##### 



LOGO


March 14, 2005

Dear Shareholder:

On behalf of the Board of Directors, I would like
to invite you to attend Barricks Annual Meeting of
Shareholders to be held on Thursday, April 28, 2005 at
10:00 a.m. in the John Bassett Theatre of the Metro Toronto
Convention Centre, Toronto, Ontario. It is an opportunity for
the Directors and Management of Barrick to meet with you, our
shareholders.

We will report to you at the meeting on the
Companys performance in 2004 and our plans for the future.

Enclosed is the Notice of the Meeting, the
Management Information Circular and Proxy Statement and a Proxy
or Voting Instruction form.

We would appreciate your returning the signed
Proxy or Voting Instruction form to ensure that your vote is
recorded. We hope that we will have the opportunity to welcome
you to this years annual meeting.

Sincerely,

LOGO

PETER MUNK


Chairman




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##### 



BARRICK GOLD CORPORATION


BCE Place, Canada Trust Tower, Suite 3700





Notice of the Annual Meeting of
Shareholders

NOTICE is hereby given that the Annual Meeting of
the Shareholders (the Meeting) of Barrick Gold
Corporation (the Company or Barrick)
will be held in the John Bassett Theatre of the Metro Toronto
Convention Centre, Toronto, Ontario on Thursday, April 28,
2005 at 10:00 a.m. (Toronto time) in order to:



| |    |                                                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | receive the consolidated financial statements of
    the Company for the year ended December 31, 2004 and the
    auditors report thereon;
|
|
| | 2. | elect directors;                                                                                                                           
|
|
| | 3. | appoint auditors and authorize the directors to
    fix their remuneration; and                                                            
|
|
| | 4. | transact such other business as may properly be
    brought before the Meeting and any postponement or adjournment
    thereof.            

Barricks Board of Directors has fixed the
close of business on March 10, 2005 as the record date for
determining shareholders entitled to receive notice of, and to
vote at, the Meeting and any postponement or adjournment of the
Meeting. Only the holders of record of Barrick common shares and
Barrick Gold Inc. exchangeable shares are entitled to have their
votes counted at the Meeting. Computershare Trust Company of
Canada, as the holder of the Barrick special voting share, will
cast the votes attributable to the Barrick Gold Inc.
exchangeable shares as instructed by the holders thereof.
Holders who have acquired Barrick common shares after the record
date are entitled to vote those shares at the Meeting upon
producing properly endorsed share certificates, or otherwise
establishing share ownership, and demanding the inclusion of
their name in the list of shareholders not later than ten days
before the date of the Meeting.

DATED at Toronto, Ontario, this 14th day of
March, 2005.



| |                                                            
| | -----------------------------------------------------------
| | By Order of the Board of Directors,                        
|
| | LOGO                                                       
| | Sybil E. Veenman                                           
| | Vice-President, Assistant General Counsel and
    Secretary

Shareholders are cordially invited to attend the
Meeting. Shareholders are urged to complete and return the
enclosed proxy or voting instruction form promptly. To be
effective, Barrick proxies must be received at the Toronto
office of CIBC Mellon Trust Company, the Companys
registrar and transfer agent, by 5:00 p.m. (Toronto time)
on April 27, 2005 or the last business day prior to any
adjourned or postponed Meeting. Barrick Gold Inc. voting
instruction forms must be received at the Toronto office of
Computershare Trust Company of Canada by 5:00 p.m. (Toronto
time) on April 26, 2005 or the second last business day
before any adjourned or postponed Meeting. Shareholders whose
shares are held by a nominee may receive either a voting
instruction form or form of proxy and should follow the
instructions provided by the nominee.

Proxies will be counted and tabulated by CIBC
Mellon Trust Company, the Companys registrar and transfer
agent, in such a manner as to protect the confidentiality of how
a particular shareholder votes except where they contain
comments clearly intended for management, in the case of a proxy
contest, or where it is necessary to determine the proxys
validity or to permit management and the Board of Directors to
discharge their legal obligations to the Company or its
shareholders.



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##### 






BARRICK GOLD CORPORATION


BCE Place, Canada Trust Tower, Suite 3700





MANAGEMENT INFORMATION CIRCULAR

AND PROXY STATEMENT


This Management Information Circular and Proxy
Statement (the Circular) is furnished in connection
with the solicitation of proxies by the management of Barrick
Gold Corporation (the Company or
Barrick) for use at the Annual Meeting of
Shareholders (or any postponement or adjournment thereof) of
Barrick (the Meeting) to be held at 10:00 a.m.
(Toronto time) on Thursday, April 28, 2005 in the John
Bassett Theatre of the Metro Toronto Convention Centre, Toronto,
Ontario for the purposes set forth in the accompanying Notice of
Meeting.

The solicitation of proxies will be primarily by
mail, but proxies may also be solicited personally by telephone
by regular employees of the Company for which no additional
compensation will be paid. In addition, Barrick has retained
Kingsdale Shareholder Services Inc. to assist in the
solicitation of proxies in the United States and Canada for
estimated fees of Cdn$45,000. The cost of preparing, assembling
and mailing this Circular, the Notice of Meeting, the proxy
form, the voting instruction form and any other material
relating to the Meeting and the cost of soliciting proxies has
been or will be borne by Barrick. The Company will reimburse
brokers and other entities for costs incurred by them in mailing
soliciting materials to the beneficial owners of common shares
of Barrick (Barrick Common Shares) and Barrick Gold
Inc. (formerly, Homestake Canada Inc.) exchangeable shares
(BGI Exchangeable Shares). It is anticipated that
copies of this Circular, the Notice of Meeting, and accompanying
proxy form or voting instruction form will be distributed to
shareholders on or about March 23, 2005.

This Circular provides the information that you
need to vote at the Meeting.



| |   |                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If you are a registered holder of Barrick Common
    Shares, we have enclosed a proxy form that you can use to vote
    at the Meeting.                                                                                  
|
| |  | If you are a registered holder of BGI
    Exchangeable Shares, we have enclosed a voting instruction form
    that you can use to give the voting instructions that indirectly
    permit you to vote such shares.       
|
| |  | If your Barrick Common Shares or BGI Exchangeable
    Shares are held by a nominee, you may receive either a form of
    proxy or voting instruction form and should follow the
    instructions provided by the nominee.

Unless otherwise indicated, the information in
this Circular is given as at March 1, 2005.

Unless otherwise indicated, all dollar references
in this Circular are to United States dollars and all references
to financial results are based on our financial statements
prepared in accordance with U.S. GAAP.

These securityholder materials are being sent to
both registered and non-registered owners of the securities. If
you are a non-registered owner, and Barrick or its agent has
sent these materials directly to you, your name and address and
information about your holdings of securities have been obtained
in accordance with applicable securities regulatory requirements
from the intermediary holding on your behalf. By choosing to
send these materials to you directly, Barrick (and not the
intermediary holding on your behalf) has assumed responsibility
for (i) delivering these materials to you, and
(ii) executing your proper voting instructions. Please
return your voting instructions as specified in the request for
voting instructions.





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##### 



VOTING AT THE MEETING

The record date for the Meeting is Thursday,
March 10, 2005. Holders of Barrick Common Shares or BGI
Exchangeable Shares as of the close of business on Thursday,
March 10, 2005 are entitled to vote.

If you have acquired Barrick Common Shares after
the record date, you are entitled to vote those shares at the
Meeting upon producing properly endorsed share certificates or
otherwise establishing share ownership, and requesting the
inclusion of your name in the list of shareholders not later
than ten days before the date of the Meeting.

Voting your Barrick Common Shares

Each Barrick Common Share is entitled to one vote
on those items of business identified in the Notice of Meeting.

Registered
Shareholders

If you are a registered shareholder, there are
two ways in which you can vote your shares at the Meeting. You
can vote in person at the Meeting, or you can use the enclosed
proxy appointing the named persons or some other person that you
choose to represent you and vote your shares at the Meeting.

If you wish to vote in person at the Meeting, do
not complete or return the proxy. Your vote will be taken and
counted at the Meeting. Using your proxy does not preclude you
from attending the Meeting in person.

If you do not wish to attend the Meeting or do
not wish to vote in person, you should properly complete and
deliver the enclosed proxy. A proxy must be in writing and must
be executed by you or by your attorney authorized in writing,
unless you have chosen to complete your proxy by telephone or
the Internet, as described on the enclosed proxy form.

All shares represented by properly completed
proxies received at the Toronto office of CIBC Mellon Trust
Company by 5:00 p.m. (Toronto time) on Wednesday, April 27,
2005 or the last business day before any adjourned or postponed
Meeting will be voted or withheld from voting, in accordance
with your instructions as specified in the proxy, on any ballot
votes that take place at the Meeting.

