Material Change Report of Barrick dated March 19, 2009



 EXHIBIT 4.7 
 FORM 51-102F3 
 MATERIAL CHANGE REPORT 
 Section 7.1 of National Instrument 51-102 
 Continuous Disclosure
Obligations 
  

			
	 ITEM 1:
	  	 NAME AND ADDRESS OF COMPANY

		
		  	 Barrick Gold Corporation (“Barrick”)

		  	 Brookfield Place

		  	 TD Canada Trust Tower, Suite 3700

		  	 161 Bay Street, P.O. Box 212

		  	 Toronto, Ontario M5J 2S1

	  
 ITEM 2:
	  	 DATE OF MATERIAL CHANGE

		
		  	 March 19, 2009.

	  
 ITEM 3:
	  	 NEWS RELEASE

		
		  	 A news release with respect to the material change referred to in this report was issued on March 19, 2009 and distributed through newswire services. See Schedule A for a
copy of the news release.

	  
 ITEM 4:
	  	 SUMMARY OF MATERIAL CHANGE

		
		  	 On March 19, 2009, Barrick announced that it had entered into an underwriting agreement to issue $750 million in aggregate principal amount of 6.950% notes due
2019.

	  
 ITEM 5:
	  	 FULL DESCRIPTION OF MATERIAL CHANGE

		
		  	 On March 19, 2009, Barrick announced that it had entered into an underwriting agreement to issue $750 million in aggregate principal amount of 6.950% notes due
2019.

		
		  	 The net proceeds of the offering will be used for general corporate purposes, including to fund construction at Barrick’s projects and make investments in
Barrick’s subsidiaries.

		
		  	 See the news release attached hereto as Schedule A for a full description of the material change.

	  
 ITEM 6:
	  	 RELIANCE OF SUBSECTION 7.1(2) OR (3) of NATIONAL INSTRUMENT 51-102


  

			
		  	 Not applicable.










			
	 ITEM 7:
	  	 OMITTED INFORMATION

		
		  	 Not applicable.

	  
 ITEM 8:
	  	 EXECUTIVE OFFICER

		
		  	 For further information, please contact:

		
		  	 Faith Teo

		  	 Senior Counsel and Assistant Secretary

		  	 (416) 307-7340

	  
 ITEM 9:
	  	 DATE OF REPORT

		
		  	 March 24, 2009.

		
		  	 Dated at Toronto, Ontario this 24th day of March, 2009


  

			
	 by
	 	 (signed) Faith T. Teo

		 	 Faith T. Teo

		 	 Senior Counsel and Assistant Secretary



  

 - 2 - 








 SCHEDULE A 







 

 
 PRESS RELEASE - March 19, 2009 
 All amounts expressed in US dollars. 

 
 Barrick Announces Sale of $750 Million in Debt
Securities 
  
 
Barrick Gold Corporation (NYSE: ABX) (TSX: ABX) (“Barrick”) announced today that it has entered into an underwriting agreement to issue $750 million in aggregate principal amount of 6.95% notes due 2019.
Closing of the offering is expected to take place on March 24, 2009. 
 
The offering is being underwritten by a syndicate of underwriters led by Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., and Citigroup Global Markets Inc. 
 The net proceeds of the offering will be used for general corporate purposes,
including to fund construction at Barrick’s projects and make investments in Barrick’s subsidiaries. 
 The sale of the notes is being made in the United States under an existing debt shelf prospectus filed with Canadian and U.S. securities regulators. 
 A copy of the prospectus may be obtained by calling
Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649, J.P. Morgan Securities Inc. collect at 1-212-834-4533 or Citigroup Global Markets Inc. toll-free at 1-877-858-5407. 
 This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 
 Barrick’s vision is to be the world’s best gold company by finding,
acquiring, developing and producing quality reserves in a safe, profitable and socially responsible manner. 
  
  

			
	 INVESTOR CONTACT:
	  	 MEDIA CONTACT:

	 Deni Nicoski
	  	 Vincent Borg

	 Vice President,
	  	 Executive Vice President,

	 Investor Relations
	  	 Corporate Communications

	 Tel:  (416) 307-7410
	  	 Tel:  (416) 307-7477

	 Email:  dnicoski@barrick.com
	  	 Email:  vborg@barrick.com


  


					
	 BARRICK GOLD CORPORATION
	 	1	 	PRESS RELEASE









 CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION 
 Certain information contained in this Press Release constitutes “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements. The words
“believe”, “expect”, “will”, “anticipate”, “contemplate”, “target”, “plan”, “continue’, “budget”, “may”, “intend”, “estimate” and
similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. 
 The Company disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise, except as required by applicable law. 
  


					
	 BARRICK GOLD CORPORATION
	 	2	 	PRESS RELEASE