##### Table of Contents



| |                                                                             
| | ----------------------------------------------------------------------------
| | As filed with the Securities and Exchange
    Commission on November 1, 2004

Registration
No. 333-








SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




---

FORM F-9

REGISTRATION STATEMENT UNDER


THE SECURITIES ACT OF 1933




---

|                                                           |  |                          |  |                             
|---------------------------------------------------------- |  | ------------------------ |  | ----------------------------
|Barrick Gold Inc.                                          |  | Barrick Gold Corporation |  | Barrick Gold Finance Company
|(Exact Name of Registrant as Specified in its
    Charter)

|                                                                                                                                  |  |                                                                                                                               |  |                                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|Ontario                                                                                                                           |  | Ontario                                                                                                                       |  | Nova Scotia                                                                                                                  
|(Province or Other Jurisdiction of
    Incorporation or Organization)                                                            
|1040                                                                                                                              |  | 1040                                                                                                                          |  | 1040                                                                                                                         
|(Primary Standard Industrial Classification
    Code Number)                                                                     
|Not Applicable                                                                                                                    |  | Not Applicable                                                                                                                |  | Not Applicable                                                                                                               
|(I.R.S. Employee Identification No.)                                                                                             
|BCE Place, Canada Trust Tower
    Suite 3700
    161 Bay Street, P.O. Box 212 Toronto, Ontario
    M5J 2S1
    (800) 720-7415     |  | BCE Place, Canada Trust Tower
    Suite 3700
    161 Bay Street, P.O. Box 212
    Toronto, Ontario M5J 2S1
    (800) 720-7415 |  | BCE Place, Canada Trust Tower
    Suite 3700
    161 Bay Street, P.O. Box 212
    Toronto, Ontario M5J 2S1
    (800) 720-7415
|(Address, including postal code, and telephone
    number, including area code, of Registrants principal
    executive offices) 
|CT Corporation System                                                                                                             |  | CT Corporation System                                                                                                         |  | CT Corporation System                                                                                                        
|111 Eighth Avenue                                                                                                                 |  | 111 Eighth Avenue                                                                                                             |  | 111 Eighth Avenue                                                                                                            
|New York, New York 10011                                                                                                          |  | New York, New York 10011                                                                                                      |  | New York, New York 10011                                                                                                     
|(212) 894-8700                                                                                                                    |  | (212) 894-8700                                                                                                                |  | (212) 894-8700                                                                                                               
|(Name, Address (Including Zip Code) and
    Telephone Number (Including Area Code) of Agent for Service in
    the United States)



---

Copies to:

|                         |  |                                        
|------------------------ |  | ---------------------------------------
|Brice T. Voran           |  | Kevin Thomson                          
|Shearman & Sterling LLP  |  | Davies Ward Phillips & Vineberg
    LLP
|Commerce Court West      |  | P.O. Box 63, 44th Floor                
|Suite 4405, P.O. Box 247 |  | 1 First Canadian Place                 
|Toronto, Ontario M5L 1E8 |  | Toronto, Ontario M5X 1B1               
|(416) 360-8484           |  | (416) 863-5530                         



---

Approximate date of
commencement of proposed sale of the securities to the public:From time to time after the effective date of this
Registration Statement.

Province of Ontario


(Principal jurisdiction regulating this
offering)




---

It is proposed that this filing shall become
effective (check appropriate box below):



|   |                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A. | þ upon
    filing with the Commission, pursuant to Rule 467(a) (if in
    connection with an offering being made contemporaneously in the
    United States and Canada).
|B. | o at some
    future date (check appropriate box below):                                                                                                                

|      |                                                                                                                                                                                                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  o | Pursuant to Rule 467(b) on
    (         ) at
    (         )
    (designate a time not sooner than seven calendar days after
    filing).                                                                                                                                          
|2.  o | Pursuant to Rule 467(b) on
    (         ) at
    (         )
    (designate a time seven calendar days or sooner after filing)
    because the securities regulatory authority in the review
    jurisdiction has issued a receipt or notification of clearance
    on (         ).
|3.  o | Pursuant to Rule 467(b) as soon as
    practicable after notification of the Commission by the
    registrant or the Canadian securities regulatory authority of
    the review jurisdiction that a receipt or notification of
    clearance has been issued with respect hereto.   
|4.  o | After the filing of the next amendment to this
    form (if preliminary material is being filed).                                                                                                                                                                                   

If any of the securities
being registered on this form are to be offered on a delayed or
continuous basis pursuant to the home jurisdictions shelf
prospectus offering procedures, check the following
box.    þ

CALCULATION OF REGISTRATION FEE

|                                 |  |                   |  |                  |  |                   |  |                    
|-------------------------------- |  | ----------------- |  | ---------------- |  | ----------------- |  | -------------------
|                                
|                                
|                                
|                                
|Title of Each Class of           |  | Proposed Maximum  |  | Proposed Maximum |  |                  
|Securities                       |  | Amount to be      |  | Offering Price   |  | Aggregate         |  | Amount of          
|to be Registered                 |  | Registered(1)     |  | Per Unit(2)      |  | Offering Price(2) |  | Registration Fee(3)
|                                
|                                
|Debt Securities(4)               |  | $1,000,000,000(5) |  | 100%             |  | $1,000,000,000(5) |  | $126,700           
|                                
|Guarantees of Debt Securities(6) |  | (6)               |  | (6)              |  | (6)               |  | None               
|                                
|                                



|    |                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes $1,000,000,000 of Debt Securities
    carried forward from Registration Statement No. 333-106592.                                                                                                                                                             
|(2) | Estimated solely for the purpose of determining
    the registration fee.                                                                                                                                                                                              
|(3) | $80,900 of which was previously paid upon the
    filing of Registration Statement No. 333-106592.                                                                                                                                                                     
|(4) | Debt Securities of Barrick Gold Corporation,
    Barrick Gold Inc. and Barrick Gold Finance Company being
    registered on Form F-9 hereunder.                                                                                                                        
|(5) | In U.S. dollars or the equivalent thereof in
    foreign denominated currencies or currency units or if any Debt
    Securities are issued at an original issue discount, such
    greater amount as shall result in an aggregate offering price of
    $1,000,000,000.
|(6) | Guarantees by Barrick Gold Corporation being
    registered on Form F-9 hereunder are to be sold without
    separate consideration.                                                                                                                                   

PURSUANT TO RULE 429 UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, THE PROSPECTUS CONTAINED IN THIS
REGISTRATION STATEMENT ALSO RELATES TO $1,000,000,000 AGGREGATE
OFFERING PRICE OF DEBT SECURITIES AND THE GUARANTEES OF THOSE
DEBT SECURITIES REGISTERED PURSUANT TO REGISTRATION STATEMENT
NO. 333-106592. THIS REGISTRATION STATEMENT, WHICH IS A NEW
REGISTRATION STATEMENT, ALSO CONSTITUTES POST-EFFECTIVE
AMENDMENT NO. 2 TO REGISTRATION STATEMENT
NO. 333-106592 AND SUCH POST-EFFECTIVE AMENDMENT SHALL
HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS
OF THIS REGISTRATION STATEMENT.





---



##### Table of Contents









PART I

INFORMATION REQUIRED TO BE DELIVERED

TO OFFEREES OR PURCHASERS




---



##### Table of Contents



October 28, 2004


(BARRICK LOGO)

Barrick Gold Corporation



|                  |                             
|----------------- | ----------------------------
|Barrick Gold Inc. | Barrick Gold Finance Company

US $1,000,000,000

Debt Securities


We
may offer debt securities of Barrick, BGI or BGFC, consisting of
debentures, notes, bonds and/or other similar evidences of
indebtedness (collectively, the Debt Securities).
Any Debt Securities issued by BGI or BGFC will be
unconditionally and irrevocably guaranteed by Barrick.

We
may from time to time offer up to $1,000,000,000 aggregate
principal amount of Debt Securities. We will provide the
specific terms of these Debt Securities in supplements to this
prospectus. You should read this prospectus and any applicable
prospectus supplements carefully before you invest.

This
prospectus is a (final) short form base prospectus for BGFC and
an amended and restated short form base shelf prospectus for
Barrick and BGI.

The
Debt Securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities
regulator, nor has the Securities and Exchange Commission or any
state securities regulator, passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a
criminal offense.

We
are permitted to prepare this prospectus in accordance with
Canadian disclosure requirements, which are different from those
of the United States.

Owning
the Debt Securities may subject you to tax consequences both in
the United States and Canada. You should read the tax discussion
in any applicable prospectus supplement. This prospectus or any
applicable prospectus supplement may not describe these tax
consequences fully.



---



Your ability to enforce civil liabilities
under the United States federal securities laws may be affected
adversely because Barrick and BGI are incorporated under the
laws of the Province of Ontario, Canada, BGFC is incorporated
under the laws of the Province of Nova Scotia, Canada, some of
the officers and directors of Barrick, BGI and BGFC and some of
the experts named in this prospectus are Canadian residents, and
a majority of Barricks assets and the assets of those
officers, directors and experts are located outside of the
United States.






TABLE OF CONTENTS

|                                                          |  |      |    | 
|--------------------------------------------------------- |  | ---- | -- | 
|                                                          |  | Page
|                                                          |  |     
|ABOUT THIS PROSPECTUS                                     |  |      | 3  | 
|WHERE YOU CAN FIND MORE
    INFORMATION                   |  |      | 3  | 
|SPECIAL NOTE REGARDING
    FORWARD-LOOKING INFORMATION    |  |      | 5  | 
|BARRICK                                                   |  |      | 5  | 
|BGI                                                       |  |      | 6  | 
|BGFC                                                      |  |      | 6  | 
|USE OF PROCEEDS                                           |  |      | 6  | 
|INTEREST COVERAGE                                         |  |      | 7  | 
|DESCRIPTION OF DEBT
    SECURITIES AND THE GUARANTEES     |  |      | 7  | 
|CERTAIN INCOME TAX
    CONSIDERATIONS                     |  |      | 21 | 
|PLAN OF DISTRIBUTION                                      |  |      | 21 | 
|NON-GAAP PERFORMANCE
    MEASURES                         |  |      | 23 | 
|LEGAL MATTERS                                             |  |      | 23 | 
|DOCUMENTS FILED AS PART OF
    THE REGISTRATION STATEMENT |  |      | 24 | 
|EXPERTS                                                   |  |      | 24 | 
|AUDITORS CONSENT                                         |  |      | 25 | 
|EX-2.1                                                   
|EX-5.1                                                   
|EX-5.2                                                   
|EX-7.1                                                   
|EX-7.2                                                   



2



---



##### Table of Contents






ABOUT THIS PROSPECTUS

References to $ in this prospectus
are to U.S. dollars, unless otherwise indicated.

In this prospectus, Barrick Gold Corporation will
be referred to as either Barrick or the
Guarantor, Barrick Gold Inc. will be referred to as
BGI and Barrick Gold Finance Company will be
referred to as BGFC. Unless the context requires
otherwise, we, us and our
refer to Barrick and its subsidiaries, including BGI and BGFC.

This prospectus has been filed with the
Securities and Exchange Commission, or the SEC, as part of a
registration statement on Form F-9 relating to the Debt
Securities and the guarantees (the Guarantees) by
Barrick of any Debt Securities issued by BGI or BGFC and with
the Ontario Securities Commission, or the OSC, in each case
using a shelf registration process. Under this shelf
process we may sell any combination of the Debt Securities
described in this prospectus in one or more offerings up to a
total aggregate principal amount of $1,000,000,000. This
prospectus provides you with a general description of the Debt
Securities we may offer. Each time we sell Debt Securities we
will provide a supplement to this prospectus that will contain
specific information about the terms of that offering. The
prospectus supplement may also add, update or change information
about the terms of the offering or of the Debt Securities to be
issued. You should read both this prospectus and any prospectus
supplement together with additional information described under
the heading Where You Can Find More Information
below. This prospectus does not contain all of the information
set forth in the registration statement, certain parts of which
are omitted in accordance with the rules and regulations of the
SEC. You may refer to the registration statement and the
exhibits to the registration statement for further information
with respect to us and the Debt Securities.