Unless contrary instructions are provided,
Barrick Common Shares represented by proxies received by
management will be voted:



| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | FORthe election of
    the 13 nominees as directors; and                                                                                                   
|
| |  | FORthe appointment
    of PricewaterhouseCoopers LLP as independent auditors for 2005
    and the authorization of the directors to fix their remuneration.

Non-registered
Shareholders

Your Barrick Common Shares may not be registered
in your name but in the name of a nominee, which is usually a
trust company, securities broker or other financial institution.
If your shares are registered in the name of a nominee, you are
a non-registered shareholder. Your nominee is required to seek
your instructions as to how to vote your shares. Only registered
shareholders or their duly appointed proxyholders are permitted
to vote at the Meeting. If you are a non-registered shareholder,
you should follow the instructions of your nominee with respect
to the procedures to be followed for voting. Generally, nominees
will provide non-registered shareholders with either: (a) a
voting instruction form for completion and execution by the
non-registered shareholder, or (b) a proxy form, executed
by the nominee and restricted to the number of shares owned by
the non-registered shareholder, but otherwise uncompleted. These
procedures are to permit non-registered shareholders to direct
the voting of their Barrick Common Shares that they beneficially
own.

Since the Company has limited access to the names
of its non-registered shareholders, if you wish to attend and
vote in person at the Meeting, or designate another person to
attend the Meeting in your place, you must insert your own name,
or the name of your designate, in the space provided on the
voting instruction form or

2



---



##### 



form of proxy and carefully follow the
nominees instructions for return of the executed form or
other method of response. Do not otherwise complete the form as
your vote, or your designates vote, will be taken at the
Meeting.


Voting Your BGI Exchangeable Shares

BGI Exchangeable Shares are each exchangeable at
any time for 0.53 of a Barrick Common Share. Your BGI
Exchangeable Shares give you essentially the same economic
rights and, indirectly, the same voting rights that you would
have if you held Barrick Common Shares. Each BGI Exchangeable
Share entitles you to receive dividends from Barrick Gold Inc.
(BGI) that are equivalent to the dividends paid on
0.53 of a Barrick Common Share. (You do not share in dividends
or distributions payable on the BGI common shares, all of which
are owned by a subsidiary of Barrick.) Each BGI Exchangeable
Share entitles you to exercise the same voting rights as 0.53 of
a Barrick Common Share. That is the reason we are sending you
this proxy material. (Except as required by Ontario law, you do
not exercise voting rights as a shareholder of BGI.)

Computershare Trust Company of Canada
(Computershare) serves as the trustee under the
Voting, Support and Exchange Trust Agreement (as supplemented).
As trustee, Computershare holds a special voting share of
Barrick (the Special Voting Share) that enables it
to vote on behalf of the holders of BGI Exchangeable Shares on
all matters presented to holders of Barrick Common Shares in
accordance with the instructions of holders of BGI Exchangeable
Shares. Except as otherwise required by applicable law, the
Special Voting Share has a number of votes attached to it equal
to the number of BGI Exchangeable Shares outstanding from time
to time which are not owned by Barrick and its subsidiaries
multiplied by 0.53.

Each BGI Exchangeable Share is entitled to 0.53
of a vote on those items of business identified in the Notice of
Meeting.

Registered
Shareholders

There are two ways you can vote your BGI
Exchangeable Shares if you are a registered shareholder. You can
vote by signing and returning the enclosed voting instruction
form, or you can attend the Meeting and vote in person.

The voting instruction form permits you to
instruct Computershare to vote in respect of your BGI
Exchangeable Shares. As a holder of BGI Exchangeable Shares on
the record date, you are entitled to instruct Computershare to
cast a number of votes equal to the number of Barrick Common
Shares for which the BGI Exchangeable Shares held by you are
exchangeable. You also can use your voting instruction form to
name a proxy to represent you at the Meeting. To designate a
proxy, simply fill in the name of the person that you wish to
appoint to represent you in the space provided on the voting
instruction form.

On any ballot, Computershare will vote or
withhold from voting, in accordance with your instructions, the
applicable number of votes in respect of your BGI Exchangeable
Shares represented by a properly completed voting instruction
form (received by Computershare in the manner and within the
time specified above) and where a choice has been specified in
your voting instruction form with respect to any matter to be
acted on, Computershare will vote such number of votes in
accordance with those instructions.

If you sign and return the voting instruction
form, but do not give directions on how to vote your BGI
Exchangeable Shares, you will be deemed to have voted, and
Computershare will vote, as follows:



| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | FORthe election of
    the 13 nominees as directors; and                                                                                                   
|
| |  | FORthe appointment
    of PricewaterhouseCoopers LLP as independent auditors for 2005
    and the authorization of the directors to fix their remuneration.

To be effective, voting instruction forms must be
received by Computershare, 100 University Avenue,
9th Floor, Toronto, Ontario, Canada M5J 2Y1 or by
facsimile at (416) 263-9524 or 1-866-249-7775 (within North
America), by 5:00 p.m. (Toronto time) on Tuesday,
April 26, 2005 or the second last business day before any
adjourned or postponed Meeting. That will give Computershare
enough time to tabulate the voting instructions and vote on your
behalf.

3



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##### 



Your voting instruction form permits you to name
yourself as proxy and then you will be permitted to vote in
person at the Meeting. To do so, you must bring your voting
instruction form with you to the Meeting, naming yourself as
proxy.

Non-registered
Shareholders

There are two ways you can vote your BGI
Exchangeable Shares if your shares are not registered in your
own name but are held in the name of a nominee, which is usually
a trust company, securities broker or other financial
institution. For your BGI Exchangeable Shares to be voted for
you, follow the voting instructions provided by your nominee. If
you wish to attend the Meeting and vote in person or name a
person to represent you at the Meeting, you must have the
nominee appoint you or the person you would like to represent
you at the Meeting as a proxy.

Revoking Your Proxy or Voting
Instructions

Revoking
Your Proxy for Barrick Common Shares

If you give a proxy, you may revoke it at any
time before it is used by doing any one of the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | You may send another proxy form with a later date
    to the Toronto office of CIBC Mellon Trust Company, but it must
    reach CIBC Mellon Trust Company by 5:00 p.m. (Toronto time)
    on Wednesday, April 27, 2005 or the last business day
    before any adjourned or postponed Meeting.                                                                                                                                       
|
| |  | You may deliver a signed written statement,
    stating that you want to revoke your proxy, to the Secretary of
    the Company no later than 5:00 p.m. (Toronto time) on
    Wednesday, April 27, 2005, or the last business day before
    any adjourned or postponed Meeting, at BCE Place, Canada Trust
    Tower, Suite 3700, 161 Bay Street, P.O. Box 212,
    Toronto, Ontario, M5J 2S1 or by facsimile at
    (416) 861-8243.
|
| |  | You may attend the Meeting and notify the
    Chairman of the Meeting prior to the commencement of the Meeting
    that you have revoked your proxy.                                                                                                                                                                                                                                                                                 
|
| |  | You may revoke your proxy in any other manner
    permitted by law.                                                                                                                                                                                                                                                                                                                                                                  

Revoking
Your Voting Instructions for BGI Exchangeable
Shares

If you give voting instructions to Computershare,
you may revoke the voting instructions at any time before the
BGI Exchangeable Shares are voted by doing any one of the
following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | You may send another voting instruction form with
    a later date to the Toronto office of Computershare, but it must
    reach Computershare by 5:00 p.m. (Toronto time) on Tuesday,
    April 26, 2005 or the second last business day before any
    adjourned or postponed Meeting to be sure that Computershare has
    enough time to process the change.                                                                                       
|
| |  | You may deliver a signed written statement,
    stating that you want to revoke your voting instructions, to the
    Secretary of the Company no later than 5:00 p.m. (Toronto
    time) on Tuesday, April 26, 2005, or the second last
    business day before any adjourned or postponed Meeting at BCE
    Place, Canada Trust Tower, Suite 3700, 161 Bay Street, P.O.
    Box 212, Toronto, Ontario, M5J 2S1 or by facsimile at
    (416) 861-8243.
|
| |  | If you are a registered holder of BGI
    Exchangeable Shares, you may attend the Meeting, revoke your
    voting instructions to Computershare, appoint yourself as proxy
    and vote in person.                                                                                                                                                                                                                                                     

ADDITIONAL MATTERS PRESENTED AT THE ANNUAL
MEETING

The enclosed proxy form or voting instruction
form confers discretionary authority upon the persons named as
proxies therein with respect to any amendments or variations to
the matters identified in the Notice of Meeting and with respect
to other matters which may properly come before the Meeting.

