porphyry mineral resource located in southwest Pakistan in theprovince of Balochistan.  In 2008,the project’s drill program continued, with a feasibilitystudy currently scheduled for completion in 2009.

 

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Sedibelois a large platinum deposit located in South Africa.  In 2008, following the completion of thefeasibility study, Barrick obtained the necessary regulatory approval enablingthe transfer to Barrick of its initial 10% stake in the property. As operatorof the project, Barrick has the right to earn up to an additional 55% interestin the project once a decision to construct a mine has been made.  Barrick is currently reviewing the projecteconomics and timelines for the Sedibelo project with a view towards optimizingits development schedule in light of the significant change in the metalprices.  Barrick will also need toconsider the views of its partner on the project.

 

Fedorovais a large, near surface, palladium and platinum project with nickel, copperand gold by-products located in the Kola Peninsula of the RussianFederation.  Barrick owns 50% (with anearn-in right to 79%) of Fedorova and is the project operator.    Barrick is currently reviewing the projecteconomics and timelines for Fedorova with a view towards optimizing itsdevelopment schedule in light of the market environment.  Barrick will also need to consider the viewsof its partner on the project.

 

Barrickis party to a joint-venture agreement with Xstrata Plc (“Xstrata”) with respectto the Kabanga nickel deposit and related concession in Tanzania.  During 2008, Xstrata earned its 50% interestin the project under the earn-in agreement. The project’s feasibility study is currently expected to be completed in2009.  Barrick is currently reviewing theproject economics and timelines for Kabanga with a view towards optimizing itsdevelopment schedule in light of the market environment.  Barrick will also need to consider the viewsof its partner on the project.

 

**ENVIRONMENT AND CLOSURE**

** **

TheCompany’s mining, exploration and development activities are subject to variouslevels of federal, provincial or state, and local laws and regulations relatingto protection of the environment, including requirements for closure andreclamation of mining properties (see “Legal Matters — Government Controls andRegulations”). Barrick’s investment in environmental management systems isaimed at reducing exposure to financial risk by eliminating or mitigatingenvironmental risks as they are identified. The governance aspects of Barricksystems are designed to inform management early enough to respond to risks asthey arise.

 

Barrickhas a policy of conducting environmental audits of its business activities on aregular and scheduled basis, in order to evaluate: compliance with applicablelaws and regulations; permit and license requirements; company policies andmanagement standards including guidelines and procedures; and adopted codes ofpractice.  At present, all operatingmines and selected project sites are subject to annual audits.  Closure sites and exploration activities havenot been audited generally since 2005, when the Company elected to focus onexisting Barrick and newly acquired Placer Dome operating sites.  Closure sites and project sites not auditedsince 2005 will be subject to environmental audits beginning in 2009 and/or2010.  Exploration activities are alsocontemplated for audit activities beginning 2009.  A committee of Barrick’s Board of Directorsreviews the Company’s environmental policies and programs and oversees Barrick’senvironmental performance.

 

In2005, Barrick became a signatory to the United Nations (“UN”) Global Compact,which represents the world’s largest voluntary corporate citizenshipinitiative.  Among its principles, the UNGlobal Compact encourages businesses to support a precautionary approach toenvironmental challenges, undertake initiatives to promote greaterenvironmental responsibility, and encourage the development and diffusion ofenvironmentally friendly technologies.

 

Toprovide further guidance toward achieving its environmental objectives, Barrickdeveloped an Environmental Management System Standard (“EMSS”) in 2005.  Each mine will be required to becomecompliant with designated elements of the EMSS in 2010, by which time fullcompliance must be 

 

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achieved.  Most Barrick mines arealready substantially compliant with the EMSS by virtue of their existingsystems. For example, Zaldívar, LagunasNorte, Veladero and Pierina are ISO 14001 certified.  All Barrick facilities havestaff and systems in place to manage our regulatory and permit obligations.

 

Eachyear, Barrick issues a Responsibility Report that outlines its environmental,health and safety and social responsibility performance for the year.

 

During2008, there were no material notices of violations, fines or convictionsrelating to environmental matters at any of the Company’s operations.

 

Aspart of Barrick’s goal to minimize the impact on the environmental and socialaspects of the location, it develops comprehensive closure and reclamationplans as part of its initial project planning and design.  If it acquires a property that lacks aclosure plan, Barrick requires preparation of a closure plan.  The Company periodically reviews and updatesclosure plans to account for additional knowledge acquired in respect of aproperty or for changes in applicable laws or regulations. The Company hasestimated future site reclamation and closure obligations, which it believeswill meet current regulatory requirements. See Notes 2 and****22of the Notes to the Consolidated Financial Statements.

 

 The Company’s operating facilities have beendesigned to mitigate environmental impacts. The operations have processes, procedures or facilities in place tomanage substances that have the potential to be harmful to theenvironment.  In order to prevent andcontrol spills and protect water quality, Barrick utilizes multiple levels ofspill containment procedures and routine inspection and monitoring of itsfacilities.  The Company also has variousprograms to reuse and conserve water at its operations.  In order to mitigate the impact of dustproduced by its operations, Barrick uses several different dust suppression techniquesat its properties.  The Companyalso installs air pollution controls on air pollution point sources, such asroaster and autoclave stacks, that meet or exceed applicable legalstandards.  The Company has alsoimplemented safeguards at its properties that are designed to protect wildlifein the surrounding areas.  Suchsafeguards include fencing and netting or other coverings of ponds and tanks,bird hazing techniques, such as mechanized scarecrows or noisemakers, and theestablishment of alternate water sources and habitats for wildlife.

 

Certainof the Company’s operating properties handle ore or rock which has thepotential to be acid generating, and hence has the potential to contaminatewater by the leaching of metals and salts. Other operating properties lack acidgenerating potential, but still present the potential for leaching of certainsalts, such as sulfates, or metalloids, such as arsenic, by water that mightrun off of the property.  The Company hasimplemented programs to manage the handling of ore and rock to reduce thepotential for contamination of surface or groundwater by either acid or neutraldrainage. Such procedures include segregation of rock with potential forleaching, containment systems for the collection and treatment of drainage andreclamation and closure steps designed to minimize water infiltration andoxygen flux.  Where necessary, the Companyinstalls and operates water treatment facilities to manage drainage.

 

Mostof the Company’s operating properties use cyanide.  Those facilities are designed and constructedto prevent process solutions from being released to surface water orgroundwater.  Typically, those facilitiesinclude leak detection systems and have the ability to collect and treat seepage thatmay occur.  The tailings storagefacilities are typically fenced and process ponds are typically netted or otherprocedures implemented to deter access. In September 2005, the Company became a signatory to theInternational Cyanide Management Code (“Code”), which is administered by theInternational Cyanide Management Institute (the “ICMI”).  The ICMI is an independent body that wasestablished by a multi-stakeholder group under the auspice of the UnitedNations Environmental Programme. The Code establishes operating standards formanufacturers, transporters and mines and provides for third-partycertification of facilities’ compliance with the Code.  Under the Code, each of the mines that usecyanide 

 

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must receive a third party certification inspection. The Company listedall of its mines that use cyanide for Code certification.  Placer Dome also became a signatory to theCode in 2005.   All former Placer Domesites, except Golden Sunlight and Henty, which have limited mine life, havebeen designated for Code certification. Barrick’s Goldstrike, Bald Mountain, Ruby Hill, Cortez, Pierina, LagunasNorte, Veladero, and Cowal Mines and the Marigold and Round Mountain jointventures have been certified.  While theCompany believes that most of its remaining operations that use cyanide arealready substantially in compliance with the Code, it will incur expensesachieving full Code compliance at the remaining operations.

 

Certain of the Company’s operations sell themercury captured by their air pollution control devices.  The Company is committed to the operation ofstate-of-the-art controls on all sources of mercury emissions.  Site specific management procedures formercury handling, monitoring and transportation exist at each of the operationsthat produce mercury as a co-product. Further, employees receive training inthe safe use and proper management of cyanide, mercury and other hazardousmaterials.  The facilities have institutedhandling and shipping procedures designed to minimize the risk of spills.  All of the mercury is sold to licensedfacilities in the United States.

 

**FINANCIAL RISK-MANAGEMENT**

** **

*Forward Sales Program*

 

The Company has operations in eight principal countrieswhich produce gold and/or copper, as well as other minerals such as silver. The Company’s activities expose it toa variety of market risks, including risks related to the effects of changes ingold and copper prices and the price of certain other metals. This financialexposure is monitored and managed by the Company as an integral part of itsoverall risk-management program. The Company’s risk-management program hashistorically focused on the unpredictability of commodity and financial marketsand used financial instruments and forward sales contracts to mitigatesignificant, unanticipated earnings and cash flow fluctuations that may arisefrom volatility in commodity prices. Price fluctuations in gold and othermetals could cause actual cash inflows from the sale of production to differ fromanticipated cash inflows.

 

*Gold  Sales*

 

For most of Barrick’s history, gold forwardsales were a significant element in providing the Company with relativelystable revenue that helped fuel its growth. In 2002, Barrick began totake steps to simplify and reduce the size of its gold forward sales program.With the Company’s positive outlook for the gold price, continued lowhistorical interest rates (which may lead to lower forward sales pricepremiums) and Barrick’s strong financial position, the Company has managed theprogram 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 newounces to its gold forward sales program. In early 2007, the Company eliminated its remaining gold forward salescontracts not specifically allocated to its projects’ future goldproduction.  In 2008, Barrick’s goldproduction was delivered into the spot market. The Company realized an average price of $870 per ounce compared withthe average London P.M. Fix for the year of $872 per ounce. In comparison, for 2007, the Company realized anaverage gold price of $619 per ounce compared with the average London P.M.Fix for the year of $695 perounce.

 

In2007, in anticipation of building its projects, the Company allocated 9.5 million ounces of gold forward salescontracts specifically to its projects’ future gold production (“Project GoldSales Contracts”). The Company allocated these contracts as part of a strategyto help reduce gold price risk at its projects and provide price support forany future financing.  As at December 31,2008, the Project Gold Sales Contracts included 4.2 million ounces of floatingspot-price gold forward sales contracts, at 

 

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spot prices less an average fixed-price adjustment of $529 perounce.  Based on a gold price of $870 per ounce, the negative mark-to-marketvalue of the Project Gold Sales Contracts was approximately $4.9 billion as at December 31,2008.

 

Barrick’sgold and silver forward sales contracts represent agreements to sell gold andsilver on a delivery date in the future. Barrick delivers actual physicalproduction to satisfy the obligations under these contracts. Barrick may, atits discretion, choose to deliver gold or silver production against any gold orsilver forward sales contract in advance of the contract’s termination date.

 

Therights and obligations under Barrick’s gold forward sales contracts are set outin master trading agreements (“MTAs”) executed with various counterparties. Inmost cases, under the terms of the MTAs, the period over which Barrick isrequired to deliver gold is extended annually by one year, or kept “evergreen”,regardless of the intended delivery dates, unless otherwise notified by thecounterparty. As a result, as each year passes, the termination date of mostMTAs is extended into the future by one year. In 2008, three counterparties,representing approximately 1.48 million ounces of the approximately 9.5 millionounces of gold, notified Barrick that they would not be extending thetermination date by one year on the basis of credit conditions. All of thetermination dates under these MTAs were 10 years or longer, which allows for acurrent/final termination date of 2017 or later.

 

Theselling price under a gold forward sales contract is based on the forward priceof gold at the future delivery date, which Barrick believes is essentially afunction of the spot gold price on the date the contract is entered into plus apremium (commonly referred to as “contango”) through the future deliverydate.  U.S. dollar interest rates, goldlease rates, credit spreads relating to both the counterparties and Barrick’scredit quality, and the economic impact on the counterparties associated withfunding Project Gold Sales Contracts with negative mark-to-market balances, mayhave a material impact on the difference between the forward gold price overthe current spot price, and, ultimately, the realized price under the ProjectGold Sales Contracts.  Low U.S. dollarinterest rates, higher gold lease rates and an increase in the credit spreadscompared to the prior year have caused some of the Project Gold Sales Contractsto be in backwardation (i.e. the premium is negative) when rates were reset,resulting in a decrease in Barrick’s average realized price under these ProjectGold Sales Contracts and, if these conditions continue, additional Project GoldSales Contracts may go into backwardation when rates are reset, resulting in adecrease in Barrick’s average realized price under these Project Gold SalesContracts.

 

Assuminga constant spot gold price of $870 per ounce and resetting contracts withcurrent interim delivery dates in 2009 and 2010 to the end of 2010, Barrick hasestimated that the impact on the Project Gold Sales Contracts position as at December 31,2008 of a continuation of present unusual market conditions for U.S. dollarinterest rates, credit spreads and gold lease rates in existence as at December 31,2008 would lead to a decline in the weighted average future contract price byapproximately $4 per ounce in 2009 and approximately $15 per ounce in 2010 onthe entire position.  As at December 31,2008, Barrick has no significant exposure to gold lease rates, and about onethird of the Project Gold Sales Contracts are exposed to U.S. dollar interestrates and credit spreads.

 

Barrickdiversifies its gold forward sales contracts across a number of counterparties,limits exposure to individual counterparties and regularly monitors itscounterparties’ credit ratings. Barrick spreads out the delivery dates undersuch contracts so as to have more production than is required to be deliveredinto such contracts at any given time.

 

ForBarrick’s Project Gold Sales Contracts, the insolvency of a counterparty could,in certain circumstances, lead to a requirement to settle transactions betweenBarrick and the insolvent counterparty and may ultimately require the paymentof a net amount by Barrick to the counterparty. In determining the amounts owing as a consequence of any suchsettlement, Barrick would be entitled to claim contractual damages suffered bythe Company as a result of a counterparty default.  These damages could

 

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include the costs of effecting replacement trades with othercounterparties that would put Barrick in the same position as Barrick wouldhave been if the insolvent counterparty had not defaulted.  A settlement caused by a counterpartyinsolvency event would not trigger any cross-defaults under Barrick’s otherfinancial instruments.

 

As at December 31, 2008, no counterparty had inexcess of 10% of Barrick’s total ounce or mark-to-market position. Subsequentto December 31, 2008, one counterparty represented 13% of themark-to-market and total ounce position due to an assignment of anothercounterparty’s position. Through December 31, 2008, none of thecounterparties with which Barrick held outstanding contracts had declaredinsolvency. In the event of a potential counterparty default due to insolvency,Barrick would seek to have the contract reassigned to an alternativecounterparty that is better able to perform under the contract. In certaincircumstances, Barrick has been able to assign contracts to alternativecounterparties to manage counterparty risk, and it expects that it will be ableto continue to do so to the extent creditworthy counterparties are willing totake on assigned contracts.

 

Depending on market conditions and other factors,Barrick may choose to deliver a portion of its gold production into its goldforward sales program at prices that are below the spot price. There can be noassurance that Barrick will be able to achieve in the future realized pricesfor gold that exceed the spot price as a result of its gold forward salesprogram. If Barrick chooses to deliver a portion of its gold production intoits Project Gold Sales Contracts at prices that are below the prevailing spotprice, it would incur an opportunity loss on those sales.

 

For a summary of the Company’s future gold sale anddelivery commitments and associated risks, see Notes 5 and 20 of the Notes tothe Consolidated Financial Statements for the year ended December 31,2008, pages 37 to 38 and 58to 61 of the Company’s Annual Report — Financial Report 2008 to Shareholdersfor the year ended December 31, 2008 and “Risk Factors”.

 

*Copper Sales*

 

In early October 2006, Barrick issued $1billion 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 ofapproximately 324 million pounds of copper. The terms of the Notes result in an embedded fixed-price forward coppersales contract. Under the terms of the Notes, as at December 31, 2008,Barrick will receive $3.08****per pound fora total of 53 million pounds of copper sales in 2009.  In connection with these embedded contracts,in 2007, Barrick entered into a call option transaction whereby it is able toparticipate in stronger copper prices of up to $3.58 per pound, whilemaintaining a floor price of $3.08 per pound. As at December 31, 2008, the notional amount of these optionsoutstanding was 53 million pounds of copper.