WHERE YOU CAN FIND MORE INFORMATION

Barrick files certain reports with and furnishes
other information to each of the SEC and the OSC. Our SEC file
number is 1-9059. Under a multijurisdictional disclosure system
adopted by the United States, such reports and other information
may be prepared in accordance with the disclosure requirements
of Canada, which requirements are different from those of the
United States. Barricks reports and other information
filed with the SEC since June 2002 are available, and
Barricks reports and other information filed in the future
with the SEC will be available, from the SECs Electronic
Document Gathering and Retrieval System (http://www.sec.gov),
which is commonly known by the acronym EDGAR, as
well as from commercial document retrieval services. You may
also read (and by paying a fee, copy) any document Barrick files
with the SEC at the SECs public reference room in
Washington, D.C. (450 Fifth Street N.W., Washington, D.C.
20549). Please call the SEC at 1-800-SEC-0330 for more
information on the public reference room. You may also inspect
Barricks SEC filings at the New York Stock Exchange, 20
Broad Street, New York, New York 10005. Barricks OSC
filings are available over the Internet at http://www.sedar.com.

The SEC and the OSC allow Barrick to
incorporate by reference into this prospectus the
information filed with them, which means that Barrick can
disclose important information to you by referring you to these
documents. Information has been incorporated by reference in
this prospectus from documents filed with the SEC and the OSC.We will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, without charge, upon
oral or written request to the secretary of Barrick at BCE
Place, Canada Trust Tower, Suite 3700, 161 Bay Street,
P.O. Box 212, Toronto, Ontario, Canada M5J 2S1,
(416) 861-9911, copies of the documents incorporated herein
by reference.

This prospectus incorporates by reference the
documents listed below:



| |   |                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the comparative audited consolidated financial
    statements of Barrick and the notes thereto for the year ended
    December 31, 2003 prepared in accordance with United States
    generally accepted accounting principles, or U.S. GAAP, together
    with the report of the auditors thereon and

3



---



##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | managements discussion and analysis of
    financial and operating results for the year ended
    December 31, 2003, found on pages 21 through 108 of
    Barricks 2003 annual report;                                                                                                                                                                                                                                                                                                                              
|
| |  | the comparative unaudited interim consolidated
    financial statements of Barrick and the notes thereto for the
    nine months ended September 30, 2004 prepared in accordance
    with U.S. GAAP, together with managements discussion and
    analysis of financial and operating results for the nine months
    ended September 30, 2004, including the operating and
    financial summary, found on pages 8 through 55 of
    Barricks third quarter report;                                                
|
| |  | those portions of the operating and financial
    summary contained in Barricks second quarter report
    entitled Lagunas Norte, Alto Chicama District in
    Peru on page 12 of the second quarter report,
    Veladero, Argentina on page 12 of the second
    quarter report, Pascua  Lama, Chile/
    Argentina on pages 12 and 13 of the second quarter
    report, Cowal, Australia on page 15 of the
    second quarter report and Tulawaka, Tanzania on
    page 15 of the second quarter report;
|
| |  | the annual information form of Barrick dated
    May 19, 2004 for the year ended December 31, 2003; and                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | the management information circular of Barrick
    dated March 8, 2004 prepared for the annual and special
    meeting of Barrick shareholders held on April 22, 2004,
    other than the sections entitled Report on Executive
    Compensation and Performance Graph.                                                                                                                                                                                                                                           

After the date of this prospectus and prior to
the termination of the distribution of the Debt Securities, any
material change reports (excluding any confidential material
change reports), annual financial statements (including the
auditors report thereon), interim financial statements and
information circulars (other than those sections, if any, in
respect of the downward repricing of options, the composition of
the compensation committee of the Barrick board of directors and
its report on executive compensation, and the yearly percentage
change in Barricks cumulative total shareholders return on
publicly traded securities compared with the cumulative total
return of the S&P/ TSX Gold Index, the S&P/ TSX
Composite Index or any other broad equity market index or a
published industry or line-of-business index) that Barrick files
with the OSC will be incorporated by reference in this
prospectus and will automatically update and supersede
information incorporated by reference in this prospectus. In
addition, any report filed or furnished by Barrick, BGI or BGFC
with the SEC pursuant to Section 13(a) or 15(d) of the U.S.
Securities Exchange Act of 1934, as amended (the Exchange
Act) or submitted to the SEC pursuant to
Rule 12g3-2(b) under the Exchange Act, after the date of
this prospectus shall be deemed to be incorporated by reference
into this prospectus and the registration statement of which
this prospectus forms a part, if and to the extent expressly
provided in such report.

All information omitted from this prospectus
which is permitted to be omitted under applicable securities
laws will be contained in one or more supplements that will be
delivered to purchasers of the Debt Securities together with
this prospectus. Any such supplement to this prospectus will be
incorporated by reference into this prospectus as of the date of
the supplement, but only for the purposes of the offering of
Debt Securities to which the supplement relates.

The documents listed above, including any
documents deemed to be incorporated in this prospectus after the
date of this prospectus, are not incorporated by reference to
the extent that their contents are modified or superseded by any
statement contained in this prospectus, any amendment or
supplement to this prospectus or any subsequently filed document
that is also incorporated by reference in this prospectus.

You should rely only on the information contained
in or incorporated by reference in this prospectus or any
applicable prospectus supplement and on the other information
included in the registration statement of which this prospectus
forms a part. We have not authorized anyone to provide you with
different or additional information. We are not making an offer
of these Debt Securities in any jurisdiction where the offer is
not permitted by law. You should not assume that the information
contained or incorporated by reference in this prospectus or any
applicable prospectus supplement is accurate as of any date
other than the date on the front of any applicable prospectus
supplement.

4



---



##### Table of Contents






SPECIAL NOTE REGARDING FORWARD-LOOKING
INFORMATION

Certain information contained or incorporated by
reference in this prospectus, including any information as to
our future financial or operating performance, constitutes
forward-looking statements. All statements, other
than statements of historical fact, are forward-looking
statements. The words believe, expect,
anticipate, contemplate,
target, plan, intends,
continue, budget, estimate,
may, will, schedule and
similar expressions identify forward-looking statements.
Forward-looking statements are necessarily based upon a number
of estimates and assumptions that, while considered reasonable
by us, are inherently subject to significant business, economic
and competitive uncertainties and contingencies. Known and
unknown factors could cause actual results to differ materially
from those projected in the forward-looking statements. Such
factors include, but are not limited to: fluctuations in the
currency markets (such as the Canadian and Australian dollars
versus the U.S. dollar); fluctuations in the spot and forward
price of gold or certain other commodities (such as silver,
copper, diesel fuel and electricity); changes in U.S. dollar
interest rates or gold lease rates that could impact the mark to
market value of outstanding derivative instruments and ongoing
payments/receipts under interest rate swaps and variable rate
debt obligations; risks arising from holding derivative
instruments (such as credit risk, market liquidity risk and mark
to market risk); changes in national and local government
legislation, taxation, controls, regulations and political or
economic developments in Canada, the United States, Australia,
Chile, Peru, Argentina, Tanzania, Russia or Barbados or other
countries in which we do or may carry on business in the future;
business opportunities that may be presented to, or pursued by,
us; ability to successfully integrate acquisitions; operating or
technical difficulties in connection with mining or development
activities; the speculative nature of gold exploration and
development, including the risks of obtaining necessary licenses
and permits; diminishing quantities or grades of reserves;
adverse changes in our credit rating; and contests over title to
properties, particularly title to undeveloped properties. In
addition, there are risks and hazards associated with the
business of gold exploration, development and mining, including
environmental hazards, industrial accidents, unusual or
unexpected formations, pressures, cave-ins, flooding and gold
bullion losses (and the risk of inadequate insurance, or
inability to obtain insurance, to cover these risks). Many of
these uncertainties and contingencies can affect our actual
results and could cause its actual results to differ materially
from those expressed or implied in any forward-looking
statements made by, or on behalf of, us. Readers are cautioned
that forward-looking statements are not guarantees of future
performance. All of the forward-looking statements made in this
prospectus are qualified by these cautionary statements.
Specific reference is made to Narrative Description of the
Business  Gold Mineral Reserves and Mineral
Resources and Risk Factors in the annual
information form of Barrick dated May 19, 2004 for the year
ended December 31, 2003 and to Managements
Discussion and Analysis of Financial and Operating Results for
the year ended December 31, 2003 incorporated by
reference herein for a discussion of some of the factors
underlying forward-looking statements.

We disclaim any intention or obligation to update
or revise any forward-looking statements whether as a result of
new information, future events or otherwise.




BARRICK

Barrick is a leading international gold company.
Barrick entered the gold mining industry in 1983 and is one of
the largest gold mining companies in the world. Barrick has
operating mines and development projects in the United States,
Peru, Chile, Argentina, Tanzania, Australia and Canada.

Barricks mines produced approximately
5.51 million ounces of gold in 2003 at total cash costs of
$189 per ounce and Barrick expects to produce between 4.9 and
5.0 million ounces of gold in 2004. Total cash costs
per ounce is a non-GAAP performance measure. For an
explanation of Barricks use of this measure, including a
reconciliation of total cash costs per ounce to
total cash production costs, see the discussion under the
heading Non-GAAP Performance Measures on pages 23
and 24 of this prospectus.

5



---



##### Table of Contents



Barrick is an Ontario corporation resulting from
the amalgamation on July 14, 1984 of Camflo Mines Limited,
Bob-Clare Investments Limited and the former Barrick Resources
Corporation. On December 9, 1985, Barrick changed its name
to American Barrick Resources Corporation and on January 1,
1995 Barrick changed its name to Barrick Gold Corporation.
Barricks head office and principal place of business is
BCE Place, Canada Trust Tower, Suite 3700, 161 Bay
Street, P.O. Box 212, Toronto, Ontario, Canada M5J 2S1.




BGI

BGI (formerly Homestake Canada Inc.) is an
Ontario corporation and an indirect wholly-owned subsidiary of
Barrick. On December 14, 2001, Homestake Merger Co., a U.S.
subsidiary of Barrick, merged with Homestake Mining Company. In
connection with the merger, the exchangeable shares previously
issued to the public by BGI (the Exchangeable
Shares) remained outstanding but each such Exchangeable
Share became exchangeable for 0.53 of a Barrick common share,
rather than for one share of Homestake Mining Company common
stock. All of BGIs outstanding shares, other than its
Exchangeable Shares held by the public, are held by Barrick and
its affiliates, including BGFC. Each Exchangeable Share provides
the holder thereof with the economic and voting equivalent, to
the extent practicable, of 0.53 of a Barrick common share. BGI
will not make available publicly or to its securityholders
annual or other reports or other separate continuous disclosure
information, other than a summary of BGIs selected annual
comparative financial information included in the notes to
Barricks annual audited financial statements.

BGIs principal assets are comprised of a
100% interest in the Eskay Creek Mine, a 50% interest in the
Hemlo operations and an indirect approximately 52% interest in
the Veladero project, each of which is described in
Barricks annual information form incorporated by reference
in this prospectus. As at December 31, 2003, BGI had assets
with a total book value of $305 million.




BGFC

BGFC (formerly Homestake Canada Holdings Company)
is a Nova Scotia unlimited liability company and an indirect
wholly-owned subsidiary of Barrick. All of BGFCs
outstanding shares are held by affiliates of Barrick. BGFC will
not make available publicly or to its securityholders annual or
other reports or other separate continuous disclosure
information.

BGFC has only minimal operations that are
independent of Barrick. BGFCs assets are comprised of all
of the voting shares, and a portion of the Exchangeable Shares,
of BGI, as well as call rights, support rights and other rights
relating to the Exchangeable Shares. A summary of BGIs
selected annual comparative financial information is included in
the notes to Barricks annual audited financial statements.




USE OF PROCEEDS

We intend to use the net proceeds from the sale
of the Debt Securities:



| |   |                                                                           
| | - | --------------------------------------------------------------------------
| |  | to repay indebtedness outstanding from time to
    time;                  
|
| |  | to make equity investments in and advances to
    subsidiaries of Barrick;
|
| |  | for capital expenditures and investment programs;
    and                 
|
| |  | for other general corporate purposes.                                     

We may invest funds that we do not immediately
require in short-term marketable securities. Specific
information about the use of proceeds from the sale of any Debt
Securities will be included in a supplement to this prospectus.

6



---



##### Table of Contents






INTEREST COVERAGE

This interest coverage information for the
12 months ended December 31, 2003 and the
12 months ended September 30, 2004 is prepared in
accordance with Canadian disclosure requirements. The coverages
have been calculated using financial information prepared in
accordance with U.S. GAAP. These coverages do not reflect any
offering of Debt Securities but do reflect required adjustments
for all issuances and repayments of long-term debt since
December 31, 2003 and all servicing costs incurred in relation
thereto. Specifically, Barricks pro forma interest
coverage calculations reflect actual interest incurred adjusted
for the effect of the $167 million drawdown of the Veladero
project financing facility (which occurred in the third quarter
of 2004) as if such drawdown had occurred on January 1,
2003 and October 1, 2003 in respect of the 12 months
ended December 31, 2003 and September 30, 2004,
respectively.

