**Exhibit4.30**

**EXECUTIONVERSION**

**SHARE PURCHASE AGREEMENT**

Between

**PDG AUREATE LIMITED**

as Vendor

- and -

**BARRICK GOLDCORPORATION**

as Guarantor

- and -

**GOLD FIELDS LIMITED**

as Purchaser

 

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September 11, 2006

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**TABLE OF CONTENTS**
|            |       | **ARTICLE 1INTERPRETATION**                                    |       |       |
|------------|------------|---------------------------------------------------------------------|------------|------------|
| 1.1        |       | Defined Terms                                                       |       | 1          |
| 1.2        |       | Interpretation                                                      |       | 6          |
| 1.3        |       | Entire Agreement                                                    |       | 7          |
| 1.4        |       | Amendment and Waivers                                               |       | 8          |
| 1.5        |       | Applicable Law                                                      |       | 8          |
| 1.6        |       | Severability                                                        |       | 8          |
| 1.7        |       | Calculation of Days                                                 |       | 8          |
| 1.8        |       | Business Days                                                       |       | 8          |
| 1.9        |       | Time of Essence                                                     |       | 9          |
| 1.10       |       | Schedules                                                           |       | 9          |
|       |       |                                                                |       |       |
| ** ** | ** ** | **ARTICLE 2**                                                  | ** ** | ** ** |
| ** ** | ** ** | **PURCHASE  OF SHARES**                                             | ** ** | ** ** |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| 2.1        |       | Purchase and Sale of Shares                                         |       | 9          |
| 2.2        |       | Purchase Price                                                      |       | 9          |
| 2.3        |       | Hold Period                                                         |       | 10         |
| 2.4        |       | Purchase Price Adjustment                                           |       | 11         |
| 2.5        |       | Security for Obligations                                            |       | 11         |
|       |       |                                                                |       |       |
| ** ** | ** ** | **ARTICLE 3**                                                  | ** ** | ** ** |
| ** ** | ** ** | **REPRESENTATIONS  AND WARRANTIES**                                 | ** ** | ** ** |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| 3.1        |       | Representations and Warranties of Vendor                            |       | 12         |
| 3.2        |       | Representations and Warranties of Barrick                           |       | 16         |
| 3.3        |       | Representations and Warranties of Purchaser                         |       | 17         |
| 3.4        |       | Survival of Representations, Warranties, Covenants  and Indemnities |       | 21         |
| 3.5        |       | Acknowledgement Regarding Access                                    |       | 21         |
|       |       |                                                                |       |       |
| ** ** | ** ** | **ARTICLE 4**                                                  | ** ** | ** ** |
| ** ** | ** ** | **COVENANTS**                                                       | ** ** | ** ** |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| 4.1        |       | Access to Information and Property                                  |       | 21         |
| 4.2        |       | Access and Preservation of Records                                  |       | 22         |
| 4.3        |       | Purchaser Observer                                                  |       | 22         |
| 4.4        |       | Post-Closing Indemnity                                              |       | 23         |
| 4.5        |       | Operations During Interim Period                                    |       | 23         |
| 4.6        |       | Option Right Under Joint Venture Agreement                          |       | 23         |
| 4.7        |       | Certain South African Securities Law Matters                        |       | 24         |
| 4.8        |       | U.S. Securities Laws                                                |       | 24         |
| 4.9        |       | Inter-Company Loan                                                  |       | 25         |
| 4.10       |       | Distributions to Shareholders                                       |       | 26         |
| 4.11       |       | Resignation of Employees, Directors and Officers                    |       | 26         |
| 4.12       |       | Change of Name                                                      |       | 26         |

 

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| 4.13       |       | Insurance Proceeds in Respect of Mine Shaft and Fire  Incident |       | 26         |
|------------|------------|----------------------------------------------------------------|------------|------------|
| 4.14       |       | Transfer Taxes                                                 |       | 26         |
| 4.15       |       | Transfer of Certain Assets of BGSA                             |       | 27         |
|       |       |                                                           |       |       |
| ** ** | ** ** | **ARTICLE 5**                                             | ** ** | ** ** |
| ** ** | ** ** | **CONDITIONS  OF CLOSING**                                     | ** ** | ** ** |
| ** ** | ** ** | ** **                                                     | ** ** | ** ** |
| 5.1        |       | Conditions of Closing in Favour of Vendor                      |       | 27         |
| 5.2        |       | Conditions of Closing in Favour of Purchaser                   |       | 29         |
| 5.3        |       | Actions to Satisfy Closing Conditions                          |       | 30         |
| 5.4        |       | Opportunity to Cure                                            |       | 31         |
| 5.5        |       | WAL Letter                                                     |       | 32         |
| ** ** | ** ** | ** **                                                     | ** ** | ** ** |
| ** ** | ** ** | **ARTICLE 6**                                             | ** ** | ** ** |
|       |       | **CLOSING  ARRANGEMENTS**                                      |       |       |
|       |       | ** **                                                     |       |       |
| 6.1        |       | Closing Date                                                   |       | 32         |
| 6.2        |       | Place of Closing                                               |       | 32         |
| 6.3        |       | Delivery of Closing Documentation to Purchaser                 |       | 33         |
| 6.4        |       | Delivery of Purchaser’s Closing Documentation             |       | 33         |
| 6.5        |       | Further Assurances                                             |       | 33         |
|       |       |                                                           |       |       |
| ** ** | ** ** | **ARTICLE 7**                                             | ** ** | ** ** |
| ** ** | ** ** | **INDEMNIFICATION**                                            | ** ** | ** ** |
| ** ** | ** ** | ** **                                                     | ** ** | ** ** |
| 7.1        |       | General Indemnification by Purchaser                           |       | 34         |
| 7.2        |       | General Indemnification by Vendor                              |       | 34         |
| 7.3        |       | Taxes                                                          |       | 35         |
| 7.4        |       | Notice of Claim                                                |       | 35         |
| 7.5        |       | Direct Claims                                                  |       | 36         |
| 7.6        |       | Interest on Loss                                               |       | 36         |
| 7.7        |       | Third Party Claims                                             |       | 36         |
| 7.8        |       | Settlement of Third Party Claims                               |       | 37         |
| 7.9        |       | Co-operation                                                   |       | 37         |
| 7.10       |       | Subrogation                                                    |       | 37         |
|       |       |                                                           |       |       |
| ** ** | ** ** | **ARTICLE 8**                                             | ** ** | ** ** |
| ** ** | ** ** | **PERFORMANCE  GUARANTEE**                                     | ** ** | ** ** |
| ** ** | ** ** | ** **                                                     | ** ** | ** ** |
| 8.1        |       | Guarantee                                                      |       | 37         |
| 8.2        |       | Performance on Demand                                          |       | 38         |
| 8.3        |       | Primary Obligation                                             |       | 38         |
| 8.4        |       | Waiver of Defences                                             |       | 38         |
|       |       |                                                           |       |       |
| ** ** | ** ** | **ARTICLE 9**                                             | ** ** | ** ** |
| ** ** | ** ** | **GENERAL**                                                    | ** ** | ** ** |
| ** ** | ** ** | ** **                                                     | ** ** | ** ** |
| 9.1        |       | Notices                                                        |       | 39         |
| 9.2        |       | Consultations                                                  |       | 40         |

 

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| 9.3 |   | Confidentiality Agreements |   | 40 |
|-----|--------|----------------------------|--------|----|
| 9.4 |   | Choice of Jurisdiction     |   | 40 |
| 9.5 |   | Successors and Assigns     |   | 41 |
| 9.6 |   | Effect of Certificates     |   | 41 |
| 9.7 |   | Counterparts               |   | 42 |

 

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**SHAREPURCHASE AGREEMENT**

**THISAGREEMENT** made as of the 11th day of September, 2006.

**BETWEEN:**

**PDG AUREATE LIMITED**,

a company existing underthe laws of Mauritius,

(referred to in thisAgreement as “**Vendor**”),

OF THE FIRST PART,

- and -

**BARRICK GOLD CORPORATION**,

a company existing under the laws of the Province

of Ontario, Canada,

(referred to in thisAgreement as “**Barrick**”),

OF THE SECONDPART,

**GOLD FIELDS LIMITED**,

a company existing underthe laws of SouthAfrica,

(referred to in thisAgreement as “**Purchaser**”),

OF THE THIRD PART.

THIS AGREEMENTWITNESSES THAT, in consideration of the respective covenants, agreements,payments, representations, warranties and indemnities herein contained and forother good and valuable consideration (the receipt and sufficiency of which areacknowledged by each party), the parties hereto covenant and agree as follows:

**ARTICLE 1INTERPRETATION**

**1.1****                                                                               DefinedTerms.**

For purposes of thisAgreement and, if applicable, the annexed Schedules, unless the contextotherwise requires, the following terms shall have the respective meanings setout below and grammatical variations of such terms shall have correspondingmeanings:

(a)                                  “**ADRs**” means American Depositary Receipts evidencing AmericanDepositary Shares, each representing one ordinary share of Gold Fields Limited,listed on the New York Stock Exchange;

(b)                                 “**Affiliate**” has the meaning set forth in Schedule 1.1(b)annexed hereto;

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(c)                                  “**Agreement**” means this agreement, including all schedules andexhibits hereto;

(d)                                 “**body corporate**” has the meaning set forth in Schedule 1.1(b)annexed hereto;

(e)                                  “**BGSA**” means Barrick Gold South Africa (Proprietary) Limited(Registration No. 1998/023354/07), a company existing under the laws of theRepublic of South Africa (formerly known as Placer Dome South Africa (Pty)Ltd);

(f)                                    “**Business**” means the business carried on at any time by BGSA,including with respect to the Joint Venture and the Joint Venture’s ownershipand operation of the Property and all activities ancillary thereto;

(g)                                 “**Business Day**” means any day, other than a Saturday or aSunday, on which banks in Toronto, Ontario andJohannesburg, Republic of South Africa are open for business;

(h)                                 “**Cash Consideration**” has the meaning set forth in Section2.2;

(i)                                     “**Claim**” means a claim for any Loss incurred or suffered by aperson, body corporate or other entity asserting such claim;

(j)                                     “**Closing**” means the completion of the transactioncontemplated by this Agreement;

(k)                                  “**Closing Date**” has the meaning set forth in Section 6.1;

(l)                                     “**Closing Time**” means 10:00 a.m. (Johannesburg time) on theClosing Date or such other time on the Closing Date as the Parties may agree asthe time at which the Closing shall take place;

(m)                               “**Competition Act**” means the South African Competition Act,No. 89 of 1998;

(n)                                 “**Confidentiality Agreements**” means the confidentialityagreements dated as of July 3, 2006 between Barrick and Purchaser and theconfidentiality agreement between Barrick, Purchaser and WAL dated as of July19, 2006;

(o)                                 “**Consideration Shares**” means that number of shares ofPurchaser issued in payment of the Share Consideration;

(p)                                 “**Contract**” means any agreement, indenture, contract,equipment or premises lease or royalty or any similar instrument or othercommitment;

(q)                                 “**Deposit Agreement**” means the deposit agreement, dated as ofFebruary 2, 1998, as amended and restated as of May 21, 2002, betweenPurchaser, The Bank of New York and all owners and beneficial owners from timeto time of the ADRs issued thereunder;

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(r)                                    “**Encumbrance**” means any encumbrance, lien, charge, hypothec,pledge, mortgage, security interest of any nature, adverse claim, exception,reservation, easement, option, right of pre-emption, privilege or any Contractto create any of the foregoing;

(s)                                  “**Environmental Liabilities**” means, with respect to theBusiness, the Property or BGSA, any and all actions, causes of action, demands,claims, debts, obligations, Losses, liabilities (contingent or otherwise),duties, requirements, orders, injunctions, decisions, judgments, directives,penalties, fines or rights of action of any nature instituted, required, made,imposed, rendered, issued or arising under or pursuant to common law or anyfederal, national, provincial, state, municipal or local statute, regulation,by-law, order, ordinance or other law, or any permit, licence, registration,submission, filing, consent, certificate, approval or other authorizationpertaining to the protection or conservation of the natural environment, theprotection or preservation of wildlife or fishery resources, the protection ofland rights, the undertaking of mineral resource exploration, development,extraction or processing operations and the decommissioning, abandonment orclosure of such operations or matters reasonably ancillary to any of theforegoing, including the reclamation, remediation, rehabilitation andrestoration of mining properties and of the natural environment, whetherinstituted, initiated or made by Barrick, Vendor, BGSA or Purchaser or any oftheir respective Affiliates or any other Person or instituted, required, made,imposed, rendered or issued by a department, ministry, official, regulatory oradministrative agency or other authority or by a third party. For greatercertainty, a law pertaining to the protection or conservation of the naturalenvironment shall include all such laws relating to the manufacture,processing, generation, distribution, use, treatment, storage, disposal,transport, labelling, handling, discharge, release, clean-up, containmentand/or removal of any pollutants, contaminants, chemicals, toxic or hazardoussubstances, industrial, domestic or hazardous wastes including flammable,corrosive, reactive, explosive, leachate toxic, pathological, infectious orradioactive materials or wastes or otherwise relating to a condition oroccurrence which may affect adversely the quality or use of soil, water, air,vegetation, wildlife or property or result in damage or risk to the life,health, safety, welfare or comfort of human beings;

(t)                                    **“Gold Fields Loan”** has the meaning given to it in Section4.9;

(u)                                 “**Governmental Authority**”means any governmental authority, any local authority and any politicalsubdivision of any of the foregoing, any multi-national organization or body,any agency, department, commission, board, bureau, court or other authoritythereof, or any quasi-governmental or private body exercising, or purporting toexercise, any executive, legislative, judicial, administrative, police,regulatory or taxing authority or power of any nature;

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(v)                                 **“Inter-Company Loan”** means the loan owing by BGSA to PDGBank Limited, the principal amount of which is $400,000,000 plus, as of anydate, all accrued and unpaid interest thereon as of such date not exceeding$50,000,000;

(w)                               “**Joint Venture Agreement**” means the joint venture agreemententered into on March 31, 1999 between BGSA and WAL and the Sale of BusinessAgreement referred to therein together with the WAL Letter;

(x)                                   “**Joint Venture**” means the Placer Dome — Western Areas JointVenture established pursuant to the Joint Venture Agreement;

(y)                                 “**Joint Venture Assets**” means the Property, the Permits andall other assets, rights and interests whatsoever of the Joint Venture;

(z)                                   “**Legal Requirement**”means any law, statute, ordinance, decree, policy, requirement, order, treaty,proclamation, convention, rule or regulation (or interpretation of any of theforegoing) of any Governmental Authority;

(aa)                            “**Loss**”, in respect of any matter, means any and all costs,expenses, penalties, fines, losses, damages, liabilities and deficiencies (includingall amounts paid in settlement, all interest and penalties and all legal andother professional fees and disbursements, including those incurred ininvestigating and defending any claim) arising directly or indirectly as aconsequence of such matter;

(bb)                          “**Participation Interest**” shall have the meaning as set out inthe Joint Venture Agreement;

(cc)                            “**Parties**” means Barrick, Vendor and Purchaser;

(dd)                          “**Person**” means any individual, Governmental Authority, corporation, company, partnership, joint venture,joint stock association, estate, trust, society, firm, or other enterprise,association, organization or entity of any nature recognized under the laws ofany jurisdiction;

(ee)                            “**Permits**” means all licenses, mineral rights, permits andother documents necessary for BGSA and the Joint Venture to carry out the fullscope of their business activities with respect to the Property and the otherJoint Venture Assets, including all licenses, mineral rights and permits fromGovernment Authorities authorizing BGSA, WAL or the Joint Venture to prospectfor, appraise discovered deposits of, and mine and beneficiate ores and toproduce mineral products therefrom;

(ff)                                “**Property**” means the South Deep underground gold mine locatednear the Town of Westonaria, Republic of South Africa and all buildings andstructures located thereon or forming part thereof together with alladministrative, transportation, power generation, communications, road access,housing, mining, processing,