 

During 2008, Barrickadded copper forward and collar contracts to economically protect its 2009copper production from declines in LME spot prices.  At copper spot prices between $1.57 and $2.01per pound, Barrick expects to realize an average minimum price of $3.03 perpound.  On approximately half of Barrick’sproduction, it is exposed to a decline in the market prices below $1.57 perpound and has upside participation above $2.01 per pound through buying callsthat allowed Barrick to lock in gains from $3.03 to $2.01 per pound and sellingputs to finance these calls.

 

  *Currency,Interest Rate and Other Commodity Hedge Programs*

 

The Company also monitors and manages exposuresrelated to fluctuations in currencies, interest rates and other commodityprices. Currency risk mainly arises on non-U.S. dollar cash expenditures at the

 

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Company’s Australian, Canadian, South American and Papua New Guineanmines that are denominated in local currencies. Interest rate risk mainlyrelates to interest income receipts on cash balances and interest payments onvariable-rate debt obligations. Commodity price risk arises in respect ofcommodities such as copper produced at the Zaldívar****andOsborne mines, nickel, platinum and palladium at certain of its projects, andthe costs of electricity, acid, diesel fuel, natural gas and other inputsconsumed at each of the Company’s operations. The Company mainly uses forwardexchange contracts, interest rate swaps and forward commodity contracts****to mitigate the impact of volatility incurrency exchange rates, interest rates and commodity prices on its business.

 

Over the last three years, Barrick’s currency hedgeposition has provided benefits in the form of hedge gains when contractexchange rates are compared to prevailing market exchange rates as follows:2008 — $106 million; 2007 — $166 million; and 2006 — $84 million. These gainsare recorded within Barrick’s operating costs. Barrick also recorded hedgegains as an offset to corporate administration costs as follows: 2008 — $11million; 2007 — $19 million; and 2006 — $14 million.  For 2009, Barrick’s average Australian andCanadian dollar hedge rates exceed the current market rates for these currencies.The average hedge rates vary depending on when the contracts were put in place.Barrick is approximately 95% hedged in 2009 for expected Australian andCanadian operating expenditures at exchange rates of $0.76 and $0.94,respectively. In addition, Barrick has hedged 90% of its expected 2010Australian operating expenditures at an exchange rate of $0.80. Assuming marketexchange rates remain at the December 31, 2008 levels of $0.70 and $0.82,Barrick expects to record opportunity losses of approximately $135 million in2009 (about $14 per ounce on total 2009 production), or approximately $100million for the Australian dollar and approximately $35 million for theCanadian dollar, which will primarily impact Barrick’s administration costs.

 

Barrick currently has futures contracts in placetotaling 5.1 million barrels of oil, which represents approximately 62% of itstotal estimated direct consumption in 2009 and 21% of its total estimateddirect consumption over the following four years. Those contracts are primarilydesignated for Barrick’s Nevada-based mines, and have an average price of $91per barrel.  In 2008, Barrick realizedbenefits in the form of fuel hedge gains on those contracts totaling $37million (2007: $29 million; 2006: $16 million), when contract prices werecompared to market prices. At a price of $42 per barrel of oil, Barrick expectsto realize opportunity losses of approximately $100 million in 2009 from thefinancial contracts.  In 2009, Barrick expectsBarrick Energy to produce about 1.4 million barrels of oil equivalent at a cashcost of about $29 per barrel. The combination of Barrick’s financial contractsand expected Barrick Energy production provides Barrick with an economic hedgeof 3.5 million barrels for 2009 at an average cost of $69 per barrel.

 

Barrick continues to enter into other financial andcommodity instruments to mitigate the effect of other risks that are inherentin its business, and also to take advantage of opportunities to secureattractive pricing for currencies, interest rates and other commodities.  For a summary of the derivative instrumentsused in the Company’s currency, interest rate and commodity hedge programs, seeNote 20****of the Notes to the ConsolidatedFinancial Statements.

 

*Oversight and Control Over Risk-ManagementActivities*

 

The Company’s financial risk-management activitiesare subject to the management, direction and control of its Finance Committeeas part of that Committee’s oversight of the Company’s investment activitiesand treasury function. The Finance Committee, which is comprised of threemembers of the Company’s Board of Directors, reports to the Board of Directorson the scope of the Company’s risk-management strategy (including the goldforward sales hedge program) and other activities. The Finance Committeeapproves corporate policy that defines the Company’s risk-management objectivesand philosophy relating to financial risk-management activities and providesguidance for financial instrument

 

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usage. The Finance Committee also approves hedging strategies that aredeveloped by management through its analysis of risk exposures to which theCompany is subject, and commodity, foreign exchange and interest rate marketanalysis from internal and industry sources. The resulting hedging strategiesare 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 treasuryfunction. A report on Barrick’s gold sales and hedge position, detailing thesize of the hedge position by contract type, diversification of the positionamong counterparties and each counterparty’s recent credit rating and thelatest fair value of each group of contracts, is prepared bi-monthly anddistributed to the Chief Financial Officer and the Chairman of the FinanceCommittee. The Finance Committee and the Board of Directors also receive areport on Barrick’s hedging and overall risk-management position at each oftheir regularly scheduled meetings.

 

Barrick maintains a separate compliance function toindependently monitor and record gold sales and hedging activities and achievesegregation of duties of personnel responsible for entering into hedgingtransactions from personnel responsible for recording and reportingtransactions. In addition, the Company’s Treasurer regularly monitors goldsales and hedging transactions entered into by the treasury group. Allconfirmations and settlements of transactions are processed and checkedindependently of the treasury group. Responsibility for entering into goldsales and hedging transactions is limited to a small group of experiencedtreasury personnel. Summaries of each individual transaction, setting out theterms of the transactions and the identity of the individual executing eachtransaction, are generated by the treasury group and delivered to thecompliance function on a daily basis. New transaction confirmations fromcounterparties are received directly by the compliance function and checkedagainst the documentation generated by the treasury group. Barrick has notentered into gold delivery commitments that are not covered by scheduledproduction.

 

**LEGAL MATTERS**

 

**GovernmentControls and Regulations**

 

The Company’s business is subject to various levelsof government controls and regulations, which are supplemented and revised fromtime to time.

 

In the U.S., certain of Barrick’s mineral reservesand operations occur on unpatented lode mining claims and mill sites that areon federal lands that are subject to federal mining and other public land laws.Changes in such laws or regulations promulgated under such laws could affectmine development and expansion and significantly increase regulatory obligationsand compliance costs with respect to exploration, mine development, mineoperations and closure and could prevent or delay certain operations by theCompany.

 

During 2007, the U.S. House of Representativespassed a bill that would amend the *General Mining Act of 1872*in the United States.  The bill would impose royalties of 4 to 8% onproduction from unpatented mining claims, as well as impose additional,potentially significant, costs and risks on mining companies seeking tooperate on such claims.  No similar bill was introduced in theSenate.  The 2007 bill was reintroduced in the House of Representatives in2009.  Again, no similar bill has beenintroduced in the Senate.  Consequently,the prospects for a revision of the *General Mining Act of 1872*in this session of Congress remain uncertain.

 

In 2002, asan emergency measure, Argentina adopted a 5% export duty on certainmineral products, including gold.  At the time, the duty wasdescribed as “temporary”.  Veladero’s export of gold dore is

 

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currently subject to thisduty.   It appears possible that the Argentinean government couldattempt to further increase the export duty rates or otherwise imposeadditional taxes or burdens on the Company’s mineral production as additionalrevenue enhancement measures.  Should export duties continue to be inplace at the time that the Company commences production from Pascua-Lama, onlyproduction from ore extracted in Argentina will be subjected to such duties.

 

In 2007, the Argentinean government issued rules toregulate the environmental damage insurance requirements set forth in theNational General Environmental Law, which applies to mining activities. It hasbeen recently regulated and the insurable risk has to be calculated followingthe procedures established under the regulation. Currently only one insurancecompany in Argentina provides this insurance. Barrick is reviewing the recentlyapproved regulations to assess its impacts.

 

The State of Nevada adopted new regulationsgoverning 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 andoperating costs at its operations in Nevada. In 2008, the U.S. Environmental Protection Agency (“EPA”) commenced arulemaking to govern mercury air emissions from gold mining operations.  It is uncertain what effect the EPArulemaking will have on the Nevada regulations, although it seems likely thatit will at least delay implementation of the Nevada regulations, or how an EPAregulation might differ from the Nevada regulation.

 

Barrick is unable to predict what additionallegislation or revisions may be proposed that might affect its business or whenany such proposals, if enacted, might become effective. Such changes, however,could require increased capital and operating expenditures and could prevent ordelay certain operations by the Company.

 

The variouslevels of government controls and regulations address, among other things, theenvironmental impact of mining and mineral processing operations. With respectto the regulation of mining and processing, legislation and regulations invarious jurisdictions establish performance standards, air and water qualityemission standards and other design or operational requirements for variouscomponents of operations, including health and safety standards. Legislationand regulations also establish requirements for decommissioning, reclamationand rehabilitation of mining properties following the cessation of operations,and may require that some former mining properties be managed for long periodsof time. In addition, in certain jurisdictions, the Company is subject toforeign investment controls and regulations governing its ability to remitearnings abroad.

 

The Companybelieves that it is in substantial compliance with all material currentgovernment controls and regulations at each of its properties.

 

**Legal Proceedings**

 

Set out below is asummary of potentially material legal proceedings to which Barrick is a party.

 

*Wagner Complaint*

 

On June 12, 2003, a complaint was filed againstBarrick and several of its current or former officers in the U.S. District Courtfor the Southern District of New York. The complaint is on behalf of Barrickshareholders 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’sprojected operating results and earnings in 2002. The complaint seeks anunspecified amount of damages. In November 2008, near the completion ofdiscovery,

 

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this matter was scheduled for trial in March 2009.  The trial date has since been adjournedbecause of a settlement in principle among the parties.  Under the terms of the settlement inprinciple, Barrick and the individual defendants would agree to settle thecomplaint for $24 million.  Efforts tofinalize the settlement and seek the necessary Court approval are ongoing.  No amounts have been accrued for anypotential loss under this complaint.

 

*Cortez Hills Complaint*

 

On November 12, 2008, the United States Bureauof Land Management issued a Record of Decision approving the Cortez HillsExpansion Project.  On November 20,2008, the TeMoak Shoshone Tribe, the East Fork Band Council of the TeMoakShoshone Tribe and the Timbisha Shoshone Tribe, the Western Shoshone DefenseProject, and Great Basin Resource Watch filed a lawsuit against the UnitedStates seeking to enjoin the majority of the activities comprising the projecton grounds that it violated the Western Shoshone rights under the ReligiousFreedom Restoration Act (“RFRA”), that it violated the Federal Land Policy andManagement Act’s prohibition on “unnecessary and undue degradation,” and thatthe project’s Environment Impact Statement did not meet the requirements of theNational Environmental Policy Act.  Theplaintiffs’ RFRA claim is based on the assertion that the project and adjoiningareas are sacred to certain Western Shoshone.  On November 24, 2008, the plaintiffs filed a motion for a temporaryrestraining order and a preliminary injunction barring work on the projectuntil after a trial on the merits.  Aftera four day hearing, on January 26, 2009, the Court denied the plaintiffs’motion for a preliminary injunction, concluding that the plaintiffs had failedto demonstrate a likelihood of success on the merits.  The plaintiffs have appealed that decision tothe United States Court of Appeals for the Ninth Circuit.

 

*Marinduque Complaint*

 

Placer Dome has been named the sole defendant in aComplaint filed on October 4, 2005 by the Provincial Government ofMarinduque, an island Province of the Philippines (“Province”), with theDistrict Court in Clark County, Nevada. The action was removed to the Nevada Federal District Court on motion ofPlacer Dome. The Complaint asserts that Placer Dome is responsible for allegedenvironmental degradation with consequent economic damages and impacts to theenvironment in the vicinity of the Marcopper mine that was owned and operatedby Marcopper Mining Corporation (“Marcopper”). Placer Dome indirectly owned a minority shareholding of 39.9% inMarcopper until the divestiture of its shareholding in 1997.  The Province seeks “to recover damages forinjuries to the natural, ecological and wildlife resources within its territory”,but “does not seek to recover damages for individual injuries sustained by itscitizens either to their persons or their property”. In addition to damages forinjury to natural resources, the Province seeks compensation for the costs ofrestoring the environment, an order directing Placer Dome to undertake andcomplete “the remediation, environmental cleanup, and balancing of the ecologyof the affected areas,” and payment of the costs of environmental monitoring.The Complaint addresses the discharge of mine tailings into Calancan Bay, the1993 Maguila-guila dam breach, the 1996 Boac river tailings spill, and allegedpast and continuing damage from acid rock drainage.

 

At the time of the amalgamation of Placer Dome andBarrick, a variety of motions were pending before the District Court, includingmotions to dismiss the action for lack of personal jurisdiction and for *forum non conveniens* (improper choice of forum).  However, on June 29, 2006, the Provincefiled a motion to join Barrick as an additional named Defendant and for leaveto file a third amended complaint.  The Courtgranted that motion on March 2, 2007. On March 6, 2007, the Court issued an order setting a briefingschedule on the Company’s motion to dismiss on grounds of *forum nonconveniens*.   Briefing wascompleted on May 21, 2007, and on June 7, 2007, the Court issued anorder granting the Company’s motion to dismiss. On June 25, 2007, the Province filed a motion requesting the Courtto reconsider its order dismissing the action. On January 16, 2008, the District Court issued an order denying theProvince’s motion for reconsideration. Following the District Court order, the Province filed a notice of

 

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appeal to the U.S. Court of Appeals for the Ninth Circuit.  Underthe briefing schedule established by the Court of Appeals, the Province’sinitial brief in the Appeal was filed on August 15, 2008, the Company’sresponsive brief was filed on September 15, 2008, and the Province’s replybrief was filed on October 15, 2008. Oral argument before the U.S. Court of Appeals occurred on March 10,2009.  Barrick will challenge theclaims of the Province on various grounds and otherwise vigorously defend theaction.  No amounts have been accrued forany potential loss under this complaint.

 

*Calancan Bay Complaint*

 

On July 23, 2004, a complaint was filed againstMarcopper and Placer Dome Inc. (“PDI”) in the Regional Trial Court of Boac, onthe Philippine island of Marinduque, on behalf of a putative class of fishermenwho reside in the communities around Calancan Bay, in northern Marinduque.  The complaint alleges injuries to health andeconomic damages to the local fisheries resulting from the disposal of minetailings from the Marcopper mine.  Thetotal amount of damages claimed is approximately $900 million.

 

On October 16, 2006, the Court granted theplaintiffs’ application for indigent status, allowing the case to proceedwithout payment of filing fees.  On January 17,2007, the Court issued a summons to Marcopper and PDI.  On March 25, 2008, an attempt was made toserve PDI by serving the summons and complaint on Placer Dome TechnicalServices (Philippines) Inc. (“PDTS”). PDTS has returned the summons and complaint with a manifestation statingthat PDTS is not an agent of PDI for any purpose and is not authorized toaccept service or to take any other action on behalf of PDI.  On April 3, 2008, PDI made a specialappearance by counsel to move to dismiss the complaint for lack of personaljurisdiction and on other grounds.  Theplaintiffs have opposed the motion to dismiss. A hearing on the motion to dismiss originally set by the trial court forNovember 27, 2008 was held March 11, 2009.  At the hearing the trial court requestedadditional briefing on the motion. No hearing for argument on this motion hasyet been set. The Company intends to defend the action vigorously.  No amounts have been accrued for anypotential loss under this complaint.