Barricks earnings before interest and
income taxes for the 12 months ended December 31, 2003
were $249 million. These earnings were 4.4 times
Barricks pro forma interest requirements for the period of
$57 million (including amounts capitalized during the
period). Barricks actual interest requirements for the
12 months ended December 31, 2003 were
$49 million (including amounts capitalized during the
period), and Barricks earnings before interest and income
taxes for this period were 5.1 times Barricks actual
interest requirements for the period.

Barricks earnings before interest and
income taxes for the 12 months ended September 30,
2004 were $191 million. These earnings were 3.5 times
Barricks pro forma interest requirements for the period of
$55 million (including amounts capitalized during the
period). Barricks actual interest requirements for the
12 months ended September 30, 2004 were
$47 million (including amounts capitalized during the
period), and Barricks earnings before interest and income
taxes for this period were 4.1 times Barricks actual
interest requirements for the period.




DESCRIPTION OF DEBT SECURITIES AND THE
GUARANTEES

In this section only, the term
Barrick refers only to Barrick Gold Corporation
without any of its subsidiaries, the term BGI refers
only to Barrick Gold Inc. without any of its subsidiaries and
the term BGFC refers only to Barrick Gold Finance
Company without any of its subsidiaries. In addition, in this
section only, each of the terms we, us,
or our refers only to Barrick in the case of Debt
Securities and Guarantees issued by Barrick, and only to BGI or
BGFC in the case of Debt Securities issued by BGI or BGFC, as
applicable, and the term issuer refers only to
Barrick, BGI or BGFC in the case of Securities issued by
Barrick, BGI or BGFC, as applicable. This description sets forth
certain general terms and provisions of the Debt Securities and,
if issued by BGI or BGFC, the Guarantees of Barrick as
Guarantor. We will provide particular terms and provisions of a
series of Debt Securities, and a description of how the general
terms and provisions described below may apply to that series,
in a supplement to this prospectus.

The Debt Securities and Guarantees will be issued
under an Indenture to be entered into between Barrick as Issuer
and Guarantor, BGI and BGFC as Issuers, and JPMorgan Chase Bank
as trustee (the Trustee). The Indenture is subject
to and governed by the U.S. Trust Indenture Act of 1939, as
amended. A copy of the form of the Indenture has been filed as
an exhibit to our registration statement filed with the SEC and
with the prospectus filed with the OSC. The following summary
highlights some of the provisions of the Indenture, and may not
contain all of the information that is important to you.
Wherever we refer to particular provisions or defined terms of
the Indenture, such provisions or defined terms are incorporated
in this prospectus by reference as part of the statement made,
and the statement is qualified by such reference. The term
Securities as used under this caption, refers to all
securities (other than Guarantees) issued under the Indenture,
including the Debt Securities.

Barrick, BGI and BGFC may issue Debt Securities
and incur additional indebtedness otherwise than through the
offering of Debt Securities pursuant to this prospectus.

7



---



##### Table of Contents



General

The Indenture does not limit the amount of
Securities which we may issue under the Indenture, and we may
issue Securities in one or more series. Securities may be
denominated and payable in any currency. We may offer no more
than $1,000,000,000 (or the equivalent in other currencies)
aggregate principal amount of Securities pursuant to this
prospectus. Unless otherwise indicated in the applicable
prospectus supplement, the Indenture permits us, without the
consent of the holders of any Securities, to increase the
principal amount of any series of Securities we previously have
issued under the Indenture and to issue such increased principal
amount.

The applicable prospectus supplement will set
forth the following terms relating to the Securities offered by
such prospectus supplement (the Offered Securities):



| |   |                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | whether the Offered Securities are Debt
    Securities issued by Barrick or guaranteed Debt Securities
    issued by BGI or BGFC;                                                                                                                                                                                                                                     
|
| |  | the specific designation of the Offered
    Securities; any limit on the aggregate principal amount of the
    Offered Securities; the date or dates, if any, on which the
    Offered Securities will mature and the portion (if less than all
    of the principal amount) of the Offered Securities to be payable
    upon declaration of acceleration of maturity;
|
| |  | the rate or rates at which the Offered Securities
    will bear interest, if any, the date or dates from which any
    such interest will accrue and on which any such interest will be
    payable and the record dates for any interest payable on the
    Offered Securities which are in registered form;                                                         
|
| |  | the terms and conditions under which we may be
    obligated to redeem, repay or purchase the Offered Securities
    pursuant to any sinking fund or analogous provisions or
    otherwise;                                                                                                                                                                           
|
| |  | the terms and conditions upon which we may redeem
    the Offered Securities, in whole or in part, at our option;                                                                                                                                                                                                                                                     
|
| |  | whether the Offered Securities will be issuable
    in registered form or bearer form or both, and, if issuable in
    bearer form, the restrictions as to the offer, sale and delivery
    of the Offered Securities which are in bearer form and as to
    exchanges between registered form and bearer form;                                                       
|
| |  | whether the Offered Securities will be issuable
    in the form of registered global securities (Global
    Securities), and, if so, the identity of the depositary
    for such registered Global Securities;                                                                                                                                                      
|
| |  | the denominations in which registered Offered
    Securities will be issuable, if other than denominations of
    $1,000 and any multiple thereof, and the denominations in which
    bearer Offered Securities will be issuable if other than $5,000;                                                                                                                
|
| |  | each office or agency where payments on the
    Offered Securities will be made (if other than the offices or
    agencies described under Payment below) and each
    office or agency where the Offered Securities may be presented
    for registration of transfer or exchange;                                                                                 
|
| |  | if other than U.S. dollars, the currency in which
    the Offered Securities are denominated or the currency in which
    we will make payments on the Offered Securities;                                                                                                                                                                                            
|
| |  | any index, formula or other method used to
    determine the amount of payments of principal of (and premium,
    if any) or interest, if any, on the Offered Securities; and                                                                                                                                                                                         
|
| |  | any other terms of the Offered Securities which
    apply solely to the Offered Securities, or terms generally
    applicable to the Securities which are not to apply to the
    Offered Securities.                                                                                                                                                                 

Unless otherwise indicated in the applicable
prospectus supplement:



| |   |                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | holders may not tender Securities to us for
    repurchase; and                                                                                                        
|
| |  | the rate or rates of interest on the Securities
    will not increase if we become involved in a highly leveraged
    transaction or we are acquired by another entity.

8



---



##### Table of Contents



We may issue Securities under the Indenture
bearing no interest or interest at a rate below the prevailing
market rate at the time of issuance and, in such circumstances,
we will offer and sell those Securities at a discount below
their stated principal amount. We will describe in the
applicable prospectus supplement any Canadian and U.S. federal
income tax consequences and other special considerations
applicable to any discounted Securities or other Securities
offered and sold at par which are treated as having been issued
at a discount for Canadian and/or U.S. federal income tax
purposes.

Debt Securities issued by Barrick and the
Guarantees will be direct, unconditional and unsecured
obligations of Barrick and will rank equally among themselves
and with all of Barricks other unsecured, unsubordinated
obligations, except to the extent prescribed by law. Debt
Securities issued by BGI or BGFC will be direct, unconditional
and unsecured obligations of BGI or BGFC, as the case may be,
and will rank equally among themselves and with all of
BGIs or BGFCs other unsecured, unsubordinated
obligations, except to the extent prescribed by law. BGIs
and BGFCs, as the case may be, obligations under its Debt
Securities will be unconditionally guaranteed by Barrick as more
fully described below under Guarantees. Debt
Securities issued by Barrick and the Guarantees will be
structurally subordinated to all existing and future
liabilities, including trade payables and other indebtedness, of
Barricks subsidiaries. Debt Securities issued by BGI and
BGFC will be structurally subordinated to all existing and
future liabilities, including trade payables and other
indebtedness, of BGIs or BGFCs subsidiaries.

Barrick has agreed to provide to the Trustee
(i) annual reports containing audited financial statements
and (ii) quarterly reports for the first three quarters of
each fiscal year containing unaudited financial information.

Form, Denomination, Exchange and
Transfer

Unless otherwise indicated in the applicable
prospectus supplement, we will issue Securities only in fully
registered form without coupons, and in denominations of $1,000
and multiples of $1,000. Securities may be presented for
exchange and registered Securities may be presented for
registration of transfer in the manner set forth in the
Indenture and in the applicable prospectus supplement, without
service charges. We may, however, require payment sufficient to
cover any taxes or other governmental charges due in connection
with the exchange or transfer. We have appointed the Trustee as
security registrar. Bearer Securities and the coupons applicable
to bearer Securities thereto will be transferable by delivery.

Payment

Unless otherwise indicated in the applicable
prospectus supplement, we will make payments on registered
Securities (other than Global Securities) at the office or
agency of the Trustee, 4 New York Plaza, 15th Floor,
New York, New York 10004 or, in the case of
holders in Ontario, Suite 1800, South Tower, Royal Bank
Plaza, 200 Bay Street, Toronto, Ontario, M5J 2J2,
except that we may choose to pay interest (a) by check
mailed to the address of the person entitled to such payment as
specified in the security register or (b) by wire transfer
to an account maintained by the person entitled to such payment
as specified in the security register. Unless otherwise
indicated in the applicable prospectus supplement, we will pay
any interest due on registered Securities to the persons in
whose name such registered Securities are registered on the day
or days specified by us.

Registered Global Securities

Registered Debt Securities of a series may be
issued in whole or in part in global form that will be deposited
with, or on behalf of, a depositary identified in the prospectus
supplement. Global Securities will be registered in the name of
a financial institution we select, and the Debt Securities
included in the Global Securities may not be transferred to the
name of any other direct holder unless the special circumstances
described below occur. The financial institution that acts as
the sole direct holder of the Global Securities is called the
Depositary. Any person wishing to own Debt
Securities issued in the form of Global Securities must do so
indirectly by virtue of an account with a broker, bank or other
financial institution that, in turn, has an account with the
Depositary.

9



---



##### Table of Contents



Special Investor Considerations for Global
Securities

Our obligations, as well as the obligations of
the Trustee and those of any third parties employed by us or the
Trustee, run only to persons who are registered as holders of
Debt Securities. For example, once we make payment to the
registered holder, we have no further responsibility for the
payment even if that holder is legally required to pass the
payment along to you but does not do so. As an indirect holder,
an investors rights relating to a Global Security will be
governed by the account rules of the investors financial
institution and of the Depositary, as well as general laws
relating to debt securities transfers.

An investor should be aware that when Debt
Securities are issued in the form of Global Securities:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the investor cannot have Debt Securities
    registered in his or her own name;                                                                                                                                                                                                                                                                                                                        
|
| |  | the investor cannot receive physical certificates
    for his or her interest in the Debt Securities;                                                                                                                                                                                                                                                                                                  
|
| |  | the investor must look to his or her own bank or
    brokerage firm for payments on the Debt Securities and
    protection of his or her legal rights relating to the Debt
    Securities;                                                                                                                                                                                                             
|
| |  | the investor may not be able to sell interests in
    the Debt Securities to some insurance companies and other
    institutions that are required by law to hold the physical
    certificates of Debt Securities that they own;                                                                                                                                                                      
|
| |  | the Depositarys policies will govern
    payments, transfers, exchange and other matters relating to the
    investors interest in the Global Security. We and the
    Trustee have no responsibility for any aspect of the
    Depositarys actions or for its records of ownership
    interest in the Global Security. We and the Trustee also do not
    supervise the Depositary in any way; and
|
| |  | the Depositary will usually require that
    interests in a Global Security be purchased or sold within its
    system using same-day funds.                                                                                                                                                                                                                                                           

Special Situations When Global Security Will
be Terminated

In a few special situations described below, a
Global Security will terminate and interests in it will be
exchanged for physical certificates representing Debt
Securities. After that exchange, an investor may choose whether
to hold Debt Securities directly or indirectly through an
account at its bank or brokerage firm. Investors must consult
their own banks or brokers to find out how to have their
interests in Debt Securities transferred into their own names,
so that they will be direct holders.