4



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##### 



If you sign and return the proxy form for Barrick
Common Shares and any matter is presented at the Meeting in
addition to the matters described in the Notice of Meeting, the
Barrick officers named as proxies will vote in their best
judgment. If you give Computershare authority to vote your BGI
Exchangeable Shares, Computershare has advised Barrick that it
will vote on any additional matters as recommended by
Barricks management. When this Circular went to press,
management of Barrick was not aware of any matters to be
considered at the Meeting other than the matters described in
the Notice of Meeting or any amendments or variations to the
matters described in such notice.

VOTING SHARES AND PRINCIPAL HOLDERS

The Barrick Common Shares and the Special Voting
Share are the only shares entitled to vote directly at the
Meeting. As at Thursday, March 10, 2005,
534,040,755 Barrick Common Shares and one Special Voting
Share were issued and outstanding. The holders of Barrick Common
Shares are entitled to one vote per share. Computershare, the
holder of the Special Voting Share, is entitled to cast the
number of votes equal to the number of BGI Exchangeable Shares
outstanding (excluding those owned by Barrick and its
subsidiaries) multiplied by 0.53. Computershare will cast these
votes as directed by the holders of the BGI Exchangeable Shares
on the basis of 0.53 votes per BGI Exchangeable Share. To the
extent that a BGI Exchangeable Shareholder does not provide a
voting instruction form to Computershare, Computershare will not
cast the corresponding votes. As of Thursday, March 10,
2005, there were 1,394,188 BGI Exchangeable Shares
outstanding that were not owned by Barrick or its subsidiaries,
which would entitle the holder of the Special Voting Share to
cast 738,919 votes at the Meeting.

The presence of at least two people holding or
representing by proxy at least 20% of the total number of votes
attached to the issued shares entitled to vote at the Meeting is
necessary for a quorum at the Meeting.

To the knowledge of the directors and senior
officers of Barrick, no person beneficially owns, directly or
indirectly, or exercises control or direction over, voting
securities carrying more than 10% of the voting rights attached
to any class of voting securities of the Company.

ELECTION OF DIRECTORS

It is proposed that the 13 people listed
below be nominated for election as directors of Barrick to hold
office until the next annual meeting or until their successors
are elected or appointed. All of the proposed nominees are
currently directors of Barrick and have been since the dates
indicated. The Articles of the Company provide for a minimum of
five and a maximum of 20 directors.

Unless otherwise instructed, proxies and voting
instructions given pursuant to this solicitation by the
management of Barrick will be voted for the election of the
proposed nominees. If any proposed nominee is unable to serve as
a director, the individuals named in the enclosed form of proxy
reserve the right to nominate and vote for another nominee in
their discretion.

Information Regarding Nominees for Election as
Directors

A brief statement of the business experience, age
and principal occupation for each person nominated for election
as a director is set out below. There are no contracts,
arrangements or understandings between any director or executive
officer or any other person pursuant to which any of the
nominees has been nominated. For information on attendance at
Board and Committee meetings, see Statement of Corporate
Governance Practices beginning on page 7.

5



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##### 



|                                                                  |  |          |      |                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                   |  | 
|----------------------------------------------------------------- |  | -------- | ---- | -------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------- |  | 
|                                                                  |  |          |      |                                              |  | Barrick Equity                                                                                                                                                                                                                                                                                                                                                                                 
|Name and Municipality                                             |  | Became a |      |                                              |  | Interests as at                                                                                                                                                                                                                                                                                                                                                                                
|of Residence (Age)                                                |  | Director |      | Principal Occupation for the Past Five Years |  | March 1, 2005(1)                                                                                                                                                                                                                                                                                                                                                                               
|                                                                  |  |          |      |                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                
|Howard L. Beck
    Toronto, Ontario (71)                          |  |          | 1984 |                                              |  | Corporate Director; prior to November 2002,
    Chairman, Wescam Inc. (design and manufacture of stabilized
    imagery and transmission systems).                                                                                                                                                                                                                                              |  | Shares 189,144DSUs 4,379Options 100,000          
|C. William D. Birchall
    Nassau, Bahamas (62)                   |  |          | 1984 |                                              |  | Chief Executive Officer of Barricks
    subsidiary, ABX Financeco Inc.; prior to January 2004, Corporate
    Director; prior to May 2002, Vice Chairman, TrizecHahn
    Corporation (real estate).                                                                                                                                                                                             |  | Shares 50,000DSUs 2,648Options 350,000           
|Gustavo Cisneros
    Caracas, Venezuela (59)                      |  |          | 2003 |                                              |  | Chairman and Chief Executive Officer, Cisneros
    Group of Companies (private holding group).                                                                                                                                                                                                                                                                                                  |  | Shares NilDSUs 4,047Options 100,000              
|Marshall A. Cohen
    Toronto, Ontario (69)                       |  |          | 1988 |                                              |  | Counsel, Cassels, Brock & Blackwell LLP
    (Barristers and Solicitors).                                                                                                                                                                                                                                                                                                                        |  | Shares 4,000DSUs 4,379Options 100,000            
|Peter A. Crossgrove Toronto, Ontario (68)                         |  |          | 1993 |                                              |  | Chairman, Masonite International Corporation
    (door manufacturing).                                                                                                                                                                                                                                                                                                                          |  | Shares 5,000DSUs 2,648Options 50,000             
|Peter C. Godsoe
    Toronto, Ontario (66)                         |  |          | 2004 |                                              |  | Corporate Director; prior to March 2004,
    Chairman, The Bank of Nova Scotia (financial services); prior to
    December 2003, Chairman and Chief Executive Officer, The Bank of
    Nova Scotia.                                                                                                                                                                                             |  | Shares 1,500DSUs 1,542Options Nil                
|Angus A. MacNaughton Danville, California (73)                    |  |          | 1986 |                                              |  | President, Genstar Investment Corporation
    (investment company).                                                                                                                                                                                                                                                                                                                             |  | Shares 25,000DSUs 2,648Options 100,000           
|The Right Honourable
    Brian Mulroney
    Montreal, Quebec (65) |  |          | 1993 |                                              |  | Chairman, International Advisory Board of
    Barrick; Senior Partner, Ogilvy Renault (Barristers and
    Solicitors); former Prime Minister of Canada.                                                                                                                                                                                                                                         |  | Shares 1,000 DSUs NilOptions 550,000             
|Anthony Munk
    New York, New York (44)                          |  |          | 1996 |                                              |  | Managing Director, Onex Investment Corp.
    (diversified manufacturing and service company); prior to May
    2001, Vice-President, Onex Corporation.                                                                                                                                                                                                                                          |  | Shares 5,000DSUs 2,648 Options 150,000           
|Peter Munk
    Toronto, Ontario (77)                              |  |          | 1984 |                                              |  | Chairman of Barrick; Chairman, Trizec Properties,
    Inc. (real estate) and Chairman, President and Chief Executive
    Officer, Trizec Canada Inc. (real estate); prior to May 2002,
    Chairman, TrizecHahn Corporation (real estate).                                                                                                                                                      |  | Shares 1,500,000(2)DSUs NilOptions 2,650,000     
|Joseph L. Rotman(3)Toronto, Ontario (70)                          |  |          | 1984 |                                              |  | Chairman and Chief Executive Officer, Roy-L
    Capital Corporation (private holding company).                                                                                                                                                                                                                                                                                                  |  | Shares 100,000DSUs 2,648Options 100,000          
|Steven J. Shapiro
    Houston, Texas (52)                         |  |          | 2004 |                                              |  | Executive Vice President and Chief Financial
    Officer, Burlington Resources, Inc. (oil and gas exploration and
    production); prior to January 2003, Senior Vice President and
    Chief Financial Officer, Burlington Resources, Inc.; prior to
    October 2000, Senior Vice President and Chief Financial Officer,
    Vastar Resources, Inc. (oil and gas exploration and production). |  | Shares 3,000DSUs 541Options Nil                  
|Gregory C. Wilkins
    Toronto, Ontario (49)                      |  |          | 1991 |                                              |  | President and Chief Executive Officer of Barrick;
    prior to February 2003, Corporate Director; prior to May 2002,
    Vice Chairman, TrizecHahn Corporation (real estate); prior to
    March 2001, President and Chief Operating Officer, TrizecHahn
    Corporation.                                                                                                                       |  | Shares 20,000DSUs NilOptions 1,475,000RSUs 43,750