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refining and other facilities used by the JointVenture in connection therewith and all lands and premises forming part of suchoperations;

(gg)                          “**Purchased Shares**” means all of the issued and outstandingshares in the capital of BGSA on the Closing Date;

(hh)                          “**Purchaser Disclosure Documents**” means:

(i)                                     theannual audited financial statements and annual report of Purchaser for thefinancial year ended June 30, 2005;

(ii)                                  theunaudited quarterly financial statements and quarterly reports of Purchaser forthe three month periods ended September 30, 2005, December 31, 2005, March 31,2006 and June 30, 2006;

(iii)                               theunaudited financial statements of Purchaser for the financial year ended June30, 2006;

(iv)                              Purchaser’sannual report on Form 20-F for the financial year ended June 30, 2005; and

(v)                                 allpress releases filed by Purchaser after June 30, 2005;

(ii)                                  “**Regulation D**” means Regulation D adopted by the SEC underthe Securities Act;

(jj)                                  “**Regulation S**” means Regulation S adopted by the SEC underthe Securities Act;

(kk)                            “**Rule 144**” means Rule 144 under the Securities Act;

(ll)                                  “**SEC**” means the United States Securities and ExchangeCommission;

(mm)                      “**Securities Act**” means the United States *SecuritiesAct of 1933*, as amended, and the rules and regulations promulgatedthereunder;

(nn)                          “**Share Consideration**” means such number of ordinary shares ofPurchaser as is obtained by dividing $325,000,000 by the volume weightedaverage ADR trading price on the New York Stock Exchange for the five tradingdays immediately preceding the Closing Date;

(oo)                          “**Signing Date**” means September 11, 2006;

(pp)                          “**South African Competition Authorities**” means the SouthAfrican Competition Commission and the South African Competition Tribunal andany other entity with competent jurisdiction;

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(qq)                          “**Termination Date**” means March 31, 2007, provided that ifapproval from the South African Competition Authorities for the consummation ofthe transactions contemplated by this Agreement has not been obtained by March31, 2007 (and such approval is the last condition precedent to be fulfilled forthe completion of the transaction contemplated herein), the Termination Dateshall be the earlier of: (i) June 30, 2007; and (ii) the date, if any, uponwhich the South African Competition Authorities finally determine not to givetheir approval of the transactions contemplated by this Agreement;

(rr)                                “**United States**” means the United States of America, itsterritories and possessions, any State of the United States and the District ofColumbia;

(ss)                            “**WAL**” means Western Areas Limited (registration number1959/003209/06), a corporation existing under the laws of the Republic of SouthAfrica;

(tt)                                **“WAL Letter”** means the letter agreement dated September 11,2006 between WAL and BGSA; and

(uu)                          **“Working Capital”** means, as of any date, the current assetsof BGSA less the amount of current liabilities of BGSA, excluding the currentportion of any interest or principal payable on the Inter-Company Loan, *provided, however*, that Working Capital as of any datesubsequent to December 31, 2005 shall be determined in accordance with theaccounting policies and principles applied by BGSA in preparing the December31, 2005 audited financial statements of BGSA.

**1.2****                                                                               Interpretation.**

In this Agreement, exceptto the extent that the context otherwise requires or unless otherwisespecified:

(a)                                  headingsare for convenience only and shall not affect the interpretation of thisAgreement;

(b)                                 referencesto Articles and Sections are references to Articles and Sections of thisAgreement;

(c)                                  anydefinition of or reference to any agreement, instrument, permit, licence orother document, including this Agreement, shall be deemed to refer to suchagreement, instrument or other document as amended, restated, supplemented,replaced or otherwise modified from time to time in accordance with its termsand (where applicable) subject to any restrictions or requirements set forthherein or therein;

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(d)                                 referencesin this Agreement to any person shall be construed to include such person’ssuccessors or permitted assigns and, in the case of any juridical person orentity, any person succeeding to its functions and capacities;

(e)                                  thedefinitions of terms herein shall apply equally to the singular and pluralforms of the terms defined.  Whenever thecontext may require, any pronoun shall include the corresponding masculine,feminine and neuter forms;

(f)                                    theword “will” shall be construed to have the same meaning and effect as the word “shall”;

(g)                                 allreferences to “Dollar” or “$” in this Agreement are references to lawfulcurrency of the United States of America;

(h)                                 thewords “herein”, “hereby”, “hereof” and “hereunder”, and words of similarimport, shall be construed to refer to this Agreement in its entirety and notto any particular provision hereof;

(i)                                     whereverthe term “including” is used, it shall be deemed to mean “including, withoutlimitation”, and wherever the phrase “which shall include” is used, it shallmean “which shall include, without limitation”;

(j)                                     anyreference to assignment of a person’s rights or obligations shall be construedto refer to transfer or novation of those rights or obligations;

(k)                                  referencesin this Agreement to any law or statute shall be construed as a reference tosuch law or statute as re-enacted, re-designated, amended or extended from timeto time; and

(l)                                     thesingular shall include the plural and vice versa.

**1.3****                                                                               EntireAgreement.**

This Agreement and theConfidentiality Agreements****constitute theentire agreement between the Parties with respect to the subject matter hereofand supersede all prior agreements, understandings, negotiations anddiscussions, whether written or oral, relating to the subject matterhereof.  Without limiting the generalityof the foregoing:

(a)                                  Purchaseracknowledges and agrees that, except as specifically provided in thisAgreement, Vendor makes no representations or warranties, express or implied,of any nature or kind whatsoever with respect to BGSA, the Joint Venture, theJoint Venture Assets or the Business or any documents or written or oralinformation, including information in electronic form, provided to Purchaser inconnection with its due diligence investigation, including as to title,ownership, use, possession, merchantability, fitness for a particular purpose,quantity or value of assets, environmental matters, liabilities, mineability,conditions, operations or

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otherwise.  Tothe fullest extent permitted by applicable law, Vendor hereby disclaims anysuch other or implied representations or warranties and Purchaser acknowledgesand agrees that it is not receiving, nor has it relied upon, any such other orimplied representations or warranties, notwithstanding the delivery ordisclosure to Purchaser or its officers, directors, employees, agents orrepresentatives of any documents or other written or oral information by Vendor,Barrick or any other person in connection with this Agreement or thetransaction contemplated hereby; and

(b)                                 thereare no conditions, covenants, agreements or other provisions, express orimplied, collateral, statutory or otherwise, relating to the subject matterhereof except as herein provided.

**1.4****                                                                               Amendmentand Waivers.**

No amendment or waiver ofany provision of this Agreement shall be binding on any Party unless consentedto in writing by such Party. No waiver of any provision of this Agreement shallconstitute a waiver of any other provision, nor shall any waiver constitute acontinuing waiver unless otherwise expressly provided.

**1.5****                                                                               ApplicableLaw.**

This Agreement shall beconstrued, interpreted and enforced in accordance with, and the respective rightsand obligations of the Parties shall be governed by, the laws of the Provinceof Ontario and the federal laws of Canada applicable in such province.

**1.6****                                                                               Severability.**

If any provision of thisAgreement is determined by a court of competent jurisdiction to be invalid,illegal or unenforceable in any respect, such determination shall not impair oraffect the validity, legality or enforceability of the remaining provisionshereof, and each provision is hereby declared to be separate, severable anddistinct.

**1.7****                                                                               Calculationof Days.**

Unless otherwisespecified, time periods within or following which a payment is to be made orother action is to be taken under this Agreement shall be calculated byexcluding the day on which the period commences and including the day whichends the period.

**1.8****                                                                               BusinessDays.**

Whenever any payment tobe made or other action to be taken under this Agreement is required to be made or taken on a day other than aBusiness Day, such payment shall be made or action taken on the next followingBusiness Day.

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**1.9****                                                                               Timeof Essence.**

Time shall be of theessence of this Agreement.

**1.10****                                                                        Schedules.**

The followingSchedules are attached to and form an integral part of this Agreement:

Schedule 1.1(b)                     -               Certain DefinedTerms

Schedule 2.5(a)                     -               Purchaser’s Letterof Credit

Schedule 2.5(b)                     -               Vendor’s Letter ofCreditSchedule 3.1(j)                      -               Vendor’s RegulatoryConsentsSchedule 3.1(k)                     -               Consents UnderContractsSchedule 3.1(n)                     -               BGSA ContractsSchedule 3.1(p)                     -               Absence of MaterialChangeSchedule 3.1(r)                      -               Taxes Schedule 0                             -               LitigationSchedule 3.1(t)                      -               EnvironmentalMattersSchedule 3.1(u)                     -               Joint VentureAgreementSchedule 3.3(m)                    -               Purchaser’sRegulatory ConsentsSchedule 4.4                          -               Form of IndemnitySchedule 5.1(e)                     -               Opinion ofPurchaser’s CounselSchedule 5.1(f)                      -               Form of ReleaseSchedule 5.2(e)                     -               Opinion of Vendor’sCounsel

**ARTICLE 2PURCHASE OF SHARES**

**2.1****                                                                               Purchaseand Sale of Shares.**

Subject to the terms andconditions hereof, Vendor covenants and agrees to sell, assign and transfer toPurchaser, and Purchaser covenants and agrees to purchase from Vendor, thePurchased Shares.

**2.2****                                                                               PurchasePrice.**

(a)                                  Subjectto Section 2.4,  the aggregate purchaseprice payable by Purchaser to Vendor for the Purchased Shares (the “**Purchase Price**”) shall be $1,525,000,000 and shall be paidby Purchaser at the Closing Time in one of the following two ways, which shallbe elected at Purchaser’s option by notice in writing to Vendor at least fiveBusiness Days prior to Closing:

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(i)                                        (A)         as to $1,200,000,000 (the“Cash Consideration”), by (i) funding the repayment of the Inter-CompanyLoan as contemplated in Section 4.9 and (ii) by paying the balance of suchamount by certified cheque, wire transfer or bank draft to or to the order ofVendor at Closing; and

(B)                                bydelivery to Vendor at Closing of certificates representing the ShareConsideration; or

(ii)                                  Asto the entire Purchase Price, by (i) funding the repayment of the Inter-CompanyLoan as contemplated in Section 4.9 and (ii) by paying the balance of thePurchase Price by certified cheque, wire transfer or bank draft to or to theorder of Vendor at Closing;

(b)                                 Inthe event Purchaser elects to pay the Purchase Price in accordance with Section2.2(a)(ii), all references in this agreement to the Consideration Shares, therepresentations and warranties of Purchaser in Sections 3.3(f) to (l),inclusive, and (n) to (r), inclusive, Section 4.8, Section 6.4(b) andparagraphs 10 to 16, inclusive, and paragraphs 19 and 21, inclusive, ofSchedule 5.1(e) shall cease to have any force or effect and all references inthis Agreement to the Cash Consideration shall be deemed to be references tothe entire Purchase Price;

(c)                                  Purchasershall be entitled to raise all or a portion of the Cash Consideration by meansof a vendor consideration placing as contemplated under the South African JSEListings Requirements. The Vendor, provided that it is at no additional cost toit, will upon receipt of a reasonable request from the Purchaser, provide thePurchaser with reasonable assistance for this purpose. Notwithstanding anyprovision to the contrary, no provision of this Section 2.2(c) shall detractfrom the conditional obligation of the Purchaser to pay the entire CashConsideration in cash at Closing.

**2.3****                                                                               HoldPeriod.**

Other than in respect ofa transfer from Vendor to one of its Affiliates, Vendor and Barrick shall not(and they will procure that none of their Affiliates shall), without the priorwritten consent of Purchaser, sell, sell any option, transfer, assign orotherwise dispose of or cease to exercise control over, directly or indirectly,any of the Consideration Shares by one or more transactions or series oftransactions (whether related or not) for (a) a period of 120 days from theClosing Date if the Closing occurs on or prior to January 31, 2007 or (b) aperiod of 90 days from the Closing Date if the Closing occurs after January 31,2007.

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**2.4****                                                                               PurchasePrice Adjustment.**

(a)                                  Duringthe period from the Signing Date to and including the Closing Date, Vendorshall capitalize BGSA as required to ensure that BGSA has adequate funds tofund each Cash Call (as defined in the Joint Venture Agreement) required to befunded by BGSA pursuant to the terms of the Joint Venture Agreement.  All such Cash Calls shall be made consistentwith the June 2006 plan pursuant to which the Joint Venture is currentlyoperating and, after January, 2007, the 2007 Budget (as such term is defined inthe Joint Venture Agreement) or as may otherwise be required to be funded inaccordance with the Joint Venture Agreement. The Purchase Price shall be adjusted by adding to the Purchase Price andthe Cash Consideration the sum of the amount (the “**Net CashCalls**”) of each such Cash Call funded in such period by BGSA afterfirst applying the amount of the proceeds from sales of gold productionreceived by BGSA during such period plus interest on the amount of each suchNet Cash Call calculated daily on the amount of each such Net Cash Call fromand including the date of advance to but excluding the Closing Date at anannual rate of interest equal to Barrick’s cost of funds.For the purposes ofcalculating the adjustment to the Purchase Price, the amount of each Net CashCall and any related gold sales proceeds shall be determined in U.S. Dollars byconverting any Rand denominated advance on receipt to U.S. Dollars at theprevailing rate of exchange on the date of advance or receipt, as the case maybe.

(b)                                 Vendoragrees to cause BGSA to provide not less than five days notice to Purchaser ofany proposed Cash Call.

**2.5****                                                                               Securityfor Obligations.**

(a)                                  Withinseven Business Days of the Signing Date, Purchaser shall deliver to Vendor, asbeneficiary, a standby letter of credit in the amount of $100 million issued byJP Morgan Chase Bank N.A. or a bank of similar standing, such letter of credit (the**“Purchaser LC”**) to be in substantiallythe form attached as Schedule 2.5(a).

(b)                                 Withinseven Business Days of the Signing Date, Vendor shall deliver to Purchaser, asbeneficiary, a standby letter of credit in the amount of $100 million issued byThe Bank of Nova Scotia, such letter of credit (the **“Vendor LC”**and, together with the Purchaser LC, the **“LCs”**) to be insubstantially the form attached as Schedule 2.5(b).

(c)                                  Inthe event Closing does not occur prior to the Termination Date as a result ofany of the conditions contained in Section 5.1 or 5.2 not being performed orfulfilled at or prior to the Termination Date as a result of a breach ofcovenant, representation or warranty (other than a representation and warrantyin Sections 3.1(j) or 3.1(p) or 3.3(m) or 3.3(p)) by a Party (a **“Breaching Party**”), the other

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Party (the “**Non-Breaching Party”**)shall be entitled to draw on the full amount of the LC of which it is thebeneficiary.

(d)                                 Inthe event any Party (an **“Alleging Party”**)believes it is entitled to draw on the LC of which it is the beneficiary butthe other Party is not prepared to execute promptly upon request by theAlleging Party the joint statement referred to in the LC of the Alleging Partycertifying that the amount drawn under the LC is due and payable to theAlleging Party, the determination as to whether the Alleging Party is entitledto draw on the LC of which it is the beneficiary shall be determined by anarbitrator to be appointed in accordance with clause (g) below.

(e)                                  Inthe event any arbitrator appointed pursuant to this Section 2.5 determines thatan Alleging Party is entitled to draw upon the LC of which it is thebeneficiary, the Parties hereby irrevocably authorise the arbitrator to executethe certificate provided for in such LC certifying that the amount drawn underthe LC is due and payable to the Alleging Party.

(f)                                    Arbitrationpursuant to this Section 2.5 shall be conducted in accordance with theArbitration Rules of the International Chamber of Commerce (the “ICC”) in effecton the date of this Agreement; *provided, however,*that the arbitrator shall make a determination on the matter within 30 BusinessDays of such arbitrator’s appointment. Such arbitrator’s decision shall befinal and binding on both the Vendor and the Purchaser. Furthermore, sucharbitrator shall be entitled to make any costs order which he or she deemsappropriate then making his or her decision. The place of arbitration shall beGeneva, Switzerland. The language for the arbitration shall be English. Thearbitration shall be the sole and exclusive forum for resolution of theaforementioned claim by the Alleging Party.