The special situations for termination of a
Global Security are:



| |   |                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | when the Depositary notifies us that it is
    unwilling, unable or no longer qualified to continue as
    Depositary (unless a replacement Depositary is named); and
|
| |  | when and if we decide to terminate a Global
    Security.                                                                                                            

The prospectus supplement may list situations for
terminating a Global Security that would apply only to the
particular series of Debt Securities covered by the prospectus
supplement. When a Global Security terminates, the Depositary
(and not Barrick, BGI, BGFC or the Trustee) is responsible for
deciding the names of the institutions that will be the initial
direct holders.

Guarantees

Barrick will guarantee the payment of the
principal of, premium, if any, and interest on Debt Securities
issued by BGI or BGFC and any Additional Amounts payable with
respect to such Securities when they become due and payable,
whether at the stated maturity thereof, by declaration of
acceleration or otherwise.

10



---



##### Table of Contents



Certain Covenants

Limitation on Liens

Barrick will not, and will not permit any
Restricted Subsidiary to, create, incur or assume any Lien
(except for Permitted Liens) on any Principal Assets securing
payment of Indebtedness of Barrick or any of its Subsidiaries
unless the Securities (together with, at Barricks option,
any other obligations that are not subordinate in right of
payment to the Securities) are secured equally and ratably with
(or prior to) any and all obligations secured or to be secured
by any such Lien and for so long as such obligations are so
secured. For greater certainty, the following do not constitute
Liens securing payment of Indebtedness:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | all rights reserved to or vested in any
    Governmental Authority by the terms of any lease, license,
    franchise, grant or permit held by Barrick or any Restricted
    Subsidiary, or by any statutory provision, to terminate any such
    lease, license, franchise, grant or permit, or to require annual
    or other periodic payments as a condition of the continuance
    thereof or to distrain against or to obtain a charge on any
    property or assets of Barrick or any Restricted Subsidiary in
    the event of failure to make any such annual or other periodic
    payment;
|
| |  | any Lien upon any Principal Asset in favor of any
    party to a joint development or operating agreement or any
    similar person paying all or part of the expenses of developing
    or conducting operations for the recovery, storage, treatment,
    transportation or sale of the mineral resources of the Principal
    Asset (or property or assets with which it is united) that
    secures the payment to such person of Barricks or any
    Restricted Subsidiarys proportionate part of such
    development or operating expenses;                                                
|
| |  | any acquisition by Barrick or by any Restricted
    Subsidiary of any Principal Asset subject to any reservation or
    exception under the terms of which any vendor, lessor or
    assignor creates, reserves or excepts or has created, reserved
    or excepted an interest in precious metals or any other mineral
    or timber in place or the proceeds thereof; and                                                                                                                                                                                                                         
|
| |  | any conveyance or assignment whereby Barrick or
    any Restricted Subsidiary conveys or assigns to any Person or
    Persons an interest in precious metals or any other mineral or
    timber in place or the proceeds thereof.                                                                                                                                                                                                                                                                                                                                                                   

This covenant applies to Barrick and its
Restricted Subsidiaries, which term does not include
Subsidiaries of Barrick that maintain a substantial portion of
their fixed assets outside of Canada or the United States.

Consolidation, Amalgamation and
Merger

None of Barrick, BGI or BGFC may consolidate or
amalgamate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an
entirety to any other Person unless:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in a transaction in which Barrick, BGI or BGFC
    does not survive or continue in existence or in which Barrick,
    BGI or BGFC transfers or leases its properties and assets
    substantially as an entirety to any other Person, the successor
    entity is a corporation, partnership or trust organized under
    the laws of Canada or any province or territory of Canada or the
    United States, any state thereof or the District of Columbia or,
    if such transaction would not impair the rights of the holders
    of the Securities or the Guarantees, in any other country,
    provided that if such successor entity is organized under the
    laws of a jurisdiction other than Canada or any province or
    territory of Canada, or the United States, any state thereof or
    the District of Columbia, the successor entity assumes by a
    supplemental indenture the obligations of Barrick, BGI or BGFC,
    as the case may be, under the Securities and the Indenture to
    pay Additional Amounts, adding the name of such successor
    jurisdiction in addition to Canada in each place that Canada
    appears in  Payment of Additional Amounts
    below and adding references to the provinces, territories,
    states or other applicable

11



---



##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | political subdivisions of such successor
    jurisdiction in addition to references to the provinces and
    territories of Canada appearing in  Payment of
    Additional Amounts;                                                                                                                                                                                                                                                                               
|
| |  | the surviving entity shall expressly assume by a
    supplemental indenture the obligations of Barrick, BGI or BGFC,
    as the case may be, in respect of the Securities and the
    performance and observance of every covenant of the Indenture to
    be performed or observed by Barrick, BGI or BGFC, as the case
    may be;                                                                                                                                 
|
| |  | immediately before and after giving effect to any
    such transaction, no Event of Default or event that after notice
    or passage of time or both would be an Event of Default shall
    have occurred and be continuing; and                                                                                                                                                                                                                                    
|
| |  | if, as a result of any such transaction, any
    Principal Assets would become subject to a Lien, then, unless
    such Lien could be created pursuant to the Indenture provisions
    described under Limitation on Liens above
    without equally securing the Securities, Barrick, prior to or
    simultaneously with such transaction, shall have caused the
    Securities to be secured equally with or prior to the
    indebtedness secured by such Lien.

Certain Definitions Applicable to
Covenants

Consolidated Net Tangible
Assetsmeans, at a particular
date, the aggregate amount of assets (less applicable reserves
and other properly deductible items) shown on the most recent
consolidated financial statements of Barrick less (a) all
current liabilities (excluding any portion constituting Funded
Debt); (b) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles
(excluding from intangibles, for greater certainty, mineral
rights, interests in mineral properties, deferred mining,
acquisition, exploration and stripping costs and deferred
charges relating to hedging agreements); and
(c) appropriate adjustments on account of minority
interests of other persons holding shares of any of the
Subsidiaries, all as set forth on the most recent balance sheet
of Barrick and its consolidated Subsidiaries (but in any event,
as of a date within 150 days of the date of determination)
and computed in accordance with the accounting principles used
in Barricks annual financial statements contained in
Barricks annual report delivered to its shareholders in
respect of the fiscal year immediately prior to the date of such
computation; which, on the date of this prospectus, were U.S.
GAAP; provided that in no event shall any amount be deducted in
respect of unrealized mark-to-market adjustments (whether
positive or negative and whether or not reflected in
Barricks consolidated financial statements) relating to
hedging and other financial risk management activities of
Barrick or any of its Subsidiaries (including, without
limitation, commodity, interest rate and foreign exchange
trading and sales agreements).

Financial Instrument
Obligationsmeans obligations
arising under:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | interest rate swap agreements, forward rate
    agreements, floor, cap or collar agreements, futures or options,
    insurance or other similar agreements or arrangements, or any
    combination thereof, entered into by a Person relating to
    interest rates or pursuant to which the price, value or amount
    payable thereunder is dependent or based upon interest rates in
    effect from time to time or fluctuations in interest rates
    occurring from time to time;                                                    
|
| |  | currency swap agreements, cross-currency
    agreements, forward agreements, floor, cap or collar agreements,
    futures or options, insurance or other similar agreements or
    arrangements, or any combination thereof, entered into by a
    Person relating to currency exchange rates or pursuant to which
    the price, value or amount payable thereunder is dependent or
    based upon currency exchange rates in effect from time to time
    or fluctuations in currency exchange rates occurring from time
    to time; and
|
| |  | commodity swap, hedging or sales agreements,
    floor, cap or collar agreements, commodity futures or options or
    other similar agreements or arrangements, or any combination
    thereof, entered into by a Person relating to one or more
    commodities or pursuant to which the price, value or amount
    payable thereunder is dependent or based upon the price of one
    or more commodities                                                                                                                                

12



---



##### Table of Contents



| |  |                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------
| |  | in effect from time to time or fluctuations in
    the price of one or more commodities occurring from time to time.

Funded
Debtas applied to any Person,
means all indebtedness of such Person maturing after, or
renewable or extendable at the option of such Person beyond,
12 months from the date of determination.

Governmental
Authoritymeans any nation or
government, any state, province, territory or other political
subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of
or pertaining to government.

Indebtednessmeans obligations for money borrowed whether or not evidenced by
notes, bonds, debentures or other similar evidences of
indebtedness.

Lienmeans any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind created, incurred or assumed in order to
secure payment of Indebtedness.

Non-Recourse
Debtmeans Indebtedness to
finance the creation, development, construction or acquisition
of properties or assets and any increases in or extensions,
renewals or refinancings of such Indebtedness, provided that the
recourse of the lender thereof (including any agent, trustee,
receiver or other Person acting on behalf of such entity) in
respect of such Indebtedness is limited in all circumstances to
the properties or assets created, developed, constructed or
acquired in respect of which such Indebtedness has been
incurred, to the capital stock and debt securities of the
Restricted Subsidiary that acquires or owns such properties or
assets and to the receivables, inventory, equipment, chattels,
contracts, intangibles and other assets, rights or collateral
connected with the properties or assets created, developed,
constructed or acquired and to which such lender has recourse.

North American
Subsidiarymeans any Subsidiary
that maintains a substantial portion of its fixed assets within
Canada or the United States.

Permitted
Liensmeans:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Liens existing on the date of the Indenture, or
    arising thereafter pursuant to contractual commitments entered
    into prior to such date;                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Liens securing the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Liens incidental to the conduct of the business
    of Barrick or any Restricted Subsidiary or the ownership of
    their assets that, in the aggregate, do not materially impair
    the operation of the business of Barrick and its Subsidiaries
    taken as a whole, including, without limitation, any such Liens
    created pursuant to joint development agreements and leases,
    subleases, royalties or other similar rights granted to or
    reserved by others;                             
|
| |  | Purchase Money Mortgages;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | any Lien on any Principal Asset existing at the
    time Barrick or any Restricted Subsidiary acquires the Principal
    Asset (or any business entity then owning the Principal Asset)
    whether or not assumed by Barrick or such Restricted Subsidiary
    and whether or not such Lien was given to secure the payment of
    the purchase price of the Principal Asset (or any entity then
    owning the Principal Asset), provided that no such Lien shall
    extend to any other Principal Asset;
|
| |  | any Lien to secure Indebtedness owing to Barrick
    or to another Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Liens on the assets of a corporation existing at
    the time the corporation is liquidated or merged into, or
    amalgamated or consolidated with, Barrick or any Restricted
    Subsidiary or at the time of the sale, lease or other
    disposition to Barrick or any Restricted Subsidiary of the
    properties of such corporation as, or substantially as, an
    entirety;                                                                                                                        
|
| |  | any attachment or judgment Lien provided that
    (i) the execution or enforcement of the judgment it secures
    is effectively stayed and the judgment is being contested in
    good faith, (ii) the judgment it secures is discharged
    within 60 days after the later of the entering of such
    judgment                                                                                                                                                                                           

13



---



##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | or the expiration of any applicable stay, or
    (iii) the payment of the judgment secured is covered in
    full (subject to a customary deductible) by insurance;                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | any Lien in connection with Indebtedness which by
    its terms is Non-Recourse Debt;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | any Lien for taxes, assessments or governmental
    charges or levies (a) that are not yet due and delinquent
    or (b) the validity of which is being contested in good
    faith;                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | any Lien of materialmen, mechanics, carriers,
    workmen, repairmen, landlords or other similar Liens, or
    deposits to obtain the release of these Liens;                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | any Lien (a) to secure public or statutory
    obligations (including reclamation and closure bonds and similar
    obligations), (b) to secure payment of workmens
    compensation, employment insurance or other forms of
    governmental insurance or benefits, (c) to secure performance in
    connection with tenders, leases of real property, environmental,
    land use or other governmental or regulatory permits, bids or
    contracts or (d) to secure (or in lieu of) surety or appeal
    bonds, and Liens made in the ordinary course of business for
    similar purposes;
|
| |  | any Lien granted in the ordinary course of
    business in connection with Financial Instrument Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | any Lien created for the sole purpose of renewing
    or refunding any of the Liens described in the list above,
    provided that the Indebtedness secured thereby shall not exceed
    the principal amount of Indebtedness so secured at the time of
    such renewal or refunding, and that such renewal or refunding
    Lien shall be limited to all or any part of the same property
    which secured the Lien renewed or refunded; and                                                                                                                                                 
|
| |  | any Lien not otherwise permitted under the list
    above, provided that the aggregate principal amount of
    Indebtedness secured by all such Liens would not then exceed 10%
    of Consolidated Net Tangible Assets.                                                                                                                                                                                                                                                                                                                                                                        

Principal
Assetmeans (i) any real
property interest (all such interests forming an integral part
of a single development or operation being considered as one
interest), including any mining claims and leases, and any
plants, buildings or other improvements thereon, and any part
thereof, located in Canada or the United States that is held by
Barrick or any Restricted Subsidiary and has a net book value,
on the date as of which the determination is being made,
exceeding 5% of Consolidated Net Tangible Assets (other than any
such interest that the Board of Directors of Barrick determines
by resolution is not material to the business of Barrick and its
Subsidiaries taken as a whole) or (ii) any of the capital
stock or debt securities issued by any Restricted Subsidiary.