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The information about Barrick Common Shares
    beneficially owned, directly or indirectly, or over which
    control or direction is exercised, not being within the
    knowledge of Barrick, has been furnished by the respective
    nominees. Unless otherwise indicated, (a) beneficial
    ownership is direct and (b) the person indicated has sole
    voting and investment power.                            
|   
|(2) | Mr. Peter Munk is the Chairman and Chief
    Executive Officer of Trizec Canada Inc. and owns shares of
    Trizec Canada Inc. which represent a significant equity interest
    and a majority of the voting power in Trizec Canada Inc.
    TrizecHahn Corporation, a wholly-owned subsidiary of Trizec
    Canada Inc., owns 30,299,558 Barrick Common Shares
    (approximately 5.7%). Mr. Munk disclaims beneficial

6



---



##### 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | ownership of the shares of Barrick owned by
    TrizecHahn Corporation. Family members of Mr. Peter Munk
    own 1,600 common shares of Barrick (excluding those shares
    owned by Mr. Anthony Munk, who is a director of Barrick).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(3) | Mr. Joseph L. Rotman has been a
    director of other companies which during the past ten years have
    been the subject of a cease trade or similar order while
    Mr. Rotman was acting as a director of such companies.
    Livent Inc. was the subject of a cease trade order issued by the
    Ontario Securities Commission on August 7, 1998 following
    the discovery of accounting irregularities. In November 1998,
    Livent Inc. filed a voluntary petition under Chapter 11 of
    the U.S. Bankruptcy Code and filed for protection under the
    Companies Creditors Arrangement Act in Canada. The cease
    trade order was revoked effective November 20, 1998, and
    Mr. Rotman resigned as a director of Livent Inc. on
    September 29, 1999. Paragon Entertainment Corporation made
    a filing under the Companies Creditors Arrangement Act in
    April 1998; Mr. Rotman resigned as a director of Paragon in
    June 1998.



---

STATEMENT OF CORPORATE GOVERNANCE
PRACTICES

The following outlines Barricks current
corporate governance practices with respect to the various
matters addressed by the corporate governance guidelines of the
Toronto Stock Exchange (the TSX Guidelines) and the
corporate governance listing standards adopted by the New York
Stock Exchange (the NYSE Standards). Although, as a
regulatory matter, the majority of the NYSE Standards are not
directly applicable to Barrick as a Canadian company, during
2003 and 2004, Barrick implemented a number of additional
governance structures and procedures to comply with the
requirements of the NYSE Standards. There are no significant
differences between Barricks corporate governance
practices and the NYSE Standards applicable to
U.S. companies.

Constitution and Functioning of the Board of
Directors

The Board of Directors is currently comprised of
14 directors. The size and composition of the Board
reflects a breadth of backgrounds and experience that is
important for effective governance of an international
corporation in the mining industry. The Board is able to
function effectively and efficiently at its current size.
However, it is proposed that 13 directors be elected at the
Meeting, as Mr. J. E. Thompson will not be
standing for re-election. Mr. Thompson has advised the
Board that, due to other commitments, he has decided not to
stand for re-election as a director of Barrick.

During 2004, two additional independent directors
were added to the Board (P.C. Godsoe and
S.J. Shapiro). With the assistance of the Corporate
Governance and Nominating Committee, the Board of Directors has
considered the relationship to Barrick of each of the nominees
for election by the shareholders and has determined that eight
of the 13 directors are independent(1) (H.L.
Beck, G. Cisneros, M.A. Cohen, P.A. Crossgrove,
P.C. Godsoe, A.A. MacNaughton, J.L. Rotman and
S.J. Shapiro). Four of the directors who are considered
non-independent are officers or employees of Barrick or its
subsidiaries (C.W.D. Birchall, B. Mulroney,
P. Munk and G.C. Wilkins). One of the non-independent
directors (A. Munk) is a member of the Chairmans
family.

Barrick has an experienced Board of Directors
that has made a significant contribution to Barricks
success. The Board is satisfied that it is not constrained in
its access to information, in its deliberations or in its
ability to satisfy the mandate established by law to supervise
the business and affairs of Barrick and that there are
sufficient systems and procedures in place to allow the Board to
function independently. The Board holds regularly scheduled
sessions throughout the year during which the independent
directors meet in the absence of the non-independent directors
and management. The independent sessions are presided over by
the Lead Director, P.C. Godsoe. The Lead Director was
elected by the independent directors to preside at the
independent sessions and to perform such other duties as the
Board may determine.





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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In assessing the status of each directors
    independence, the independence criteria set out in the NYSE
    Standards and all relevant facts and circumstances have been
    applied and considered. In addition, the independence assessment
    encompasses the concept of unrelated director as set
    out in the TSX Guidelines, being a director who is independent
    of management and is free from any interest and any business or
    other relationship which could reasonably be perceived to
    materially interfere with the directors ability to act
    with a view to the best interests of the Company, other than
    interests and relationships arising solely from shareholdings.

7



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Mandate of the Board of Directors, Its
Committees and Management

The Board of Directors is responsible for
overseeing management of the Company and determining
Barricks strategy. Management is responsible for
Barricks day-to-day operations, proposing its strategic
direction and presenting budgets and business plans to the Board
of Directors for approval. The Board looks to management to keep
it apprised of all significant developments affecting Barrick
and its operations. All major acquisitions, dispositions and
investments, as well as significant financings and other
significant matters outside the ordinary course of
Barricks business, are subject to approval by the Board of
Directors. Formal mandates for the Board of Directors and the
Chief Executive Officer have not been considered necessary since
the relative allocation of responsibility is well understood by
both management and the Board.

Action by the Board of Directors or Committees
may be taken at a regularly held meeting or at a meeting held by
conference call or by written consent. There were six meetings
of the Board of Directors during 2004. All of the directors
attended all of the regularly scheduled Board meetings during
2004, with the exception of S.J. Shapiro, who was appointed
to the Board in September 2004 and who attended all of the
meetings held subsequent to his appointment, and G. Cisneros,
who attended four of the six regularly scheduled meetings.

The Board of Directors has established six
Committees, all of which have written mandates.

Committees

Corporate
Governance and Nominating Committee

The purpose of the Corporate Governance and
Nominating Committee is to assist the Board in establishing
Barricks corporate governance policies and practices
generally, identifying individuals qualified to become members
of the Board, reviewing the composition of the Board and its
Committees, evaluating the functioning of the Board and its
Committees on an annual basis, and making recommendations to the
Board of Directors as appropriate. The Committees mandate
provides that in considering nominees to the Board of Directors,
the Committee shall consider the current composition of the
Board and assess the ability of candidates to contribute to the
effective oversight of the management of the Company, taking
into account the needs of the Company and the individuals
background, experience, perspective, skills and knowledge that
are appropriate and beneficial to Barrick. New members of the
Board of Directors are provided with the necessary information
about Barrick, its business and the factors that affect its
performance by management and by other members of the Board. The
Committee is also responsible for Barricks response to the
TSX Guidelines and the NYSE Standards and reviewing and
approving the annual disclosure relating to such guidelines and
standards. The Committee holds regular in camerasessions, during which the members of the Committee meet in
the absence of management. The Committees mandate grants
it sole authority to retain and terminate legal or other
advisors, including any search firm to be used to identify
candidates for nomination as directors, including sole authority
to approve the search firms fees and other retention
terms. The Committees mandate requires the Committee to
evaluate the functioning of the Committee on an annual basis.

The Committee identifies candidates for
appointment as independent directors, both through individuals
known to the Committee or other members of the Board and with
the assistance of an external search firm. The Committee reviews
Barricks corporate governance practices and procedures,
oversees annual evaluations of the functioning of the Board and
its Committees and reviews Barricks Corporate Governance
Guidelines and Code of Business Conduct and Ethics.

The Corporate Governance and Nominating Committee
is comprised entirely of independent directors (M.A. Cohen,
P.C. Godsoe and A.A. MacNaughton). There were three
meetings of the Committee during 2004. All of the members of the
Committee attended all of the meetings with the exception of
Mr. Godsoe, who was appointed to the Committee in February
2004 and who attended both meetings held subsequent to his
appointment.

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Audit
Committee

The purpose of the Audit Committee is to assist
the Board in its oversight of the integrity of: Barricks
financial reporting process and the quality, transparency and
integrity of its financial statements and other related public
disclosures; the Companys internal controls over financial
reporting; compliance with legal and regulatory requirements
relevant to Barricks financial statements; the external
auditors qualifications and independence; and the
performance of the internal audit function and the external
auditors.