 

*Pakistani Constitutional Litigation*

 

On November 28, 2006, a Constitutional Petitionwas filed in the High Court of Balochistan by three Pakistani citizens against:Barrick, the governments of Balochistan and Pakistan, the BalochistanDevelopment Authority (“BDA”), Tethyan Copper Company (“TCC”), Antofagasta Plc(“Antofagasta”), Muslim Lakhani and BHP (Pakistan) Pvt Limited (“BHP”).

 

The Petition alleged, among other things, that theentry by the BDA into the 1993 Joint Venture Agreement (“JVA”) with BHP tofacilitate the exploration of the Reko Diq area and the grant of relatedexploration licenses were illegal and that the subsequent transfer of theinterests of BHP in the JVA and the licenses to TCC was also illegal and shouldtherefore be set aside.  Barrickcurrently indirectly holds 50% of the shares of TCC, with Antofagasta indirectlyholding the other 50%.

 

On June 26, 2007, the High Court of Balochistandismissed the Petition against Barrick and the other respondents in itsentirety.  On August 23, 2007, thepetitioners filed a Civil Petition for Leave to Appeal in the Supreme Court ofPakistan.  The Supreme Court of Pakistanhas not yet considered the Civil Petition for Leave to Appeal.  Barrick intends to defend this actionvigorously.  No amounts have been accruedfor any potential loss under this complaint.

 

*SUNAT Tax Assessment*

 

In September 2004, the Tax Court of Peru issueda decision in Barrick’s favor in the matter of its appeal of a 2002 income taxassessment for an amount of $32 million, excluding interest and penalties.

 

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The assessment mainly related to the validity of a revaluation of thePierina mining concession, which affected its tax basis for the years 1999 and2000.  In January 2005, Barrickreceived written confirmation that there would be no appeal of the September 2004Tax Court of Peru decision.  Theconfirmation concluded the administrative and judicial appeals process withresolution in Barrick’s favor.

 

Notwithstanding the favorable Tax Courtdecision received in September 2004, on an audit concluded in 2005, the SuperintendenciaNacional de Administración Tributaria (“SUNAT”) reassessed Barrick on the sameissue for tax years 2001 to 2003.  On October 19,2007, SUNAT confirmed their reassessment. The tax assessment is for $49 millionof tax, plus interest and penalties of $116 million.  Barrick filed an appeal to the Tax Court ofPeru within the statutory period. Barrick believes that the audit reassessment has no merit, that it willprevail in court again, and accordingly no liability has been recorded for thisreassessment.

 

*General*

 

Barrick and its subsidiaries are, from time to time,involved in various claims, legal proceedings and complaints arising in theordinary course of business. Barrick is also subject to reassessment for incomeand mining taxes for certain years. Barrick does not believe that adversedecisions in any pending or threatened proceedings related to any potential taxassessments or other matters, or any amount which it may be required to pay byreason thereof, will have a material adverse effect on the financial conditionor future results of operations of Barrick.

 

**RISK FACTORS**

 

The risks described below are not the only onesfacing Barrick.  Additional risks notcurrently known to Barrick, or that Barrick currently deems immaterial, mayalso impair Barrick’s operations.

 

***Metal price volatility***

 

Barrick’s business is strongly affected by the worldmarket price of gold and copper. If the world market price of gold or copperwere to drop and the prices realized by Barrick on gold or copper sales were todecrease 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 volatileprice movements, which can be material and can occur over short periods of timeand are affected by numerous factors, all of which are beyond Barrick’scontrol. Based on current estimates of Barrick’s 2009 gold production andsales, the approximate sensitivity of its income from continuing operationsbefore income tax, royalties and other items to a $50 per ounce increase ordecrease in the market gold price is a $365 million increase or decrease,assuming a market price of $850 per ounce of gold.  Industry factors that may affect the price ofgold include: industrial and jewelry demand; the level of demand for gold as aninvestment; central bank lending, sales and purchases of gold; speculativetrading; and costs of and levels of global gold production by producers ofgold. Gold prices may also be affected by macroeconomic factors, including:expectations of the future rate of inflation; the strength of, and confidencein, the U.S. dollar, the currency in which the price of gold is generallyquoted, and other currencies; interest rates; and global or regional, politicalor economic uncertainties.  Factorstending to affect the price of copper include: global mine production; scraprecycling and inventory stocks; general economic conditions; industrial demand;speculative trading; and the relative strength of the U.S. dollar against otherfiat currencies. In addition, certain of Barrick’s mineral projects includeother minerals: nickel, platinum and palladium, silver and copper, each ofwhich is subject to price volatility based on factors beyond Barrick’s control.

 

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Depending on the market price of the relevant metal,Barrick may determine that it is not economically feasible to continuecommercial production at some or all of its operations or the development ofsome or all of its current projects, as applicable, which could have an adverseimpact on Barrick’s financial performance and results of operations.  In such a circumstance, Barrick may alsocurtail or suspend some or all of its exploration activities, with the resultthat depleted reserves are not replaced. In addition, the market value of Barrick’s gold or copper****inventory may be reduced and existing reserves may bereduced to the extent that ore cannot be mined and processed economically at theprevailing prices.

 

***Replacement of depleted reserves***

 

Barrick must continually replace reserves depletedby production to maintain production levels over the long term.  Reserves can be replaced by expanding knownorebodies, locating new deposits or making acquisitions.  Exploration is highly speculative in nature.Barrick’s exploration projects involve many risks and are frequentlyunsuccessful.  Once a site withmineralization is discovered, it may take several years from the initial phasesof drilling until production is possible, during which time the economicfeasibility of production may change. Substantial expenditures are required toestablish proven and probable reserves and to construct mining and processingfacilities. As a result, there is no assurance that current or futureexploration programs will be successful. There is a risk that depletion of reserves will not be offset bydiscoveries or acquisitions.  The mineralbase of Barrick may decline if reserves are mined without adequate replacementand Barrick may not be able to sustain production beyond the current minelives, based on current production rates.

 

***Projects***

 

Barrick’s ability to sustain or increase its presentlevels of gold and copper production is dependent in part on the success of itsprojects. There are many risks and unknowns inherent in all projects.   For example, the economic feasibility ofprojects is based upon many factors, including: the accuracy of reserveestimates; metallurgical recoveries with respect to gold, copper andby-products; capital and operating costs of such projects; the future prices ofthe relevant minerals; and the ability to secure appropriate financing todevelop it . Projects also require the successful completion of feasibilitystudies, the resolution of various fiscal, tax and royalty matters, theissuance of necessary governmental permits and the acquisition of satisfactorysurface or other land rights.  It mayalso be necessary for Barrick to, among other things, find or generate suitablesources of power and water for a project, ensure that appropriate communityinfrastructure is developed by third parties to support the project and tosecure appropriate financing to fund these expenditures (see “ — Current GlobalFinancial Condition” and “ —  Liquidityand Level of Indebtedness”).

 

Projects have no operating history upon which tobase estimates of future cash flow.  Thecapital expenditures and time required to develop new mines or other projectsare considerable and changes in costs or construction schedules can affectproject economics.  Thus, it is possiblethat actual costs may increase significantly and economic returns may differmaterially from Barrick’s estimates or that metal prices may decreasesignificantly or that Barrick could fail to obtain the satisfactory resolutionof fiscal and tax matters or the governmental approvals necessary for theoperation of a project or obtain project financing on acceptable terms andconditions or at all, in which case, the project may not proceed, either on itsoriginal timing, or at all. It is not unusual in the mining industry for newmining operations to experience unexpected problems during the start-up phase,resulting in delays and requiring more capital than anticipated.

 

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***Current globalfinancial condition***

 

Current global financial conditions have beencharacterized by volatility and several financial institutions have either goneinto bankruptcy or have had to be rescued by governmental authorities. Accessto financing has been negatively impacted by many factors as a result of theglobal financial crisis. This may impact Barrick’s ability to obtain equity ordebt financing in the future on terms favorable to Barrick. Additionally,global economic conditions may cause decreases in asset values that are deemedto be other than temporary, which may result in impairment losses. If suchvolatility and market turmoil continue, Barrick’s operations and financialcondition could be adversely impacted.

 

***Mineral reserves and resources***

 

Barrick’s mineral reserves and mineral resources areestimates, and no assurance can be given that the estimated reserves andresources are accurate or that the indicated level of gold, copper or any othermineral will be produced.  Such estimatesare, in large part, based on interpretations of geological data obtained fromdrill holes and other sampling techniques. Actual mineralization or formations may be different from thosepredicted.  Further, it may take manyyears from the initial phase of drilling before production is possible, andduring that time the economic feasibility of exploiting a discovery may change.

 

The SEC does not permit mining companies in theirfilings with the SEC to disclose estimates other than mineral reserves.  However, because Barrick prepares this AnnualInformation Form in accordance with Canadian disclosure requirements, itcontains resource estimates, which are required by National Instrument 43-101,as well.  Mineral resource estimates forproperties that have not commenced production are based, in many instances, onlimited and widely spaced drill hole information, which is not necessarilyindicative of the conditions between and around drill holes.  Accordingly, such mineral resource estimatesmay require revision as more drilling information becomes available or asactual production experience is gained. No assurance can be given that any part or all of Barrick’s mineralresources constitute or will be converted into reserves.

 

Market price fluctuations of gold, copper, silverand certain other metals, as well as increased production and capital costs orreduced recovery rates, may render Barrick’s proven and probable reservesunprofitable to develop at a particular site or sites for periods of time ormay render mineral reserves containing relatively lower grade mineralizationuneconomic. Moreover, short-term operating factors relating to the mineralreserves, such as the need for the orderly development of orebodies or theprocessing of new or different ore grades, may cause mineral reserves to bereduced or Barrick to be unprofitable in any particular accounting period.  Estimated reserves may have to berecalculated based on actual production experience. Any of these factors mayrequire Barrick to reduce its mineral reserves and resources, which could havea negative impact on Barrick’s financial results. Failure to obtain or maintainnecessary permits or government approvals or changes to applicable legislationcould also cause Barrick to reduce its reserves.  There is also no assurance that Barrick willachieve indicated levels of gold or copper recovery or obtain the pricesassumed in determining such reserves.

 

***Liquidity andlevel of indebtedness***

 

As of December 31, 2008, Barrick had cash andcash equivalents of approximately $1.4 billion and capital leases and long-termdebt of approximately $4.4 billion.  On March 24,2009, Barrick issued $750 million of 6.95% notes due 2019.  Giving effect to the offering as of December 31,2008, Barrick would have had cash and cash equivalents of approximately $2.4billion and capital leases and long-term debt of approximately $5.1billion.  Although Barrick has beensuccessful in repaying debt in the past, there can

 

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be no assurance that it can continue to do so.  Barrick’s level of indebtedness could haveimportant consequences for its operations, including:

 

·                  Barrick may need to use alarge 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 andother business activities; and

 

·                  Barrick’s debt level maylimit its ability to pursue other business opportunities, borrow money foroperations or capital expenditures in the future or implement its businessstrategy.

 

 Barrick expects to obtain the funds to pay itsexpenses and to pay principal and interest on its debt in 2009 through acombination of its existing capital resources and its future cash flow fromoperations, as well as issuing new, unsecured debt and putting in place projectfinancing for a portion of the expected construction cost of a number of itsprojects. Barrick’s ability to meet its payment obligations will depend onits future financial performance, which will be affected by financial,business, economic and other factors. Barrick will not be able to control manyof these factors, such as economic conditions in the markets in which itoperates. Barrick cannot be certain that its existing capital resources and futurecash flow from operations will be sufficient to allow it to pay principal andinterest on Barrick’s debt and meet its other obligations. If these amounts areinsufficient or if there is a contravention of its debt covenants, Barrick maybe required to refinance all or part of its existing debt, sell assets, borrowmore money or issue additional equity. The ability of Barrick to access the bank public debt or equity capitalmarkets on an efficient basis may be constrained by the level of its unrealizedmark-to-market position, the dislocation in the credit markets, capital and/orliquidity constraints in the banking markets and equity conditions at the timeof issuance.  See “ — Current GlobalFinancial Condition”.

 

***Price volatility and availabilityof other commodities***

 

The profitability of Barrick’s business is affectedby 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 areconsumed or otherwise used in connection with Barrick’s operations andprojects, including, but not limited to, diesel fuel, natural gas, electricity,acid, steel, concrete and cyanide. Prices of such commodities can be subject tovolatile price movements, which can be material and can occur over shortperiods of time, and are affected by factors that are beyond Barrick’s control.An increase in the cost, or decrease in the availability, of constructionmaterials such as steel and concrete may affect the timing and cost of Barrick’sprojects.  If Barrick’s proceeds from thesale of by-products were to decrease significantly, or the costs of certaincommodities consumed or otherwise used in connection with Barrick’s operationsand 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 continuecommercial production at some or all of Barrick’s operations or the developmentof some or all of Barrick’s current projects, which could have an adverseimpact on Barrick as described under “ — Metal price volatility” above.

 

***Mining risks and insurance risks***

 

 The miningindustry is subject to significant risks and hazards, including environmentalhazards, industrial accidents, unusual or unexpected geological conditions,labor force disruptions, civil strife, unavailability of materials and equipment, weather conditions, pit wallfailures, rock bursts, cave-ins, flooding, seismic activity, water conditions andgold bullion losses, most of which are beyond Barrick’s control. These risksand hazards could result in: damage to, or destruction of, mineral propertiesor producing facilities; personal injury or death; environmental damage; delaysin mining; and monetary losses and possible legal liability.   As a result, production may fall belowhistoric or estimated levels and

 

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Barrick may incur significant costs or experience significant delaysthat could have a material adverse effect on Barrick’s financial performance,liquidity and results of operation.

 

Barrick maintains insurance to cover some of theserisks and hazards.  The insurance ismaintained in amounts that are believed to be reasonable depending on thecircumstances surrounding each identified risk. No assurance can be given that such insurance will continue to beavailable, or that it will be available at economically feasible premiums, orthat Barrick will maintain such insurance. Barrick’s property, liability andother insurance may not provide sufficient coverage for losses related to theseor other risks or hazards. In addition, Barrick does not have coverage forcertain environmental losses and other risks, as such coverage cannot bepurchased at a commercially reasonable cost. The lack of, or insufficiency of, insurance coverage could adverselyaffect Barrick’s cash flow and overall profitability.

 

***Production andcost estimates***

 

 Barrickprepares estimates of future production, cash costs and capital costs ofproduction for particular operations. No assurance can be given that suchestimates will be achieved. Failure to achieve production or cost estimates ormaterial increases in costs could have an adverse impact on Barrick’s futurecash flows, profitability, results of operations and financial condition.

 

Barrick’s actual production and costs may vary fromestimates for a variety of reasons, including: actual ore mined varying fromestimates of grade, tonnage, dilution and metallurgical and othercharacteristics; short-term operating factors relating to the ore reserves,such as the need for sequential development of orebodies and the processing ofnew or different ore grades; revisions to mine plans; risks and hazardsassociated with mining; natural phenomena, such as inclement weatherconditions, water availability, floods, and earthquakes; and unexpected laborshortages or strikes.  Costs ofproduction may also be affected by a variety of factors, including: changingwaste-to-ore ratios, ore grade metallurgy, labor costs, the cost ofcommodities, general inflationary pressures and currency exchange rates.