(g)                                 Ifan arbitrator is required pursuant to this Section 2.5, an arbitrator shall beappointed in accordance with the Arbitration Rules of the ICC. The appointmentof an arbitrator pursuant to this Section 2.5shall be made as soon as possibleafter it is determined that an arbitrator is required under this Section 2.5and, in any event, within five Business Days of such determination.

**ARTICLE 3REPRESENTATIONS AND WARRANTIES**

**3.1****                                                                               Representationsand Warranties of Vendor.**

Vendor represents andwarrants to Purchaser as follows and acknowledges Purchaser is relying on suchrepresentations and warranties in entering into this Agreement and performingits obligations hereunder:

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(a)                                  Existence.

(i)                                     Vendoris a company existing under the laws of Mauritius and has the corporatepower and capacity necessary to own and sell the Purchased Shares, to enterinto this Agreement and to perform its obligations hereunder.

(ii)                                  BGSAis a company existing under the laws of the Republic of South Africa.

(b)                                 Authorization.  The execution and delivery of this Agreementand the performance by Vendor of its obligations hereunder have been dulyauthorized by all necessary corporate and shareholder action.

(c)                                  Enforceability.  This Agreement has been duly executed anddelivered by Vendor and is a legal, valid and binding obligation of Vendor,enforceable by Purchaser against Vendor in accordance with its terms, except asenforcement may be limited by bankruptcy, insolvency and other laws affectingthe rights of creditors generally and except that equitable remedies may begranted only in the discretion of a court of competent jurisdiction.

(d)                                 NoConflict.  The execution and deliveryof this Agreement by Vendor and the performance of its obligations hereunder:

(i)                                     willnot violate any provision of its constating documents or any resolution of itsboard of directors (or any committee thereof) or shareholders;

(ii)                                  willnot violate any Legal Requirement to which it is subject the violation of whichwould prevent it from consummating the transaction contemplated hereby;

(iii)                               willnot violate any judgment, decree, order or award of any court or governmentalbody having jurisdiction over it the violation of which would prevent it fromconsummating the transaction contemplated hereby; and

(iv)                              willnot violate in any material respect any provision of any Contract to which itis a party or by which it is bound.

(e)                                  NoProceedings.  There are no actions,suits or proceedings pending or, to the knowledge of Vendor, threatened againstVendor or any of its undertakings, property and assets, at law or in equity orbefore any arbitrator or by any governmental authority, body, agency, commissionor instrumentality having jurisdiction which could materially and adverselyaffect the ability of Vendor to perform any of its obligations hereunder.

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(f)                                    Options.  No person has any agreement or option or anyright or privilege (whether by law, pre-emptive or contractual) capable ofbecoming an agreement or option for the purchase from Vendor of any of thePurchased Shares.

(g)                                 Ownershipof Shares.  Vendor is the beneficialowner of record of the Purchased Shares, with good and marketable title thereto,free and clear of all Encumbrances and, without limiting the generality of theforegoing, none of the Purchased Shares are subject to any voting trust,shareholder agreement or voting agreement. Upon completion of the transaction contemplated by this Agreement, allof the Purchased Shares will be owned by Purchaser as the beneficial owner ofrecord, with a good and marketable title thereto (except for such Encumbrancesas may have been granted by Purchaser).

(h)                                 Rightsto Acquire Securities.  No person(other than Purchaser) has any agreement, option, right or privilege (whetherpre-emptive, contractual or otherwise) capable of becoming an agreement for thepurchase, acquisition, subscription for or issue of any of the unissued sharesor any other securities of BGSA.

(i)                                     Authorizedand Issued Capital.  As at theSigning Date, the authorized capital of BGSA consists of 339,370,000 ordinaryshares of no par value of which 302,568,565 ordinary shares, and no othershares are issued and outstanding as fully paid and non-assessable ordinaryshares of BGSA.

(j)                                     RegulatoryConsents.  There is no requirementfor Vendor or BGSA to make any filing with, give any notice to or to obtain anylicence, permit, certificate, registration, authorization, consent or approvalof, any governmental or regulatory authority as a condition to the lawfulconsummation of the transactions contemplated by this Agreement except for thefilings, notifications, licences, permits, certificates, registrations,consents and approvals described in Schedule 3.1(j).

(k)                                  ConsentsUnder Contracts.  There is norequirement under any:

(i)                                     Contractentered into by BGSA in its capacity as a participant in the Joint Venturewhich has a contract value in excess of $25 million;  or

(ii)                                  Contractother than the one described in the preceding clause (i);

to which BGSA is a party or by which it is bound to give any notice to,or to obtain the consent or approval of, any party to such Contract relating tothe consummation of the transaction contemplated by this Agreement except forthe notifications, consents and approvals described in Schedule 3.1(k).

(l)                                     Subsidiaries.  BGSA does not own nor does it have anyagreements of any nature to acquire, directly or indirectly, any shares in thecapital of, or other equity or

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proprietary interests in, any person, firm orcorporation, and BGSA does not have any agreements to acquire or lease anyother business operations.

(m)                               Businessof BGSA.  As at the Signing Date, thebusiness of BGSA consists solely of (i) providing technical, administrative,legal and other support services to Affiliates of BGSA and joint venturepartners of such Affiliates and (ii) holding and managing its ParticipationInterest in the Joint Venture. At the Closing Time, the business of BGSA willconsist solely of holding and managing its Participation Interest in the JointVenture and related activities. 

(n)                                 Contractsof BGSA. As of the Closing Date, the only material Contracts to which BGSAis a party or by which it is bound consist of (i) the Joint Venture Agreement,(ii) Contracts entered into by BGSA in its capacity as a Participant under theJoint Venture Agreement pursuant to which BGSA has payment obligations of lessthan $25,000,000 and (iii) the Contracts listed on Schedule 3.1(n).

(o)                                 AuditedFinancial Statements.  The balancesheet as at December 31, 2005 and the income statement, statement of changes inequity and cash flow statement for the year ended December 31, 2005 of BGSA,together with the report of the auditors of BGSA have been prepared inaccordance with generally accepted accounting principles applied on a basisconsistent with prior periods and present fairly the assets, liabilities(absolute, accrued, contingent or otherwise) and the financial condition ofBGSA as at the date thereof and the results of operations of BGSA during theperiods covered thereby.

(p)                                 Absenceof Material Change or Events.  FromDecember 31, 2005 to the Closing Date, other than as disclosed in Schedule3.1(p) and other than with respect to adverse changes in Working Capital (i)there has not occurred any material adverse change (other than a matter of ageneral economic nature), financial or otherwise, in the assets, liabilities(contingent or otherwise), business or financial condition of BGSA and (ii)BGSA has not effected any material change in its accounting methods, principlesor practices.  For purposes of thisSection 3.1(p), any material adverse change means any adverse change (or anyeffect or consequence thereof) in excess of $50 million.

(q)                                 FromDecember 31, 2005 to the Closing Date, there has not occurred any materialadverse change in the Working Capital of BGSA. For purposes of this Section 3.1(r), any material adverse change meansany adverse change in excess of $25 million.

(r)                                    Taxes.Without detracting from any other provision contained in this Agreement, to theknowledge of Vendor after due inquiry and except as disclosed in Schedule 3.10,(a) BGSA has duly filed on a timely basis all tax returns, submissions andstatutory requirements (together with the supporting documentation submitted

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with each of these) required to be filed by it, incompliance with South African Law and such materials, to Vendor’s knowledge,are true and correct and has paid all taxes which are payable, and allassessments, reassessments, governmental charges, penalties, interest and finespayable by it (for purposes hereof taxes means all taxes imposed, charges,levies, interest, penalties, fines or additional tax in the Republic of SouthAfrica) (b) there are no actions, suits, proceedings, investigations or claimspending or, to the knowledge of Vendor, threatened against BGSA in respect oftaxes, governmental charges or assessments, nor are any material matters underdiscussion with any governmental authority relating to taxes, governmentalcharges or assessments asserted by any such authority and (c) BGSA has withheldfrom each payment made to any of its past or present employees, officers,directors or contractors the amount of all taxes and other deductions requiredto be withheld therefrom and has paid the same to the proper tax or otherreceiving officers within the time required under any applicable legislation.Vendor has provided to Purchaser a true copy of all tax returns filed by BGSAin respect of the two last completed financial years of BGSA.

Purchaser acknowledges and agrees that Vendor’s liability for anymisrepresentation contained in this Section 3.1(r) shall be limited to suchLosses incurred by Purchaser as a result of such misrepresentation as are inexcess of $25,000,000.

(s)                                  Litigation.  Except as set forth on Schedule 3.1(s), thereare no actions, suits or proceedings (whether or not purportedly on behalf ofVendor) pending or, to the knowledge of Vendor, after due inquiry, threatenedagainst or affecting BGSA at law or in equity or before or by any GovernmentalAuthority or by or before an arbitrator or arbitration board.

(t)                                    EnvironmentalWarranties.  None of Rich Haddock,the Vice President, Global Environmental of Barrick, Peter Kinver, the ChiefOperating Officer of Barrick and Warwick Morley-Jepson, the Managing Directorof BGSA, has actual knowledge of any material Environmental Liability of BGSAnot disclosed in the documents described in Schedule 3.1(t). For the purposesof this Section 3.1(t), “Material Environmental liability” means anyEnvironmental Liability in excess of $50,000,000. .

(u)                                 TheJoint Venture. (i)  BGSA owns a 50%Participation Interest in the Joint Venture, and (ii)  the Joint Venture Agreement is the sole agreementgoverning the Joint Venture and such agreement has not been amended.

**3.2****                                                                               Representationsand Warranties of Barrick.**

Barrick represents andwarrants to Purchaser as follows and acknowledges Purchaser is relying on suchrepresentations and warranties in entering into this Agreement and performingits obligations hereunder:

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(a)                                  Existence.  Barrick is a company existing under the lawsof the Province of Ontario and has the corporate power to enter into thisAgreement and to perform its obligations hereunder.

(b)                                 Authorization.  The execution and delivery of this Agreementand the performance by Barrick of its obligations hereunder have been dulyauthorized by all necessary corporate and shareholder action.

(c)                                  Enforceability.  This Agreement has been duly executed anddelivered by Barrick and is a legal, valid and binding obligation of Barrick,enforceable by Purchaser against Barrick in accordance with its terms, exceptas enforcement may be limited by bankruptcy, insolvency and other lawsaffecting the rights of creditors generally and except that equitable remediesmay be granted only in the discretion of a court of competent jurisdiction.

(d)                                 NoConflict.  The execution and deliveryof this Agreement by Barrick and the performance by Barrick of its obligationshereunder:

(i)                                     willnot violate any provision of its constating documents or any resolution of itsboard of directors (or any committee thereof) or shareholders;

(ii)                                  willnot violate any Legal Requirement to which it is subject, the violation of whichwould prevent it from consummating the transaction contemplated hereby;

(iii)                               willnot violate any judgment, decree, order or award of any court or governmentalbody having jurisdiction over it the violation of which would prevent it fromconsummating the transaction contemplated hereby; and

(iv)                              willnot violate in any material respect any provision of any Contract to which itis a party or by which it is bound.

(e)                                  NoProceedings.  There are no actions,suits or proceedings pending or, to the knowledge of Barrick, threatenedagainst Barrick or any of its undertakings, property and assets, at law or inequity or before any arbitrator or by any Governmental Authority havingjurisdiction which could materially and adversely affect the ability of Barrickto perform any of its obligations hereunder.

**3.3****                                                                               Representationsand Warranties of Purchaser.**

Purchaser represents andwarrants to Vendor and Barrick as follows and acknowledges each of Vendor andBarrick is relying on such representations and warranties in entering into thisAgreement and performing its obligations hereunder:

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(a)                                  CorporateExistence.  Purchaser is a publiccompany existing under the laws of the Republic of South Africa and has thepower and capacity necessary to enter into this Agreement and perform itsobligations hereunder.

(b)                                 Authorization.  The execution and delivery of this Agreementand the performance by Purchaser of its obligations hereunder have been dulyauthorized by all necessary corporate and shareholder action.

(c)                                  Enforceability.  This Agreement has been duly executed anddelivered by Purchaser and is a legal, valid and binding obligation ofPurchaser, enforceable by Vendor against Purchaser in accordance with itsterms, except as enforcement may be limited by bankruptcy, insolvency and otherlaws affecting the rights of creditors generally and except that equitableremedies may be granted only in the discretion of a court of competentjurisdiction.

(d)                                 NoConflict.  The execution and deliveryof this Agreement by Purchaser and the consummation by Purchaser of thetransaction contemplated hereby:

(i)                                     willnot violate any provision of the Memorandum and Articles of Association ofPurchaser or any resolution of the board of directors (or any committeethereof) or shareholders of Purchaser;

(ii)                                  willnot violate any Legal Requirement to which Purchaser is subject, the violationof which would prevent it from consummating the transaction contemplatedhereby;

(iii)                               willnot violate any judgment, decree, order or award of any court or governmentalbody having jurisdiction over Purchaser the violation of which would prevent itfrom consummating the transaction contemplated hereby; and

(iv)                              willnot violate in any material respect any provision of any Contract to which itis a party or by which it is bound.

(e)                                  NoProceedings.  There are no actions,suits or proceedings pending or, to the knowledge of Purchaser, threatenedagainst Purchaser or any of its undertakings, property and assets, at law or inequity or before any arbitrator or by any Governmental Authority havingjurisdiction which could materially and adversely affect the ability ofPurchaser to perform any of its obligations hereunder.

(f)                                    Authorizedand Issued Capital of Purchaser.  Asat the Signing Date the authorized capital of Purchaser consists of1,000,000,000 ordinary shares, of which 495,682,965 shares and no other sharesare issued and outstanding.

(g)                                 Rightsto Acquire Securities.  On theSigning Date, no person has any agreement, option, right or privilege (whetherpre-emptive, contractual or otherwise) capable

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of becoming an agreement for the purchase,acquisition, subscription for or issue of any of the unissued shares or othersecurities of Purchaser, except for (a) any shares as may be required to beallotted and issued by Purchaser in terms of any share plan or scheme for thebenefit of employees and/or directors (whether executive or non-executive) and (b)shares offered to shareholders of WAL in exchange for shares of Purchaser, and noother shares are issued and outstanding as fully paid and non-assessable sharesof Purchaser.

(h)                                 Listing.  The ordinary shares of Purchaser are,and at the Closing Time will be, listed on the JSE Limited, London StockExchange, Euronext Paris and Brussels and SWX Swiss Exchange and theConsideration Shares will, at the time of issue of the Consideration Shares,have been accepted for listing on the JSE Limited. The ADRs are, and at theClosing Time will be, listed on the New York Stock Exchange, andPurchaser has no basis to believe that there are present circumstances whichwould cause such status to change.

(i)                                     Transferabilityof Consideration Shares.  (i) TheConsideration Shares to be issued and sold by Purchaser hereunder have beenduly authorized by Purchaser and, when issued and delivered and paid for asprovided herein, will be duly and validly issued and will be fully paid, willbe freely transferable (subject to Section2.3) under the laws of the Republicof South Africa and free of liens and encumbrances; (ii) all dividends andother distribution declared and paid on the Consideration Shares may, under theMemorandum and Articles of Association of Purchaser and the current laws andregulations of the Republic of South Africa, be freely transferred out of theRepublic of South Africa to Vendor who is not resident in the Republic of SouthAfrica; and all such dividends and/or other distributions will not be subjectto withholding and/or other taxes under the laws of the Republic of SouthAfrica (other than Secondary Tax on Companies) and are otherwise free and clearof any other tax, withholding or deduction in the Republic of South Africa andwithout the necessity of obtaining any consent in the Republic of South Africa.

(j)                                     NoPre-emptive Right.  The issue of theConsideration Shares will not be subject to any pre-emptive right or othercontractual right to purchase securities granted by Purchaser or to whichPurchaser is subject.