The Committee is responsible for retaining and
terminating, and/or making recommendations to the Board and the
shareholders relating to the retention or termination of, the
external auditors and communicating to them that they are
ultimately accountable to the Committee and the Board as the
representatives of the shareholders. The Committee also reviews
the external audit plan and the results of the audit, reviews
with the external auditors any audit problems or difficulties
and managements response, approves all audit engagement
fees and terms and pre-approves all permitted non-audit services
to be performed by the external auditors. The Committee reviews
and recommends to the Board for approval the Companys
annual and quarterly financial statements and related
managements discussion and analysis and discusses with
management the Companys earnings press releases, as well
as financial information and earnings guidance (if any). The
Committee reviews and discusses with management, the external
auditors and the head of internal audit the effectiveness of the
Companys internal controls over financial reporting and
the responsibilities and effectiveness of the Companys
internal audit function. The Committee also discusses with
management the Companys process with respect to risk
assessment and risk management as they relate to internal
controls over financial reporting.

The Committee has direct communication channels
with the Companys internal and external auditors. All of
the members of the Committee are financially literate and at
least one member has accounting or related financial management
expertise. The Board has determined that S.J. Shapiro, a
member of the Committee, is an audit committee financial
expert as defined by U.S. Securities and Exchange
Commission (SEC) rules. The rules adopted by the SEC indicate
that the designation of Mr. Shapiro as an audit committee
financial expert will not deem him to be an expert
for any purpose or impose any duties, obligations or liability
on Mr. Shapiro that are greater than those imposed on
members of the Committee and Board of Directors who do not carry
this designation.

The Committee has established procedures for the
receipt, retention and treatment of complaints regarding
accounting, internal controls or auditing matters, and for the
confidential, anonymous submission by employees of the Company
of concerns regarding questionable accounting or auditing
matters. The Committee has set a hiring policy for employees or
former employees of the external auditors. The Committee holds
regular in camerasessions during which it meets
separately with each of management, the head of internal audit
and the external auditors. The mandate of the Committee grants
it authority to retain and terminate legal, accounting or other
advisors, including sole authority to approve the advisors
fees and other retention terms. The Committees mandate
also requires the Committee to evaluate the functioning of the
Committee on an annual basis.

The Audit Committee is comprised entirely of
independent directors (H.L. Beck, P.A. Crossgrove and
S.J. Shapiro). There were nine meetings of the Committee
during 2004. All of the members of the Committee attended all of
the meetings, with the exception of S.J. Shapiro, who was
appointed to the Committee in September 2004 and who attended
all of the meetings held subsequent to his appointment.
P.C. Godsoe was a member of the Committee from
March 1, 2004 to December 7, 2004, and attended all of
the meetings of the Committee held while he was a member.

The Company does not restrict the number of other
audit committees on which members of its Audit Committee may
serve. H.L. Beck and P.A. Crossgrove each currently
serve on the audit committees of three other public companies.
The Board has determined that the service of Mr. Beck and
Mr. Crossgrove on the audit committees of such other
companies does not impair their ability to effectively serve on
the Committee, particularly given their experience as directors
of public companies and the fact that each is retired from
full-time employment.

9



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Compensation
Committee

The purpose of the Compensation Committee is to
assist the Board in monitoring, reviewing and approving
Barricks compensation policies and practices and
administering Barricks share compensation plans. The
Committee reviews and makes recommendations to the Board with
respect to the corporate goals and objectives relevant to the
compensation of the Chief Executive Officer, evaluating the
performance of the Chief Executive Officer in light of those
goals and objectives, and recommends to the Board the
compensation level of the Chief Executive Officer based on this
evaluation. The Committee is also responsible for reviewing and
making recommendations to the Board with respect to director and
senior management compensation and succession planning for the
Chief Executive Officer and other senior executives. When
granting stock options, the Committee determines the number of
shares covered by each grant and the terms and conditions of the
option, subject to the specific provisions of the plan and the
approval of the Board of Directors. The Committee reviews the
remuneration of the directors from time to time to ensure that
it properly reflects the responsibilities associated with being
an effective director. The Committee holds regular in camerasessions, during which it meets in the absence of
management. The mandate of the Committee grants it sole
authority to retain and terminate legal or other advisors,
including compensation consultants, including sole authority to
approve the advisors fees and other retention terms. The
Committees mandate also requires the Committee to evaluate
the functioning of the Committee on an annual basis.

The Compensation Committee is comprised entirely
of independent directors (A.A. MacNaughton,
M.A. Cohen, P.A. Crossgrove and J.L. Rotman).
There were five meetings of the Compensation Committee in 2004.
All of the members of the Committee attended all of the meetings.

Environmental,
Occupational Health and Safety Committee

The purpose of the Environmental, Occupational
Health and Safety Committee is to review environmental and
occupational health and safety policies and programs, to oversee
Barricks environmental and occupational health and safety
performance, to monitor current and future regulatory issues and
to make recommendations, where appropriate, on significant
matters to the Board.

The Committee is comprised of two independent
directors (M.A. Cohen and P.A. Crossgrove) and one
non-independent director (J.E. Thompson). J.E. Thomson
will not be standing for re-election at the Meeting. There were
four meetings of the Environmental, Occupational Health and
Safety Committee during 2004. All of the members of the
Committee attended all of the meetings.

Finance
Committee

The purpose of the Finance Committee is to assist
the Board in monitoring and reviewing the financial structure
and investment and financial risk management programs of the
Company generally and to make recommendations to the Board of
Directors as appropriate.

The Finance Committee is comprised of three
non-independent directors (C.W.D. Birchall, A. Munk
and G.C. Wilkins) and one independent director
(A.A. MacNaughton). The fact that a majority of the members
are not independent is balanced by the fact that the
recommendations of the Committee are considered by the full
Board of Directors. There were four meetings of the Finance
Committee during 2004. All of the members of the Committee
attended all of the meetings.

Executive
Committee

The Executive Committee, during intervals between
the meetings of the Board of Directors, may exercise all the
powers of the Board (except those powers specifically reserved
by law to the Board of Directors). The Executive Committee was
created to facilitate Barricks activities from an
administrative perspective, but does not supplant the full Board
of Directors in the consideration of significant issues facing
the Company.

The Executive Committee is comprised of three
non-independent directors (P. Munk, B. Mulroney and
G.C. Wilkins) and one independent director
(A.A. MacNaughton). The Board of Directors believes that it
is

10



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acceptable that a majority of this Committee is
not independent. The nature of the Executive Committees
mandate requires its members to be available on very short
notice to deal with significant issues. All actions approved by
the Executive Committee are subsequently brought to the
attention of the full Board of Directors. There were no meetings
of the Executive Committee during 2004.


Corporate Governance Guidelines, Code of
Conduct and Committee Mandates

The Board of Directors has adopted a set of
Corporate Governance Guidelines to promote the effective
functioning of the Board and its Committees and to set forth a
common set of expectations as to how the Board should manage its
affairs and perform its responsibilities. Among other things,
the Corporate Governance Guidelines establish: minimum
attendance requirements for directors; minimum share ownership
requirements for directors (currently set at Barrick Common
Shares and/or Deferred Share Units having a value of at least
$200,000 to be achieved within a five-year period); and a
mandatory retirement age for directors of 70 years (with
directors serving on the Board as at January 1, 2003 being
exempt). In addition to the mandatory retirement age, directors
are required to tender their resignation for consideration by
the Corporate Governance and Nominating Committee and the Board
upon the occurrence of certain events such as a failure to meet
minimum attendance requirements, a change in principal
occupation or country of residence, or any other change in
personal or professional circumstances that might reasonably be
perceived as adversely affecting the directors ability to
effectively serve as a director of Barrick.

Barrick has adopted a Code of Business Conduct
and Ethics that is applicable to all directors, officers and
employees of Barrick. The Code addresses, among other things:
conflicts of interest; compliance with laws and regulations;
corporate opportunities; protection and proper use of Company
assets; confidentiality; and fair dealing. In conjunction with
the adoption of the Code, Barrick has established a toll-free
compliance hotline to allow for anonymous reporting of any
suspected Code violations, including concerns regarding
accounting, internal accounting controls, or other auditing
matters.

A copy of the Corporate Governance Guidelines,
the Code of Business Conduct and Ethics and the mandates of each
of the Committees of the Board, including the Audit Committee,
the Compensation Committee and the Corporate Governance and
Nominating Committee, are posted on Barricks website at
www.barrick.com.

Shareholder Communications

Barrick has procedures in place to provide for
effective communications with its shareholders. Barricks
management includes an investor relations department with
individuals experienced in, and dedicated to, working closely
with members of the investment community, institutional
investors and individual shareholders, and the Company has
procedures in place to obtain and appropriately deal with
feedback from its shareholders. In addition, the Company has
adopted a Disclosure Policy that confirms its commitment to
providing timely, factual and accurate disclosure of material
information about the Company to its shareholders, the financial
community and the public.