Purchase Money
Mortgagemeans any Lien on any
Principal Asset (or the capital stock or debt securities of any
Restricted Subsidiary that acquires or owns any Principal Asset)
incurred in connection with the acquisition of that Principal
Asset or the construction or repair of any fixed improvements on
that Principal Asset (or in connection with financing the costs
of acquisition of that Principal Asset or the construction or
repair of improvements on that Principal Asset) provided that
the principal amount of Indebtedness secured by any such Lien
shall at no time exceed 100% of the original cost to Barrick or
any Restricted Subsidiary of the Principal Asset or such
construction or repairs.

Restricted
Subsidiarymeans any North
American Subsidiary that owns or leases a Principal Asset
referred to in clause (i) of the definition of
Principal Asset or is engaged primarily in the
business of owning or holding capital stock of one or more
Restricted Subsidiaries. Restricted Subsidiary,
however, does not include (1) any Subsidiary whose primary
business consists of (A) financing operations in connection
with leasing and conditional sale transactions on behalf of
Barrick and its Subsidiaries, (B) purchasing accounts
receivable or making loans secured by accounts receivable or
inventory or (C) being a finance company or (2) any
Subsidiary which the Board of Directors of Barrick has
determined by resolution does not maintain a substantial portion
of its fixed assets within Canada or the United States.

14



---



##### Table of Contents



Subsidiarymeans (i) a corporation more than 50% of the outstanding
Voting Stock of which at the time of determination is owned,
directly or indirectly, by Barrick or by one or more
Subsidiaries of Barrick or by Barrick and one or more
Subsidiaries of Barrick and the votes carried by such Voting
Stock are sufficient, if exercised, to elect a majority of the
board of directors of the corporation or (ii) any other
Person (other than a corporation) in which at the time of
determination Barrick or one or more Subsidiaries of Barrick or
Barrick and one or more Subsidiaries of Barrick, directly or
indirectly, has or have at least a majority ownership and power
to direct the policies, management and affairs of the Person.

Voting
Stockmeans securities or other
ownership interests of a corporation, partnership or other
entity having by the terms thereof ordinary voting power to vote
in the election of the board of directors or other persons
performing similar functions of such corporation, partnership or
other entity (without regard to the occurrence of any
contingency).

Payment of Additional Amounts

Unless otherwise specified in the applicable
prospectus supplement, all payments made by or on behalf of
Barrick, BGI or BGFC under or with respect to the Securities or
the Guarantees will be made free and clear of and without
withholding or deduction for or on account of any present or
future tax, duty, levy, impost, assessment or other governmental
charge (including penalties, interest and other liabilities
related thereto) imposed or levied by or on behalf of the
Government of Canada or any province or territory thereof or by
any authority or agency therein or thereof having power to tax
(hereafter Canadian Taxes), unless Barrick, BGI or
BGFC, as the case may be, is required to withhold or deduct
Canadian Taxes by law or by the interpretation or administration
thereof. If Barrick, BGI or BGFC is so required to withhold or
deduct any amount for or on account of Canadian Taxes from any
payment made under or with respect to the Securities or the
Guarantees, Barrick, BGI or BGFC, as the case may be, will pay
to each holder of such Securities as additional interest such
additional amounts (Additional Amounts) as may be
necessary so that the net amount received by each such holder
after such withholding or deduction (and after deducting any
Canadian Taxes on such Additional Amounts) will not be less than
the amount such holder would have received if such Canadian
Taxes had not been withheld or deducted, except as described
below. However, no Additional Amounts will be payable with
respect to a payment made to a Securities holder (such holder,
an Excluded Holder) in respect of the beneficial
owner thereof:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | with which Barrick, BGI or BGFC, as the case may
    be, does not deal at arms length (for the purposes of the
    Income Tax Act(Canada)) at the time of the making of
    such payment;                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | which is subject to such Canadian Taxes by reason
    of the Securities holder being a resident, domiciliary or
    national of, engaged in business or maintaining a permanent
    establishment or other physical presence in or otherwise having
    some connection with Canada or any province or territory thereof
    otherwise than by the mere holding of the Securities or the
    receipt of payments thereunder; or                                                                                                                                                       
|
| |  | which is subject to such Canadian Taxes by reason
    of the Securities holders failure to comply with any
    certification, identification, documentation or other reporting
    requirements if compliance is required by law, regulation,
    administrative practice or an applicable treaty as a
    precondition to exemption from, or a reduction in the rate of
    deduction or withholding of, such Canadian Taxes (provided that
    Barrick, BGI or BGFC advises the Trustee and the holders of the
    Securities then outstanding of any change in such requirements).

Barrick, BGI or BGFC, as the case may be, will
also:



| |   |                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------
| |  | make such withholding or deduction; and                                                                    
|
| |  | remit the full amount deducted or withheld to the
    relevant authority in accordance with applicable law.

15



---



##### Table of Contents



Barrick, BGI or BGFC, as the case may be, will
furnish to the holders of the Securities, within 60 days
after the date the payment of any Canadian Taxes is due pursuant
to applicable law, certified copies of tax receipts or other
documents evidencing such payment by such person.

Barrick, BGI or BGFC, as the case may be, will
indemnify and hold harmless each holder of Securities (other
than an Excluded Holder) from and against, and upon written
request reimburse each such holder for the amount (excluding any
Additional Amounts that have previously been paid by Barrick,
BGI or BGFC with respect thereto) of:



| |   |                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any Canadian Taxes so levied or imposed and paid
    by such holder as a result of payments made under or with
    respect to the Securities or the Guarantees;                   
|
| |  | any liability (including penalties, interest and
    expenses) arising therefrom or with respect thereto; and                                                                     
|
| |  | any Canadian Taxes imposed with respect to any
    reimbursement under the preceding two bullet points, but
    excluding any such Canadian Taxes on such holders net
    income.

In any event, no Additional Amounts or indemnity
amounts will be payable under the provisions described above in
respect of any Security in excess of the Additional Amounts and
the indemnity amounts which would be required if, at all
relevant times, the holder of such Security were a resident of
the United States for purposes of the Canada-U.S. Income Tax
Convention (1980), as amended. As a result of the limitation on
the payment of Additional Amounts and indemnity amounts
discussed in the preceding sentence, the Additional Amounts or
indemnity amounts received by certain holders of Securities will
be less than the amount of Canadian Taxes withheld or deducted
or the amount of Canadian Taxes (and related amounts) levied or
imposed giving rise to the obligation to pay the indemnity
amounts, as the case may be, and, accordingly, the net amount
received by such holders of Securities will be less than the
amount such holders would have received had there been no such
withholding or deduction in respect of Canadian Taxes or had
such Canadian Taxes (and related amounts) not been levied or
imposed.

Wherever in the Indenture there is mentioned, in
any context, the payment of principal, premium, if any,
interest, if any, or any other amount payable under or with
respect to a Security or a Guarantee, such mention shall be
deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof.

Tax Redemption

Unless otherwise specified in the applicable
prospectus supplement, the applicable issuer may redeem the
Securities of any series at any time, in whole but not in part,
at a redemption price equal to the principal amount thereof
together with accrued and unpaid interest to the date fixed for
redemption, upon the giving of a notice as described below, if:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | as a result of any change (including any
    announced prospective change) in or amendment to the laws (or
    any regulations or rulings promulgated thereunder) of Canada (or
    the jurisdiction of organization of the successor to the
    applicable issuer or, if the Securities of such series are
    guaranteed by Barrick, of Barrick) or of any political
    subdivision or taxing authority thereof or therein affecting
    taxation, or any change in official position regarding the
    application or interpretation of such laws, regulations or
    rulings (including a holding by a court of competent
    jurisdiction), which change or amendment is announced or becomes
    effective on or after the date specified in the applicable
    prospectus supplement, and which in a written opinion to the
    applicable issuer or Barrick of legal counsel of recognized
    standing has resulted or will result (assuming, in the case of
    any announced prospective change, that such announced change
    will become effective as of the date specified in such
    announcement and in the form announced) in such issuer, or in
    the case of guaranteed Securities, Barrick becoming obligated to
    pay, on the next succeeding date on which interest is due,
    Additional Amounts with respect to any Security of such series
    as described under  Payment of Additional
    Amounts; or

16



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | on or after the date specified in the applicable
    prospectus supplement, any action has been taken by any taxing
    authority of, or any decision has been rendered by a court of
    competent jurisdiction in, Canada (or the jurisdiction of
    organization of the successor to the applicable issuer or, if
    the Securities of such series are guaranteed by Barrick, of
    Barrick) or any political subdivision or taxing authority
    thereof or therein, including any of those actions specified in
    the paragraph immediately above, whether or not such action was
    taken or decision was rendered with respect to the applicable
    issuer or Barrick, or any change, amendment, application or
    interpretation shall be officially proposed, which, in any such
    case, in the written opinion to the applicable issuer or Barrick
    of legal counsel of recognized standing, will result (assuming,
    in the case of any announced prospective change, that such
    announced change will become effective as of the date specified
    in such announcement and in the form announced) in such issuer,
    or in the case of guaranteed Securities, Barrick becoming
    obligated to pay, on the next succeeding date on which interest
    is due, Additional Amounts with respect to any Security of such
    series;

and, in any such case, the applicable issuer or,
in the case of guaranteed Securities, Barrick (or its
successor), in its business judgment, determines that such
obligation cannot be avoided by the use of reasonable measures
available to it (or its successor).

In the event that Barrick, BGI or BGFC elects to
redeem the Securities of any series pursuant to the provisions
set forth in the preceding paragraph, it shall deliver to the
Trustee a certificate, signed by an authorized officer, stating
that it is entitled to redeem such Debt Securities pursuant to
their terms.

Notice of intention to redeem such Debt
Securities will be given not more than 60 nor less than
30 days prior to the date fixed for redemption and will
specify the date fixed for redemption.

Events of Default

The term Event of Default with
respect to Securities of any series means any of the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) default in the payment of the principal
    of (or any premium on) any Security of that series at its
    Maturity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (b) default in the payment of any interest
    on any Security of that series when it becomes due and payable,
    and continuance of such default for a period of 30 days;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (c) default in the deposit of any sinking
    fund payment when the same becomes due by the terms of the
    Securities of that series;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (d) default in the performance, or breach,
    of any other covenant or agreement of the applicable issuer or,
    in the case of guaranteed Securities, Barrick in the Indenture
    in respect of the Securities of that series (other than a
    covenant or agreement for which default or breach is
    specifically dealt with elsewhere in the Indenture), where such
    default or breach continues for a period of 90 days after
    written notice to the issuer of such Securities and, in the case
    of guaranteed Securities, Barrick by the Trustee or the holders
    of at least 25% in principal amount of all outstanding
    Securities affected thereby;
|
| | (e) failure to pay when due, after the
    expiration of any applicable grace period, any portion of the
    principal of, or involuntary acceleration of the maturity (which
    acceleration is not rescinded or annulled within 10 days)
    of, Indebtedness of the applicable issuer or (in the case of
    guaranteed Securities) Barrick having an aggregate principal
    amount outstanding in excess of the greater of
    (i) $100,000,000 and (ii) 5% of Consolidated Net
    Tangible Assets;                                                                                                                                                                     
|
| | (f) certain events of bankruptcy, insolvency
    or reorganization; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (g) any other Events of Default provided
    with respect to the Securities of that series.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

If an Event of Default described in
clause (a), (b) or (c) above occurs and is continuing with
respect to Securities of any series, then the Trustee or the
holders of not less than 25% in principal amount of the
outstanding Securities of that series may require the principal
amount (or, if the Securities

17



---



##### Table of Contents



of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) of all
the outstanding Securities of that series and any accrued but
unpaid interest on such Securities be paid immediately. If an
Event of Default described in clause (d) or (g) above
occurs and is continuing with respect to Securities of one or
more series, then the Trustee or the holders of not less than
25% in principal amount of the outstanding Securities of all
series affected thereby (as one class) may require the principal
amount (or, if any of the Securities of such affected series are
Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms
of such affected series) of all the outstanding Securities of
such affected series and any accrued but unpaid interest on such
Securities to be paid immediately. If an Event of Default
described in clause (e) or (f) above occurs and is
continuing, then the Trustee or the holders of not less than 25%
in principal amount of all outstanding Securities (as a class)
may require the principal amount (or, if the Securities or any
series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount as may be
specified in the terms of that series) of all the outstanding
Securities and any accrued but unpaid interest on such
Securities to be paid immediately. However, at any time after a
declaration of acceleration with respect to Securities of any
series (or of all series, as the case may be) has been made and
before a judgment or decree for payment of the money due has
been obtained, the holders of a majority in principal amount of
the outstanding Securities of such series, by written notice to
Barrick, BGI or BGFC, as applicable, and the Trustee, may, under
certain circumstances, rescind and annul such acceleration. The
applicable prospectus supplement will contain provisions
relating to acceleration of the maturity of a portion of the
principal amount of Original Issue Discount Securities or
Indexed Securities upon the occurrence of any Event of Default
and the continuation thereof.