(k)                                  Issueof Consideration Shares.  Allnecessary corporate action has been taken to authorize the issue and sale of,and the delivery of certificates representing, the Consideration Shares.

(l)                                     Taxes.     No issue or transfer taxes orduties are payable by Vendor to any political subdivision or taxing authorityof or in the Republic of South Africa in connection with the allotment andissue by Purchaser to Vendor of the Consideration Shares.

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(m)                               RegulatoryConsents.  There is no requirementfor Purchaser to make any filing with, give any notice to or to obtain anylicence, permit, certificate, registration, authorization, consent or approvalof, any governmental or regulatory authority as a condition to the lawfulconsummation of the transactions contemplated by this Agreement except for thefilings, notifications, licences, permits, certificates, registrations,consents and approvals described in Schedule 3.3(m).

(n)                                 AuditedFinancial Statements.  Theconsolidated balance sheet of Purchaser as at June 30, 2005and the consolidated statement of income, retained earnings and changes infinancial position for the year then ended, together with the report ofthe auditors of Purchaser thereon, have been prepared in accordance withgenerally accepted accounting principles on a basis consistent with previousyears and present fairly the assets, liabilities and financial condition ofPurchaser as at such date and the sales, income and results of operations ofPurchaser and its subsidiaries on a consolidated basis during the periodscovered thereby.

(o)                                 QuarterlyFinancial Statements.  The unauditedquarterly financial statements of Purchaser for the three month periods endedSeptember 30, 2005, December 31, 2005, March 31, 2006 and June 30, 2006 havebeen prepared in accordance with the same generally accepted accountingprinciples used in preparing the financial statements referred to in Section3.3(n) applied on a basis consistent with previous years (except as notedtherein) and present fairly the sales, income and results of operations ofPurchaser and its subsidiaries on a consolidated basis during the periods coveredthereby.

(p)                                 NoMaterial Adverse Change.  There hasnot occurred any change (other than a matter of a general economic nature),financial or otherwise, in the assets, liabilities (contingent or otherwise),business, financial condition, results of operations or capital of Purchaserand its subsidiaries, taken as a whole, since June 30, 2005which has not been publicly disclosed and which, if disclosed, would have amaterial adverse effect on the trading price of Purchaser’s ordinary shares.

(q)                                 Purchaser Disclosure Documents.  All of the information and statementscontained in Purchaser Disclosure Documents at the respective dates of suchinformation and statements (i) are true and correct, in all material respects,(ii) contain no untrue statement of a material fact, or an omission to state amaterial fact that is required to be stated, or necessary to prevent astatement that is being made from being false or misleading in thecircumstances in which it was made, and (iii) comply, in all material respects,as to both form and content, with all applicable Legal Requirements.

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**3.4****                                                                               Survivalof Representations, Warranties, Covenants and Indemnities.**

(a)           Survival - General.  All representations, warranties, covenantsand indemnities made or given by any Party in this Agreement, in the indemnityreferred to in Section 4.4 or in the certificates delivered pursuant toSections 5.1 and 5.2 shall survive the Closing and shall continue in full forceand effect for the benefit of Barrick, Purchaser or Vendor, as the case may be,unless this Agreement provides that they shall expire at a specific time.

(b)           Representations and Warranties.  All representations and warranties set out inthis Agreement and in the certificates to be delivered pursuant to Sections 5.1and 5.2 shall survive the Closing Time for a period of 24 months following theClosing Time, after which time the Parties shall not have any further liabilityhereunder with respect to such representations or warranties, except in respectof any Claim made in writing with respect to any incorrectness in or breach ofany such representation and warranty made prior to the expiration of the said24****month period.  Notwithstanding the foregoing, (a) therepresentations and warranties of Vendor set forth in Sections 3.1(a), 3.1(b),3.1(c) and 3.1(g), (b) the representations of Barrick set forth in Sections3.2(a), 3.2(b) and 3.2(c) and (c) the representations and warranties ofPurchaser set forth in Sections 3.3(a), 3.3(b), 3.3(c), , 3.3(i), 3.3(j), and3.3(k), together with the corresponding representations and warranties setforth in the certificates to be delivered pursuant to Sections 5.1 and 5.2,shall survive indefinitely.

**3.5****                                                                               AcknowledgementRegarding Access.**

Purchaser acknowledgesthat it has completed such due diligence review of BGSA, the Joint Venture, theProperty, the Business and all other matters relevant to its decision to enterinto this Agreement as it considers appropriate.  Vendor has afforded Purchaser and itsrepresentatives with such access as Purchaser has requested to review the Propertyand documents in the possession of Vendor relating to BGSA, the Joint Venture,the Business and the Property, including documents relating to title of BGSA toits properties and assets, Contracts, financial and accounting records, booksof account, minute books, plans, reports, constating documents and otherdocuments, information or data relating to BGSA, the Joint Venture, theBusiness and the Property.

**ARTICLE 4COVENANTS**

**4.1****                                                                               Accessto Information and Property.**

From the Signing Date toand including the Closing Date:

(a)           Access to Information.  Vendor shall cause BGSA to continue to affordPurchaser and its authorized representatives a reasonable opportunity to reviewor inspect documents relating to title of BGSA to its property and assets,Contracts, Permits, financial and accounting records, books of account, minutebooks, plans, reports, constating documents and other documents, information ordata relating to BGSA, the Joint Venture, the Joint Venture Assets, theBusiness and the Property, provided that Purchaser provides reasonable noticeto Vendor of 

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the information described above to which it wishes tohave access and of the times at which it wishes to have such access.

(b)           Access to Property.  Subject to any required consent or approvalof WAL, Vendor shall cause BGSA to afford authorized representatives ofPurchaser with reasonable access to the Property during normal business hours,provided that:

(i)                                     Purchaserprovides reasonable notice to Vendor of the identity of the individuals to beprovided such access, their time of arrival and the anticipated length of theirvisit;

(ii)                                  thetiming and frequency of such access shall not cause unreasonable disruption tothe activities being carried on at the Property or to the operations orbusiness of BGSA or the Joint Venture; and

(iii)                               Vendorshall be entitled, at its option, to have a representative of Vendor accompanyany representative of Purchaser who is given access to the Property; and

(iv)                              suchaccess shall be at the sole risk and expense of Purchaser.

**4.2****                                                                               Accessand Preservation of Records.**

(a)           Retention of Records.  Following the Closing Date, Purchaser agreesthat it shall cause BGSA to preserve and keep all books and records relating toit, the Joint Venture, the Joint Venture Assets, the Business and the Property(including, all accounting and tax records) as is required by applicable law inrespect of any period prior to the Closing Date.

(b)           Access to Records.  Throughout the period during which Purchaseris required to preserve and keep the books and records referred to in Section4.2(a), Purchaser shall provide Vendor reasonable access to all of such booksand records, and Purchaser shall cause its employees to provide fullcooperation to Vendor in the review of such records by Vendor. Vendor shallhave the right, at its own cost and expense, to make and retain copies of suchbooks and records or extracts therefrom to the extent reasonably requested byVendor.

**4.3****                                                                               PurchaserObserver.**

From the Signing Date toand including the Closing Date, Purchaser shall be entitled to nominate oneperson (“**the Observer**”) to be present at allJoint Venture Board meetings (as envisaged in the Joint Venture Agreement) andVendor shall arrange for such Observer to attend all such Board meetings.  The Observer shall not be a voting member atsuch board meetings.  Subject to therights of WAL under the Joint Venture Agreement, Vendor shall ensure thatreasonable prior written notice of any proposed Joint Venture Board meetingsshall be given to the Observer together with a reasonably detailed agenda ofthe matters to be discussed at such meetings accompanied by any relevant papersand information.

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**4.4****                                                                               Post-ClosingIndemnity.**

Effective as at theClosing Time, Purchaser shall provide an indemnity to Vendor and its Affiliatesin the form annexed hereto as Schedule 4.4 providing for the obligations ofPurchaser to indemnify and save those companies and their respective directors,officers, employees and agents harmless from and against all EnvironmentalLiabilities on the basis contemplated therein.

**4.5****                                                                               OperationsDuring Interim Period.**

During the period betweenthe Signing Date and the Closing Time, except as specifically contemplated inthis Agreement, Vendor shall:

(a)                                  permitBGSA to carry on its business in the ordinary and usual course and on a basisconsistent with the practices of BGSA in prior years; and

(b)                                 causeBGSA to exercise its rights under the Joint Venture Agreement to cause theJoint Venture to carry on the Business in the ordinary and usual course and ona basis consistent with the revised plan under which the Joint Venture hasoperated since June 2006, as such revised plan may be further revised toreflect changing circumstances, and, as of January 1, 2007, on a basisconsistent with the Budget (as such term is defined in the Joint VentureAgreement) for 2007, provided that Purchaser shall not unreasonably withholdits consent to any action taken by BGSA in response to events or circumstancesrelating to the Joint Venture arising prior to the Closing Time.

**4.6****                                                                               OptionRight Under Joint Venture Agreement.**

(a)                                  Subjectto paragraph (b) below, Vendor covenants and agrees that BGSA shall notexercise any of its rights under Sections 14.2 and 14.3 of the Joint VentureAgreement (“JV Rights”) prior to the later of (i) the Closing Time and (ii)termination of the offer by Purchaser for all of the shares of WAL.

(b)                                 Atany time prior to the Closing Time, Purchaser shall be entitled to requireVendor to cause BGSA to exercise any JV Right arising prior to the Closing Timeby written direction to Vendor specifying the manner in which Purchaserrequires BGSA to exercise the JV Right, it being understood that BGSA shall notbe required to take any action in connection with the exercise of any JV Rightwithout prior written directions from Purchaser. In the event Purchaser directsVendor to cause BGSA to exercise any JV Right:

(i)                                     Purchasershall pay all expenses incurred by BGSA associated with any exercise of the JVRight promptly upon demand by Vendor,

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(ii)                                  Purchasershall provide funds to BGSA sufficient to fund the amount of any RemainingValue (as such term is defined in the Joint Venture Agreement) payable by BGSA;and

(iii)                               Purchaserand BGSA shall enter into such agreements as Purchaser may require, actingreasonably, providing for the transfer by BGSA to Purchaser of anyParticipating Interest acquired pursuant to the exercise of the JV Right.

(c)                                  Vendorcovenants and agrees to cause BGSA promptly to provide to Purchaser copies ofall notices and other communications received from WAL pursuant to the JointVenture Agreement.

**4.7****                                                                               CertainSouth African Securities Law Matters.**

Purchasercovenants that the execution and delivery by Purchaser of, and the performanceby Purchaser of its obligations under, this Agreement will on the Closing Datecomply in all respects with the *South African CompaniesAct, 1973* (as amended), the JSE Listing Requirements and anyapproval conditions required by the South African Reserve Bank. The Purchasershall do all that is reasonably necessary to ensure that as at the ClosingDate, the share certificate or certificates evidencing ownership of theConsideration Shares by Vendor is endorsed “non-resident” for South AfricanExchange Control purposes.

**4.8****                                                                               U.S.Securities Laws.**

(a)                                  Vendorrepresents, warrants and agrees as follows:

(i)                                     Itacknowledges that the Consideration Shares have not been and will not beregistered under the Securities Act;

(ii)                                  Itis not a U.S. person within the meaning of Regulation S, it is located outsidethe United States and, prior to 40 days after the Closing Date it will notoffer, sell, pledge or otherwise transfer the Consideration Shares except inaccordance with Rule 903 or Rule 904 of Regulation S.

(b)                                 Purchaserrepresents, warrants and agrees as follows:

(i)                                     Noneof Purchaser, nor any of its affiliates (as defined in Rule 501(b) ofRegulation D), nor any person acting on its or their behalf has made or willmake offers to sell any Shares, or has solicited or will solicit offers to buy,or otherwise has negotiated or will negotiate in respect of, any Shares, undercircumstances that would require the registration of the Consideration Sharesunder the Securities Act.

(ii)                                  Noneof Purchaser, nor any of its affiliates (as such term is defined in Rule 144),nor any person acting on its or their behalf has engaged or will 

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engage in any directedselling efforts (within the meaning of Regulation S) with respect to theConsideration Shares;

(iii)                               Purchaseris a “reporting foreign issuer” within the meaning of Rule 903 of Regulation S;

(iv)                              Purchaseris not an open-end investment company or unit investment trust registered orrequired to be registered or closed-end investment company required to beregistered, but not registered, under the *United States InvestmentCompany Act of 1940*, as amended;

(v)                                 Purchaseris not aware of any fact or circumstance that would render the ConsiderationShares, at the time of their issuance pursuant to and on the terms of thisAgreement, “Restricted Securities” as such term is defined in Section 1.17 ofthe Deposit Agreement, except for the requirements set forth in clause (a)(ii)above that for 40 days after the Closing Date Vendor may offer, sell, pledge orotherwise transfer the Consideration Shares only in accordance with Rule 903 orRule 904 of Regulation S and the requirement in Clause 2.3 of this Agreement**.**

(vi)                              Fora period of two years from the Closing Date, Purchaser agrees not tounreasonably invoke the provisions of Section 2.6 of the Deposit Agreement thatallows it to suspend or refuse deposits of particular shares of Purchaser, orthe delivery of Receipts against such a deposit, for any reason other thanthose reasons explicitly specified in such Section so as to prevent Vendor fromdepositing the Consideration Shares pursuant to the Deposit Agreement. The Purchaserfurther agrees that it will be responsible for, and will pay to the Depositary,any fees, taxes and charges payable in connection with such deposit and, in theevent that the Vendor or any of its Affiliates pay such fees, taxes or charges,Purchaser agrees to indemnify Vendor (or its Affiliates, as applicable) for anysuch fees, taxes or charges paid on account of Purchaser’s liability hereunderfor such fees, taxes or charges. All terms of this clause (vi), unlessotherwise defined in this Agreement, are as defined in the Deposit Agreement.

**4.9****                                                                               Inter-CompanyLoan.**

TheParties acknowledge that PDG Bank Limited (“**PDG Bank**”),a corporation organised under the laws of Barbados, has lent and advanced the Inter-Company Loan to BGSA.  Purchaserundertakes, on the Closing Date,to lend and advance an amount equal to the Inter-Company Loan to BGSA (“the**“Gold Fields Loan**”). The Parties shall procure thatBGSA shall use the proceeds of the Gold Fields Loan to repay the Inter-Company Loan in full on the Closing Date.

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**4.10****                                                                        Distributionsto Shareholders.**

Vendor covenants andagrees to take or cause to be taken all necessary actions as may be required inorder to ensure that during the period between the Signing Date to andincluding the Closing Time BGSA shall not distribute any amounts to itsshareholders or Affiliates, whether on account of interest or principal oninter-company loans, dividends, returns of capital or otherwise, except asotherwise contemplated herein.

**4.11****                                                                        Resignationof Employees, Directors and Officers.**

Vendor covenants andagrees to take or cause to be taken all necessary steps and proceedings as maybe required in order to ensure that at or prior to the Closing Time,resignations are delivered to BGSA and Purchaser from (a) all of the currentemployees, directors and officers of BGSA, (b) all persons nominated orappointed by Barrick or any of its Affiliates as members of the Joint VentureBoard appointed pursuant to the Joint Venture Agreement and (c) all officers ordirectors of Barrick or its Affiliates who have been appointed by the JointVenture Board as officers of the Joint Venture.

**4.12****                                                                        Changeof Name.**

Purchaser covenants andagrees to cause the name of BGSA to be changed to a name that does not includethe words “Barrick” or “Placer Dome” as promptly as possible after the ClosingDate and, in any event, not later than 60 days after the Closing Date.

