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OFFERORS NOTICE






Offeror Offer Shareholders Shares Placer
Dome Offer and Circular








| |     |                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------
| | (a) | US$22.50 in cash (the Cash Alternative); or                                                                          
|
| | (b) | 0.8269 of a common share of Barrick (a Barrick Common
    Share) plus US$0.05 in cash (the Share
    Alternative),





Canada Business
Corporations Act CBCA Compulsory Acquisition Transmittal and Election
Form


Compulsory Acquisition






| |     |                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | to transfer your Shares to the Offeror on the basis of either:
    (i) the Cash Alternative; or (ii) the Share
    Alternative, subject in each case to pro ration as described
    below under Pro Rationing of Consideration; or                                           
|
| | (b) | to demand payment of the fair value of your Shares in accordance
    with Sections 206(9) to (18) of the CBCA by notifying
    the Offeror at the address of CIBC Mellon Trust Company given
    below of such demand within 20 days after receiving this
    Offerors Notice.

The Offeror must receive notice of your election through CIBC
Mellon Trust Company (CIBC Mellon) at or before
9:00 a.m. (Toronto time) on March 15, 2006. If you do
not notify the Offeror in accordance with the election options
above, or if an election is improperly made by such time, you
will be deemed to have elected to transfer your Shares to the
Offeror and to have elected the Share Alternative in respect of
such transfer.


Maximum Cash Consideration Maximum






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Share Consideration




Pro Rationing of Consideration






| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the aggregate amount of cash (including the minimum of US$0.05
    in cash per Share of cash consideration that will be paid to
    Shareholders who elect (or are deemed to elect) the Share
    Alternative) that the Offeror will pay as consideration for
    Shares acquired in respect of the Cash Alternative and the Share
    Alternative shall not exceed the Maximum Cash Consideration;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (b) | the aggregate number of Barrick Common Shares that the Offeror
    will issue as consideration for Shares acquired in respect of
    the Share Alternative shall not exceed the Maximum Share
    Consideration;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (c) | if the aggregate cash consideration that would otherwise be
    payable by the Offeror to Shareholders who elect to receive cash
    under the Cash Alternative in respect of their Shares, together
    with the US$0.05 in cash per Share to be paid along with Barrick
    Common Shares to Shareholders who elected (or are deemed to have
    elected) the Share Alternative in respect of their Shares
    exceeds the Maximum Cash Consideration, the amount of cash
    consideration available to those Shareholders who have so
    elected the Cash Alternative will be allocated pro rata (on a
    per share basis) among such Shareholders in an amount equal to
    the aggregate amount of the cash sought by each such Shareholder
    who so elected the Cash Alternative multiplied by a fraction,
    the numerator of which is the Maximum Cash Consideration, less
    the US$0.05 in cash per Share to be paid along with Barrick
    Common Shares to Shareholders who elected (or are deemed to have
    elected) the Share Alternative in respect of their Shares, and
    the denominator of which is the aggregate amount of the cash
    consideration sought by those Shareholders who elected the Cash
    Alternative in respect of their Shares, and each such
    Shareholder will receive Barrick Common Shares (or cash in lieu
    of any fractional Barrick Common Share) as consideration for any
    balance which exceeds the amount of cash so allocated to the
    Shareholder (calculated by valuing each Barrick Common Share at
    US$27.20); and
|
| | (d) | if the number of Barrick Common Shares that would otherwise be
    issuable to Shareholders who elect (or are deemed to elect) the
    Share Alternative in respect of their Shares exceeds the Maximum
    Share Consideration, the number of Barrick Common Shares
    available to those Shareholders who have so elected (or are
    deemed to have elected) the Share Alternative will be allocated
    pro rata (on a per share basis) among such Shareholders in an
    amount equal to the number of Barrick Common Shares sought by
    each such Shareholder who so elected (or is deemed to have
    elected) the Share Alternative in respect of its Shares
    multiplied by a fraction, the numerator of which is the Maximum
    Share Consideration and the denominator of which is the
    aggregate number of Barrick Common Shares sought by those
    Shareholders who elected (or are deemed to have elected) the
    Share Alternative in respect of their Shares, rounded down to
    the nearest whole number, and each such Shareholder will receive
    cash as consideration for any balance which exceeds the number
    of Barrick Common Shares allocated to the Shareholder
    (calculated by valuing each Barrick Common Share at US$27.20).                                                                                                                                                                                                                                                                                                                   







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Rollover Option




















Shareholders who are Eligible Holders and who wish to make
the necessary joint tax election with the Offeror to obtain a
full or partial tax-deferred rollover for Canadian federal
income tax purposes must elect the Share Alternative, and must
further elect the Rollover Option in the enclosed Transmittal
and Election Form. Shareholders who elect the Cash Alternative
will not be permitted to elect the Rollover Option, even if such
Shareholders receive Barrick Common Shares as a result of pro
ration. See Canadian Federal Income Tax
Considerations in Section 22 of the Offer and
Circular.


Eligible Holder


Rollover Option


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Tax Act Income Tax Act


Transmittal and Election Form


If you do
not notify the Offeror (by notice received by CIBC Mellon at or
before 9:00 a.m. (Toronto time) on March 15, 2006) in
accordance with the election options described above (including
an election to demand payment of the fair value of your Shares),
or if an election is improperly made, you will be deemed to have
elected to transfer your Shares to the Offeror and to have
elected the Share Alternative in respect of such transfer.


You must, in all events and regardless of which alternative
you elect, send all certificates representing your shares to
CIBC Mellon, as agent for Placer Dome, at the following address
within 20 days after you receive this Offerors
Notice:


|                               |  |                                          
|------------------------------ |  | -----------------------------------------
|By Mail                        |  | By Registered Mail, by Hand or by Courier
|P.O. Box 1036                  |  | 199 Bay Street                           
|Adelaide Street Postal Station |  | Commerce Court West                      
|Toronto, Ontario M5C 2K4       |  | Securities Level                         
|                               |  | Toronto, Ontario M5L 1G9                 







The method used to deliver certificates representing your
Shares to CIBC Mellon is at the option and risk of the
Shareholder. If certificates for Shares are to be sent by mail,
registered mail with return receipt requested, properly insured,
is recommended, and it is suggested that the mailing be made
sufficiently in advance of March 15, 2006 to permit
delivery to CIBC Mellon at or prior to 9:00 a.m. (Toronto
time) on such date. Delivery will only be effective upon actual
receipt by CIBC Mellon.










| |                                      
| | -------------------------------------
| | Yours very truly,                    
| | -s- Gregory C. Wilkins               
| | Gregory C. Wilkins                   
| | President and Chief Executive Officer
| | Barrick Gold Corporation             

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