 

***Environmental, health and safetyregulations; permits***

 

Barrick’s mining and processing operations andexploration activities are subject to extensive laws and regulations governingthe protection of the environment, waste disposal, worker safety, minedevelopment and protection of endangered and other special status species.  In addition, Barrick’s ability tosuccessfully obtain key permits and approvals to explore for, develop andoperate mines and to successfully operate in communities around the world willlikely depend on its ability to develop, operate and close mines in a mannerthat is consistent with the creation of social and economic benefits in thesurrounding communities.  Barrick’sability to obtain permits and approvals and to successfully operate inparticular communities may be adversely impacted by real or perceiveddetrimental events associated with Barrick’s activities or those of othermining companies affecting the environment, human health and safety or thesurrounding communities.  Delays inobtaining or failure to obtain government permits and approvals may adverselyaffect Barrick’s operations, including its ability to explore or developproperties, commence production or continue operations.  Barrick has made, and expects to make in thefuture, significant expenditures to comply with such laws and regulations and,to the extent possible, create social and economic benefit in the surroundingcommunities. Future changes in applicable laws, regulations and permits orchanges in their enforcement or regulatory interpretation could have an adverseimpact on Barrick’s financial condition or results of operations.

 

Failure to comply with applicable environmental andhealth 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 beenor will at all times be in full compliance with all such laws and regulationsand with its environmental and health and safety permits or that Barrick hasall required

 

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permits.  The costs and delaysassociated with compliance with these laws, regulations and permits could stopBarrick from proceeding with the development of a project or the operation orfurther development of a mine or increase the costs of development orproduction and may materially adversely affect Barrick’s business, results ofoperations or financial condition. Barrick may also be held responsible for the costs of addressingcontamination at the site of current or former activities or at third partysites.  Barrick could also be held liablefor exposure to hazardous substances. The costs associated with such responsibilities and liabilities may besignificant.

 

In certain of the countries in which Barrick hasoperations, it is required to submit, for government approval, a reclamationplan for each of its mining sites that establishes Barrick’s obligation toreclaim property after minerals have been mined from the site. In somejurisdictions, bonds or other forms of financial assurances are required forsecurity for these reclamation activities. Barrick may incur significant costsin connection with these reclamation activities, which may materially exceedthe provisions Barrick has made for such reclamation.  In addition, the unknown nature of possiblefuture additional regulatory requirements and the potential for additionalreclamation activities create further uncertainties related to futurereclamation costs, which may have a material adverse effect on Barrick’sfinancial condition, liquidity or results of operations.  Barrick is involved in various investigativeand remedial actions.  There can be noassurance that the costs of such actions would not be material.  When a previously unrecognized reclamationliability becomes known or a previously estimated cost is increased, the amountof that liability or additional cost is expensed, which may materially reducenet income in that period.

 

***Foreign investments andoperations***

 

Barrick conducts mining, development and explorationactivities 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 normallyassociated with any conduct of business in foreign countries including:uncertain political and economic environments; war, terrorism and civildisturbances; changes in laws or policies of particular countries, includingthose relating to imports, exports, duties and currency; cancellation orrenegotiation of contracts; royalty and tax increases or other claims by governmententities, including retroactive claims; risk of loss due to disease and otherpotential endemic health issues; risk of expropriation and nationalization;delays in obtaining or the inability to obtain or maintain necessarygovernmental permits; currency fluctuations; restrictions on the ability oflocal operating companies to sell gold, copper or other minerals offshore forU.S. dollars, and on the ability of such companies to hold U.S. dollars orother foreign currencies in offshore bank accounts; import and exportregulations, including restrictions on the export of gold, copper or otherminerals; limitations on the repatriation of earnings; and increased financingcosts.

 

These risks may limit or disrupt operating mines orprojects, restrict the movement of funds, cause Barrick to have to expend morefunds than previously expected or required, or result in the deprivation ofcontract rights or the taking of property by nationalization or expropriationwithout fair compensation, and may materially adversely affect Barrick’sfinancial position or results of operations. Furthermore, in the event of a dispute arising from Barrick’s activitiesin Argentina, Chile, Peru, Dominican Republic, Papua New Guinea, Pakistan,Russia, South Africa or Tanzania, Barrick may be subject to the exclusivejurisdiction of courts outside North America and Australia, which couldadversely affect the outcome of the dispute.

 

A number of economic and social issues exist thatincrease Barrick’s political and economic risk.  For example, infectious diseases (includingmalaria, HIV/AIDS and tuberculosis) are major health care issues in certain ofthe countries in which Barrick operates. In addition, civildisturbances and criminal activities

 

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such as trespass, illegalmining, theft and vandalism have caused disruptions at certain of Barrick’soperations in Tanzania and Papua New Guinea, occasionally resulting in thesuspension of operations.

 

In Tanzania, Barrick has implemented infectiousdisease programs, including malaria control programs and tuberculosis andHIV/AIDS awareness and prevention programs for its employees, families andlocal communities at its Bulyanhulu mine, Tulawaka mine and North Mara mine.  In Papua New Guinea, the location of thePorgera gold mine and where Barrick has access to over 5,300 square kilometersof exploration property, there is a greater level of political and economicrisk compared to some other countries in which Barrick operates.  The Porgera mine’s infrastructure, includingpower, water and fuel, may be at risk of sabotage.

 

The Porgera mine has, on a number of occasions,experienced delays in the granting of operating permits and licenses necessaryfor these businesses to conduct their lawful operations.  Although there has never been an interruptionto operations due to an issue of this nature, if at any time in the futurepermits essential to lawful operations are not obtained or exemptions are notgranted, there is a risk that the Porgera mine may not be able to operate for aperiod of time. Future government actions cannot be predicted, but may impactthe operation and regulation of mines including Porgera.

 

Due to a number of economic and social issues, thePorgera mine has a greater level of political and economic risk compared to manyof Barrick’s other operations.  Civildisturbances and criminal activities such as trespass, illegal mining, theftand vandalism have occasionally caused disruptions to operations at Porgera.

 

Illegal mining, whichinvolves trespass into the operating area of the mine, is both a security andsafety issue at the Porgera mine.  Theillegal miners from time to time have clashed with mine security staff and lawenforcement personnel who have attempted to move them away from thefacilities.  The presence of the illegalminers, given the nature of the mines’ operations, creates a safety issue forboth the illegal miners and Porgera employees and can cause disruptions to mineoperations.  The Porgera mine has, onoccasion, experienced delays in the granting of operating permits and licensesnecessary to conduct lawful operations. Although to-date there has never been an interruption to operations dueto an issue of this nature, if at any time in the future permits essential tolawful operations are not obtained or exemptions are not granted, there is arisk that the Porgera mine may not be able to operate for a period of time.

 

It is not possible to determine with certainty thefuture costs that Barrick may incur in dealing with these issues at itsoperations, however, if the number of incidents increases, costs associatedwith treatment, in the case of infectious diseases, and security, in the caseof civil disturbances and illegal mining, may also increase, affectingprofitability.  Barrick has implementedextensive community relations and security and safety initiatives to anticipateand manage social issues that may arise at its operations.

 

***Governmentregulation and changes in legislation***

 

The Company’s business is subject to various levelsof government controls and regulations, which are supplemented and revised fromtime to time.  Barrick is unable topredict what legislation or revisions may be proposed that might affect itsbusiness or when any such proposals, if enacted, might become effective. Suchchanges, however, could require increased capital and operating expendituresand could prevent or delay certain operations by the Company.  See “Legal Matters — Government Controls andRegulations”.

 

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***Currency fluctuations***

 

Currency fluctuations may affect the costs Barrickincurs at its operations and may affect Barrick’s operating results and cashflows. Gold and copper are each sold throughout the world based principally onthe U.S. dollar price, but a portion of Barrick’s operating expenses areincurred 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 hasincreased the costs of production at Barrick’s mines, making such mines lessprofitable. This may continue into the future. Barrick enters into currency hedging contracts to mitigate the impact onoperating costs of the appreciation of certain non-U.S. dollar currenciesagainst the U.S. dollar. Barrick may incur an opportunity loss if the U.S.dollar appreciates in value relative to non-U.S. dollar currencies.  For 2009, Barrick’s average Australian andCanadian dollar hedge rates exceed the current market rates for thesecurrencies.  Assuming market exchangerates remain at the December 31, 2008 levels of $0.70 and $0.82, Barrickexpects to record opportunity losses of approximately $135 million in 2009(about $14 per ounce on total 2009 production), or approximately $100 millionfor the Australian dollar and approximately $35 million for the Canadiandollar, which will primarily impact Barrick’s administration costs.  These hedging activities do not cover all ofBarrick’s future expected operating costs.  There can be no assurance that Barrick will continue the hedgingactivities that it currently undertakes. See “ — Use of derivatives” and “Financial Risk-Management”.

 

***Use of derivatives***

 

Since 2001, Barrick has focused on reducing itsoutstanding gold forward sales contracts. During 2007, Barrick eliminated itsremaining gold forward sales contracts not specifically allocated to itsprojects’ future gold production. Nonetheless, Barrick continues to use certain derivative products to manage therisks associated with gold price volatility (through its Project GoldSales Contracts), copper and silver price volatility, changes in other commodity prices, interestrates, foreign currency exchange rates and energy prices.  The use of derivative instruments involvescertain inherent risks including: (a) credit risk - the risk ofthat the creditworthiness of a counterparty may adversely affect its ability toperform its payment and other obligations under its agreement with Barrick oradversely affect the financial and other terms the counterparty is able tooffer Barrick; (b) market liquidity risk — the risk that Barrick hasentered into a derivative position that cannot be closed out quickly, by eitherliquidating such derivative instrument or by establishing an offsettingposition; (c) unrealized mark-to-market risk — the risk that, in respectof certain derivative products, an adverse change in market prices forcommodities, currencies or interest rates will result in Barrick incurring anunrealized mark-to-market loss in respect of such derivative products.  See “ — Current Global Financial Condition”.

 

If mineral prices rise above the price at whichfuture production has been committed under Barrick’s Project Gold SalesContracts and other hedges, and Barrick delivers a portion of its productioninto those contracts of prices lower than prevailing prices, Barrick would havean opportunity loss.  However, if the pricefalls below that committed price, revenues would be protected to the extent ofsuch committed production.

 

***Interest ratesand gold lease rates***

 

A significant, prolonged decrease in interest ratescould have a material adverse impact on the interest earned on Barrick’s cashbalances.  A significant, prolongeddecrease in interest rates and/or increase in gold prices, gold lease rates andcredit risk affecting the counterparties, relating to both the counterparties’and Barrick’s credit quality, and the economic impact on the counterparties associatedwith funding Project Gold Sales Contracts with negative mark-to-marketbalances, could have a material adverse impact on the difference between theforward gold price over the current spot price (“contango”),

 

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and, ultimately, the realized price under gold forward sales contractsentered into by Barrick.   This mayresult in Barrick earning low levels of contango or the possibility ofbackwardation on its Project Gold Sales Contracts.  Low U.S. dollar interest rates, higher goldlease rates and an increase in the credit spreads compared to the prior year,may cause the Project Gold Sales Contracts to be in backwardation when ratesare reset, with the result that Barrick’s average realized price under theProject Gold Sales Contracts will decrease as contracts reset over the next fewyears (see “Financial Risk-Management”). In addition, if a counterparty to a Project Gold Sales Contract isunable to conduct transactions in an accessible international bullion marketdue to causes beyond its control, including the inability of the counterpartyto purchase gold in the open market or to fund any such purchase, and nocommercially reasonable alternative means exist for the counterparty to enterinto transactions having the same effect, the counterparty has no obligation toextend the scheduled delivery date of such contract and, depending on thecircumstances, may result in early settlement of such contract.  A portion of the Project Gold Sales Contractsare floating spot-price gold contracts whose price will vary directly with thegold price.  In the event of a prolonged decrease in the gold price, thesefloating spot-price gold contracts may decrease in value.  The Company’s interest rate exposure mainlyrelates to the mark-to-market value of derivative instruments, the fair valueand ongoing payments under gold lease rate and U.S. dollar interest-rate swapsand to the interest payments on Barrick’s variable-rate debt ($300 million atthe end of 2008) and interest receipts on Barrick’s cash balances ($1.4 billionat the end of 2008).

 

***Title toproperties***

 

The validity of mining claims, which constitute mostof Barrick’s property holdings, can be uncertain and may be contested. AlthoughBarrick has attempted to acquire satisfactory title to its properties, somerisk exists that some titles, particularly title to undeveloped properties, maybe defective.

 

***Competition***

 

Barrick competes with other mining companies andindividuals for mining claims and leases on exploration properties and theacquisition of mining assets.  Thiscompetition may increase Barrick’s cost of acquiring suitable claims,properties and assets, should they become available to Barrick.  Barrick also competes with other miningcompanies to attract and retain key executives and employees.  There can be no assurance that Barrick willcontinue to be able to compete successfully with its competitors in acquiringsuch properties and assets or in attracting and retaining skilled andexperienced employees.

 

***Acquisitions andintegration***

 

From time to time, Barrick examines opportunities toacquire additional mining assets and businesses.  Any acquisition that Barrick may choose tocomplete may be of a significant size, may change the scale of Barrick’sbusiness 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 abilityto identify suitable acquisition candidates, negotiate acceptable terms for anysuch acquisition, and integrate the acquired operations successfully with thoseof Barrick.  Any acquisitions would beaccompanied by risks.  For example, theremay be a significant change in commodity prices after Barrick has committed tocomplete the transaction and established the purchase price or exchange ratio;a material orebody may prove to be below expectations; Barrick may havedifficulty integrating and assimilating the operations and personnel of anyacquired companies, realizing anticipated synergies and maximizing thefinancial and strategic position of the combined enterprise, and maintaininguniform standards, policies and controls across the organization; theintegration of the acquired business or assets may disrupt Barrick’s ongoingbusiness and its relationships with employees, customers, suppliers andcontractors; and the acquired business or assets may have unknown liabilitieswhich may be significant.  In the eventthat Barrick chooses to raise debt capital to finance any such acquisition,Barrick’s leverage will be increased.

 

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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 withits existing resources.  There can be noassurance that Barrick would be successful in overcoming these risks or anyother problems encountered in connection with such acquisitions.

 

***Employeerelations***

 

Barrick’s ability to achieve its future goals andobjectives is dependent, in part, on maintaining good relations with itsemployees and minimizing employee turnover. A prolonged labor disruption at any of its material properties couldhave a material adverse impact on its operations as a whole.

 

***Shortages ofcritical parts, equipment and skilled labor***

 

An increase in worldwide demand for criticalresources such as input commodities, drilling equipment, tires and skilledlabor may cause unanticipated cost increases and delays in delivery times,thereby impacting operating costs, capital expenditures and productionschedules.

 

***Joint ventures***

 

Certain of the properties in which Barrick has aninterest are operated though joint ventures with other mining companies.  Any failure of such other companies to meettheir obligations to Barrick or to third parties, or any disputes with respectto the parties’ respective rights and obligations, could have a materialadverse effect on the joint ventures or their properties.  In addition, Barrick may be unable to exertcontrol over strategic decisions made in respect of such properties.

 

***Litigation***

 

Barrick is currentlysubject to litigation and may be involved in disputes with other parties in thefuture which may result in litigation. The results of litigation cannot be predicted with certainty.  If Barrick is unable to resolve thesedisputes favourably, it may have a material adverse impact on Barrick’sfinancial performance, cash flow and results of operations.  See “Legal Matters — Legal Proceedings”.

 

***Disclosure andinternal controls***

 

Internal control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles.  Disclosure controls and procedures aredesigned to ensure that information required to be disclosed by a company inreports filed with securities regulatory agencies is recorded, processed,summarized and reported on a timely basis and is accumulated and communicatedto a company’s management, including its chief executive officer and chieffinancial officer, as appropriate, to allow timely decisions regarding requireddisclosure.  Barrick has investedresources to document and analyze its system of disclosure controls and itsinternal control over financial reporting. A control system, no matter how well designed and operated, can provideonly reasonable, not absolute, assurance with respect to the reliability offinancial reporting and financial statement preparation.