**4.13****                                                                        InsuranceProceeds in Respect of Mine Shaft and Fire Incident.**

Purchaser acknowledgesand agrees that Vendor shall be entitled to BGSA’s proportionate share, asdetermined pursuant to the terms of the Joint Venture Agreement, of any and allamounts received (the “**Proportionate Share ofInsurance Proceeds**”), directly or indirectly, by the Joint Ventureincluding any amounts received pursuant to insurance policy numbers MP05-0042,MP05-043, MP05-044 and DA978005, in respect of, directly or indirectly, theskip and winder accident that took place at the Property on or about May 4,2006 or the fire occurring at the Property commencing on or about August 31,2006 to the extent the Proportionate Share of Insurance Proceeds relates tolosses suffered prior to the Signing Date. Upon receipt of any such amounts, Purchaser shall forthwith notifyVendor in writing and shall promptly pay or cause to be paid, by certifiedcheque, wire transfer or bank draft, as directed in writing by Vendor, theProportionate Share of Insurance Proceeds to Vendor.

**4.14****                                                                        TransferTaxes.**

Purchaser shall be liablefor and shall pay all applicable stamp duties, transfer taxes and all othertaxes, duties, fees or other like charges (“**TransferTaxes**”) of any jurisdiction properly payable in connection with thepurchase and sale of the Purchased Shares and the repayment of theInter-Company Loan.  In the event thatany applicable tax authority seeks to collect any such Transfer Taxes fromVendor or any of its Affiliates, Purchaser agrees to indemnify Vendor (or itsAffiliates, as applicable) for any such Transfer Taxes (including any 

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interest, fines and penalties in respect thereof) paidon account of Purchaser’s liability hereunder for such Transfer Taxes.

**4.15****                                                                        Transferof Certain Assets of BGSA**

Prior to the ClosingTime, Vendor shall cause BGSA to transfer to an Affiliate of Vendor all assetsand liabilities (contingent or otherwise) of BGSA not related to Vendor’sbusiness of holding and managing its Participating Interest, including:

(a)                                  theoffice lease for BGSA’s office premises in Johannesburg together with allfurniture and fittings;

(b)                                 threeresidential properties;

(c)                                  fivemotor vehicles;

(d)                                 computerequipment and software;

(e)                                  Contracts;

(f)                                    data,files, books and records whether in electronic or any other form;

(g)                                 accountsreceivable and payable; and

(h)                                 equipment.

**ARTICLE 5CONDITIONS OF CLOSING**

**5.1****                                                                               Conditionsof Closing in Favour of Vendor.**

The completion of thetransaction contemplated herein is subject to the following conditions for theexclusive benefit of Vendor, to be fulfilled or performed at or prior to theClosing Time:

(a)                                  Representationsand Warranties.  The representationsand warranties of Purchaser set out in Section 3.3 shall be true and correct inall material respects at the Closing Time, with the same force and effect as ifsuch representations and warranties were made at and as of such time, and acertificate of a senior officer of Purchaser dated the Closing Date to thateffect shall have been delivered to Vendor, such certificate to be in form andsubstance satisfactory to Vendor, acting reasonably.

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(b)                                 Covenants.  All of the terms, covenants, agreements andconditions of this Agreement to be complied with or performed by Purchaser ator before the Closing Time shall have been complied with or performed in allmaterial respects and a certificate of a senior officer of Purchaser dated theClosing Date to that effect shall have been delivered to Vendor, suchcertificate to be in form and substance satisfactory to Vendor, actingreasonably.

(c)                                  Orderor Ruling.  No legal or regulatoryaction or proceeding shall have been commenced by any person to enjoin,restrict or prohibit the purchase and sale of the Purchased Shares or any othertransaction contemplated hereby, which action or proceeding shall not have beenresolved and no order or ruling enjoining or prohibiting the sale of thePurchased Shares or the change of beneficial ownership of BGSA contemplatedhereby shall have been issued by any court or regulatory authority havingjurisdiction.

(d)                                 RegulatoryConsents.  There shall have beenobtained, from all appropriate federal, provincial, state, municipal or othergovernmental or administrative bodies, such licences, permits, consents,approvals, certificates, registrations and authorizations as are required bylaw to be obtained to permit the change of ownership of the Purchased Sharescontemplated hereby including those described in Schedule 3.3(m) or the changeof control of the material permits and authorisation of BGSA, in form andsubstance satisfactory to Vendor, acting reasonably.

(e)                                  LegalOpinion.  Purchaser shall havedelivered to Vendor a favourable opinion of South African and United Statescounsel to Purchaser, in form and substance satisfactory to Vendor, actingreasonably, addressing the matters identified in Schedule 5.1(e) hereto.

(f)                                    Releases.  BGSA and the Joint Venture shall haveprovided releases in the form attached as Schedule 5.1(f) to each of thepersons resigning in accordance with Section 4.11.

(g)                                 Insurance.  Effective as of the Closing Time, allagreements and arrangements  between anyof Barrick, the Joint Venture, WAL and BGSA relating to insurance coverageunder Barrick’s insurance policies shall have been terminated, and Barrickshall have received a full and final release from BGSA and WAL, in form andsubstance satisfactory to Barrick, acting reasonably, in respect of all presentor future claims of BGSA or WAL under all such policies of insurance or underany such agreements or arrangements with Barrick.

Any condition containedin this Section 5.1 may be waived in whole or in part by Vendor withoutprejudice to any Claim it may have for breach of covenant, representation orwarranty.

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Subject to Section 5.4,(a) any of the conditions contained in this Section 5.1 shall not be performedor fulfilled at or prior to the Termination Date to the satisfaction of Vendor,acting reasonably, and such condition shall not have been waived by Vendor or(b) Closing shall not have occurred for any other reason on or prior to theTermination Date.Vendor may, by notice in writing to Purchaser, terminate thisAgreement and the obligations of Vendor and Purchaser under this Agreementshall thereupon be terminated. Notwithstanding such termination, Vendor maybring an action pursuant to Article 7 against Purchaser for any Losssuffered or incurred by Vendor where the non-performance or non-fulfilment ofthe relevant condition or the non-occurrence of the Closing by the TerminationDate is as a result of a breach of covenant, representation or warranty byPurchaser.

**5.2****                                                                               Conditionsof Closing in Favour of Purchaser.**

The completion of thetransaction contemplated herein is subject to the following conditions for theexclusive benefit of Purchaser, to be fulfilled or performed at or prior to theClosing Time:

(a)                                  Representationsand Warranties.  The representationsand warranties of Vendor set forth in Section 3.1 and the representations andwarranties of Barrick set forth in Section 3.2 shall be true and correct in allmaterial respects at the Closing Time with the same force and effect as if suchrepresentations and warranties were made at and as of such time and acertificate of an officer or director of Vendor and Barrick dated the ClosingDate to that effect shall have been delivered to Purchaser, such certificate tobe in form and substance satisfactory to Purchaser, acting reasonably.

(b)                                 Covenants.  All of the terms, covenants and conditions ofthis Agreement to be complied with or performed by Vendor at or before theClosing Time shall have been complied with or performed in all materialrespects and a certificate of an officer or director of Vendor dated theClosing Date to that effect shall have been delivered to Purchaser, suchcertificate to be in form and substance satisfactory to Purchaser, actingreasonably.

(c)                                  Orderor Ruling.  No legal or regulatoryaction or proceeding shall have been commenced by any person to enjoin,restrict or prohibit the purchase and sale of the Purchased Shares or any othertransaction contemplated hereby, which action or proceeding shall not have beenresolved and no order or ruling enjoining or prohibiting the sale of thePurchased Shares contemplated hereby shall have been issued by any court orregulatory authority having jurisdiction.

(d)                                 RegulatoryConsents.  There shall have beenobtained, from all appropriate federal, provincial, state, municipal or othergovernmental or administrative bodies, such licences, permits, consents,approvals, certificates, registrations and authorizations as are required bylaw to be obtained to permit the change of ownership of the Purchased Sharescontemplated hereby including those 

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described in Schedules3.1(j) and 3.3(m) or the change of control of the material permits andauthorisation of BGSA, in form and substance and with conditions satisfactoryto Purchaser, acting reasonably.

(e)                                  LegalOpinion.  Vendor shall have deliveredto Purchaser a favourable opinion of Canadian, Mauritius and South Africancounsel to Vendor, in form and substance satisfactory to Purchaser, actingreasonably, addressing the matters identified in Schedule 5.2(e) hereto.

Any condition containedin this Section 5.2 may be waived in whole or in part by Purchaser withoutprejudice to any Claim it may have for any breach of covenant, representationor warranty by Vendor or Barrick.

Subject to Section 5.4(a) any of the conditions contained in this Section 5.2 shall not be performedor fulfilled at or prior to the Termination Date to the satisfaction ofPurchaser, acting reasonably, and such condition shall not have been waived byPurchaser or (b) Closing shall not have occurred for any other reason on orprior to the Termination Date, Purchaser may, by notice in writing to Vendor,terminate this Agreement and the obligations of Vendor and Purchaser under thisAgreement shall thereupon be terminated. Notwithstanding such termination,Purchaser may bring an action pursuant to Article 7 against Vendor orBarrick for any Loss suffered or incurred by Purchaser where thenon-performance or non-fulfilment of the relevant condition or thenon-occurrence of Closing by the Termination Date is as a result of a breach ofcovenant, representation or warranty by Vendor or Barrick.

**5.3****                                                                               Actionsto Satisfy Closing Conditions.**

(a)           General.  Each Party shall take all such actions as arewithin its power and otherwise use its commercially reasonable efforts so as toensure compliance with the conditions set forth in this Article 5.

(b)           Requirement to Make Filings.  Vendor and Purchaser shall, as promptly aspracticable, make all filings required by them or by BGSA in order to obtainthe regulatory consents referred to in Schedules 3.1(j) and 3.3(m),respectively, and shall respond as promptly as practicable to all requests foradditional information made by any governmental or other regulatory authorityof competent jurisdiction with respect to such regulatory consents.

(c)           In respect of the South AfricanCompetition Authority:

(i)                                     Witheffect from the Signing Date Purchaser’s legal advisors, in consultation withVendor’s legal advisors, shall commence the preparation and completion of alldocumentation necessary to ensure the transaction contemplated in thisAgreement complies with the reporting requirements set out in the CompetitionAct (the “**Competition Filing**”).

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(ii)                                  Thefiling fee payable to the South African Competition Authorities for theCompetition Filing shall be borne by Vendor and Purchaser in equal shares.

(iii)                               Subjectto Section 5.3(c)(ii) above each party shall be responsible for their owncosts (including the costs of legal and other advisors) of and incidental tothe Competition Filing.

(iv)                              Vendorand Purchaser shall provide Purchaser’s legal advisors all such reasonableassistance and information as is required by such legal advisors in thepreparation and submission of the Competition Filing as and when suchassistance may be required.

(d)           Mutual Co-operation.  Vendor and Purchaser shall co-operate withand provide all reasonable assistance to each other in order to obtain suchregulatory consents as promptly as practicable (and, in any event, prior to theClosing Date).

(e)           Requirement to Apprise OtherParty.  Without limiting thegenerality of the foregoing, each of Vendor and Purchaser shall keep the otherapprised of the steps taken or to be taken by such Party to obtain any suchregulatory consent and shall provide the other with the right to approvedocuments required to be filed with Governmental Authorities in connection withsuch matters and to attend all meetings and participate in all telephone andother conversations with all relevant Governmental Authorities.  At the request of either Vendor or Purchaser,the other shall provide to the requesting Party access to all correspondencerelating to obtaining any of such regulatory consents or satisfying any of theconditions of closing in favour of the requesting Party.

**5.4****                                                                               Opportunityto Cure.**

(a)                                  Notwithstandingany other provision of this Agreement, in the event any Party (a **“Determining Party”**) determines prior to the Closing Timethat any condition contained in Sections 5.1 or 5.2 will not be performed orfulfilled at or prior to the Closing Time (a **“Failure ofCondition”**) by any other Party (a “**Non-PerformingParty”**), the Determining Party shall promptly inform theNon-Performing Party of its determination, in which case the Non-Performingparty shall be entitled, at its option, to either cure the Failure of Conditionprior to the Closing Time or, in the event the Failure of Condition can berectified by the payment of money, to rectify the Failure of Condition bypaying to the Determining Party at the Closing Time the amount of money requiredto place the Determining Party in the same position as it would have been hadthe Failure of Condition not occurred.

(b)                                 Inthe event that, within five Business Days of the date a Determining Partynotifies a Non-Performing Party in accordance with the preceding clause (a),the Parties are unable to agree on the amount of money required to place aDetermining Party in the same position as it would have been had a Failure of 

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Condition not occurred, the matter shall be determined by arbitration,which shall be conducted in accordance with Section 2.5(f) and 2.5(g), *mutatis mutandis.*

**5.5****                                                                               WALLetter.**

(a)                                  Inthe event that prior to the Closing Time paragraph 2 of the WAL Letter isrepudiated by WAL (in the reasonable opinion of Vendor) or is otherwise terminated,invalidated or otherwise ceases to be an enforceable obligation of WAL, Vendorshall be immediately entitled to terminate this Agreement and all obligationsof Barrick and Vendor hereunder unless, within 24 hours of any suchtermination, Purchaser provides Vendor with evidence satisfactory to Vendorthat Purchaser will fully indemnify Vendor and BGSA for all Losses suffered byVendor or BGSA if this Agreement is not so terminated.

(b)                                 Inthe event that prior to the Closing Time paragraph 2 of the WAL Letter isrevoked or repudiated by WAL (in the reasonable opinion of Purchaser) or isotherwise terminated, invalidated or otherwise ceases to be an enforceableobligation of WAL, Purchaser shall be immediately entitled to terminate thisAgreement and all obligations of Purchaser hereunder, provided that at suchtime Purchaser and parties acting jointly or in concert with Purchaser do nothold more than 50% of the outstanding shares of WAL and are able to vote suchshares or nominees of Purchaser and of parties acting jointly or in concertwith Purchaser do not represent voting control of the board of directors ofWAL.

(c)                                  Purchasercovenants and agrees that it shall take no action, directly or indirectly, infurtherance of any exercise by WAL of its rights under Section 14.2 of theJoint Venture Agreement in respect of the transactions contemplated in thisAgreement.

(d)                                 Vendorcovenants and agrees to take all such actions as are necessary to ensure BGSAdoes not agree with WAL to amend or withdraw the WAL Letter

**ARTICLE 6CLOSING ARRANGEMENTS**

**6.1****                                                                               ClosingDate.**

The transactioncontemplated hereby shall be completed at the Closing Time on the date (the “**Closing Date**”) that is five Business Days after the dateupon which the last of the conditions to Closing set forth in Sections 5.1(d)and 5.2(d) is either satisfied or waived by Vendor or Purchaser, as applicable.

**6.2****                                                                               Placeof Closing.**

The Closing shall takeplace at the offices of Edward Nathan, Johannesburg.

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**6.3****                                                                               Deliveryof Closing Documentation to Purchaser.**

At the Closing Time, thefollowing shall be delivered to Purchaser:

(a)                                  theofficer’s certificates to be delivered by Vendor to Purchaser pursuant toSection 5.2;

(b)                                 certificatesrepresenting the Purchased Shares duly endorsed for transfer to Purchaser or asPurchaser may otherwise direct in writing prior to the Closing Time;

(c)                                  thePurchaser LC referred to in Section 2.5(a);

(d)                                 allother documents required to be delivered by Vendor pursuant to the provisionsof this Agreement; and

(e)                                  evidenceof repayment of the Inter-Company Loan using the proceeds of the Gold FieldsLoan.

**6.4****                                                                               Deliveryof Purchaser’s Closing Documentation.**

At the Closing Time, Purchaser shall deliver toVendor:

(a)                                  theofficer’s certificates to be delivered by Purchaser to Vendor pursuant toSection 5.1;

(b)                                 certificatesrepresenting the Consideration Shares duly issued in the name of Vendor or asVendor may otherwise direct in writing prior to the Closing Time;

(c)                                  theVendor LC referred to in Section 2.5(b);

(d)                                 paymentof an amount equal to the Cash Consideration (less the amount of the GoldFields Loan) by certified cheque, bank draft or wire transfer as Vendor may inwriting direct; and

(e)                                  allother documents and instruments required to be delivered by Purchaser pursuantto the provisions of this Agreement;

(f)                                    evidenceof the advance by Purchaser to BGSA of the Gold Fields Loan and discharge ofthe Inter-Company Loan.