Except during default, the Trustee is not
obligated to exercise any of its rights and powers under the
Indenture at the request or direction of any of the holders,
unless the holders have offered to the Trustee reasonable
indemnity. If the holders provide reasonable indemnity, the
holders of a majority in principal amount of the outstanding
Securities of all series affected by an Event of Default may,
subject to certain limitations, direct the time, method and
place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of all series affected
by such Event of Default.

No holder of a Security of any series will have
any right to institute any proceedings, unless:



| |   |                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | such holder has previously given to the Trustee
    written notice of a continuing Event of Default with respect to
    the Securities of that series;                                                                                                                                                                                   
|
| |  | the holders of at least 25% in principal amount
    of the outstanding Securities of all series affected by such
    Event of Default have made written request and have offered
    reasonable indemnity to the Trustee to institute such
    proceedings as trustee; and                                                               
|
| |  | the Trustee has failed to institute such
    proceeding, and has not received from the holders of a majority
    in the aggregate principal amount of outstanding Securities of
    all series affected by such Event of Default a direction
    inconsistent with such request, within 60 days after such
    notice, request and offer.

However, these limitations do not apply to a suit
instituted by the holder of a Security for the enforcement of
payment of principal of or interest on such Security on or after
the applicable due date of such payment.

We will be required to furnish to the Trustee
annually an officers certificate as to the performance of
certain of our obligations under the Indenture and as to any
default in such performance.

Defeasance

When we use the term defeasance, we
mean discharge from some or all of our obligations under the
Indenture with respect to Securities of a particular series. If
Barrick, BGI or BGFC deposits with the Trustee sufficient cash
or government securities to pay the principal, interest, any
premium and any other

18



---



##### Table of Contents



sums due to the stated maturity or a redemption
date of the Securities of a particular series, then at its
option:




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the applicable issuer and, in the case of
    guaranteed Securities, Barrick will each be discharged from its
    obligations with respect to the Securities of such series with
    certain exceptions, such as the obligation to pay Additional
    Amounts, and the holders of the Securities of the affected
    series will not be entitled to the benefits of the Indenture
    except for registration of transfer and exchange of Securities
    and replacement of lost, stolen or mutilated Securities and
    certain other limited rights. Such holders may look only to such
    deposited funds or obligations for payment; or
|
| |  | the applicable issuer and, in the case of
    guaranteed Securities, Barrick will no longer be under any
    obligation to comply with the Limitation on Liens
    covenant, the Consolidation, Amalgamation and Merger
    covenant and certain other covenants under the Indenture, and
    certain Events of Default will no longer apply to them.                                                                                                                                                                                                                                                                                   

To exercise defeasance Barrick, BGI or BGFC also
must deliver to the Trustee:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an opinion of U.S. counsel to the effect that the
    deposit and related defeasance would not cause the holders of
    the Securities of the applicable series to recognize income,
    gain or loss for U.S. federal income tax purposes and that
    holders of the Securities of that series will be subject to U.S.
    federal income tax on the same amounts, in the same manner and
    at the same times as would have been the case if such defeasance
    had not occurred; and
|
| |  | an opinion of Canadian counsel or a ruling from
    Canada Revenue Agency that there would be no such recognition of
    income, gain or loss for Canadian federal or provincial tax
    purposes and that holders of the Securities of such series will
    be subject to Canadian federal and provincial income tax on the
    same amounts, in the same manner and at the same times as would
    have been the case if such defeasance had not occurred.                              

In addition, no Event of Default with respect to
the Securities of the applicable series can have occurred and
neither the applicable issuer nor, in the case of guaranteed
Securities, Barrick can be an insolvent person under the
Bankruptcy and Insolvency Act (Canada). In order for U.S.
counsel to deliver the opinion that would allow the applicable
issuer and, in the case of guaranteed Securities, Barrick to be
discharged from all of its obligations under the Securities of
any series, the applicable issuer or, in the case of guaranteed
Securities, Barrick must have received from, or there must have
been published by, the Internal Revenue Service a ruling, or
there must have been a change in law so that the deposit and
defeasance would not cause holders of the Securities of such
series to recognize income, gain or loss for U.S. federal income
tax purposes and so that such holders would be subject to U.S.
federal income tax on the same amounts, in the same manner and
at the same time as would have been the case if such defeasance
had not occurred.

Modifications and Waivers

We may modify or amend the Indenture with the
consent of the holders of a majority in aggregate principal
amount of the outstanding Securities of all series affected by
such modification or amendment; provided, however, that we must
receive consent from the holder of each outstanding Security of
such affected series to:



| |   |                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------
| |  | change the stated maturity of the principal of,
    or interest on, such outstanding Security;                                              
|
| |  | reduce the principal amount of or interest on
    such outstanding Security;                                                                
|
| |  | reduce the amount of the principal payable upon
    the acceleration of the maturity of an outstanding Original
    Issue Discount Security;
|
| |  | change the place or currency of payments on such
    outstanding Security;                                                                  
|
| |  | impair the right to institute suit for the
    enforcement of any payment on or with respect to such
    outstanding Security;              

19



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | reduce the percentage in principal amount of
    outstanding Securities of such series, from which the consent of
    holders is required to modify or amend the Indenture or waive
    compliance with certain provisions of the Indenture or waive
    certain defaults; or
|
| |  | modify any provisions of the Indenture relating
    to modifying or amending the Indenture or waiving past defaults
    or covenants except as otherwise specified.                                                                                                          

The holders of a majority in principal amount of
Securities of any series may waive our compliance with certain
restrictive provisions of the Indenture with respect to such
series. The holders of a majority in principal amount of
outstanding Securities of all series with respect to which an
Event of Default has occurred may waive any past default under
the Indenture, except a default in the payment of the principal
of or interest on any Security or in respect of any item listed
above.

The Indenture or the Securities may be amended or
supplemented, without the consent of any holder of such
Securities, in order to, among other things, cure any ambiguity
or inconsistency or to make any change, in any case, that does
not have a materially adverse effect on the rights of any holder
of such Securities.

Consent to Jurisdiction and Service

Under the Indenture, each of Barrick, BGI and
BGFC has irrevocably appointed CT Corporation System,
111 Eighth Avenue, New York, New York, 10011 as
its agent for service of process in any suit, action or
proceeding arising out of or relating to the Indenture, the
Securities and the Guarantees and for actions brought under
federal or state securities laws brought in any federal or state
court located in The City of New York, and each of Barrick, BGI
and BGFC has submitted to such non-exclusive jurisdiction.

Governing Law

The Indenture, the Securities and the Guarantees
will be governed by and construed in accordance with the laws of
the State of New York.

Enforceability of Judgments

Since many of Barricks, BGIs or
BGFCs assets are outside the United States, any judgment
obtained in the United States against Barrick, BGI or BGFC,
including judgments with respect to payments under the
Guarantees, may not be collectible within the United States.

Barrick has been informed by its Canadian
counsel, Davies Ward Phillips & Vineberg LLP, that a court
of competent jurisdiction in the Province of Ontario (an
Ontario Court) would give a judgment in Canadian
dollars at an exchange rate determined in accordance with the
Courts of Justice Act (Ontario) based upon a final and
conclusive in personamjudgment of a U.S. federal or New
York state court located in the State of New York (New
York Court) for a sum certain, obtained against Barrick,
BGI or BGFC without reconsideration of the merits with respect
to a claim pursuant to the Indenture if:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the New York Court rendering such judgment has
    jurisdiction over the judgment debtor, as recognized by the
    courts of the Province of Ontario for purposes of enforcement of
    foreign judgments (and submission by Barrick, BGI and BGFC in
    the Indenture to the non-exclusive jurisdiction of the New York
    Court and the appointment by Barrick, BGI and BGFC of an agent
    for service of process, will be sufficient for the purpose):                                                                                                                                                                                                                                                                                  
|
| |  | such judgment was: (a) not obtained by fraud
    or in any manner contrary to the principles of natural justice;
    (b) not for a claim in respect of any laws of the United
    States or the State of New York or any other jurisdiction other
    than the Province of Ontario which an Ontario Court would
    characterize under the laws of the Province of Ontario as
    revenue, expropriatory, penal or similar laws; (c) not
    contrary to public policy, as such term is interpreted under the
    laws of the Province of Ontario or contrary to any order made by
    the Attorney General of Canada under the Foreign
    Extraterritorial Measures Act (Canada) or by the Competition
    Tribunal under the Competition Act

20



---



##### Table of Contents



| |   |                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | (Canada) in respect of certain judgments referred
    to therein; and (d) subsisting and unsatisfied and not
    impeachable as void or voidable under New York law;                                                          
|
| |  | there has been compliance with the Limitations
    Act, 2002 (Ontario), which has the effect that any action to
    enforce a foreign judgment must be commenced within two years of
    the date of the foreign judgment; and

provided that:



| |   |                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | such Ontario Court has discretion to stay or
    decline to hear an action on such judgment if the judgment is
    under appeal, or there is another subsisting judgment in
    Ontario, New York or any other jurisdiction relating to the same
    cause of action as such judgment; and
|
| |  | an action in Ontario on such judgment may be
    affected by bankruptcy, insolvency or other similar laws
    affecting the enforcement of creditors rights generally.                                                                                                                   

Barrick has been advised by its Canadian counsel
that there is some doubt as to the enforceability in Canada,
against Barrick, BGI or BGFC or against any of their respective
directors, officers and experts who are not residents of the
United States, by a court in original actions or in actions to
enforce judgments of United States courts, of civil liabilities
predicated solely upon the United States federal securities laws.

The Trustee

The Trustee under the Indenture is JPMorgan Chase
Bank. JPMorgan Chase Bank and one of its affiliates are lenders
under Barricks bank credit facilities.




CERTAIN INCOME TAX CONSIDERATIONS

The applicable prospectus supplement will
describe certain Canadian federal income tax consequences to
investors described therein of acquiring Debt Securities,
including, in the case of an investor who is not a resident of
Canada (for purposes of the Income Tax Act (Canada)), if
applicable, whether payment of principal, premium, if any, and
interest will be subject to Canadian non-resident withholding
tax.

The applicable prospectus supplement will also
describe certain U.S. federal income tax consequences of the
acquisition, ownership and disposition of Debt Securities by an
initial investor who is a U.S. person (within the meaning of the
U.S. Internal Revenue Code), if applicable, including, to the
extent applicable, any such consequences relating to Debt
Securities payable in a currency other than the U.S. dollar,
issued at an original issue discount for U.S. federal income tax
purposes or containing early redemption provisions or other
special terms.




PLAN OF DISTRIBUTION

We may sell Debt Securities for cash or other
consideration:



| |   |                                    
| | - | -----------------------------------
| |  | through agents;                    
|
| |  | through underwriters or dealers; or
|
| |  | directly to purchasers.            

We will describe in a prospectus supplement the
specific plan of distribution for a particular series of Debt
Securities, including the name or names of any underwriters or
agents, the purchase price or prices of the Offered Securities,
the form of consideration accepted for the Offered Securities,
the proceeds to Barrick, BGI or BGFC, as the case may be, from
the sale of the Offered Securities, any initial public offering
price, any underwriting discount or commission and any
discounts, concessions or commissions allowed or reallowed or
paid by any underwriter to other dealers. Any initial public
offering price and any

21



---



##### Table of Contents



discounts, concessions or commissions allowed or
reallowed or paid to dealers may be changed from time to time.