Shareholders may communicate directly with the
Lead Director or the Chairman of the Corporate Governance and
Nominating Committee by sending correspondence, marked to the
attention of the Lead Director or the Chairman of the Corporate
Governance and Nominating Committee, care of the Secretary at
the address of the Company set out at the beginning of this
Circular. Barricks Corporate Governance Guidelines require
that directors make every effort to attend the annual meeting of
shareholders. Twelve of thirteen directors attended the 2004
annual meeting. Mr. G. Cisneros was unable to attend, due
to a family emergency.

International Advisory Board

As Barricks activities expanded
internationally, the Board of Directors determined in 1995 that
the Company would benefit from the participation of certain
additional senior members of the global business and political
communities. Barrick has established an International Advisory
Board to provide advice as required to the Board of Directors
and management on geo-political and other strategic issues
affecting the Company. The

11



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International Advisory Board meets approximately
once per year and its members make themselves available
regularly for consultation and assistance with specific matters.


REPORT ON EXECUTIVE COMPENSATION

Composition and Responsibility of
Committee

The Compensation Committee is responsible for
reviewing and making recommendations to the Board of Directors
with respect to Barricks compensation policies and
practices, reviewing and making recommendations to the Board of
Directors with respect to the compensation of the Chairman and
of the Chief Executive Officer, reviewing and approving the
compensation of all other senior management, reviewing and
making recommendations to the Board relating to succession
planning with respect to the Chief Executive Officer and other
senior executives and administering Barricks stock option,
restricted share unit and directors deferred share unit
plans. The Compensation Committee bases its recommendations on
Barricks established policies and on the performance of
the individual and of the Company. The members of the
Compensation Committee are A.A. MacNaughton,
M.A. Cohen, P.A. Crossgrove and J.L. Rotman. With
the exception of Mr. MacNaughton, none of the members of
the Compensation Committee is or formerly was an officer or
employee of Barrick or its subsidiaries. Until December 4,
2002, Mr. MacNaughton served as a non-executive Vice
Chairman of Barrick, but he received no remuneration for acting
in that position.

Compensation Philosophy and
Objectives

Barricks principal goal is to create value
for its shareholders. The Company believes that compensation
programs for directors, officers and employees should reflect
the interests of shareholders in advancing this goal.

Barricks executive compensation philosophy
is founded on four principal objectives: (1) aligning the
interests of executive officers with the short-and long-term
interests of shareholders; (2) linking executive
compensation to the performance of the Company and the
individual; (3) leveraging performance through emphasis on
variable compensation; and (4) compensating executive
officers at a level and in a manner that ensures that Barrick is
capable of attracting, motivating and retaining individuals with
exceptional executive skills.

The compensation of executive officers is
comprised of three principal components  annual
salary, annual performance bonuses and long-term incentives in
the form of stock options and restricted share units. In
addition, Barrick sponsors a retirement plan for officers of the
Company. (See Other Compensation Arrangements on
page 20.) The three main elements of executive compensation
are described below.

The Compensation Committee considers the
Companys record of performance in all of its compensation
reviews. In determining an executives compensation, the
Committee gives equal weight to the performance of the Company
and the individual. Executive performance is assessed against
predetermined financial, operational and strategic objectives,
with final cash compensation and long-term incentive awards
based on the individuals contribution to annual business
results and influence on strategy development and execution.

Under the Executive Compensation Plan,
compensation for senior executives is established with reference
to the disclosed compensation practices of companies in
Barricks peer comparison group which is comprised of
industry-leading, global, resource-based companies, with
approximately 35% of the companies being Canadian, 35% being
U.S.-based, and 30% being based outside of Canada and the United
States.

Under the plan, annual salaries, annual
performance bonuses and long-term incentives are established
with reference to the median percentile compensation level of
the Companys peer group. Executives may earn up to the
ninetieth percentile of the total direct compensation in the
peer group if both corporate and individual results reflect
outstanding performance.

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Components of Executive Compensation

As noted above, the Companys executive
compensation program has three components: annual salary, annual
performance bonuses, and long-term equity based compensation.

Annual
Salaries and Performance Bonuses

Annual salaries and performance bonuses for the
Companys executive officers are targeted at the median
cash compensation levels of executives in Barricks peer
group.

To ensure Barrick continues to attract and retain
qualified and experienced executives, the Committee reviews and
adjusts salaries periodically. Annual performance bonuses for
executive officers are determined based on the Companys
performance and success in achieving its goals during the year,
together with the performance of each executive relative to key
individual performance objectives. The performance criteria
considered in determining performance bonus awards vary in
accordance with the position and responsibilities of the
executive being evaluated. The significant considerations in
determining performance bonuses for executive officers include
operating, financial, corporate development, share price
performance and organizational indicators, as well as individual
achievements that demonstrate a contribution to corporate
growth. A summary of the Companys 2004 performance
highlights considered by the Compensation Committee is provided
under  Review of 2004 Performance.

Long-term
Incentives

Barrick grants long-term incentives to its
executive officers in the form of stock options and restricted
share units.

The purpose of the Companys stock option
plan is to: (1) ensure that an incentive exists to maximize
shareholder value by tying executive compensation to share price
performance; and (2) reward those executives making a
long-term commitment to the Company. Stock options are directly
linked to increases in the wealth of shareholders and the
individuals contribution to that central goal. Barrick
believes that stock options play an important role in building
shareholder value. Options to purchase Barrick Common Shares are
granted by the Compensation Committee at not less than the
closing price of the Barrick Common Shares on the business day
immediately prior to the date of grant.

The Committee takes into account each
executives stock option and restricted share unit
position, market peer group benchmark and individual performance
when determining whether and how many new stock option grants
will be made to executive officers.

According to the provisions of the Amended and
Restated Stock Option Plan (the Amended and Restated
Plan), the Compensation Committee determines the number of
shares to be optioned, the option price, the extent to which
each option is exercisable from time to time during the term of
the option, and any other provisions with respect to such
option. If the Compensation Committee fails to make a
determination with respect to any of these matters, the option
is exercisable within five years from the date of grant with not
more than one-fifth of the shares covered by the option
available for vesting during any one of such years. The
Committees practice under the Amended and Restated Plan
has been to grant options having a term of ten years, vesting
over a period of four years.

In 2004, shareholder and regulatory approval was
obtained to implement Barricks Stock Option Plan (2004)
(the 2004 Plan). In general, the 2004 Plan contains
additional and more restrictive provisions than the Amended and
Restated Plan. Under the 2004 Plan, the Compensation Committee
determines the number of shares to be optioned, the option
price, the extent to which each option is exercisable from time
to time during the term of the option, and any other provisions
with respect to such option. Options granted under the 2004 Plan
expire not later than seven years after the date of grant. If
the Compensation Committee fails to make a determination with
respect to any of these matters, the option is exercisable
within four years from the date of grant with not more than
one-fourth of the shares covered by the option available to be
taken up during any one of such years. Repricing of options is
expressly prohibited under the 2004 Plan.

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The 2004 Plan provides that the Compensation
Committee, subject to the approval of the Board of Directors,
may determine performance measures to be met as a pre-condition
to the granting or vesting of an option. These performance
measures can be either for the Company as a whole or the
individual. Under the 2004 Plan, the Compensation Committee may
consider one or more of the following performance measures: net
income, cash flow, net asset value, production performance,
production growth and reserve growth. Individual performance
measures that the Compensation Committee may implement may vary
based on an executives ability to affect business results.

In approving option grants for 2004, the
Compensation Committee considered individual performance and
Company performance, including share price performance,
operating and financial performance, development and reserves
and organizational development, a summary of which is provided
under  Review of 2004 Performance.

Options granted by the Compensation Committee
under the Amended and Restated Plan and the 2004 Plan are
subject to approval by the Board of Directors. Options are not
transferable. See Equity Compensation Plan
Information on page 22 for a discussion of the
Companys stock option plans.

In 2001, Barrick implemented a restricted share
unit (RSU) plan. In lieu of granting actual shares,
a specific number of units that each have a value equal to one
Barrick Common Share are granted. RSUs vest and will be paid out
in cash on the third anniversary of the date of grant, with each
RSU having a value equal to the then current market price of one
Barrick Common Share. Additional RSUs are credited to reflect
dividends paid on Barrick Common Shares. Similar to stock
options, RSUs reflect a philosophy of aligning the interests of
executives with those of the shareholders by tying executive
compensation to share price performance. In addition, RSUs are
intended to assist in the retention of qualified and experienced
executives by rewarding those individuals making a long-term
commitment to Barrick. It was recognized that the incentive and
retention value of stock options may be limited in circumstances
where, notwithstanding strong corporate and individual
performance, the share price performance may be negatively
impacted by external factors, such as a prolonged weakness in
the gold price. Unlike stock options, RSUs continue to provide
an incentive for executives to remain with Barrick during such
periods, while continuing to tie compensation to share price
performance, since the value of the RSUs increases or decreases
with the share price. RSUs are granted by the Compensation
Committee in order to reward efforts during the year of grant
and to provide an additional incentive for continued efforts to
promote the growth and success of Barricks business. RSUs
may be granted in conjunction with, or in lieu of, stock options.