**6.5****                                                                               FurtherAssurances.**

Vendor and Purchasercovenant and agree that, from time to time before, on or after the ClosingDate, they will, at the request and expense of the requesting Party, executeand deliver all such documents and instruments, including, all such additionalconveyances, transfers, consents and other assurances and do all such otheracts and things as the other Party, acting 

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reasonably, may from time to time request be executedor done in order to give effect fully to any provision of this Agreement or ofany agreement or other document executed pursuant to this Agreement or any ofthe respective obligations intended to be created hereby or thereby.

**ARTICLE 7INDEMNIFICATION**

**7.1****                                                                               GeneralIndemnification by Purchaser.**

Purchaser herebycovenants and agrees to indemnify and save harmless Vendor or Barrick, togetherwith each officer, director, employee and agent of Vendor and Barrick, from andagainst the following:

(a)                                  Representations,Warranties and Covenants.  Any Losssuffered or incurred by any of them in connection with any incorrectness in orbreach of any representation or warranty of Purchaser contained herein or inthe certificates to be delivered by Purchaser pursuant to Section 5.1 (except,in each case, with respect to Sections 3.3(m) or 3.3(p), or any breach ornon-performance by Purchaser of any covenant to be performed by it pursuant to thisAgreement or any agreement or other instrument delivered by Purchaser ascontemplated herein.

(b)                                 Commissions.  Any commission or other remuneration payableto any broker, agent or other intermediary who acted or purported to act onbehalf of Purchaser in connection with the transaction contemplated by thisAgreement.

(c)                                  AnyLoss, including the amount of any Remaining Value (as defined in the JointVenture Agreement) payable by BGSA pursuant to Section 14.2.4 of the JointVenture Agreement suffered or incurred by BGSA or Vendor in connection with anydirection provided by Purchaser pursuant to Section 4.5(c).

**7.2****                                                                               GeneralIndemnification by Vendor.**

Vendor hereby covenants and agrees to indemnifyand save harmless Purchaser, together with each officer, director, employee andagent of Purchaser, from and against the following:

(a)                                  Representations,Warranties and Covenants.  Any Losssuffered or incurred by any of them in connection with any incorrectness in orbreach of any representation or warranty of Vendor contained herein or in thecertificate to be delivered to Purchaser by Vendor pursuant to Section 5.2(except, in each case, with respect to Section 3.1(j) or 3.1(p) or any breachor non-performance by Vendor of any covenant to be performed by them pursuantto this Agreement or any other agreement or instrument delivered by it ascontemplated hereunder.

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(b)                                 Commission.  Any commission or other remuneration payableto any broker, agent or other intermediary who acted or purported to act onbehalf of Vendor in connection with the transaction contemplated by thisAgreement.

(c)                                  Non-JointVenture Business. Any Loss suffered or incurred by Purchaser inconnection with any part of the business carried on by BGSA prior to theClosing Time that does not relate to the Joint Venture or to BGSA’s managementof its investment in the Joint Venture. 

(d)                                 Transferof Assets and Liabilities.  Any Losssuffered or incurred by Purchaser in connection with any transfers of assets orliabilities of BGSA pursuant to Section 4.15.

(e)                                  MineFire.  Any Loss suffered or incurredby Purchaser in connection with the fire described in paragraph 2 of Schedule3.1(p) in excess of the coverage limits for business interruption and physicalloss contained in the insurance policies for the Joint Venture.

**7.3****                                                                               Taxes.**

Notwithstanding any other provision of this Agreement,each Party acknowledges and agrees that it shall be solely responsible for allof its own taxes, duties and governmental charges payable or leviable inconnection with the entering into, execution and delivery by it of thisAgreement and the performance of its obligations hereunder.

**7.4****                                                                               Noticeof Claim.**

If a Party entitled to beindemnified under the foregoing provisions of this Article 7 (an “**Indemnified Party**”) wishes to make a Claim forindemnification hereunder against Purchaser, on the one hand, or Vendor, on theother hand (herein called the “**Indemnifying Party**”),the Indemnified Party shall promptly give written notice thereof to theIndemnifying Party of the Claim. Such notice shall specify whether the Claimoriginates with the Indemnified Party (a “**Direct Claim**”)or with a third party (a “**Third Party Claim**”)and shall specify with reasonable particularity (to the extent that informationis available):

(i)                                     thefactual basis for the Claim; and

(ii)                                  theamount of the Claim or, if an amount is not then determinable, an approximateestimate of the potential amount of the Claim, to the extent such an estimatecan reasonably be given at that time.

If through the fault ofthe Indemnified Party, the Indemnifying Party does not receive notice of anyClaim in time to contest effectively the determination of any liabilitysusceptible of being contested, the Indemnifying Party shall be entitled to setoff against the amount claimed by the Indemnified Party the amount of any Lossincurred by the Indemnifying Party resulting from the Indemnified Party’sfailure to give such notice on a timely basis.

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**7.5****                                                                               DirectClaims.**

With respect to anyDirect Claim, the Indemnifying Party shall have **60**days following receipt of notice from the Indemnified Party of the Claim tomake such investigation of the Claim as it considers necessary ordesirable.  For the purpose of suchinvestigation, the Indemnified Party shall make available to the IndemnifyingParty the information relied upon by the Indemnified Party to substantiate theClaim, together with all such other information in the possession or control ofthe Indemnified Party as the Indemnifying Party may reasonably request.  If the Parties agree at or prior to theexpiration of such **60**-day period(or any mutually agreed upon extension thereof) on the validity and amount ofsuch Claim, the Indemnifying Party shall immediately pay to the IndemnifiedParty the full agreed upon amount of the Claim, failing which the matter shallbe determined by a court of competent jurisdiction.

**7.6****                                                                               Intereston Loss.**

For the purposes ofSection 7.1 and 7.2 the Losses suffered or incurred by an Indemnified Partyrelating to a Direct Claim will include interest on the amount of the Losscalculated at the prime lending rate of Citibank, New York from time to time,compounded monthly in arrears, from the time the Loss is suffered or incurredby the Indemnified Party to the time that the Indemnifying Party pays in full anyrequired indemnity payment in respect of such Direct Claim pursuant to thisArticle 7 (including payment of compound interest pursuant to this Section7.6).

**7.7****                                                                               ThirdParty Claims.**

With respect to any ThirdParty Claim, the Indemnifying Party shall have the right, at its expense, toparticipate in or assume control of the negotiation, settlement or defence ofthe Third Party Claim and, in such event, the Indemnifying Party shallreimburse the Indemnified Party for all the Indemnified Party’s out-of-pocketexpenses as a result of such participation or assumption.  If the Indemnifying Party elects to assumesuch control, the Indemnified Party shall have the right to participate in thenegotiation, settlement or defence of such Third Party Claim and to retaincounsel to act on its behalf, provided that the fees and disbursements of suchcounsel shall be paid by the Indemnified Party unless the Indemnifying Partyconsents to the retention of such counsel or unless the named parties to anyaction or proceeding include both the Indemnifying Party and the IndemnifiedParty and representation of both the Indemnifying Party and the IndemnifiedParty by the same counsel would be inappropriate due to the actual or potentialdiffering interests between them (such as the availability of differentdefences).  If the Indemnifying Party,having elected to assume such control, thereafter fails to defend the ThirdParty Claim within a reasonable time, the Indemnified Party shall be entitledto assume such control, and the Indemnifying Party shall be bound by theresults obtained by the Indemnified Party with respect to such Third PartyClaim.  If any Third Party Claim is of anature such that the Indemnified Party is required by applicable law to make apayment to any person (a “**Third Party**”) with respect to theThird Party Claim before the completion of settlement negotiations or relatedlegal proceedings, the Indemnified Party may make such payment and theIndemnifying Party shall, forthwith after demand by the 

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Indemnified Party, reimburse the Indemnified Party forsuch payment.  If the amount of anyliability of the Indemnified Party under the Third Party Claim in respect ofwhich such payment was made, as finally determined, is less than the amountwhich was paid by the Indemnifying Party to the Indemnified Party, theIndemnified Party shall, forthwith after receipt of the difference from theThird Party, pay the amount of such difference to the Indemnifying Party.

**7.8****                                                                               Settlementof Third Party Claims.**

If the Indemnifying Partyfails to assume control of the defence of any Third Party Claim, theIndemnified Party shall have the exclusive right to contest, settle or pay theamount claimed.  Whether or not theIndemnifying Party assumes control of the negotiation, settlement or defence ofany Third Party Claim, the Indemnifying Party shall not settle any Third PartyClaim without the written consent of the Indemnified Party, which consent shallnot be unreasonably withheld or delayed; provided, however, that the liabilityof the Indemnifying Party shall be limited to the proposed settlement amount ifthe consent of the Indemnified Party to the proposed settlement is unreasonablywithheld or delayed.

**7.9****                                                                               Co-operation.**

The Indemnified Party andthe Indemnifying Party shall co-operate fully with each other with respect toThird Party Claims, and shall keep each other fully advised with respectthereto (including supplying copies of all relevant documentation promptly asit becomes available).

**7.10****                                                                        Subrogation.**

In the event that an IndemnifiedParty has a right of recovery against any third party with respect to any Claimin connection with which a payment is made to such Indemnified Party by anIndemnifying Party, then:

(a)                                  suchIndemnifying Party shall, to the extent of such payment, be subrogated to allof the rights of recovery of such Indemnified Party against such third partywith respect to such Claim; and

(b)                                 suchIndemnified Party shall execute all documents reasonably required and take allaction necessary to secure such rights, including, but not limited to, theexecution of such documents as are reasonably necessary to enable suchIndemnifying Party to bring suit to enforce such rights.

**ARTICLE 8PERFORMANCE GUARANTEE**

**8.1****                                                                               Guarantee.**

(a)           For valuable consideration, the receiptand sufficiency of which are acknowledged, Barrick hereby irrevocably andunconditionally guarantees (the “**Performance**

37

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**Guarantee**”) in favour of Purchaser the due andpunctual performance and observance by Vendor of the****terms,covenants, conditions, agreements, undertakings, indemnities and obligations onthe part of Vendor to be performed or observed pursuant to this Agreement inaccordance with the terms thereof (all such terms, covenants, conditions,agreements, undertakings, indemnities and obligations on the part of Vendor tobe performed and observed being collectively referred to below as the “**GuaranteedObligations**”).

(b)           In the event that Vendor fails in anymanner whatsoever to perform or observe any Guaranteed Obligations on its partto be performed or observed when the same shall be required to be performed orobserved, Barrick’s sole obligation under the Performance Guarantee shall be tocause the Guaranteed Obligations to be duly and punctually performed andobserved, including, if necessary, by providing to Vendor funds required toperform or observe any Guaranteed Obligations to be performed or observed byit.

(c)           Purchaser may proceed to enforce theobligations of Barrick under the Performance Guarantee without first pursuingor exhausting any right or remedy which Purchaser may have against Vendor orany other Person or property.

**8.2****                                                                               Performanceon Demand.**

The obligation of Barrickto perform its obligations under this Article 8 shall arise, and Barrickshall perform such obligations, immediately after written demand for same isprovided by Purchaser to Barrick.

**8.3****                                                                               PrimaryObligation.**

If any or all of theGuaranteed Obligations are not duly performed by Vendor and are not recoverableunder the Performance Guarantee, such Guaranteed Obligations will, as aseparate and distinct obligation, be recoverable from Barrick as primaryobligor.

**8.4****                                                                               Waiverof Defences.**

Barrick’s obligationsunder the Performance Guarantee are continuing, unconditional andabsolute.  The validity andenforceability of the Performance Guarantee shall not be impaired or affectedby:

(a)                                  anyextension, modification or renewal of, or indulgence with respect to, orsubstitutions for, any Guaranteed Obligations;

(b)                                 anyfailure or omission to enforce any right, power or remedy with respect to anyGuaranteed Obligations;

(c)                                  anywaiver of any right, power or remedy or of any default with respect to anyGuaranteed Obligations;

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(d)                                 theinsolvency, winding-up liquidation, restructuring, dissolution or bankruptcy orcreditor proceedings or reorganisation or change in existence of Vendor;

(e)                                  anydefence, counterclaim or right of set-off;

(f)                                    anyamendment, restatement, replacement, supplement, modification or renewal ofthis Agreement;

(g)                                 anylimitation of power, incapacity, or disability on the part of Vendor;

(h)                                 theenforceability or validity as against Vendor of any Guaranteed Obligations; or

(i)                                     tothe extent permitted by law, any other circumstance that might otherwiseconstitute a legal or equitable claim, discharge of rights or defence of aguarantor or surety, other than performance of the underlying obligation.

**ARTICLE 9GENERAL**

**9.1****                                                                               Notices.**

(a)           Any notice or other communicationrequired or permitted to be given hereunder shall be in writing and shall bedelivered in person, transmitted by telecopy or similar means of recordedelectronic communication or sent by registered mail, charges prepaid, addressedas follows:

(i)                                     ifto Vendor:

Barrick Gold CorporationBCE PlaceTD Canada Trust TowerSuite 3700161 Bay StreetToronto, Ontario M5J 2S1Canada

Attention:  General CounselTelecopier No.: + 1 416-861-9717

(ii)                                  ifto Purchaser:

Gold Fields Limited24 St Andrews RoadParktown, 2193JohannesburgRep. of South Africa

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Postnet Suite 252Private Bag X30500Houghton, 2041

Attention:              General CounselTelecopier No.: +27 11 484 0590

(b)           Any such notice or othercommunication shall be deemed to have been given and received on the day onwhich it was delivered or transmitted (or, if such day is not a Business Day,on the next following Business Day) or, if mailed, on the fifth Business Dayfollowing the date of mailing; provided, however, that if at the time ofmailing or within five Business Days thereafter there is or occurs a labourdispute or other event which might reasonably be expected to disrupt thedelivery of documents by mail, any notice or other communications hereundershall be delivered or transmitted by means of recorded electronic communicationas aforesaid.

(c)           Any Party may at any time change itsaddress for service from time to time by giving notice to the other Party inaccordance with this Section 9.1.

**9.2****                                                                               Consultations.**

Each of the Parties shallconsult with the other Parties before issuing any press release or making anyother public announcement with respect to this Agreement or the transactioncontemplated hereby and, except as required by any applicable law or regulatoryrequirement, no Party shall issue any such press release or make any suchpublic announcement without the prior written consent of the other Parties,which consent shall not be unreasonably withheld or delayed.

**9.3****                                                                               ConfidentialityAgreements.**

Effective upon Closing,Purchaser shall be released from all obligations arising under theConfidentiality Agreements to the extent such obligations relate to: (i)Evaluation Material (as defined in the Confidentiality Agreement dated as ofJuly 19, 2006) which relates solely to the Property; or (ii) RecipientEvaluation Material (as defined in the Confidentiality Agreement dated as ofJuly 19, 2006) which contains or reflects Evaluation Material (as defined inthe Confidentiality Agreement dated as of July 19, 2006) which relates solelyto the Property.

**9.4****                                                                               Choiceof Jurisdiction.**

The Parties irrevocablyagree that the courts of the Province of Ontario are to have non-exclusivejurisdiction to settle any disputes which may arise out of or in connectionwith this Agreement and that, accordingly, any suit, action or proceedingsarising out of or in connection with this Agreement (referred to in thisSection as the “**Proceedings**”) may be brought insuch courts.  The Parties irrevocablywaive and covenant not to raise any objection which they may have now orhereafter to the venue of any Proceedings in any such court, including that theProceedings have been brought in an inconvenient forum.

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**9.5****                                                                               Successorsand Assigns.**

(a)           This Agreement shall enure to thebenefit of and shall be binding on and enforceable by the Parties and, wherethe context so permits, their respective successors and permitted assigns.