We may distribute Debt Securities from time to
time in one or more transactions:



| |   |                                                           
| | - | ----------------------------------------------------------
| |  | at a fixed price or prices, which may change;             
|
| |  | at market prices prevailing at the time of sale;          
|
| |  | at prices related to such prevailing market
    prices; or
|
| |  | at prices to be negotiated with purchasers.               

Debt Securities may be sold through agents
designated by us. The agents may solicit offers by institutions
to purchase the offered Debt Securities directly from Barrick,
BGI or BGFC, as the case may be, pursuant to contracts providing
for payment and delivery on a future date. The applicable
prospectus supplement will set forth the commission we will pay
to the agents and any conditions to any such contracts.

In connection with the sale of Debt Securities,
Barrick, BGI or BGFC, or purchasers of Debt Securities for whom
the underwriters may act as agents may compensate the
underwriters in the form of discounts, concessions or
commissions. Underwriters, dealers, and agents that participate
in the distribution of Debt Securities may be deemed to be
underwriters and any fees or commissions received by them from
Barrick, BGI or BGFC, and any profit on the resale of Debt
Securities by them, may be deemed to be underwriting commissions
under the U.S. Securities Act of 1933, as amended. The
applicable prospectus supplement will identify any underwriters
with respect to the Offered Securities.

Without limiting the generality of the foregoing,
we also may issue some or all of the Debt Securities offered by
this prospectus in exchange for property, including securities
or assets of ours or other companies we may acquire in the
future.

We may enter into agreements to indemnify
underwriters, dealers and agents who participate in the
distribution of Debt Securities against certain liabilities,
including liabilities under the Securities Act of 1933, as
amended. The underwriters, dealers and agents with whom we enter
into agreements may be customers of, engage in transactions
with, or perform services for us in the ordinary course of
business.

This prospectus may qualify the distribution of
the Debt Securities under the securities laws of the Province of
Ontario to purchasers resident outside of the Province of
Ontario, if a prospectus supplement specifically states that it
is intended to do so. This prospectus may also qualify the
distribution of the Debt Securities under the securities laws of
the Province of Ontario to purchasers resident in the Province
of Ontario, if a prospectus supplement specifically states that
it is intended to do so. The Debt Securities may only be offered
and sold in Canada : (A) in the Province of Ontario
pursuant to this prospectus (if the applicable supplement so
provides); or (B) pursuant to an exemption from the
prospectus requirements of Ontario securities laws, or an
exemption from the prospectus requirements of the securities
laws of any other province or territory in which the Debt
Securities are offered or sold. In addition, the Debt Securities
may only be offered and sold in any province or territory of
Canada by a securities dealer appropriately registered under the
securities laws of that jurisdiction, or pursuant to an
exemption from the registered dealer requirements of those
securities laws. Each underwriter and each dealer participating
in the distribution of the Offered Securities will agree, unless
the applicable prospectus supplement indicates otherwise, that
it will only offer or sell the Offered Securities in Canada:
(A) to purchasers resident in the Province of Ontario
pursuant to this prospectus (if the applicable supplement so
provides), or to purchasers resident in any province or
territory of Canada pursuant to an exemption from the prospectus
requirements of those securities laws; and (B) in
accordance with the dealer registration requirements of
applicable securities laws, or pursuant to an exemption from
those requirements. Except in the case of purchasers in Ontario
acquiring Debt Securities pursuant to this prospectus (if the
applicable supplement so provides), any Debt Securities acquired
by a purchaser in Canada may be subject to resale restrictions
under Canadian securities laws, which may in some cases apply to
resales made to persons outside of Canada.

22



---



##### Table of Contents






NON-GAAP PERFORMANCE MEASURES

(in millions of U.S. dollars except per ounce
amounts and

ounces sold; ounces refer to ounces of gold)


|                                                                                                |  |      |       |      |  |   |       |  
|----------------------------------------------------------------------------------------------- |  | ---- | ----- | ---- |  | - | ----- | -
|                                                                                                |  | 2003 |       | 2002
|                                                                                                |  |      |       |     
|Total cash production costs  per U.S.
    GAAP(1)                                              |  | $    | 1,065 |      |  | $ | 1,065 |  
|Reclamation, closure and other costs                                                            |  | $    | (14   | )    |  | $ | (37   | )
|                                                                                                |  |      |       |      |  |   |       |  
|Operating costs for per ounce calculation                                                       |  | $    | 1,051 |      |  | $ | 1,028 |  
|                                                                                                |  |      |       |      |  |   |       |  
|Ounces sold (thousands)                                                                         |  |      | 5,554 |      |  |   | 5,805 |  
|Total cash costs per ounce sold  per
    The Gold Institute Production Cost Standard (dollars) |  | $    | 189   |      |  | $ | 177   |  
|Total cash costs per ounce sold  per
    U.S. GAAP (dollars)                                   |  | $    | 192   |      |  | $ | 183   |  
|                                                                                                |  |      |       |      |  |   |       |  



---



|    |                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------
|(1) | Equal to cost of sales and operating expenses
    less accretion expense and reclamation costs at non-operating
    mines.

Barrick reports total cash costs per ounce data
because it understands that certain investors use this
information to assess Barricks performance. The inclusion
of total cash costs per ounce statistics enables investors to
better understand year-on-year changes in production costs,
which in turn affect Barricks profitability and its
ability to generate operating cash flow for use in investing and
other activities. Barrick reports total cash costs per ounce
data calculated in accordance with The Gold Institute Production
Cost Standard (the Standard). Adoption of the
Standard is voluntary, but Barrick understands that most senior
gold producers follow the Standard when reporting cash cost per
ounce data. The total cash cost per ounce data does not have a
meaning prescribed by U.S. GAAP and therefore amounts presented
may not be comparable to data presented by gold producers who do
not follow the Standard. Total cash costs per ounce are derived
from amounts included in Barricks statements of income and
include mine site operating costs, such as mining, processing,
administration, royalties and production taxes, but exclude
amortization, reclamation costs, financing costs, and capital,
development and exploration costs. Total cash production costs
and total cash costs per ounce (measured in accordance with
GAAP) have been presented as required by securities regulations
that govern non-GAAP measures.

The total cash cost per ounce data is intended to
provide additional information and should not be considered in
isolation or as a substitute for measures of performance
prepared in accordance with GAAP. The measures are not
necessarily indicative of operating profit or cash flow from
operations as determined under GAAP.




LEGAL MATTERS

General

Certain legal matters will be passed upon by:



| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Shearman & Sterling LLP, our United States
    counsel, on matters of United States law; and                                                      
|
| |  | Davies Ward Phillips & Vineberg LLP, our
    Canadian counsel, on matters of Ontario law and the federal laws
    of Canada applicable in Ontario.

Davies Ward Phillips & Vineberg LLP may rely
on Shearman & Sterling LLP in issuing opinions about the
validity of the Securities being sold. If different lawyers are
relied on at the time of an offering of Securities this will be
included in the prospectus supplement.

23



---



##### Table of Contents



On the date of this prospectus, the partners and
associates of Davies Ward Phillips & Vineberg LLP and
Shearman & Sterling LLP, respectively, own beneficially,
directly or indirectly, less than 1% of the securities of
Barrick.




DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT

The following documents have been filed with the
SEC as part of the registration statement of which this
prospectus is a part:



| |   |                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the documents listed as being incorporated by
    reference in this prospectus under the heading Where You
    Can Find More Information in this prospectus;
|
| |  | consents of accountants and counsel;                                                                                                                          
|
| |  | powers of attorney;                                                                                                                                           
|
| |  | form of the trust indenture relating to the Debt
    Securities and the Guarantees;                                                                           
|
| |  | statement of eligibility of the Trustee on
    Form T-1; and                                                                                                  
|
| |  | letter explaining calculation of interest
    coverage ratios.                                                                                                




EXPERTS

The comparative audited consolidated financial
statements incorporated by reference in this prospectus have
been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, Chartered Accountants, given on the
authority of that firm as experts in auditing and accounting.
The address of PricewaterhouseCoopers LLP is Suite 3000,
P.O. Box 82, Royal Trust Tower, Toronto-Dominion Centre,
Toronto, Ontario, M5K 1G8.

24



---



##### Table of Contents






Auditors Consent

October 28, 2004

We have read the final and amended and restated
short form base shelf prospectus of Barrick Gold Corporation
(Barrick), Barrick Gold Inc. (BGI) and
Barrick Gold Finance Company (BGFC) dated
October 28, 2004 relating to the issue and sale of Debt
Securities of Barrick, BGI and BGFC. We have complied with
Canadian generally accepted standards for an auditors
involvement with offering documents.

We consent to the incorporation by reference in
the above-mentioned prospectus of our report dated
February 11, 2004 to the shareholders of Barrick on the
consolidated balance sheets of Barrick as at December 31,
2003 and December 31, 2002 and the consolidated statements
of income, cash flows, shareholders equity and
comprehensive income for each of the years in the three-year
period ended December 31, 2003 prepared in accordance with
U.S. generally accepted accounting principles.

(signed) PRICEWATERHOUSECOOPERS LLP

Chartered Accountants

Toronto, Ontario


25



---



##### Table of Contents



PART II

INFORMATION NOT REQUIRED TO BE DELIVERED
TO

OFFEREES OR PURCHASERS


Indemnification

Barrick Gold Corporation and Barrick Gold Inc.

Under the Business Corporations Act (Ontario),
Barrick Gold Corporation and Barrick Gold Inc. (each a
Registrant and a Corporation) may
indemnify a present or former director or officer or a person
who acts or acted at the Corporations request as a
director or officer of another corporation of which the
Corporation is or was a shareholder or creditor, and his or her
heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect
of any civil, criminal or administrative action or proceeding to
which he or she is made a party by reason of his or her being or
having been a director or officer of the Corporation or such
other corporation if the director or officer acted honestly and
in good faith with a view to the best interests of the
Corporation and, in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his or her conduct was
lawful. Such indemnification may be made in connection with an
action by or on behalf of the Corporation or such other
corporation only with court approval. A director is entitled to
indemnification from the Corporation as a matter of right if he
or she was substantially successful on the merits of his or her
defence and fulfilled the conditions set forth above.

In accordance with provisions of the Business
Corporations Act (Ontario) described above, the by-laws of the
Corporation provide that the Corporation shall indemnify a
director or officer, a former director or officer, or a person
who acts or acted at the Corporations request as a
director or officer of a corporation of which the Corporation is
or was a shareholder or creditor, and his or her heirs and legal
representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him or her in respect of any
civil, criminal or administrative action or proceeding to which
he or she was made a party by reason of being or having been a
director or officer of the Corporation or such other corporation
if he or she acted honestly and in good faith with a view to the
best interests of the Corporation and, in the case of a criminal
or administrative action or proceeding that is enforced by
monetary penalty, he or she had reasonable grounds in believing
that his or her conduct was lawful.

Barrick Gold Finance Company

Under applicable Nova Scotia law, Barrick Gold
Finance Company (a Registrant and Barrick Gold
Finance) is permitted to indemnify its officers and
directors on terms acceptable to its shareholders.

The Articles of Association of Barrick Gold
Finance provide that no director or officer, in the absence of
any dishonesty on such persons part, shall be liable for
acts, receipts, neglects or defaults of any other director or
officer, or for joining in any receipt or other act for
conformity, or for any loss or expense happening to Barrick Gold
Finance through the insufficiency or deficiency of title to any
property acquired by order of the directors for or on behalf of
Barrick Gold Finance or through the insufficiency or deficiency
of any security in or upon which any of the moneys of Barrick
Gold Finance shall be invested, or for any loss or damage
arising from the bankruptcy, insolvency or tortious act of any
person with whom any money, securities or effects shall be
deposited, or for any loss occasioned by error of judgment or
oversight on his part, or for any other loss, damage or
misfortune whatever which shall happen in the execution of the
duties of his office or in relation thereto.

II-1



---



##### Table of Contents



The Articles of Association of Barrick Gold
Finance also provide that every director, manager, Secretary,
Treasurer, and other officer or servant of Barrick Gold Finance
shall be indemnified by Barrick Gold Finance against, and it
shall be the duty of the directors out of the funds of Barrick
Gold Finance to pay, all costs, losses and expenses which any
such person may incur or become liable to by reason of any
contract entered into, or act or thing done by him as such
officer or servant, or in any way in the discharge of his
duties, including travelling expenses, and the amount for which
such indemnity is proved shall immediately attach as a lien on
the property of Barrick Gold Finance and have priority as
against the shareholders over all other claims.