 

***Abilityto support the carrying value of goodwill***

 

As of December 31, 2008, the carrying value ofBarrick’s goodwill was approximately $5.3 billion or 22% of Barrick’s totalassets. Goodwill is allocated to reporting units representing individualmineral properties. Allocating goodwill to individual mineral properties, whichby their very nature have a limited

 

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useful life, will result in future goodwill impairment charges by theend of the mine life. Barrick evaluates, on at least an annual basis, thecarrying amount of goodwill to determine whether current events andcircumstances indicate that such carrying amount may no longer berecoverable.  This evaluation involves acomparison of the estimated fair value of Barrick’s reporting units to theircarrying values.  Gold mining companiestypically trade at a market capitalization that is based on a multiple of netasset value (“NAV”), whereby NAV represents a discounted cash flow valuationbased on projected future cash flows. For goodwill impairment testing purposes,Barrick estimates the fair value of a gold property by applying a multiple tothe reporting unit’s NAV, which is calculated based on projected cash flowsfrom its most recent life of mine plan. For copper properties, the estimatedfair value is calculated by applying a multiple to their NAV. The process fordetermining these fair values is subjective and requires management to makeestimates and assumptions including, but not limited to, projected futurerevenues (based on estimates of production and long-term metals prices),operating expenses, capital expenditures, remaining economic life of individualmineral properties, discount rates and NAV multiples. These estimates andassumptions are subject to change in the future due to uncertain competitiveand market conditions or changes in business strategies.  The timing and amount of future goodwill impairmentcharges is difficult to determine and will be dependent on a multitude offactors that impact valuations of mineral properties, including changes inobserved market multiples for valuation purposes, changes in geo-political riskand country specific discount rates, changes in market gold prices and totalcash costs, success in finding new reserves, future exploration potential andfuture capital requirements.

 

In 2008, Barrick recorded total goodwill impairmentcharges of $678 million, including: $272 million at its Kanowna gold mine inAustralia primarily due to the overall decline in the equivalent tradingmultiples on gold mining companies in that region and higher discount factors;$216 million at its North Mara gold mine in Africa due to the overall declinein equivalent trading multiples of gold mining companies and higher discountfactors in that region; $88 million at its Barrick Energy business unit due tothe significant decline in oil price since its acquisition date; $64 million atits Osborne copper mine in Australia due to a decline in copper priceassumptions, which resulted in a reduction in estimated production levels andremaining mine life; and $30 million at its Henty gold mine in Australiaprimarily a result of its short remaining mine life.

 

**MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

Reference is made to the Management’s Discussion andAnalysis of Financial and Operating Results of the Company (U.S. GAAP) for theyear ended December 31, 2008, which is incorporated by reference into thisAnnual Information Form and is available on SEDAR at www.sedar.com and onEDGAR at www.sec.gov as an exhibit to Barrick’s Form 40-F.

 

**CONSOLIDATED FINANCIAL STATEMENTS**

 

Reference is made to the Company’s ConsolidatedFinancial Statements for the year ended December 31, 2008 (U.S. GAAP),which is incorporated by reference into this Annual Information Form andis available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov as anexhibit to Barrick’s Form 40-F.

 

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**CAPITAL STRUCTURE**

** **

Set forth below is a description of Barrick’s sharecapital. The following statements are brief summaries of, and are subject tothe provisions of, the articles of amalgamation and by-laws of Barrick and therelevant provisions of the *Business Corporations Act*(Ontario).

 

**General**

 

Barrick’s authorized share capital consists of anunlimited number of Barrick common shares, an unlimited number of firstpreferred shares issuable in series and an unlimited number of second preferredshares issuable in series.

 

**Common Shares**

 

The holders of Barrick common shares are entitled toone vote for each share on all matters submitted to a vote of shareholders anddo not have cumulative voting rights. The holders of Barrick common shares areentitled to receive dividends if, as and when declared by the Board ofDirectors of Barrick in respect of the Barrick common shares. Subject to theprior rights of the holders, if any, of the first preferred shares and secondpreferred shares then outstanding and of the shares then outstanding of anyother class ranking senior to the Barrick common shares, the holders of Barrickcommon shares are entitled to share ratably in any distribution of the assetsof Barrick upon liquidation, dissolution or winding-up, after satisfaction ofall debts and other liabilities.  As of March 17,2009, there were 873,102,620 Barrick common shares issued and outstanding.

 

The rights, preferences and privileges of holders ofBarrick common shares are subject to the rights of the holders of shares of anyseries of first preferred shares (the “First Preferred Shares”) or secondpreferred shares (the “Second Preferred Shares”) or any other class rankingsenior to the Barrick common shares that Barrick may issue in the future.

 

There are no limitations contained in the articlesor by-laws of Barrick or the *Business Corporations Act*(Ontario) on the ability of a person who is not a Canadian resident to holdBarrick common shares or exercise the voting rights associated with Barrickcommon shares.  The Barrick common sharesare not subject to any exchange, conversion, exercise, redemption, retraction,surrender or similar rights or restrictions.

 

**Preferred Shares**

 

First PreferredShares 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 suchseries.

 

The Company is entitledto redeem all or any part of the First Preferred Shares or Second PreferredShares of any series on payment for each share of the amount equal to theresult obtained when the stated capital account for the series is divided bythe number of issued and outstanding shares of such series together with suchpremium, if any, as may be determined by the Board of Directors in connectionwith its determination of the designation, rights, privileges, restrictions andconditions to be attached to the applicable series, and all declared and unpaiddividends thereon. The Company is also entitled to purchase for cancellationall or any part of the First Preferred Shares of any series.

 

The First PreferredShares and the Second Preferred Shares of each series are entitled to apreference over the common shares of the Company and any other shares rankingjunior to the First Preferred Shares

 

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or Second Preferred Shares,as the case may be, with respect to the payment of dividends and thedistribution of assets in the event of a liquidation, dissolution or winding-upof the Company. Any series of First Preferred Shares or Second Preferred Sharesmay also be given such other preferences over the common shares and any other sharesranking junior to the First Preferred Shares or Second Preferred Shares, as thecase may be, as may be determined. In the event of a liquidation, dissolutionor winding-up of the Company, the holders of the First Preferred Shares areentitled to receive, in the aggregate, the amount of the stated capital accountof the First Preferred Shares plus all declared and unpaid dividends plus, ifthe liquidation, dissolution or winding-up is voluntary, any premium to whichthe shares would be entitled on a redemption, before any amount is paid orproperty or assets are distributed to the holders of common shares or any othershares ranking junior to the First Preferred Shares. After payment of suchamount, the holders of the First Preferred Shares are not entitled to share inany further distribution of the property or assets of the Company. In the eventof a liquidation, dissolution or winding-up of the Company, the holders of theSecond Preferred Shares are entitled to receive, in the aggregate, the amount ofthe stated capital account of the Second Preferred Shares plus all declared andunpaid dividends plus, if the liquidation, dissolution or winding-up isvoluntary, 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 holdersof common shares or any other shares ranking junior to the Second PreferredShares. After payment of such amount, the holders of the Second PreferredShares are not entitled to share in any further distribution of the property orassets of the Company.

 

The holders of FirstPreferred Shares and Second Preferred Shares are entitled to receive fixed,non-cumulative preferential quarterly cash dividends at such rate and on suchdates as may be determined by the Board of Directors in connection with itsdetermination of the designation, rights, privileges, restrictions andconditions to be attached to the applicable series.

 

The approval of theholders of the First Preferred Shares or the Second Preferred Shares isrequired to delete or vary any right, privilege, restriction or conditionattaching to the First Preferred Shares or Second Preferred Shares, as the casemay be, as a class and any other matter requiring the approval or consent ofthe holders of the First Preferred Shares or the Second Preferred Shares, asthe case may be, as a class.

 

The first series ofFirst Preferred Shares is designated as “$0.114 Non-cumulative RedeemableConvertible First Preferred Shares, Series A” (the “First Preferred Shares,Series A”), consisting of 10,000,000 First Preferred Shares. In additionto the rights, privileges, restrictions and conditions attached to the FirstPreferred Shares as a class, the First Preferred Shares, Series A areentitled to fixed non-cumulative preferential cash dividends of C$0.114 peryear, payable quarterly and can be converted into common shares on a one forone basis (subject to adjustment) if called for redemption. The redemptionprice for the First Preferred Shares, Series A is initially C$1.90 pershare, but it may change if the Company gives notice that it has determinedthat the market price of the First Preferred Shares, Series A is astipulated price. On or after the day that is 30 days after such notice isgiven, a holder of First Preferred Shares, Series A can require theCompany to redeem his or her First Preferred Shares, Series A. Theapproval of the holders of the First Preferred Shares, Series A isrequired in respect of certain changes to the provisions relating to the FirstPreferred Shares or the First Preferred Shares, Series A. As of March 17, 2009, there were no First Preferred Shares, Series Aissued and outstanding.

 

The second series ofFirst Preferred Shares is designated as “$0.126 Non-cumulative RedeemableConvertible First Preferred Shares, Series B” (the “First PreferredShares, Series B”), consisting of 10,000,000 First Preferred Shares. Inaddition to the rights, privileges, restrictions and conditions attached to theFirst Preferred Shares as a class, the First Preferred Shares, Series Bare entitled to fixed non-cumulative preferential cash dividends of C$0.126 peryear, payable quarterly and can be converted into common shares on a one forone basis (subject to adjustment) if called for redemption. The redemption

 

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price for each FirstPreferred 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 unpaiddividends. The approval of the holders of the First Preferred Shares, Series Bis required in respect of certain changes to the provisions relating to theFirst Preferred Shares or the First Preferred Shares, Series B. No classof shares may be created or issued ranking as to capital or dividends prior toor on parity with the First Preferred Shares except with the prior approval ofthe holders of the First Preferred Shares, Series B. As of March 17, 2009, there were no First Preferred Shares, Series Bissued and outstanding.

 

The third series ofFirst Preferred Shares is designated as “First Preferred Shares, Series CSpecial Voting Share” (the “Special Voting Share”), consisting of one SpecialVoting Share. The Special Voting Share was issued to effect theassumption by Barrick of the BGI exchangeable share structure in connectionwith the acquisition of Homestake. In connection with a prior mergertransaction, BGI, a subsidiary of Homestake, issued a class of exchangeableshares to investors resident in Canada and, to a lesser extent, the UnitedStates that allowed the holders of those shares to exchange their shares forshares of Homestake on a share-for-share basis. On the completion of theacquisition of Homestake by Barrick, those holders became entitled to exchangetheir BGI exchangeable shares for Barrick common shares on the basis of 0.53 ofa Barrick common share for each BGI exchangeable share.

 

In addition to therights, privileges, restrictions and conditions attached to the First PreferredShares as a class, except as otherwise required by applicable law, theholder of record of the Special Voting Share has a number of votes equal to thenumber of BGI exchangeable shares outstanding from time to time, which are notowned by Barrick or its subsidiaries or affiliates, multiplied by 0.53. Theholder of the Special Voting Share will vote together with the holders ofBarrick common shares as a single class on all matters submitted to a vote ofthe holders of the Barrick common shares, except as may be required byapplicable law. The holder of the Special Voting Share is entitled to receive,in any distribution of property or assets of Barrick upon any liquidation,dissolution or winding-up of Barrick, an amount equal to the stated capital ofthe share plus all declared and unpaid dividends on the share, before anyamount is paid or distributed in respect of the Barrick common shares or anyother Barrick shares ranking junior to the Special Voting Share. The holder ofthe Special Voting Share is entitled to receive a dividend of C$0.04 peryear.  As a result of the redemption on February 27,2009 by Barrick of all outstanding BGI exchangeable shares (other than BGIexchangeable shares owned by Barrick or any subsidiary or affiliate ofBarrick), there were no shares, securities, debt obligations, options or otheragreements that could give rise to the issuance of any BGI exchangeable sharesto any person (other than to Barrick or any subsidiary or affiliate of Barrick)and, in March 2009, the Special Voting Share was redeemed and cancelled byBarrick.

 

The first series ofSecond Preferred Shares is designated as “$0.222 Non-cumulative RedeemableConvertible Second Preferred Shares, Series A” (the “Second PreferredShares, Series A”), consisting of 15,000,000 Second Preferred Shares. Inaddition to the rights, privileges, restrictions and conditions attached to theSecond Preferred Shares as a class, the Second Preferred Shares, Series Aare entitled to fixed non-cumulative preferential cash dividends of C$0.222 peryear, payable quarterly and can be converted into common shares on a one forone basis (subject to adjustment) if called for redemption. The redemptionprice for each Second Preferred Share, Series A is C$2.43 per share,together with all declared and unpaid dividends. A holder of Second PreferredShares, Series A can require the Company to redeem his or her SecondPreferred Shares, Series A at the redemption price. The approval of theholders of the Second Preferred Shares, Series A is required in respect ofcertain changes to the provisions relating to the Second Preferred Shares orthe Second Preferred Shares, Series A. No class of shares may be createdor issued ranking as to capital or dividends prior to or on parity with theSecond 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 of March 17,2009, there were no Second Preferred Shares, Series A issued andoutstanding.

 

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**RATINGS**

** **

Thefollowing table sets out the ratings of Barrick’s corporate debt by the ratingagencies indicated as at March 17, 2009:

 
| ** **                     | ** ** | **Rating Agency**                   | ** ** |
|--------------------------------|------------|------------------------------------------|------------|
| ** **                     | ** ** | **Moody’s Investors  Service** | ** ** | **Standard & Poor’s  Ratings Services** | ** ** | **DBRS** | ** ** |
|                           |       |                                     |       |   |   |   |   |
| Senior  Unsecured Debt         |       | Baa1                                     |       | A- |   | A |   |
|                           |       |                                     |       |   |   |   |   |
| Municipal  bonds, due 2029 (1) |       | Aaa/VMIG1                                |       | AAA/A-1+ |   | Not Rated |   |
|                           |       |                                     |       |   |   |   |   |
| Municipal  bonds, due 2032 (1) |       | Aa1/P-1                                  |       | Not Rated |   | Not Rated |   |

 

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| (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’sInvestors Service (“Moody’s”) credit ratings for long-term debt are on a ratingscale that ranges from Aaa to C, which represents the range from highest tolowest quality of such securities rated. According to Moody’s, a rating of Baais the fourth highest of nine major categories. Moody’s applies numericalmodifiers 1, 2 and 3 in each generic rating classification from Aa to Caa inits corporate bond rating system. The modifier 1 indicates that the issue ranksin the higher end of its generic rating category, the modifier 2 indicates amid-range ranking and the modifier 3 indicates that the issue ranks in thelower end of its generic rating category. According to the Moody’s rating system, long-term obligations rated Baaare subject to moderate credit risk. They are considered medium-grade and assuch may possess certain speculative characteristics.

 

Inthe case of variable rate demand obligations (“VRDOs”), a two-component ratingsystem is assigned by Moody’s, a long or short-term rating and a demand obligationrating. The first element represents Moody’s evaluation of the degree of riskassociated with scheduled principal and interest payments. The second elementrepresents Moody’s evaluation of the degree of risk associated with the abilityto receive purchase price upon demand, using a variable municipal investmentgrade rating. Moody’s credit ratings for long-term aspect of VRDOs are on arating scale that ranges from Aaa to C, which represents the range from highestto lowest quality of such securities rated. According to Moody’s, a rating ofAaa is the highest of nine major categories. Moody’s credit ratings for the short-term or demand aspect of VRDOs areon a rating scale that ranges from VMIG 1 to SG, which represents the rangefrom highest to lowest quality of such securities rated. According to Moody’s,a rating of VMIG 1 is the highest of four categories.

 

Moody’salso uses credit ratings for the short-term or demand aspect of VRDOs on arating scale that ranges from P-1 to NP, which represents the range fromhighest to lowest quality of such securities rated. According to Moody’s, arating of P-1 is the highest of four categories.