The Committee used Company and individual
performance criteria with reference to the peer group long-term
incentive benchmarks to determine the appropriate financial
value of the long-term incentive to award to each executive.
Seventy five percent of that value was awarded to the executive
in stock options (as determined by a Black-Scholes valuation).
In 2004, seven senior executives had the option of receiving the
remaining 25% of long-term incentive value in either stock
options or RSUs. The Company granted 131,250 RSUs in 2004.

Share
Ownership Expectation

The Board of Directors has a share ownership
expectation for senior executives. By 2008, all senior
executives are required to own a designated number of Barrick
Common Shares related to their position with the Company.
Executives may designate unvested RSUs such that they will count
towards this total until vesting. RSUs vest on the third
anniversary of the date of grant and are paid out in cash
shortly after vesting. The Chief Executive Officer is required
to hold three times his 2003 pre-tax salary in Barrick Common
Shares.

The Chief Operating Officer and other senior
executives are required to hold two times and one times their
salary, respectively.

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Review of 2004 Performance

2004 was a successful year for Barrick and its
shareholders. Highlights for 2004 based on Company performance
are summarized below:

Barricks share price appreciated 6.65% for
the year ended December 31, 2004, outperforming senior gold
producers Newmont Mining Corporation, Placer Dome Inc.,
Anglogold Ashanti Limited and Gold Fields Limited. The spot gold
price appreciated 5.54% during 2004. During 2004, Barrick
produced 4.96 million ounces of gold at an average total cash
cost per ounce of $212(1), achieving the
Companys original guidance for the year. Gold production
at Goldstrike Open Pit, Goldstrike Underground and Pierina more
than offset lower production at Plutonic, Round Mountain, Darlot
and Eskay Creek mine sites.

Despite an environment of rising commodity
prices, appreciation of major currencies against the
U.S. dollar, and increased royalty and mining tax payments
driven by higher spot gold prices, Barrick met its total cash
cost guidance. Barricks currency and commodity hedge
programs enabled it to mitigate these impacts on total cash
costs per ounce and operating cash flow.

Barrick had net income of $248 million
($0.46 per share) and operating cash flow of
$506 million ($0.95 per share) in 2004. Barricks
earnings include an after-tax opportunity cost of
$89 million ($0.17 per share) due to its voluntary
reduction of its gold hedge position at prices below the average
spot gold price. During 2004, Barrick exceeded its target (of
1.5 million ounces) for reducing its gold hedge position
with a reduction of 2.0 million ounces.

Barrick secured capital resources to fund its
development through a nine-year commitment in Argentina for
$250 million in Veladero project financing and a
$750 million public debenture offering. It also optimized
its capital structure through a share buy-back program. At the
same time, the Company has the industrys only A-rated
balance sheet, as rated by Standard & Poors, and to
date has funded its current development projects without issuing
equity.

Barrick continues to support and shape its growth
profile, including a focus on its Russian and Central Asian
strategy. Barrick made steady progress on its development of
four new mines, with three of four planned to enter production
in 2005. Construction is proceeding on schedule for Lagunas
Norte in the Alto Chicama district in Peru, Veladero in
Argentina, and Cowal in Australia, and the first gold pour is
expected at Tulawaka in Tanzania in March 2005. Barrick is
making progress in planning for its Pascua-Lama Project which
straddles the Chilean and Argentine border, its fifth
development project, and East Archimedes which is located in
Nevada, its sixth development project.

At year-end, Barrick had proven and probable
reserves of 89.1 million ounces of gold based on a
$375 gold price, after producing 4.96 million ounces,
compared to reserves of 86 million ounces based on a
$325 gold price in 2003, more than replacing 2004
production.(2) Exploration projects at operating and
non-operating sites contributed to reserve increases in 2004.

During 2004, Barrick implemented a number of
initiatives to strengthen its organization, including making
changes to Board composition and practices as part of continued
corporate governance enhancements. An organizational redesign
was fully implemented in 2004. The design consolidates
life-of-mine accountabilities under the Chief Operating Officer
and establishes regional business units to add greater value to
the global enterprise.





---

|    |                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | For an explanation of non-GAAP measures, see
    pages 67 to 70 of Managements Discussion and Analysis
    of Financial and Operating Results in the Companys 2004
    Annual Report.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Reserves are calculated in accordance with
    National Instrument 43-101 as required by Canadian
    securities regulatory authorities and, for U.S. reporting
    purposes, Industry Guide 7 (under the Securities and
    Exchange Act of 1934) as interpreted by Staff of the SEC. For a
    breakdown of reserves by category and additional information on
    reserves, see the tables and related footnotes on pages 125
    to 129 in the Companys 2004 Annual Report.

15



---



##### 



Compensation of the Chief Executive
Officer

The components of total compensation for the
Chief Executive Officer are the same as those which apply to
other senior executive officers of Barrick, namely, annual
salary and performance bonus, and long-term incentives.
Gregory C. Wilkins has served as President and Chief
Executive Officer since February 12, 2003.

Consistent with the Companys philosophy of
targeting salaries and performance bonuses for the
Companys executive officers at median levels of executives
in Barricks peer group, Mr. Wilkins annual
salary is intended to reflect annual salaries paid to the chief
executive officers in the peer comparison group identified under
 Compensation Philosophy and Objectives.

During 2004, Mr. Wilkins was paid a salary
of $805,369. In determining his compensation, the Committee gave
equal weight to Company and individual performance. In December
2004, the Committee reviewed Mr. Wilkins performance,
taking into consideration his leadership role in strategy
implementation, share price performance, operating and financial
performance, project development and organizational development
of the Company, a summary of which is provided under
 Review of 2004 Performance above. This
assessment resulted in the Committee awarding Mr. Wilkins a
performance bonus of $872,483 in recognition of the
Companys results and his performance during 2004. In
addition, on December 7, 2004, Mr. Wilkins was awarded
500,000 stock options, of which he elected to receive 375,000 in
stock options and 43,750 in restricted share units. The stock
options were granted at an exercise price of $23.80, the closing
price on the Toronto Stock Exchange on the date immediately
preceding the date of grant, converted to United States dollars
using the Bank of Canada noon rate on that date. In assessing
the appropriate award level for Mr. Wilkins, the Committee
considered the objectives of the Companys long-term
incentive plans.

The foregoing report is submitted by the
Compensation Committee of the Board of Directors:

Angus A. MacNaughton (Chairman)

M.A. Cohen


Peter A. Crossgrove


Joseph L. Rotman


16



---



##### 



COMPENSATION OF NAMED EXECUTIVE
OFFICERS

The table below provides compensation information
for the three financial years ended December 31, 2004 for
the Chief Executive Officer and Chief Financial Officer and the
three other most highly compensated executive officers of
Barrick (collectively referred to as the Named Executive
Officers) measured by base salary and cash bonus during
the financial year ended December 31, 2004.