Although the matter has not received judicial
consideration, as Barrick Gold Finance has generally the powers
of a natural person, there would appear to be no reason why
Barrick Gold Finance could not purchase insurance to discharge
all or part of its indemnification obligations.

Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted
to directors, officers or persons controlling the Registrants
pursuant to the foregoing provisions, the Registrants have been
informed that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

II-2



---



##### Table of Contents



EXHIBITS TO FORM F-9

The exhibits to this registration statement are
listed in the exhibit index, which appears elsewhere herein.

II-3



---



##### Table of Contents



PART III

UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS

Item 1. Undertaking.

The registrants undertake to make available, in
person or by telephone, representatives to respond to inquiries
made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating
to the securities registered pursuant to this Form F-9 or
to transactions in said securities.

Item 2. Consent to Service of
Process.

Concurrently with the filing of this registration
statement, each of the registrants is filing with the Commission
a written irrevocable consent and power of attorney on
Form F-X.

Any change to the name or address of the agent
for service of any of the registrants shall be communicated
promptly to the Commission by an amendment to the applicable
Form F-X referencing the file number of the relevant
registration statement.

III-1



---



##### Table of Contents



SIGNATURES

Pursuant to the requirements of the Securities
Act of 1933, each of the registrants certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form F-9 and that it has
reasonable grounds to believe that the Debt Securities will be
rated investment grade by the time of sale of such
Debt Securities pursuant to this registration statement, and has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Toronto, Province of Ontario, Canada, on this
29th day of October, 2004.



| |                         
| | ------------------------
| | BARRICK GOLD CORPORATION
| | (Registrant)            



| |     |                     
| | --- | --------------------
| | By: | /s/ SYBIL E. VEENMAN

| |                                              
| | ---------------------------------------------
| |                                              
| | Name: Sybil E. Veenman                       
| | Title:  Vice President, Assistant
    General
| | Counsel and Secretary                        
|
| | BARRICK GOLD INC.                            
| | (Registrant)                                 



| |     |                     
| | --- | --------------------
| | By: | /s/ SYBIL E. VEENMAN

| |                             
| | ----------------------------
| |                             
| | Name: Sybil E. Veenman      
| | Title:  Secretary           
|
| | BARRICK GOLD FINANCE COMPANY
| | (Registrant)                



| |     |                     
| | --- | --------------------
| | By: | /s/ SYBIL E. VEENMAN

| |                       
| | ----------------------
| |                       
| | Name: Sybil E. Veenman
| | Title:  Secretary     

III-2



---



##### Table of Contents



SIGNATURES WITH RESPECT TO BARRICK GOLD
CORPORATION



POWERS OF ATTORNEY


Each person whose signature appears below
constitutes and appoints each of Sybil E. Veenman and Gregory C.
Wilkins as his or her true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been
signed by the following persons in the capacities and on the
dates indicated:

|                                                 |  |                                                                                            |  |                  |  | 
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------ |  | ---------------- |  | 
|                                                 |  |                                                                                            |  |                 
|Signature                                        |  | Title with Registrant                                                                      |  | Date            
|                                                 |  |                                                                                            |  |                 
|                                                
|/s/ PETER MUNKPeter Munk                         |  | Chairman and Director                                                                      |  | October 29, 2004
|                                                
|/s/ GREGORY C. WILKINSGregory C. Wilkins         |  | President, Chief Executive Officer and
    Director
    (Principal Executive Officer)      |  | October 29, 2004
|                                                
|/s/ JAMIE C. SOKALSKYJamie C. Sokalsky           |  | Executive Vice President and Chief Financial
    Officer
    (Principal Financial Officer) |  | October 29, 2004
|                                                
|/s/ ANDRÉ R. FALZONAndré R. Falzon               |  | Vice President and Controller
    (Principal Accounting Officer)                           |  | October 29, 2004
|                                                
|/s/ JACK E. THOMPSONJack E. Thompson             |  | Vice Chairman and Director                                                                 |  | October 29, 2004
|                                                
|/s/ HOWARD L. BECKHoward L. Beck                 |  | Director                                                                                   |  | October 29, 2004
|                                                
|/s/ C. WILLIAM D. BIRCHALLC. William D. Birchall |  | Director                                                                                   |  | October 29, 2004
|                                                
|/s/ GUSTAVO CISNEROSGustavo Cisneros             |  | Director                                                                                   |  | October 29, 2004
|                                                
|Marshall A. Cohen                                |  | Director                                                                                   |  | ,
    2004      
|                                                
|/s/ PETER A. CROSSGROVEPeter A. Crossgrove       |  | Director                                                                                   |  | October 29, 2004

III-3



---



##### Table of Contents



|                                                      |  |                       |  |                  |  | 
|----------------------------------------------------- |  | --------------------- |  | ---------------- |  | 
|                                                      |  |                       |  |                 
|Signature                                             |  | Title with Registrant |  | Date            
|                                                      |  |                       |  |                 
|                                                     
|/s/ PETER C. GODSOEPeter C. Godsoe                    |  | Director              |  | October 29, 2004
|                                                     
|/s/ ANGUS A. MACNAUGHTONAngus A. MacNaughton          |  | Director              |  | October 29, 2004
|                                                     
|/s/ BRIAN MULRONEYThe Right Honourable Brian Mulroney |  | Director              |  | October 29, 2004
|                                                     
|/s/ ANTHONY MUNKAnthony Munk                          |  | Director              |  | October 29, 2004
|                                                     
|/s/ JOSEPH L. ROTMANJoseph L. Rotman                  |  | Director              |  | October 29, 2004
|                                                     
|Steven J. Shapiro                                     |  | Director              |  | ,
    2004      

III-4



---



##### Table of Contents



SIGNATURES WITH RESPECT TO BARRICK GOLD
INC.

POWERS OF ATTORNEY

Each person whose signature appears below
constitutes and appoints each of Sybil E. Veenman and Gregory C.
Wilkins as his or her true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been
signed by the following persons in the capacities and on the
dates indicated:

|                                         |  |                                                                        |  |                  |  | 
|---------------------------------------- |  | ---------------------------------------------------------------------- |  | ---------------- |  | 
|                                         |  |                                                                        |  |                 
|Signature                                |  | Title with Registrant                                                  |  | Date            
|                                         |  |                                                                        |  |                 
|                                        
|/s/ GREGORY A. LANGGregory A. Lang       |  | President and Director
    (Principal Executive Officer)               |  | October 29, 2004
|                                        
|/s/ JAMIE C. SOKALSKYJamie C. Sokalsky   |  | Chief Financial Officer and Director
    (Principal Financial Officer) |  | October 29, 2004
|                                        
|/s/ ANDRÉ R. FALZONAndré R. Falzon       |  | Vice President and Controller
    (Principal Accounting Officer)       |  | October 29, 2004
|                                        
|/s/ JOHN K. CARRINGTONJohn K. Carrington |  | Director                                                               |  | October 29, 2004

III-5



---



##### Table of Contents



SIGNATURES WITH RESPECT TO BARRICK GOLD
FINANCE COMPANY

POWERS OF ATTORNEY

Each person whose signature appears below
constitutes and appoints each of Sybil E. Veenman and Gregory C.
Wilkins as his or her true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been
signed by the following persons in the capacities and on the
dates indicated:

|                                         |  |                                                                        |  |                  |  | 
|---------------------------------------- |  | ---------------------------------------------------------------------- |  | ---------------- |  | 
|                                         |  |                                                                        |  |                 
|Signature                                |  | Title with Registrant                                                  |  | Date            
|                                         |  |                                                                        |  |                 
|                                        
|/s/ JOHN K. CARRINGTONJohn K. Carrington |  | President and Director
    (Principal Executive Officer)               |  | October 29, 2004
|                                        
|/s/ JAMIE C. SOKALSKYJamie C. Sokalsky   |  | Chief Financial Officer and Director
    (Principal Financial Officer) |  | October 29, 2004
|                                        
|/s/ ANDRÉ R. FALZONAndré R. Falzon       |  | Vice President and Controller
    (Principal Accounting Officer)       |  | October 29, 2004
|                                        
|/s/ SYBIL E. VEENMANSybil E. Veenman     |  | Director                                                               |  | October 29, 2004

III-6



---



##### Table of Contents



AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a)
of the Securities Act of 1933, the undersigned has signed this
registration statement, solely in the capacity of the duly
authorized representative of Barrick Gold Corporation, Barrick
Gold Inc. and Barrick Gold Finance Company in the United States,
in the City of Toronto, Province of Ontario, Canada on this 29th
day of October, 2004.



| |                              
| | -----------------------------
| | BARRICK GOLDSTRIKE MINES INC.



| |     |                     
| | --- | --------------------
| | By: | /s/ SYBIL E. VEENMAN

| |                       
| | ----------------------
| |                       
| | Name: Sybil E. Veenman
| | Title:  Secretary     

III-7



---



##### Table of Contents



EXHIBIT INDEX

|        |     |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- | --- | ---------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |                       
|No.     |     | Description of Exhibit
|        |     |                       
|       
|        | 2.1 |                        |  | Letter explaining calculation of interest
    coverage ratios                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       
|        | 4.1 |                        |  | The comparative audited consolidated financial
    statements of Barrick Gold Corporation (Barrick) and
    the notes thereto for the year ended December 31, 2003
    prepared in accordance with U.S. GAAP, together with the
    report of the auditors thereon (incorporated by reference to
    Exhibit 2 to Barrick Gold Corporations Form 40-F
    (Commission File No. 1-9059) filed with the Commission on
    May 19, 2004) and managements discussion and analysis
    (U.S. GAAP) of financial and operating results for the year
    ended December 31, 2003 (incorporated by reference to
    Exhibit 3 to Barrick Gold Corporations Form 40-F
    (Commission File No. 1-9059) filed with the Commission on
    May 19, 2004), found on pages 21 through 108 of
    Barricks 2003 annual report
|       
|        | 4.2 |                        |  | The comparative unaudited interim consolidated
    financial statements of Barrick and the notes thereto for the
    nine months ended September 30, 2004 prepared in accordance
    with U.S. GAAP, together with managements discussion
    and analysis (U.S. GAAP) of financial and operating results
    for the nine months ended September 30, 2004, including the
    operating and financial summary, found on pages 8
    through 55 of Barricks third quarter report
    (incorporated by reference to Exhibit 1 to Barrick Gold
    Corporations Form 6-K (Commission File
    No. 1-9059) furnished to the Commission on October 28,
    2004)                                                                                                                                                      
|       
|        | 4.3 |                        |  | Those portions of the operating and financial
    summary contained in Barricks second quarter report
    entitled Lagunas Norte, Alto Chicama District in
    Peru on page 12 of the second quarter report,
    Veladero, Argentina on page 12 of the second
    quarter report, Pascua  Lama,
    Chile/Argentina on pages 12 and 13 of the second
    quarter report, Cowal, Australia on page 15 of
    the second quarter report and Tulawaka, Tanzania on
    page 15 of the second quarter report (incorporated by
    reference to Exhibit 1 to Barrick Gold Corporations
    Form 6-K (Commission File No. 1-9059) furnished to the
    Commission on July 29, 2004)                                                                                                                          
|       
|        | 4.4 |                        |  | The annual information form of Barrick dated
    May 19, 2004 for the year ended December 31, 2003
    (incorporated by reference to Exhibit 1 to Barrick Gold
    Corporations Form 40-F (Commission File
    No. 1-9059) filed with the Commission May 19, 2004)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        | 4.5 |                        |  | The management information circular of Barrick
    dated March 8, 2004 prepared for the annual and special
    meeting of Barrick shareholders held on April 22, 2004,
    other than the sections entitled Report on Executive
    Compensation and Performance Graph
    (incorporated by reference to Exhibit 2 to Barrick Gold
    Corporations Form 6-K (Commission File
    No. 1-9059), excluding such sections, furnished to the
    Commission on March 18, 2004)                                                                                                                                                                                                                                                                                                                                     
|       
|        | 5.1 |                        |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        | 5.2 |                        |  | Consent of Davies Ward Phillips & Vineberg LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        | 6.1 |                        |  | Powers of Attorney (included on the signature
    page of this registration statement)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       
|        | 7.1 |                        |  | Form of Indenture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|        | 7.2 |                        |  | Statement of Eligibility of the Trustee on
    Form T-1