 

Standard &Poor’s Ratings Services (“S&P”) credit ratings for long-term debt are on arating scale that ranges from AAA to D, which represents the range from highestto lowest quality of such securities rated. According to S&P, the AAArating is the highest and the A rating is the third highest of ten majorcategories. The ratings from AA to CCC may be modified by the addition of aplus (+) or minus (–) sign to show relative standing within the major ratingcategories.  According to the S&Prating system, debt securities rated A are somewhat more susceptible to theadverse effects of changes in circumstances and

 

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economic conditions than obligations in higher-rated categories.  However, the obligor’s capacity to meet itsfinancial commitment on the obligation is still strong.

 

S&Passigns a dual rating to debt issues that have a put option or demand featureas part of their structure. The first rating addresses the likelihood ofrepayment of principal and interest as due, and the second rating addressesonly the demand feature. S&P’s long-term debt rating symbols are used forbonds to denote the long-term maturity and its short-term debt (includingcommercial paper) rating symbols are used for the put option.  S&P’s credit ratings for short-term debtare on a rating scale that ranges from A-1 to D, which represents the rangefrom 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 thatthe obligor’s capacity to meet its financial commitment on these obligations isextremely strong.

 

DBRSLimited (“DBRS”) credit ratings are on a long-term debt rating scale thatranges from AAA to D, which represents the range from highest to lowest qualityof such securities rated. According to DBRS, a rating of A by DBRS is in themiddle of three subcategories within the third highest of ten major categories.The assignment of a “(high)”, “(middle)” or “(low)” modifier within each ratingcategory indicates relative standing within such category. The “(high)”, “(middle)”and “(low)” grades are not used for the AAA category.

 

Barrickunderstands that the ratings are based on, among other things, informationfurnished to the above ratings agencies by Barrick and information obtained bythe ratings agencies from publicly available sources. The credit ratings givento Barrick’s debt instruments by the rating agencies are not recommendations tobuy, hold or sell such debt instruments since such ratings do not comment as tomarket price or suitability for a particular investor. There is no assurancethat any rating will remain in effect for any given period of time or that anyrating will not be revised or withdrawn entirely by a rating agency in thefuture if, in its judgment, circumstances so warrant.

 

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**MARKET FOR SECURITIES**

** **

Barrick’scommon shares are listed and posted for trading on the Toronto Stock Exchangeand the New York Stock Exchange under the symbol ABX.  The following table outlines the closingshare price trading range and volume of shares traded by month in 2008, basedon trading information published by each Exchange.

 
| ** ** | ** ** | **Toronto Stock Exchange**     | ** ** | **New York Stock Exchange** | ** ** |
|------------|------------|------------------------------------------|------------|--------------------------------------------|------------|
| ** ** | ** ** | **Share Price Trading  Range** | ** ** | ** **                                 | ** ** | **Share Price Trading  Range** | ** ** | ** ** | ** ** |
| **2008**   | ** ** | **High**                                 | ** ** | **Low**                                    | ** ** | **Share Volume** | ** ** | **High** | ** ** | **Low** | ** ** | **Share Volume** | ** ** |
| ** ** | ** ** | **(C$ per share)**             | ** ** | **(millions)**                             | ** ** | **($ per share)** | ** ** | **(millions)** | ** ** |
| January    |       | 53.77                                    |       | 45.65                                      |       | 126.7 |   | 53.57 |   | 46.02 |   | 110.8 |   |
| February   |       | 52.00                                    |       | 47.50                                      |       | 70.9 |   | 53.33 |   | 47.54 |   | 58.6 |   |
| March      |       | 52.92                                    |       | 42.77                                      |       | 84.2 |   | 53.55 |   | 41.94 |   | 64.7 |   |
| April      |       | 46.12                                    |       | 37.95                                      |       | 81.8 |   | 46.04 |   | 37.50 |   | 58.9 |   |
| May        |       | 42.08                                    |       | 37.96                                      |       | 74.5 |   | 42.69 |   | 37.36 |   | 58.3 |   |
| June       |       | 46.61                                    |       | 39.39                                      |       | 68.4 |   | 45.50 |   | 38.55 |   | 45.1 |   |
| July       |       | 50.43                                    |       | 43.36                                      |       | 80.1 |   | 50.39 |   | 42.35 |   | 99.3 |   |
| August     |       | 41.57                                    |       | 33.94                                      |       | 82.2 |   | 40.58 |   | 32.16 |   | 97.8 |   |
| September  |       | 40.44                                    |       | 28.01                                      |       | 138.9 |   | 38.68 |   | 26.60 |   | 164.6 |   |
| October    |       | 40.39                                    |       | 22.51                                      |       | 149.5 |   | 37.36 |   | 18.14 |   | 182.2 |   |
| November   |       | 37.72                                    |       | 25.60                                      |       | 103.1 |   | 29.46 |   | 20.60 |   | 103.3 |   |
| December   |       | 45.34                                    |       | 32.06                                      |       | 93.9 |   | 36.77 |   | 25.14 |   | 109.7 |   |

 

**MATERIAL CONTRACTS**

** **

Setout below is a description of Barrick’s material contracts as at December 31,2008.

 

OnMarch 6, 2003, Placer Dome entered into an Indenture (the “Indenture”)with Deutsche Bank Trust Company Americas in connection with the issuance ofsenior debt securities.

 

OnMarch 6, 2003, Placer Dome entered into a First Supplemental Indenturewith Deutsche Bank Trust Company Americas in connection with the issuance andsale 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 principalamount 6.375% debentures.

 

OnOctober 10, 2003, Placer Dome entered into a Second Supplemental Indenturewith Deutsche Bank Trust Company Americas in connection with the issuance andsale 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 principalamount 6.45% debentures.

 

OnOctober 10, 2003, Placer Dome entered into a Third Supplemental Indenturewith Deutsche Bank Trust Company Americas in connection with the issuance andsale by Placer Dome of $230 million principal amount of 2.75% convertibledebentures on October 10, 2003. This Third Supplemental Indenture,together with the original Indenture, sets out the terms and conditions pertainingto the $230 million principal amount 2.75% convertible debentures.

 

94

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OnNovember 12, 2004, Barrick entered into an Indenture with Barrick GoldInc., Barrick Gold Finance Company and JPMorgan Chase Bank. Pursuant to suchIndenture, (a) Barrick issued $200 million principal amount of 5.80% notesdue 2034 (the “Barrick 2034 Notes”), (b) Barrick Gold Finance Companyissued $200 million principal amount of 5.80% notes due 2034 (the “BGFC 2034Notes”), and (c) Barrick Gold Finance Company issued $350 millionprincipal 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 Barrick2034 Notes, the BGFC 2034 Notes and the 2014 Notes. Each of the BGFC 2034 Notesand the 2014 Notes are unconditionally guaranteed by Barrick.

 

OnOctober 12, 2006, Barrick International Bank Corp. (“BIBC”) issued anaggregate of $1 billion of copper-linked notes (the “Copper-Linked Notes”) comprisedof $400 million of 5.75% notes due 2016 and $600 million of 6.35% notes due2036 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 andconditions pertaining to the Copper-Linked Notes, which include anunconditional guarantee by Barrick.

 

Onthe 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 2036pursuant 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, astrustee.   The Indenture sets out theterms and conditions pertaining to the ABXFC Notes, which include an unconditionalguarantee by Barrick, Barrick BIBC and Barrick (HMC).

 

OnFebruary 21, 2008, Barrick entered into an agreement with KennecottExplorations (Australia) Ltd., a subsidiary of Rio Tinto, 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 12million ounces of contained gold resources are added to Barrick’s December 31,2007 reserve statement for Cortez, and a sliding scale royalty payable to RioTinto on 40% of all Cortez production in excess of 15 million ounces on andafter January 1, 2008.  On March 5, 2008, Barrick completed the acquisition of the 40% interest in the Cortezproperty.  The acquisition consolidates100% ownership for Barrick of the existing Cortez mine and the Cortez Hillsdevelopment project plus any future potential from the property.

 

OnSeptember 11, 2008, Barrick entered into an Indenture with Barrick GoldFinanceco LLC, Barrick North America Finance LLC and The Bank of New YorkMellon.  Pursuant to such Indenture, (a) BarrickGold Financeco LLC issued $500 million principal amount 6.125% notes due 2013(the “BGFC 2013 Notes”), and (b) Barrick North America Finance LLC issued$500 million principal amount 6.80% notes due 2018 (the “BNAF 2018 Notes”) and$250 million principal amount 7.50% notes due 2038 (the “BNAF 2038 Notes”), allon September 11, 2008.  On March 19,2009, Barrick issued an aggregate of $750 million principal amount 6.95% notesdue 2019 (the “BGC 2019 Notes”) pursuant to the Indenture.  The Indenture sets out the terms andconditions pertaining to the BGFC 2013 Notes, the BNAF 2018 Notes, the BNAF2038 Notes and the BGC 2019 Notes.  Eachof the BGFC 2013 Notes, the BNAF 2018 Notes and the BNAF 2038 Notes areunconditionally guaranteed by Barrick.

 

**TRANSFER AGENTS AND REGISTRARS**

** **

Barrick’stransfer agent and registrar for its common shares is CIBC Mellon TrustCompany, Toronto, Ontario. Barrick’s transfer agent and registrar for the BGIexchangeable shares is Computershare Trust Company of Canada, Toronto, Ontario.

** **

95

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**DIVIDEND POLICY**

** **

In2006, Barrick paid a total cash dividend of $0.22 per common share — $0.11 inmid-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. In 2008, Barrick paid a totalcash dividend of $0.40 per common share — $0.20 in mid-June and $0.20 inmid-December.  The amount and timing ofany dividends is within the discretion of Barrick’s Board of Directors. TheBoard of Directors reviews the dividend policy semi-annually based on the cashrequirements of Barrick’s operating assets, exploration and developmentactivities, as well as potential acquisitions, combined with the current andprojected financial position of Barrick.

 

**DIRECTORS AND OFFICERS OF THE COMPANY**

** **

Asof March 27, 2009, directors and executive officers of Barrick as a groupbeneficially own, directly or indirectly, or exercise control or direction over2,149,956 common shares representing approximately 0.25%****ofthe outstanding common shares of Barrick.

 

**Directors of the Company**

** **

Thepresent term of each director will expire at the next annual meeting ofshareholders or upon such director’s successor being elected or appointed.  The following are the directors of theCompany as at March 17,2009:

 
| **Name (age) and municipality of  residence** | ** ** | **Principal occupations during past 5 years**                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Howard L. Beck (*75*)

Toronto, Ontario

Canada                   | ** ** | **Mr. Beck is a corporate  director. Mr. Beck is also a director of Citibank Canada and Cineplex  Entertainment Corporation and Chairman of the Board of Trustees 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 1984                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                              | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| C. William D. Birchall (*66*)

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 1984                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

96

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| **Name (age) and municipality of  residence** | ** ** | **Principal occupations during past 5 years**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Donald J. Carty (*62*)

Dallas, Texas

USA                        | ** ** | Mr. Carty is the Chairman  of Porter Airlines Inc. and Virgin America Airlines, commercial airline  companies. He served as Vice Chairman and Chief Financial Officer of  Dell, Inc., a computer manufacturer, from early 2007 until mid 2008.  From 1998 to 2003, he was the Chairman and Chief Executive Officer of AMR  Corp. and American Airline, a commercial airline company. He is also a  director of Hawaiian Holdings, Inc., Gluskin Sheff &  Associates, Inc. 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                              | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Gustavo Cisneros (*63*)

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 2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Marshall A. Cohen (*73*)

Toronto, Ontario

Canada                |       | Mr. Cohen is Counsel of the law firm  Cassels, Brock & Blackwell LLP. He is also a director of TriMas  Corporation and TD Ameritrade. 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 an honourary 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 1988                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

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| **Name (age) and municipality of  residence** | ** ** | **Principal occupations during past 5 years**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Peter A. Crossgrove****(*72*)

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 the Chairman of the Board of Excellon Resources Inc., a mineral  resource company, and a director of QLT Inc., Dundee REIT, West Timmins  Mining Inc. and Pelangio Mines Inc. Mr. Crossgrove is also 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                              | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Robert M. Franklin (*62*)

Toronto, Ontario

Canada               |       | Mr. Franklin is President of Signalta  Capital Corporation, an investment company. From August 21, 2006 to  March 30, 2007, he was Chairman of the Board of Photowatt Technologies,  a developer of solar power technologies, and 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 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Peter C.  Godsoe (70)

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 and Rogers Communications Inc. In  addition, he is a director of a number of non-profit organizations, including  the Canadian Council of Christians and Jews, Mount Sinai Hospital, Perimeter  Institute for Theoretical Physics 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 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

98

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| **Name (age) and municipality of  residence**         | ** ** | **Principal occupations during past 5 years**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|---------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **J. Brett Harvey**(*58*)

**Venetia, Pennsylvania**

**USA**             | ** ** | **Mr. Harvey is President, Chief Executive Officer and  a director of CONSOL Energy Inc., a coal, gas and energy services  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  International Energy Agency, American Coalition for Clean Coal Electricity,  National Coal Council, Virginia Coalfield Economic Development Authority and  the Bituminous Coal Operators’ Association. Mr. Harvey holds an  undergraduate degree from the University of Utah.**                          |
| ** **                                                                | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                                                | ** ** | **Barrick Board Details:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                                                | ** ** | **·**Director since 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                                                                | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| The Right Honourable Brian Mulroney (*69*)

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 L.P., 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 Independent News and  Media, PLC and a member of the advisory group of Lion Capital LLP. 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 1993                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Anthony Munk (*48)*

New York, New York

USA                              |       | Mr. Anthony Munk is Managing Director  of Onex Corporation, a leading North American private equity firm. He serves  as Chairman of the Board of Cineplex Entertainment Corporation, an  entertainment company, and a director of RSI Home Products Inc. and Husky  Injection Molding Systems Ltd. He is also Vice Chairman of the Aurea  Foundation and a director of The Peter Munk Charitable Foundation.  Mr. Munk holds an undergraduate degree from Queen’s University.                                                                                                                                                                                                                                                                   |
|                                                                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                      |       | **Barrick Board Details:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                      |       | · Director since 1996                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

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| **Name (age) and municipality of  residence** | ** ** | **Principal occupations during past 5 years**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Peter Munk (*81*)

Toronto, Ontario

Canada                       |       | Mr. Peter Munk is the Founder and  Chairman of Barrick. From March 27, 2008 to January 15, 2009,  Mr. Munk was also the interim Chief Executive Officer of Barrick during  a medical leave of absence of Mr. Gregory 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 a Companion of the Order of Canada. |
|                                                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                              |       | **Barrick Board Details:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                              |       | · Chairman and Director since 1984                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Aaron W. Regent (*43*)**

**Toronto, Ontario**

**Canada**      | ** ** | **Mr. Regent was appointed President and Chief  Executive Officer of Barrick on January 16, 2009. Prior to his  appointment at Barrick, Mr. Regent was Senior Managing Partner and  Co-CEO Brookfield Infrastructure Group of Brookfield Asset Management, an  asset management company. Prior to August 2006, he was the President of  Falconbridge Limited, a diversified metals and mining company, after its  merger with Noranda Inc. Prior to July 2005, he was President and Chief  Executive Officer of Falconbridge Limited. He is also a director of the  Hospital for Sick Kids Foundation and the C. D. Howe Institute.  Mr. Regent is a Chartered Accountant in Ontario and holds an undergraduate  degree from the University of Western Ontario.**                                                                                                                                                       |
| ** **                                                        | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                                                        | ** ** | **Barrick Board Details:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                                                        | ** ** | **·**Director since February 19, 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                                                        | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Steven J. Shapiro (*56*)

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 a trustee of the Houston Museum of Natural Science. 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 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

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| **Name (age) and municipality of  residence** | ** ** | **Principal occupations during past 5 years**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Gregory C. Wilkins (*53*)

Toronto, Ontario

Canada     |       | Mr. Wilkins is Executive Vice-Chairman  of Barrick. Prior to March 27, 2008, Mr. Wilkins served as  President and Chief Executive Officer of Barrick. 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  Knightsbridge Human Capital Management, Chairman of the World Gold Council  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:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                              |       | · Director since 1991                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

**Committeesof the Board**

 

***Corporate******Governance and Nominating Committee***

 

TheCorporate Governance and Nominating Committee is comprised of M.A. Cohen,P.C. Godsoe and R.M. Franklin.