(b)           No Party shall directly or indirectlyassign, transfer or otherwise convey this Agreement or its interests herein inany manner whatsoever without the prior written consent of the other Party.

**9.6****                                                                               Effectof Certificates.**

All certificates providedhereunder by a director or officer of any of the Parties shall be provided inthat person’s capacity as an officer of Vendor or Purchaser, as the case maybe, and not in that person’s personal capacity, and no such director or officershall incur any personal liability to the Parties under or as a result of suchcertificate.

 

**[REMAINDER OF PAGE INTENTIONALLYLEFT BLANK]**

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**9.7****                                                                               Counterparts.**

This Agreement may beexecuted in counterparts, each of which shall constitute an original and eachof which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOFthis Agreement has been executed by the Parties.
|        | **PDG AUREATE LIMITED**       |
|--------|-------------------------------|
|   | ** **                    |
|   | by                            |   |   |
|   |                          | Name: |
|   |                          | Title: |
|   |                          |   |
|   | by                            |   |   |
|   |                          | Name: |
|   |                          | Title: |
|   |                          |   |
|   |                          |   |
|   |                          |   |
|   | **BARRICK GOLD  CORPORATION** |
|   | ** **                    |
|   | by                            |   |   |
|   |                          | Name: |
|   |                          | Title: |
|   |                          |   |
|   | by                            |   |   |
|   |                          | Name: |
|   |                          | Title: |
|   |                          |   |
|   |                          |   |
|   |                          |   |
|   | **GOLD FIELDS LIMITED**       |
|   | ** **                    |
|   | by                            |   |   |
|   |                          | Name: |
|   |                          | Title: |
|   |                          |   |
|   | by                            |   |   |
|   |                          | Name: |
|   |                          | Title: |

 

42

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**Schedule 1.1(b)**

**CertainDefined Terms**

1.                                       Forthe purposes of this Agreement, a body corporate shall be deemed to be a **Subsidiary**of another body corporate if, but only if:

(a)                                  itis controlled by,

(i)                                     thatother, or

(ii)                                  thatother and one or more bodies corporate each of which is **controlled**by that other, or

(iii)                               twoor more bodies corporate each of which is controlled by that other; or

(b)                                 itis a Subsidiary of a body corporate that is that other’s Subsidiary.

2.                                       Forthe purposes of this Agreement, a body corporate shall be deemed to becontrolled by another body corporate or by two or more bodies corporate if, butonly if:

(a)                                  votingsecurities of the first-mentioned body corporate carrying more than 50 per centof the votes for the election of directors are held, other than by way ofsecurity only, by or for the benefit of such other body corporate or by or forthe benefit of such other bodies corporate; and

(b)                                 thevotes carried by such securities are sufficient, if exercised, to elect amajority of the board of directors of the first-mentioned body corporate.

3.                                       Forthe purpose of this agreement, one body corporate shall be deemed to beAffiliated with another body corporate if, but only if, one of them is theSubsidiary of the other or both are Subsidiaries of the same body corporate oreach of them is controlled by the same body corporate.

4.                                       Forthe purposes of the foregoing, the term “body corporate” means any corporation,incorporated association, incorporated syndicate or other incorporated organization,regardless of the governing jurisdiction.

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**Schedule2.5(a)**

**Purchaser’sLetter of Credit**

**DRAFT –FOR DISCUSSION PURPOSES ONLY**
| DATE OF ISSUE:                            | [  ], 2006                       |
|-------------------------------------------|--------------------------------------------|
|                                      |                                       |
| IRREVOCABLE STANDBY LETTER OF CREDIT NO.: |
|                                      |
| APPLICANT:                                | GOLD FIELDS LIMITED                        |
|                                      |                                       |
| BENEFICIARY:                              | BARRICK GOLD CORPORATION                   |
|                                      |                                       |
|                                      | [   ]                       |
|                                      |                                       |
|                                      | [   ]                       |
|                                      |                                       |
|                                      | [   ], [   ] |
|                                      |                                       |
|                                      | [SOUTH AFRICA ]                            |
|                                      |                                       |
| AMOUNT:                                   | NOT TO EXCEED $100 MILLION                 |
|                                      |                                       |
| DATE OF EXPIRY:                           | JUNE 30, 2007                              |

 

DEARSIRS:

ATTHE REQUEST OF BARRICK GOLD CORPORATION (THE “APPLICANT”), WE THE BANK OF NOVASCOTIA HEREBY ISSUE IN YOUR FAVOUR OUR IRREVOCABLE STANDBY LETTER OF CREDIT FORAN AMOUNT UP TO BUT NOT EXCEEDING USD100,000,000.00 (ONE HUNDRED MILLION UNITEDSTATES DOLLARS) AVAILABLE BY YOUR DRAFTS AT SIGHT, ACCOMPANYED BY THE FOLLOWINGDOCUMENTS:

1.               EITHER:

(A)         A STATEMENT EXECUTED BY GOLD FIELDS LIMITED AND BARRICK GOLDCORPORATION CERTIFYING THAT THE AMOUNT DRAWN UNDER THIS STANDBY LETTER OFCREDIT IS DUE AND PAYABLE; OR

(B)           A STATEMENT EXECUTED BY AN ARBITRATOR APPOINTED PURSUANT TO SECTION 2.5OF THE SHARE PURCHASE AGREEMENT DATED SEPTEMBER n, 2006 ENTERED INTO BETWEEN BARRICK GOLDCORPORATION, GOLD FIELDS LIMITED AND PDG AUREATE LIMITED CERTIFYING THAT THEAMOUNT DRAWN UNDER THIS STANDBY LETTER OF CREDIT IS DUE AND PAYABLE; AND

2.               THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT

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DRAFTSDRAWN HEREUNDER MUST BEAR THE CLAUSE “DRAWN UNDER IRREVOCABLE LETTER OF CREDITNO.                            ISSUED BY THE BANK OF [•][PLACE], DATED                                       .

WEHEREBY UNDERTAKE TO HONOUR YOUR SIGHT DRAFT(S), IF PRESENTED AT OUR OFFICES[ADDRESS] ON OR BEFORE THE EXPIRY DATE OF THIS LETTER OF CREDIT.

EXCEPTSO FAR AS OTHERWISE EXPRESSLY STATED THIS LETTER OF CREDIT IS SUBJECT TO [•].

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**Schedule2.5(b)**

**Vendor’sLetter of Credit**

**DRAFT –FOR DISCUSSION PURPOSES ONLY**
| DATE  OF ISSUE:                           | [  ], 2006           |
|-------------------------------------------|--------------------------------|
|                                      |                           |
| IRREVOCABLE STANDBY LETTER OF CREDIT NO.: |
|                                      |
| APPLICANT:                                | BARRICK GOLD CORPORATION       |
|                                      |                           |
| BENEFICIARY:                              | GOLD FIELDS LIMITED            |
|                                      |                           |
|                                      | [  ]                 |
|                                      |                           |
|                                      | [  ]                 |
|                                      |                           |
|                                      | [  ], [  ] |
|                                      |                           |
|                                      | [SOUTH AFRICA ]                |
|                                      |                           |
| AMOUNT:                                   | NOT TO EXCEED $100 MILLION     |
|                                      |                           |
| DATE OF EXPIRY:                           | JUNE 30, 2007                  |

 

DEARSIRS:

ATTHE REQUEST OF BARRICK GOLD CORPORATION (THE “APPLICANT”), WE THE BANK OF NOVASCOTIA HEREBY ISSUE IN YOUR FAVOUR OUR IRREVOCABLE STANDBY LETTER OF CREDIT FORAN AMOUNT UP TO BUT NOT EXCEEDING USD100,000,000.00 (ONE HUNDRED MILLION UNITEDSTATES DOLLARS) AVAILABLE BY YOUR DRAFTS AT SIGHT, ACCOMPANYED BY THE FOLLOWINGDOCUMENTS:

3.               EITHER:

(A)         A STATEMENT EXECUTED BY GOLD FIELDS LIMITED AND BARRICK GOLDCORPORATION CERTIFYING THAT THE AMOUNT DRAWN UNDER THIS STANDBY LETTER OFCREDIT IS DUE AND PAYABLE; OR

(B)           A STATEMENT EXECUTED BY AN ARBITRATOR APPOINTED PURSUANT TO SECTION 2.5OF THE SHARE PURCHASE AGREEMENT DATED SEPTEMBER n, 2006 ENTERED INTO BETWEEN BARRICK GOLDCORPORATION, GOLD FIELDS LIMITED AND PDG AUREATE LIMITED CERTIFYING THAT THEAMOUNT DRAWN UNDER THIS STANDBY LETTER OF CREDIT IS DUE AND PAYABLE; AND

3

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4.               THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT

DRAFTSDRAWN HEREUNDER MUST BEAR THE CLAUSE “DRAWN UNDER IRREVOCABLE LETTER OF CREDITNO.                           ISSUED BY THE BANK OF NOVA SCOTIA [PLACE], DATED                                 .

WEHEREBY UNDERTAKE TO HONOUR YOUR SIGHT DRAFT(S), IF PRESENTED AT OUR OFFICES[ADDRESS] ON OR BEFORE THE EXPIRY DATE OF THIS LETTER OF CREDIT.

EXCEPTSO FAR AS OTHERWISE EXPRESSLY STATED THIS LETTER OF CREDIT IS SUBJECT TO THEUNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION),INTERNATIONAL CHAMBER OF COMMERCE (ICC), PUBLICATION 500.

4

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**Schedule3.1(j)**

**Vendor’sRegulatory Consents**

# 1                       SouthAfrican Competition Authorities

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**Schedule3.1(k)**

**ConsentsUnder Contracts**

1. Western Areas Limited’s rights pursuant to Section14.2 of the Joint Venture Agreement.

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**Schedule3.1 (n)**

**BGSAContracts**

JV agreement (BGSA asco-signatory) relating to shaft deepening and installation of brattice wallwith Deilmann – Haniel JV (Pty) Ltd

Electricity/powercontract with Eskom

Collective BargainingContract with Unions negotiated through the South African Chamber of Mines

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**Schedule3.1(p)**

**Absenceof Material Change**

1.                                       Askip accident occurring on May 4, 2006, at the South Deep Twin Shafts MainShaft rock winder.

2.                                       Afire occurring at 95/3 West Stope on 31 August 2006, which at the Signing Dateis still burning.

3.             Mineral Resource and Mining Reserve– Material Change December 2005

The Placer Dome Western Areas Joint Venture (South Deep Gold Mine)undertook the re-modelling and estimation of the mineral resource and miningreserve during the period 2005. The process resulted in the writing down of theDec 2004 Reserve of 55,6 Moz’s to 29,4 Moz’s and declared as at December 2005.

Due to the materiality of the South Deep resource, the re-modelling andre-estimation process was overseen by an independent panel of experts that ensureddue process and adherence to the codes governing the correct modelling,estimation and declaration of mineral resources and mining reserves asrecognised in South Africa and Canada. The Independent Review Panel providedthe following statement in the final report of the IRP, South Deep Gold Mine:Independent Review Panel, Project No. 5043, Resource Reserve Audit, February2006**.**

“The IRP has reviewed the data integrity, geological interpretation,resource and reserve estimation procedures, mine design, life of mine planningand reporting of the 2005 South Deep Mineral Resource and Mineral Reserve.

A significant program of work was undertaken by South Deep during 2005to address concerns raised previously by Waldeck and Owen (2004) and Minter (August2004) regarding the application of geological controls to Future Mine

----

(Phase I and Phase II). This has led to South Deep, on therecommendation of the IRP, undertaking a refinement of the geological model,which has provided geological controls and constraints to the Bayesian methodof estimation of tonnes and grade in Future Mine.

The IRP is of the opinion that there is a sound geological foundationfor the Future Mine resource and that an appropriate method has been used toassign tonnage and grade estimates to geozones based on sedimentological andgrade characteristics.

A regional pillar optimisation study undertaken by SRK (January 2006aand b) provided a revised pillar layout for Future Mine which reduces seismicrisk, improves regional pillar stability and recognises the presence of a weakblocky lava in the hanging wall. The aerial extraction has decreased from some90% to between 80 to 85% (depending on depth) which has had a disproportionateeffect on the volumetric extraction. Regional pillars now comprise 46% of thepotentially recoverable reef volume. The new geological interpretation has alsointroduced a spatial element to the grade distribution and a number of pillarsare sited in high grade ore zones. The gold currently locked in pillars is 20Moz, an increase of 58% from 2004 although this is not a true comparison as itis based on different block models.

The introduction of open stoping has led to an increase in reservetonnes at a lower grade in the project areas that this has been applied to. Itis uncertain whether this is

2

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optimal and it is the IRP’s opinion that an appropriate comparativestudy of the different mining methods would need to be made to resolve this.The SV1 Mineral Reserve has decreased by some 2 Moz. This is due to the considerationof updated mining costs which have led to an increase in cut-off grade. SouthDeep has focused on the SV2 shaft area due to the limited time available for afull reassessment of the entire SV1 area. The exclusion of the overbank fromthe VCR Mineral Resource in Current Mine in this year’s process has led to alower extraction factor (43%) for Future Mine VCR than used previously.

The IRP considers the 2005 South Deep Mineral Resource and ReserveStatements to be compliant with the South African Code for the Reporting ofMineral Resources and Mineral Reserves (the SAMREC Code, 2000), the National Instrument43–101 and the CIM “ Estimation of Mineral Resources and Mineral Reserves –Best Practice Guidelines” (2003).”

Commencing with the 2006 fiscal year, BGSA has changed its accountingpolicy to fully consolidate the financial results of the Joint Venture.  For prior fiscal years, BGSA’s accountsreflected only the financial results relating to its Participating Interest inthe Joint Venture.

The Inter-Company Loan owing by BGSA is denominated in U.S.dollars.  Exchange rate fluctuations mayincrease the Rand-denominated intercompany payable receivable reflected in BGSA’sfinancial statements.

3

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**Schedule3.1(r)**

**Taxes**

1.                                       BGSAhas not filed its tax return for the 2005 financial year as the return is notyet due.

2.                                     BGSAhas received inquiries from the South African Revenue Service regarding BGSA’stax returns for the 1999 to 2003 taxation years,  Copies of current correspondence with SARshave been provided to Purchaser.

3.                                       BGSAhas advised SARS it neglected to withhold approximately Rand 1.2 million inrespect of employee stock options exercised during 2002 and 2003.

4.