 

***Audit******Committee***

 

TheAudit Committee is comprised of S.J. Shapiro, D.J. Carty,P.A. Crossgrove and R.M. Franklin.

 

***Compensation******Committee***

 

TheCompensation Committee is comprised of D.J. Carty, P.C. Godsoe,M.A. Cohen, S.J. Shapiro and J.B. Harvey.

 

***Environmental,******Health and Safety Committee***

 

TheEnvironmental, Health and Safety Committee is comprised ofP.A. Crossgrove, R.M. Franklin, J.B. Harvey and C.W.D. Birchall.

 

***Finance******Committee***

 

TheFinance Committee is comprised of C.W.D. Birchall, A. Munk, G.C. Wilkins andH.L. Beck.

 

***International Advisory Board***

 

Themembers of the Board that also sit on the International Advisory Board are B.Mulroney and G. Cisneros.

 

101

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**Executive Officers of theCompany**

** **

Inaddition to Peter Munk, Gregory C. Wilkins, Aaron W. Regent and C. William D. Birchall, as set outabove, the following are the executive officers of the Company as at March 17, 2009:

 
| **Name (age) and municipality of  residence** | ** ** | **Office  (date became an Officer)**                      | ** ** | **Principal occupations during past 5  years**                                                                                                                                                                                          |
|-------------------------------------------------------------------|------------|--------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Alexander J. Davidson *(57)*

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.                                                                                           |
|                                                              |       |                                                                     |       |                                                                                                                                                                                                                                                        |
| Kelvin Dushnisky *(45)*

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.                       |
|                                                              |       |                                                                     |       |                                                                                                                                                                                                                                                        |
| Gordon Fife *(50)*

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 *(57)*

Toronto, Ontario

Canada                |       | Executive Vice President and General Counsel *(1993)*                    |       | Executive Vice President and General Counsel of the Company.                                                                                                                                                                                                |
|                                                              |       |                                                                     |       |                                                                                                                                                                                                                                                        |
| Peter J. Kinver *(53)*

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.                                                                                                    |
|                                                              |       |                                                                     |       |                                                                                                                                                                                                                                                        |
| Jamie C. Sokalsky *(51)*

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 (52)

Toronto, Ontario

Canada                       |       | Executive Vice President, Corporate Communications *(2009)*              |       | Executive Vice President, Corporate Communications of the Company;  prior to January 2009, Senior Vice President, Corporate Communications  of the Company; prior to February 2006, Vice President, Corporate  Communications of the Company.     |
|                                                              |       |                                                                     |       |                                                                                                                                                                                                                                                        |
| George Potter (52)

Oakville, Ontario

Canada                     |       | Senior Vice President, Capital Projects *(2008)*                         |       | Senior Vice President, 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.                                            |

 

102

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| **Name (age) and municipality of  residence** | ** ** | **Office  (date became an Officer)** | ** ** | **Principal occupations during past 5  years**                                                                                                                                                                                                       |
|-------------------------------------------------------------------|------------|-----------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Gregory A. Lang *(54)*

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 *(54)*

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.                                                            |
|                                                              |       |                                                |       |                                                                                                                                                                                                                                                                     |
| Gary Halverson *(50)*

Perth, Australia                           |       | President, Australia-Pacific (*2009)*               |       | President, Australia-Pacific of the Company; prior to  December 2008, Director of Operations Eastern Region Australia Pacific;  prior to August 2006, General Manager Cortez, Placer Dome Nevada USA,  prior to Jan 2005 General Manager Porcupine JV, Canada. |

 

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 tenyears has made a proposal under legislation relating to bankruptcy orinsolvency or instituted an arrangement with creditors while Mr. Cohen wasacting as a director for such company or within one year of Mr. Cohenresigning from the board of directors. On March 29, 2004, Haynes International, Inc. and certain ofits U.S. subsidiaries filed a voluntary petition for reorganization underChapter 11 of the U.S. Bankruptcy Code. On May 17, 2005, Collins & Aikman Inc. and substantiallyall of its U.S. operating subsidiaries filed a voluntary petition for reorganizationunder Chapter 11 of the U.S. Bankruptcy Code. Mr. Mulroney, adirector of the Company, is a director of Quebecor World Inc., a company whichduring the past ten years has made a proposal under legislation relating tobankruptcy or insolvency or instituted an arrangement with creditors while Mr. Mulroneywas acting as a director for such company. On January 21, 2008, Quebecor World Inc. and substantially all ofits U.S. operating subsidiaries filed a voluntary petition for creditorprotection under the Canadian Companies’ Creditors Arrangement Act and Chapter11 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 theBoard in its oversight of: (i) the financial reporting process and thequality, transparency and integrity of the Company’s financial statements andother related public disclosures; (ii) the Company’s internal controlsover financial reporting; (iii) the Company’s compliance with legal andregulatory requirements relevant to the financial statements and financialreporting; (v) the external auditors’ qualifications and independence; and(v) the performance of the internal audit function and the externalauditors.

 

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2.                                       The function of the Committee isoversight.  The members of the Committeeare            not full-time employees of theCompany.  The Company’s management isresponsible for the preparation of the Company’s financial statements inaccordance with applicable accounting standards and applicable laws andregulations.  The Company’s externalauditors are responsible for the audit or review, as applicable, of the Company’sfinancial statements in accordance with applicable auditing standards and lawsand regulations.

 

*CommitteeResponsibilities*

# *** ***

3.                                       The Committee’s responsibilitiesshall include:

 

External Auditors

 

(a)                              retaining andterminating, and/or making recommendations to the Board of Directors and theshareholders with respect to the retention or termination of, an externalauditing firm to conduct review engagements on a quarterly basis and an annualaudit of the Company’s financial statements;

 

(b)                             communicatingto the external auditors that they are ultimately accountable to the Board andthe Committee as representatives of the shareholders;

 

(c)                              obtaining andreviewing an annual report prepared by the external auditors describing:  the firm’s internal quality-controlprocedures; any material issues raised by the most recent internalquality-control review, or peer review, of the firm, or by any inquiry orinvestigation by governmental or professional authorities, within the precedingfive years, respecting one or more independent audits carried out by the firm,and any steps taken to deal with any such issues;

 

(d)                             evaluating theindependence of the external auditor and any potential conflicts of interestand (to assess the auditors’ independence) all relationships between theexternal auditors and the Company, including obtaining and reviewing an annualreport prepared by the external auditors describing all relationships betweenthe external auditors and the Company;

 

(e)                              approving, orrecommending to the Board of Directors for approval, all audit engagement feesand terms, as well as all non-audit engagements of the external auditors priorto the commencement of the engagement;

 

(f)                                reviewing withthe external auditors the plan and scope of the quarterly review and annualaudit engagements;

 

(g)                             setting hiringpolicies with respect to the employment of current or former employees of theexternal auditors;

 

Financial Reporting

 

(h)                             reviewing,discussing and recommending to the Board for approval the annual auditedfinancial statements and related “management’s discussion and analysis offinancial and operating results” prior to filing with securities regulatoryauthorities and delivery to shareholders;

 

104

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(i)                                 reviewing anddiscussing with the external auditors the results of their reviews and audit,any issues arising and management’s response, including any restrictions on thescope of the external auditors’ activities or requested information and anysignificant disagreements with management, and resolving any disputes;

 

(j)                                 reviewing,discussing and approving, or recommending to the Board for approval, thequarterly financial statements and quarterly “management’s discussion andanalysis of financial and operating results” prior to filing with securitiesregulatory authorities and delivery to shareholders;

 

(k)                              reviewing anddiscussing with management and the external auditors the Company’s criticalaccounting policies and practices, material alternative accounting treatments,significant accounting and reporting judgments, material written communicationsbetween the external auditor and management (including managementrepresentation letters and any schedule of unadjusted differences) andsignificant adjustments resulting from the audit or review;

 

(l)                                 reviewing anddiscussing with management the Company’s earnings press releases, as well astype of financial information and earnings guidance (if any) provided toanalysts and ratings agencies;

 

(m)                           reviewing anddiscussing such other relevant public disclosures containing financialinformation as the Committee may consider necessary or appropriate;

 

(n)                             reviewing anddiscussing with management the disclosure controls relating to the Company’spublic disclosure of financial information, including information extracted orderived from the financial statements, and periodically assess the adequacy ofsuch procedures;

 

Internal Controls Over Financial Reporting

 

(o)                             reviewing anddiscussing with management, the external auditors and the head of internalaudit the effectiveness of the Company’s internal controls over financialreporting, including reviewing and discussing any significant deficiencies inthe design or operation of internal controls, and any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Company’s internal controls over financial reporting;

 

(p)                             discussing theCompany’s process with respect to risk assessment (including fraud risk), riskmanagement and the Company’s major financial risks and financial reportingexposures, all as they relate to internal controls over financial reporting,and the steps management has taken to monitor and control such risks;

 

(q)                             reviewing anddiscussing with management the Company’s Code of Business Conduct and Ethicsand anti-fraud program and the actions taken to monitor and enforce compliance;

 

(r)                                establishingprocedures for:

 

(i)                            the receipt,retention and treatment of complaints regarding accounting, internal controlsor auditing matters; and

 

105

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(ii)                         the confidential,anonymous submission by employees of the Company of concerns regardingquestionable accounting, internal controls or auditing matters;

 

Internal Audit

 

(s)                              reviewing anddiscussing with management, the external auditors and the head of internalaudit the responsibilities and effectiveness of the Company’s internal auditfunction, 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 headof internal audit on a periodic basis;

 

(t)                                approving inadvance the retention and dismissal of the head of internal audit;

 

Other

 

(u)                             meetingseparately, periodically, with each of management, the head of internal auditand the external auditors;

 

(v)                             reportingregularly to the Board;

 

(w)                           reviewing andassessing its mandate and recommending any proposed changes to the CorporateGovernance and Nominating Committee of the Board on an annual basis; and

 

(x)                               evaluating thefunctioning of the Committee on an annual basis, including with reference tothe discharge of its mandate, with the results to be reported to the CorporateGovernance and Nominating Committee, which shall report to the Board.

 

*Responsibilitiesof the Committee Chair*

##  

4.                                       The fundamental responsibility of theCommittee Chair is to be responsible for the management and effectiveperformance of the Committee and provide leadership to the Committee infulfilling its mandate and any other matters delegated to it by the Board.  To that end, the Committee Chair’sresponsibilities shall include:

 

(a)                              working with the Chairman of the Board,the Chief Executive Officer and the Secretary to establish the frequency ofCommittee meetings and the agendas for meetings;

 

(b)                             providing leadership to the Committee andpresiding over Committee meetings;

 

(c)                              facilitating the flow of information toand from the Committee and fostering an environment in which Committee membersmay ask questions and express their viewpoints;

 

(d)                             reporting to the Board with respect tothe significant activities of the Committee and any recommendations of theCommittee;

 

(e)                              leading the Committee in annuallyreviewing and assessing the adequacy of its mandate and evaluating itseffectiveness in fulfilling its mandate; and

 

(f)                                taking such other steps as are reasonablyrequired to ensure that the Committee carries out its mandate.

 

106

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*Powers*

# *** ***

5.                                       The Committee shall have the authority,including approval of fees and other retention terms, to obtain advice andassistance from outside legal, accounting or other advisors in its solediscretion, at the expense of the Company, which shall provide adequate fundingfor such purposes.  The Company shallalso provide the Committee with adequate funding for the ordinaryadministrative 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 andresponsibilities.  The Committee may, inits discretion, delegate all or a portion of its duties and responsibilities toa subcommittee of the Committee.

 

*Composition*

# *** ***

6.                                       The Committee shall be appointedby the Board annually and shall be comprised of a minimum of threedirectors.  If an appointment of membersof the Committee is not made as prescribed, the members shall continue as suchuntil their successors are appointed.

 

7.                                       All of the members of the Committee shallbe directors whom the Board has determined are independent, taking into accountthe applicable rules and regulations of securities regulatory authoritiesand/or stock exchanges.

 

8.                                       Each member of the Committee shallbe “financially literate” and at least one member of the Committee shall have “accountingor related financial management expertise”(1).At least one member of theCommittee shall be an “audit committee financial expert”, as defined in theapplicable rules and regulations of securities regulatory authoritiesand/or stock exchanges.

 

9.                                       If a Committee membersimultaneously serves on the audit committee of more than three publiccompanies, the Board shall make a determination as to whether such service impairsthe ability of such member to serve effectively on the Committee and disclosesuch determination in the Company’s annual proxy statement.

 

*Meetings*

# *** ***

10.                                 The Committee shall have a minimum of fourmeetings per year, to coincide with the Company’s financial reportingcycle.  Additional meetings will bescheduled as considered necessary or appropriate, including to considerspecific matters at                                       the request of the externalauditors or the head of internal audit.

 

11.                                 The time and place of the meetings of theCommittee, the calling of meetings and the procedure in all things at suchmeetings shall be determined by the Chairman of the Committee.

 

----

(1) For purposes of this mandate,  “financially literate” means the ability toread and understand a balance sheet, an income statement, a cash flow statementand the related notes that present a breadth and level of complexity ofaccounting issues that are generally comparable to the breadth and complexityof issues that can reasonably be expected to be raised by the Company’sfinancial statements, and  “accounting orrelated financial management expertise” means the ability to analyze andinterpret a full set of financial statements, including the related notes thatpresent a breadth and level of complexity of accounting issues that aregenerally comparable to the breadth and complexity of issues that canreasonably be expected to be raised by the Company’s financial statements.

 

107

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**Composition of the Audit Committee**

** **

TheAudit Committee is comprised entirely of independent directors (D.J. Carty, P.A.Crossgrove, R.M. Franklin and S.J. Shapiro). There were seven meetings of theAudit Committee during 2008. All of the members of the Audit Committee attendedall of the meetings held in 2008 while they were members, with the exception ofR.M. Franklin who did not attend two meetings.

 

Allof the members of the Audit Committee are financially literate and at least onemember has accounting or related financial management expertise. Barrick’sBoard of Directors has determined that S.J. Shapiro, a member of the AuditCommittee, is an “audit committee financial expert” as defined by SEC rules andis independent, as that term is defined by the New York Stock Exchange’scorporate governance standards applicable to Barrick.