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**Schedule3.1(s)**

**Litigation**

1.             Claim against Harmony for dewatering costs of Shaft 4

2.             Insurance claims for skip accidentand fire

3.                                       Noticeserved by BGSA on SA government under Institution of Legal Proceedings againstan Organ of State Act, Number 40 / 2002

4.                                       WALencumbering of Assets

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**Schedule3.1 (t)**

**EnvironmentalMatters**

**Reportsprovided to Goldfields Ltd during the period of the Due Diligence carried outon South Deep include, but were not limited to, the reports listed below:**

**Reportsby Johan Fourie and Associates**

·                  APDWAJV Environmental and Cost Assessment Main 13.12.2005

·                  AppendixA and B DME Version SD South and South Deep Liability 12.12.2005

·                  AppendixC DME Version South Deep FAS model 13.12.2005

·                  SouthDeep FAS Model 13.12.2005

·                  Summary ofEnvironmental Liability based on 2004 DME submission 12.12.2005

**PeerReview**

·                  EnvironmentalLiabilities and Closing Cost Assessment by Ezendalo – July 2006

**EnvironmentalManagement Program Reports (‘EMPR’)**

·                  EnvironmentalManagement Program Report – April 1999 inclusive of all appendices, diagramsand sections

·                  2004Environmental Management Programme Performance Assessment (Report 168-005) Jan2005 by Metaogo Environmental Engineers (Pty) Ltd

·                  Addendumto the South Deep Mine Environmental Management Report (Draft Version) ProjectReport No. 2020-09-268 – June 2003 by Ground Consulting Services (‘GCS’)

·                  EnvironmentalManagement Programme Report (Updated) for South Deep Mine (Report S020-01) byMetaogo Environmental Engineers (Pty) Ltd – August 2006

**GeneralDocuments**

·                  EnvironmentalWater balance Analysis for South Deep (Draft Report No S020-03) by MetaogoEnvironmental Engineers (Pty) Ltd – August 2006

·                  SouthDeep - Surface Environmental Report – June ‘06

·                  SouthDeep - Surface Environmental Management Quarterly Report – April to June ‘06

·                  WaterUse License Application for South Deep Mine incorporating an integrated waterand waste Management Plan by Metaogo Environmental Engineers (Pty) Ltd ProjectNumber: S020-03 – August 2006

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·                  South DeepEnvironment Management Department – Memorandum by T van Graan to Goldfieldsdated 30 August ‘06 Status of Environment Applications, considerations, reviewsand audits

2

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**Schedule3.3(m)**

**Purchaser’sRegulatory Consents**

1.             South African Competition Authorities under theCompetition Act for the acquisition by Purchaser of the entire shareholding ofVendor in BGSA

2.             Consent to and admission to listingby JSE Limited of Consideration Shares

3.             Consent by South African ReserveBank to the acquisition by Purchaser of the shareholding of Vendor in BGSA, therepayment of the Inter-Company Loan (plus interest) and the compensation ofVendor for any cash call contribution to BGSA

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**Schedule4.4**

**INDEMNIFICATION AGREEMENT**

**MEMORANDUM OF AGREEMENT**made as of the • day of    , 2006.

**BETWEEN:**

**PDGAUREATE LIMITED,**

a company existing underthe laws of Mauritius,

(hereinafter referred toas “**Vendor**”),

- and -

**GOLDFIELDS LIMITED,**

an entity existing underthe laws of South Africa,

(hereinafter referred toas “**Purchaser**”).

WHEREAS:

A.                            Pursuant to a sharepurchase agreement made as of September 11, 2006 (the “**PurchaseAgreement**”) between Vendor and Purchaser, Vendor agreed to sell andPurchaser agreed to purchase the Purchased Shares (as defined in the SharePurchase Agreement); and

B.                            Section 4.4 of theShare Purchase Agreement requires Purchaser to provide an indemnity to Vendoras described in that Section;

NOW THEREFORE THISAGREEMENT WITNESSES THAT, in consideration of the sum of one dollar ($1) oflawful money of Canada now paid by Vendor to Purchaser and for other good andvaluable consideration (the receipt and sufficiency of which are herebyacknowledged by Purchaser), the parties hereto covenant and agree as follows:

**1.****              Interpretation**

(a)           All capitalized terms used hereinwhich are not defined herein and which are defined in the Share PurchaseAgreement shall, unless the context otherwise requires, have the respectivemeanings given to them in the Share Purchase Agreement.

(b)           In this agreement, words importingthe singular number only shall include the plural and vice versa, wordsimporting gender shall include all genders and words importing persons shallinclude individuals, corporations, partnerships, associations, trusts,unincorporated organizations, governmental bodies and other legal or businessentities of any kind whatsoever.

----

 

**2.****              Indemnity**

(a)           Effective as at the Closing Time andat all times thereafter, Purchaser agrees to indemnify and save Vendor, itsAffiliates and each of their directors, officers, employees and agents(collectively the “**Indemnified Parties**”)harmless of and from all Environmental Liabilities arising directly orindirectly in connection with the ownership, control, possession or use of theProperty and/or the conduct of the Joint Venture or the Business before orafter the Closing Time or any other matter ancillary thereto.

(b)           The terms and conditions of thisagreement and the rights of indemnification granted herein to the IndemnifiedParties are in addition to, and not in substitution for, the terms, conditionsand rights any of such parties may have pursuant to the provisions of the SharePurchase Agreement, including Article 7 thereof.

(c)           The provisions of Sections 7.4 and9.3 of the Share Purchase Agreement shall apply to any Claim pursuant to theterms of this agreement mutatis mutandis.

**3.****              General**

(a)   Any notice or other communication required orpermitted to be given hereunder shall be given in the manner provided in theShare Purchase Agreement.

(b)   Any party hereto may at any time change itsaddress for service from time to time by giving notice to the other partieshereto in accordance with the terms hereof.

(c)   Purchaser may not assign any of its obligationshereunder without the prior written consent of the other parties hereto.

(d)           This agreement may be executed incounterparts, each of which shall constitute an original and each of whichtaken together shall constitute one and the same instrument.

(e)           This agreement shall be governed byand interpreted in accordance with the laws of the Republic of South Africa,and the parties hereby irrevocably agree to the non-exclusive jurisdiction ofthe High Court of South Africa (Witwatersrand Local Division) to determine anydisputes arising under this agreement.

IN WITNESS WHEREOFthis agreement has been executed by the parties.
|        | **PDG AUREATE LIMITED** |
|--------|-------------------------|
|   | ** **              |
|   | by                      |   |   |
|   |                    |  Name: |
|   |                    |  Title: |

 

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|        | **GOLD FIELDS LIMITED** |
|--------|-------------------------|
|   | ** **              |
|   | by                      |   |   |
|   |                    |  Name: |
|   |                    |  Title: |

 

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**Schedule 5.1(e)**

**Matters to be Addressed inOpinions to beDelivered by Counsel to Purchaser**

**A. SOUTH AFRICAN COUNSEL OPINION**

1.                                       Purchaser is a corporation incorporated and validlysubsisting under the laws of the Republic of South Africa.

2.                                       Purchaser has all necessary corporate power andauthority to execute and deliver the Share Purchase Agreement and each of theagreements ancillary thereto and to perform its obligations thereunder.

3.                                       The execution and delivery of the Share PurchaseAgreement and each of the agreements ancillary thereto by Purchaser and theperformance of its obligations thereunder, including the allotment and issueand sale of the Consideration Shares, and completion of the transactionscontemplated thereby will not result in the breach or violation of any of theprovisions of, or conflict with (a) the memorandum and articles of associationor by-laws of Purchaser, (b) any laws of the Republic of South Africa.

4.                                       No consent, authorization, license, franchise,permit, approval or order of any court or governmental agency or body in theRepublic of South Africa is required to be obtained and has not been obtainedby or on behalf of Purchaser in connection with Purchaser’s execution anddelivery of the Share Purchase Agreement and each of the agreements ancillarythereto and the performance of its obligations thereunder.

5.                                       The Share Purchase Agreement and each of theagreements ancillary thereto have been duly executed and delivered by Purchaserand constitute legal, valid and binding obligations of Purchaser, enforceableagainst Purchaser in accordance with their respective terms.

6.                                       Theauthorised share capital of Purchaser as set forth in Section 3.3(f) and all ofthe Consideration Shares to be allotted and issued by Purchaser in terms of andon the basis described in the Share Purchase Agreement have been duly andvalidly authorised and issued and are not subject to further calls byPurchaser, and the Consideration Shares are registered in the name of Vendor.

7.                                       All necessary corporate action has been taken by andon behalf of Purchaser to duly authorize the creation and issuance of theConsideration Shares, and the Consideration Shares have been duly authorizedand are validly issued as fully paid voting ordinary shares of Purchaser.

8.**                                      **Noorder or resolution for the winding-up of Purchaser has been made or passed andno judgment has been delivered declaring Purchaser insolvent or otherwisesubject to protection from its creditors.

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9.                                       Purchaserhas the corporate power and authority to own, lease and operate its propertiesand conduct its business in the Republic of South Africa.

10.                                 Allof the shares in the issued share capital of Purchaser (including theConsideration Shares) have been duly listed and admitted for trading on the JSELimited.

11.                                 TheConsideration Shares when issued will rank *paripassu* in all respects with the other ordinary shares of Purchasercurrently in issue and the holders thereof will not be subject to personalliability for the obligations of Purchaser by reason only of beingshareholders, and will not, by law, be subject to any pre-emptive rights infavour of any other shareholders of Purchaser in respect of the shares.

12.                                 TheConsideration Shares are fully transferable as described in the Share PurchaseAgreement.

13.                                 Allconsents, approvals, authorisations, orders, registrations, clearances andqualifications of or with any court or Governmental Authority or any stockexchange authorities is required in the Republic of South Africa for theallotment and issue of the Consideration Shares have been duly obtained or madeand are in full force and effect.

14.                                 Noconsent, approval, authorisation, orders, clearances or qualification of orwith any court or Governmental Authority or any stock exchange authorities isrequired in the Republic of South Africa for the allotment and issue of theConsideration Shares by Purchaser or for the consummation by Purchaser of thetransaction contemplated in the Share Purchase Agreement, save as envisaged insuch agreement.

15.                                 Alldividends and other distributions declared and paid on the issued shares ofPurchaser may, under the Memorandum and Articles of Association of Purchaserand the current laws and regulations of the Republic of South Africa be paid inany currency (including United States Dollars) and may be freely transferredout of the Republic of South Africa to Vendor or its Affiliates; and all suchdividends and/or other distributions will not be subject to withholding and/orother taxes under the laws of the Republic of South Africa, other thanSecondary Tax on Companies, and are otherwise free and clear of any other tax,withholding or deduction in the Republic of South Africa and without thenecessity of obtaining any governmental authorisation in the Republic of South Africa.

16.                                 Noissue or transfer taxes or duties are payable by the Vendor to any politicalsubdivision or taxing authority of or in the Republic of South Africa inconnection with the allotment and issue of the Consideration Shares.

17.                                 Itis not necessary that the Share Purchase Agreement, the Shares or any documentrelating to the issue of the Shares be stamped with any stamp, registration orsimilar tax in the Republic of South Africa.

18.                                 Undercurrent South African laws and regulations the holders of the ConsiderationShares will not, by virtue merely of their ownership of the ConsiderationShares, become subject to normal (income) taxation in the Republic of SouthAfrica.

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19.                                 Eachof Purchaser’s agreement to the choice of law provisions set forth in Section1.5 of the Share Purchase Agreement will be recognised by the courts of theRepublic of South Africa subject to all the applicable pleadingrequirements;  the irrevocable submissionof Purchaser to the non-exclusive jurisdiction of the courts of the Province ofOntario in terms of Section 9.4 of the Share Purchase Agreement, the waiver byPurchaser of any objection to the venue of a proceeding of a court of theProvince of Ontario and the agreement of Purchaser to this agreement shall begoverned by and construed in accordance with the laws of the Province ofOntario are legal, valid and binding, and judgment obtained in a court of theProvince of Ontario arising out of or in relation to the obligations ofPurchaser under the Share Purchase Agreement would be enforceable againstPurchaser in the courts of the Republic of South Africa, subject to theconfirmation by the courts in the Republic of South Africa to such judgmentsand subject to the qualifications set out above.

**B. UNITED STATES COUNSEL OPINION**

20.                                 Based upon therepresentations, warranties and agreements of Purchaser and Vendor contained inthe Share Purchase Agreement, it is not necessary to register under theSecurities Act the offer and sale of the Consideration Shares under thecircumstances contemplated by the Share Purchase Agreement (it being expresslyunderstood that no opinion is expressed as to any subsequent resale of theConsideration Shares by Vendor).

**C. ONTARIO COUNSELOPINION**

21.                                 Standard opinion given by Ontario counsel in transactionsof this nature.

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**Schedule 5.1(f)**

**Form ofRelease**

TO:                         Each of the persons (the “**Releasees**”) listed on Schedule A hereto

1.                             For good andvaluable consideration the sufficiency of which is hereby acknowledged, theundersigned hereby grants each of the Releasees a full and final release andremises, releases, acquits and forever discharges each of the Releasees of andfrom all claims, demands, complaints, proceedings, suits, debts, duties,accounts, bonds, covenants, contracts, actions or causes of action for damages,costs, debts, expenses and compensation whatsoever and wheresoever, of any kindor nature and howsoever arising, whether at law or in equity, whether known orunknown, suspected or unsuspected, and whether based in negligence orotherwise, which the undersigned now has or hereafter can, shall or may havefor or by reason of or in any way arising out of any cause, matter or thingwhatsoever existing up to the present time.

2.                             The undersignedfurther covenants and agrees not to join, assist, aid or act in concert in anymanner whatsoever with any other person, firm or corporation in the making ofany claim or demand or in the bringing of any proceeding or action in anymanner whatsoever against any of the Releasees and not to make any claim ordemand nor bring any proceeding or action in any manner whatsoever against anyperson, firm or corporation who might claim contribution or indemnity from anyof the Releasees arising out of or in relation to the matters hereinbeforeremised, released, acquitted or discharged.

3.                             The provisionshereof shall enure to the benefit of the heirs, executors, administrators andlegal personal representatives of each of the Releasees and shall be bindingupon the successors and assigns of the undersigned.

5.                             Any provision ofthis Release that is prohibited or unenforceable, or is held by a court ofcompetent jurisdiction to be void or unenforceable, in any jurisdiction shall,as to such jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining parts, provisions,representations or warranties herein, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

7.                             This Release shallbe governed by and interpreted in accordance with the laws of the Republic ofSouth Africa, other than any conflict of laws rules which might result in theapplication of the laws of any other jurisdiction, and the parties herebyirrevocably agree to the non-exclusive jurisdiction of the High Court of SouthAfrica (Witwatersrand Local Division) to determine any disputes arising underthis Release.

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DATED the day of      ,2006.
|        | [BARRICK GOLD SOUTH AFRICA  (PROPRIETARY) LIMITED/PLACER  DOME – WESTERN AREAS JOINT  VENTURE] |
|--------|-----------------------------------------------------------------------------------------------------|
|   |                                                                                                |
|   | by                                                                                                  |   |   |
|   |                                                                                                |  Name: |
|   |                                                                                                |  Title: |

 

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**Schedule 5.2(e)**

**Matters to be Addressed inOpinions to beDelivered by Counsel to Vendor**

1.                                       Eachof Barrick and Vendor (each, a “**Barrick Party**”)is an entity organized and validly subsisting under the laws of itsjurisdiction of incorporation.

2.                                       EachBarrick Party has all necessary power and authority to execute and deliver theShare Purchase Agreement and to perform its obligations thereunder.

3.                                       Allnecessary action has been taken by each Barrick Party to authorize theexecution and delivery of the Share Purchase Agreement by it and theperformance of its obligations thereunder.

4.                                       ThePurchased Shares constitute all of the shares of BGSA on closing and have beenduly issued and are outstanding as fully paid and non-assessable.

5.                                       Allnecessary corporate action and proceedings have been taken to permit the dueand valid transfer of the Purchased Shares at the Closing Time from Vendor toPurchaser and its nominee.

6.                                       Theexecution and delivery of the Share Purchase Agreement by each Barrick Partyand the performance of its obligations thereunder will not result in a breachor violation of any of the provisions of, or conflict with (a) any of itsconstating documents or by-laws or (b) any laws of its jurisdiction ofincorporation or (c) the laws of the Republic of South Africa.

7.                                       Noconsent, authorization, license, franchise, permit, approval or order of anycourt or governmental agency or body is required to be obtained and has notbeen obtained by or on behalf of Vendor in connection with the execution and deliveryof the Share Purchase Agreement and the performance of obligations thereunder.

8.                                       TheShare Purchase Agreement has been duly executed and delivered by each BarrickParty and constitutes a legal, valid and binding obligation of each BarrickParty enforceable against it in accordance with its terms.

9.                                       Based upon therepresentations, warranties and agreements of Purchaser and Vendor contained inthe Share Purchase Agreement, it is not necessary to register under theSecurities Act the offer and sale of the Consideration Shares under thecircumstances contemplated by the Share Purchase Agreement (it being expresslyunderstood that no opinion is expressed as to any subsequent resale of theConsideration Shares by Vendor).

10.                                 Undercurrent South African laws and regulations the holders of the ConsiderationShares will not, by virtue merely of their ownership of the ConsiderationShares, become subject to normal (income) taxation in the Republic of SouthAfrica.

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