 

Therules adopted by the SEC indicate that the designation of Mr. Shapiroas an audit committee financial expert will not deem him to be an “expert” forany purpose or impose any duties, obligations or liability on Mr. Shapirothat are greater than those imposed on members of the Audit Committee andBarrick’s Board of Directors who do not carry this designation. Other membersof the Audit Committee are also experienced audit committee members and mayqualify as “audit committee financial experts”; however, the Board of Directorshas only made the specific determination in respect of Mr. Shapiro.

 
| **Donald J. Carty,** 62

**Dallas, Texas, USA**            | ** ** | **Mr. Carty is the Chairman of Porter  Airlines Inc. and Virgin America Airlines, commercial airline companies.  He served as Vice Chairman and Chief Financial Officer of Dell, Inc., a  computer manufacturer, from early 2007 until mid 2008. From 1998 to 2003, he  was the Chairman and Chief Executive Officer of AMR Corp. and American Airline,  a commercial airline company. He is also a director of Hawaiian  Holdings, Inc., Gluskin Sheff & Associates, Inc. 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,** 72

**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 the  Chairman of the Board of Excellon Resources Inc., a mineral resource company,  and a director of QLT Inc., Dundee REIT, West Timmins Mining Inc.  and Pelangio Mines Inc. Mr. Crossgrove is also 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.** |
| ** **                                                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **R.M. Franklin**, 62

Toronto, Ontario, Canada            |       | Mr. Franklin is President of Signalta  Capital Corporation, an investment company. From August 21, 2006 to  March 30, 2007, he was Chairman of the Board of Photowatt Technologies,  a developer of solar power technologies, and 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.                                                                                                                                               |

 

108

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| **Steven J. Shapiro**, 56

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 a trustee of the Houston Museum of Natural Science. Mr. Shapiro holds  an undergraduate degree from Union College and a master’s degree in business  administration from Harvard University. |
|------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Participation on Other Audit Committees**

** **

TheCompany does not restrict the number of other audit committees on which membersof its Audit Committee may serve. R.M. Franklin currently serves on the auditcommittees of three other public companies.  Barrick’s Board of Directors has determined that the service of R.M.Franklin on the audit committees of such other companies does not impair hisability to effectively serve on the Audit Committee, particularly given hisexperience as a director of public companies.

 

**Audit Committee Pre-Approval Policies and Procedures**

** **

Barrick’sAudit Committee has adopted a pre-approval policy with respect to permittednon-audit services. Under this policy, subject to certain conditions, specifiedaudit-related services, tax-related non-audit services, audit services andcertain permitted non-audit services may be presented to the Audit Committeefor pre-approval as a category of services on an annual or project basis. On aquarterly basis, management of Barrick is required to update the AuditCommittee in respect of the actual amount of fees in comparison to thepre-approved estimate. Following the annual pre-approval, on an interimbasis, management of Barrick is permitted to approve statutory, compliance andsubsidiary audits and additional audit-related services and specified non-auditservices, provided that the estimated fees for such services fall withinspecified dollar limits.  Additionalaudit-related services and specified non-audit services that exceed the dollarthresholds and all additional non-audit services, including tax-relatednon-audit services, require the pre-approval of the Audit Committee (or ifwithin a specified dollar threshold, the Committee Chairman).

 

**External Auditor Service Fees**

** **

PricewaterhouseCoopersLLP are the auditors of Barrick’s Consolidated Financial Statements. Thefollowing PricewaterhouseCoopers LLP fees were incurred by Barrick in each ofthe years ended December 31, 2008 and 2007 for professional servicesrendered to Barrick:

 
| **Fees  (amount in millions)** | ** ** | **2008** | ** ** | **2007** | ** ** |
|------------------------------------------|------------|----------|------------|----------|------------|
|                                     |       |     |       |     |       |
| Audit Fees  (1)                          |       | $        | 7.9        |     | $          | 7.5 |   |
| Audit-Related  Fees (2)                  |       | 0.4      |       | 0.4      |       |
| Tax Fees (3)                             |       | 1.0      |       | 1.1      |       |
| All Other  Fees (4)                      |       | 0.1      |       | 0.1      |       |
|                                     |       |     |       |     |       |
| Total                                    |       | $        | 9.4        |     | $          | 9.1 |   |

 

109

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----

(1)        Audit Fees comprise professional services forthe audit of Barrick’s annual financial statements, review of Barrick’s interimfinancial statements, and services normally provided in connection with Barrick’sstatutory and regulatory filings.  TheAudit Fees for 2008 have increased by $0.4 million due to the impact of theacquisition of Barrick Energy, before the effect of foreign currencytranslation that increased the fees reported in U.S. dollars by $0.3 million.

 

(2)        Audit-Related Fees comprise amounts paid in connection with a publicdebt offering, for consultations on accounting developments and accounting forpotential corporate transactions.

 

(3)        Tax Fees comprise amounts paid for tax compliance and advisory services.

 

(4)        In 2008, All Other Fees comprise amounts paid for accounting andinternal audit software applications and accounting research services.

 

**CONTROLS AND PROCEDURES**

** **

Disclosurecontrols and procedures are designed to ensure that information required to bedisclosed by Barrick in reports filed with securities regulatory agencies isrecorded, processed, summarized and reported on a timely basis and isaccumulated and communicated to Barrick’s management, including our ChiefExecutive Officer and Chief Financial Officer, as appropriate, to allow timelydecisions regarding required disclosure.

 

Anevaluation was carried out under the supervision of and with the participationof Barrick’s management, including our Chief Executive Officer and ChiefFinancial Officer, of the effectiveness of our disclosure controls andprocedures (as defined in rules adopted by the SEC) as of December 31,2008. Based on that evaluation, our Chief Executive Officer and Chief FinancialOfficer concluded that as of December 31, 2008 our disclosure controls andprocedures were effective.

 

Internalcontrol over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles. A control system, no matter how well designedand operated, can provide only reasonable, not absolute, assurance with respectto the reliability of financial reporting and financial statement preparation.Accordingly, Barrick’s management, including our Chief Executive Officer andour Chief Financial Officer, does not expect that Barrick’s internal controlover financial reporting will prevent or detect all error and all fraud.

 

Therehas been no change in Barrick’s internal control over financial reportingduring the year ended December 31, 2008 that materially affected, or thatis reasonably likely to materially affect, Barrick’s internal control overfinancial reporting.  For additionalinformation, see Barrick’s “Management’s Report on Internal Control OverFinancial Reporting” in its 2008 Annual Report.

 

Barrickwill continue to periodically review its disclosure controls and procedures andinternal control over financial reporting and may make modifications from timeto time as considered necessary or desirable.

 

**NON-GAAP FINANCIAL MEASURES**

** **

**Total Cash Costs**

** **

Total cash costs per ounce/pound are a non-GAAP financial measure.  Total cash costs include all costs absorbedinto inventory, as well as royalties, by-product credits and production taxes,and exclude inventory purchase accounting adjustments, unrealized gains/lossesfrom non-hedge currency and commodity contracts and amortization and accretion.  The presentation of these statistics in thismanner allows Barrick to monitor and manage those factors that impactproduction costs on a monthly basis.

 

110

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Barrick calculates total cash costs based on its equity interest inproduction from its mines.  Total cashcosts per ounce/pound are calculated by dividing the aggregate of these costsby gold ounces and copper pounds sold. Total cash costs and total cash costs per ounce/pound are calculated ona consistent basis for the periods presented. In Barrick’s income statement, amortization is presented separately fromcost of sales.  Some companies includeamortization in cost of sales, which results in a different measurement of costof sales in the income statement.  Manymining companies record the unrealized gains/losses from non-hedge currency andcommodity contracts in other income, and therefore these amounts are notreflected in the cost of sales/cash costs measures presented by these companies.  Consequently, Barrick believes that removingthese unrealized gains/losses provides investors and analysts with a measure ofBarrick’s cash costs of production that is more comparable to the cash costsmeasures presented by other mining companies.

 

Barrickhas provided the reconciliations set out below to illustrate the impact ofexcluding amortization and accretion, inventory purchase accounting adjustmentsand unrealized gains/losses from non-hedge currency and commodity contractsfrom total cash costs per ounce/pound statistics.  Under purchase accounting rules, Barrickrecorded the fair value of acquired work in progress and finished goodsinventories as at the date of the Placer Dome acquisition.  As the acquired inventory is sold, anypurchase accounting adjustments reflected in the carrying amount of inventoryat acquisition, impacts cost of sales. The method of valuing these inventories is based on estimated sellingprices less costs to complete and a reasonable profit margin.  Consequently, the fair values do notnecessarily reflect costs to produce consistent with ore mined and processedinto gold and copper after the acquisition.

 

Managementbelieves that using an equity interest presentation is a fairer, more accurateway to measure economic performance than using a consolidated basis.  For mines where Barrick holds less than a100% share in the production, it excludes the economic share of gold productionthat flows to its partners who hold a non-controlling interest. Consequently,for the Tulawaka mine, although Barrick fully consolidated this mine in itsConsolidated Financial Statements, its production and total cash coststatistics only reflect its equity share of the production.

 

Total cash costs per ounce/pound statistics areintended to provide additional information, do not have any standardizedmeaning prescribed by U.S. GAAP and should not be considered in isolation or asa substitute for measures of performance prepared in accordance with U.S.GAAP.  The measures are not necessarilyindicative of operating profit or cash flow from operations as determined underU.S. GAAP.  Other companies may calculatethese measures differently.

 

111

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***Reconciliation of Cost of Sales to Total CashCosts per ounce/pound***

 
| ** **                                                                                         | ** ** | **For the years ended December 31** | ** ** |
|----------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------|------------|
| ** **                                                                                         | ** ** | **Gold**                                                     | ** ** | **Copper** | ** ** |
| **($ millions, except per ounce/pound information in dollars)** | ** ** | **2008**                                                     | ** ** | **2007** | ** ** | **2006** | ** ** | **2008** | ** ** | **2007** | ** ** | **2006** | ** ** |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Cost of  sales                                                                                     |       | $                                                            | 3,426      |   | $ | 2,805 |   | $ | 2,319 |   | $ | 436 |   | $ | 339 |   | $ | 391 |   |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Cost of  sales attributable to discontinued operations                                             |       | —                                                       |       | (9 | ) | 51 |   | — |   | — |   | — |   |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Cost of  sales attributable to non-controlling interests (1)                                       |       | (14                                                          | )          | (15 | ) | (12 | ) | — |   | — |   | — |   |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Unrealized  non-hedge gains/(losses) on currency and commodity contracts                           |       | (15                                                          | )          | (5 | ) | — |   | — |   | — |   | — |   |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Inventory  purchase accounting adjustments                                                         |       | (16                                                          | )          | — |   | (11 | ) | — |   | (9 | ) | (97 | ) |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Impact of  Barrick Energy                                                                          |       | (14                                                          | )          | — |   | — |   | — |   | — |   | — |   |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Total Cash  Costs                                                                                  |       | 3,367                                                        |       | 2,776 |   | 2,347 |   | 436 |   | 330 |   | 294 |   |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Ounces/pounds  sold - consolidated basis (000’s)                                              |       | 7,658                                                        |       | 8,108 |   | 8,566 |   | 367 |   | 401 |   | 376 |   |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Ounces/pounds  sold - non-controlling interest (000’s)                                        |       | (63                                                          | )          | (53 | ) | (176 | ) | — |   | — |   | — |   |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Ounces/pounds  sold - equity basis (000’s)                                                    |       | 7,595                                                        |       | 8,055 |   | 8,390 |   | 367 |   | 401 |   | 376 |   |
|                                                                                               |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Total cash  costs per ounce/per pound                                                              |       | $                                                            | 443        |   | $ | 345 |   | $ | 280 |   | $ | 1.19 |   | $ | 0.82 |   | $ | 0.78 |   |

 

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(1) Relates to a 70% interest in Tulawaka and a 50% interest inSouth Deep prior to 2007.

 

**Realized Price**

** **

Realizedprice is a non-GAAP financial measure which excludes from sales (i) unrealizedgains and losses on non-hedge derivative contracts and (ii) unrealizedmark-to-market gains and losses on outstanding receivables from copper and goldsales contracts.  The use of this measureis intended to enable management to better understand the price realized ineach reporting period for gold and copper sales because unrealizedmark-to-market value of non-hedge gold and copper derivatives and unrealizedmark-to-market gains and losses on outstanding receivables from copper and goldsales contracts are subject to change each period due to changes in marketfactors such as spot and forward gold and copper prices such that pricesultimately realized may differ from those recorded. The exclusion of suchunrealized mark-to-market gains and losses from the presentation of thisperformance measure enables investors to understand performance based on therealized proceeds of selling gold and copper production.  The gains and losses on non-hedge derivativesand receivable balances relate to instruments/balances that mature in futureperiods, at which time the gains and losses will become realized.  The amounts of these gains and losses reflectfair values based on market valuation assumptions at the end of each period anddo not necessarily represent the amounts that will become realized onmaturity.  For those reasons, Managementbelieves that this measure provides a more accurate reflection of the Company’spast performance and is a better indicator of its expected performance infuture periods.

 

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Therealized price measure is intended to provide additional information, and doesnot have any standardized meaning prescribed by U.S. GAAP and should not beconsidered in isolation or as a substitute for measures of performance preparedin accordance with U.S. GAAP.  Themeasure is not necessarily indicative of sales as determined under U.S.GAAP.  Other companies may calculate thismeasure differently. The following table reconciles realized prices to the mostdirectly comparable U.S. GAAP measure.

 

***Reconciliation of Sales toRealized Price per ounce/per pound***

 
| ** **                                                                                  | ** ** | **For the years ended December 31** | ** ** |
|---------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------|------------|
| ** **                                                                                  | ** ** | **Gold**                                                     | ** ** | **Copper** | ** ** |
| **($ millions, except per ounce/pound data in dollars)** | ** ** | **2008**                                                     | ** ** | **2007** | ** ** | **2006** | ** ** | **2008** | ** ** | **2007** | ** ** | **2006** | ** ** |
|                                                                                        |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Sales                                                                                       |       | $                                                            | 6,656      |   | $ | 5,027 |   | $ | 4,493 |   | $ | 1,228 |   | $ | 1,305 |   | $ | 1,137 |   |
|                                                                                        |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Sales  attributable to non-controlling interests                                            |       | (56                                                          | )          | (38 | ) | 52 |   | — |   | — |   | — |   |
| Unrealized  non-hedge gold/copper derivative (gains) losses                                 |       | 2                                                            |       | (2 | ) | 7 |   | (23 | ) | (26 | ) | 13 |   |
| Unrealized  mark to market provisional price adjustments                                    |       | (1                                                           | )          | (2 | ) | 1 |   | 38 |   | 10 |   | — |   |
|                                                                                        |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Sales — as  adjusted                                                                   |       | 6,601                                                        |       | 4,985 |   | 4,553 |   | 1,243 |   | 1,289 |   | 1,150 |   |
|                                                                                        |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Ounces/pounds  sold (000’s)                                                            |       | 7,595                                                        |       | 8,055 |   | 8,390 |   | 367 |   | 401 |   | 376 |   |
|                                                                                        |       |                                                         |       |   |   |   |   |   |   |   |   |   |   |
| Realized  gold/copper price per ounce/pound                                                 |       | $                                                            | 870        |   | $ | 619 |   | $ | 543 |   | $ | 3.39 |   | $ | 3.22 |   | $ | 3.06 |   |

 

**INTERESTS OF EXPERTS**

** **

PricewaterhouseCoopersLLP, the auditors of the Company, has advised the Company that it isindependent in accordance with the Rules of Professional Conduct of theInstitute of Chartered Accountants of Ontario and has complied with the SEC’s rules onauditor independence.

 

**ADDITIONAL INFORMATION**

** **

Additionalinformation, including directors’ and officers’ remuneration and indebtedness,principal holders of the Company’s securities and options to purchasesecurities is contained in the Company’s Management Information Circular andProxy Statement dated March 17, 2009. As well, additional financialinformation is provided in the Company’s 2008 Annual Report, in the Company’sConsolidated Financial Statements (as prepared under U.S. GAAP) and Management’sDiscussion and Analysis of Financial and Operating Results for the year ended December 31,2008 (as prepared under U.S. GAAP), each of which is available electronicallyfrom the Canadian System for Electronic Document Analysis and Retrieval (SEDAR)(www.sedar.com) and from the SEC’s Electronic Document Gathering and RetrievalSystem (EDGAR) (www.sec.gov).  AdditionalInformation relating to Barrick is available on SEDAR at www.sedar.com and onEDGAR at www.sec.gov.

 

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