Summary Compensation
Table(1)

|                            |  |      |  |                     |  |                        |  |                 |     |            |  |               |           |                 |  |                 |           |  |  |   |         |  |  |   |         | 
|--------------------------- |  | ---- |  | ------------------- |  | ---------------------- |  | --------------- | --- | ---------- |  | ------------- | --------- | --------------- |  | --------------- | --------- |  |  | - | ------- |  |  | - | ------- | 
|                            |  |      |  |                     |  |                        |  |                
|                            |  |      |  | Annual Compensation |  | Long-Term Compensation |  |                
|                            |  |      |  |                     |  |                        |  |                
|                            |  |      |  |                     |  | Securities             |  | Current Year    |     |            |  |              
|                            |  |      |  |                     |  | under                  |  | Awards          |     |            |  |              
|                            |  |      |  |                     |  | Other Annual           |  | Options         |     | Restricted |  |               |           | All Other      
|Name and Principal Position |  | Year |  | Salary              |  | Bonus                  |  | Compensation(2) |     | Granted    |  | ShareUnits(3) |           | LTIP Payouts(4) |  | Compensation(5)
|                            |  |      |  |                     |  |                        |  |                 |     |            |  |               |           |                 |  |                
|Peter Munk                  |  | 2004 |  | $604,027            |  | $335,570               |  | $               | Nil |            |  |               | 300,000   |                 |  | $               | Nil       |  |  | $ | Nil     |  |  | $ | Nil     | 
|Chairman                    |  | 2003 |  | 566,775             |  | 635,179                |  |                 | Nil |            |  |               | 300,000   |                 |  |                 | Nil       |  |  |   | Nil     |  |  |   | Nil     | 
|                            |  | 2002 |  | 554,140             |  | Nil                    |  |                 | Nil |            |  |               | 300,000   |                 |  |                 | Nil       |  |  |   | Nil     |  |  |   | Nil     | 
|Gregory C. Wilkins(6)       |  | 2004 |  | 805,369             |  | 872,483                |  |                 | Nil |            |  |               | 375,000   |                 |  |                 | 1,029,944 |  |  |   | Nil     |  |  |   | 265,965 | 
|President and Chief         |  | 2003 |  | 627,036             |  | 802,606                |  |                 | Nil |            |  |               | 1,000,000 |                 |  |                 | Nil       |  |  |   | Nil     |  |  |   | 216,144 | 
|Executive Officer           |  | 2002 |  |                    |  |                       |  |                 |    |            |  |               |          |                 |  |                 |          |  |  |   |        |  |  |   |        | 
|Peter J. Kinver(7)          |  | 2004 |  | 436,242             |  | 479,866                |  |                 | Nil |            |  |               | 150,000   |                 |  |                 | 411,978   |  |  |   | Nil     |  |  |   | 139,989 | 
|Executive Vice President    |  | 2003 |  | 103,506             |  | 44,300                 |  |                 | Nil |            |  |               | 310,000   |                 |  |                 | 74,514    |  |  |   | Nil     |  |  |   | 119,663 | 
|and Chief Operating Officer |  | 2002 |  |                    |  |                       |  |                 |    |            |  |               |          |                 |  |                 |          |  |  |   |        |  |  |   |        | 
|Patrick J. Garver           |  | 2004 |  | 436,242             |  | 436,242                |  |                 | Nil |            |  |               | 131,250   |                 |  |                 | 360,480   |  |  |   | 809,452 |  |  |   | 151,783 | 
|Executive Vice President    |  | 2003 |  | 358,306             |  | 403,257                |  |                 | Nil |            |  |               | 66,000    |                 |  |                 | 429,091   |  |  |   | Nil     |  |  |   | 138,701 | 
|and General Counsel         |  | 2002 |  | 318,471             |  | 95,541                 |  |                 | Nil |            |  |               | 150,000   |                 |  |                 | Nil       |  |  |   | Nil     |  |  |   | 83,377  | 
|Jamie C. Sokalsky           |  | 2004 |  | 392,617             |  | 318,792                |  |                 | Nil |            |  |               | 212,500   |                 |  |                 | 308,983   |  |  |   | 809,452 |  |  |   | 124,970 | 
|Executive Vice President    |  | 2003 |  | 358,306             |  | 259,935                |  |                 | Nil |            |  |               | 50,000    |                 |  |                 | 372,547   |  |  |   | Nil     |  |  |   | 105,650 | 
|and Chief Financial Officer |  | 2002 |  | 302,548             |  | 95,541                 |  |                 | Nil |            |  |               | 150,000   |                 |  |                 | Nil       |  |  |   | Nil     |  |  |   | 68,843  | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Compensation, which is paid in Canadian dollars,
    is reported in United States dollars. For the purpose of
    presentation of cash-based compensation, the rates of exchange
    used to convert Canadian dollars to United States dollars are
    consistent with the rates used for the measurement of Canadian
    dollar expenses in the Companys consolidated financial
    statements. The average rates used in each year were: 2002
     1.57, 2003  1.535, 2004  1.49 except with
    respect to restricted share units, in which case the Bank of
    Canada noon rate on the applicable grant day was used.       
|   
|(2) | Perquisites and other personal benefits do not
    exceed the lesser of Cdn$50,000 and 10% of the total annual
    salary and bonus for the Named Executive Officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(3) | Amounts shown represent restricted share units
    (RSUs), valued as of the grant date. As at
    December 31, 2004, the aggregate number and value of RSUs
    held by the Named Executive Officers were as follows: G.C.
    Wilkins  $1,054,129, consisting of 43,750 RSUs; J.C.
    Sokalsky  $730,807, consisting of 30,331 RSUs;
    P.J. Kinver  $504,560, consisting of 20,941 RSUs; and
    P.J. Garver  $916,177, consisting of 38,025 RSUs. RSUs
    vest and become payable on the third anniversary of the date of
    grant. Additional RSUs are credited to reflect dividends paid on
    Barrick Common Shares.
|   
|(4) | The amounts for 2004 for Mr. Garver and
    Mr. Sokalsky are payouts of RSUs that were granted to these
    officers in 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(5) | Amounts include amounts accrued pursuant to the
    Officer Retirement Plan (see Other Compensation
    Arrangements on page 20). The amount for 2003 for Mr.
    Kinver includes a special payment of $100,000 upon his
    commencement of employment with the Company.                                                                                                                                                                                                                                                                                                                                                          
|   
|(6) | Mr. Wilkins was appointed President and
    Chief Executive Officer on February 12, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(7) | Mr. Kinver was appointed as an officer of
    Barrick on September 9, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

17



---



##### 



The following table provides information on
restricted share units granted in 2004 to the Named Executive
Officers.

Long-Term Incentive Awards During Financial
Year Ended December 31, 2004(1)

|                   |  |                      |        |             |  |  |                  | 
|------------------ |  | -------------------- | ------ | ----------- |  |  | ---------------- | 
|                   |  | Number of Restricted |        | Maturity or
|Name               |  | Share Units          |        | Payout Date
|                   |  |                      |        |            
|Peter Munk         |  |                      | Nil    |             |  |  |                 | 
|Gregory C. Wilkins |  |                      | 43,750 |             |  |  | December 7, 2007 | 
|Peter J. Kinver    |  |                      | 17,500 |             |  |  | December 7, 2007 | 
|Patrick J. Garver  |  |                      | 15,313 |             |  |  | December 7, 2007 | 
|Jamie C. Sokalsky  |  |                      | 13,125 |             |  |  | December 7, 2007 | 






|    |                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Each restricted share unit (RSU) has
    a value equal to one Barrick Common Share. RSUs vest and will be
    paid out in cash on the third anniversary of the date of grant,
    with each RSU having a value equal to the then current market
    price of one Barrick Common Share. Additional RSUs are credited
    to reflect dividends paid on Barrick Common Shares.



---

OPTIONS OF NAMED EXECUTIVE OFFICERS

The following table provides information on the
stock options granted in 2004 to the Named Executive Officers.

Option Grants During Financial Year Ended
December 31, 2004

|                   |  |               |         |                    |  |             |      |                    |  |            |       |  |  |   |       |  |  |  |                  | 
|------------------ |  | ------------- | ------- | ------------------ |  | ----------- | ---- | ------------------ |  | ---------- | ----- |  |  | - | ----- |  |  |  | ---------------- | 
|                   |  |               |         |                    |  |             |      | Market Value of    |  |           
|                   |  |               |         |                    |  |             |      | Common Shares      |  |           
|                   |  |               |         | % of Total Options |  |             |      | Underlying Options |  |           
|                   |  | Common Shares |         | Granted to         |  | Exercise or |      | on the             |  |           
|                   |  | under Options |         | Employees in       |  | Base Price  |      | Date of Grant      |  | Expiration
|Name               |  | Granted       |         | 2004               |  | ($/Share)   |      | ($/Share)          |  | Date(1)   
|                   |  |               |         |                    |  |             |      |                    |  |           
|Peter Munk         |  |               | 300,000 |                    |  |             | 5.3% |                    |  | $          | 23.80 |  |  | $ | 23.80 |  |  |  | December 6, 2011 | 
|Gregory C. Wilkins |  |               | 375,000 |                    |  |             | 6.6% |                    |  |            | 23.80 |  |  |   | 23.80 |  |  |  | December 6, 2011 | 
|Peter J. Kinver    |  |               | 150,000 |                    |  |             | 2.6% |                    |  |            | 23.80 |  |  |   | 23.80 |  |  |  | December 6, 2011 | 
|Patrick J. Garver  |  |               | 131,250 |                    |  |             | 2.3% |                    |  |            | 23.80 |  |  |   | 23.80 |  |  |  | December 6, 2011 | 
|Jamie C. Sokalsky  |  |               | 212,500 |                    |  |             | 3.7% |                    |  |            | 23.80 |  |  |   | 23.80 |  |  |  | December 6, 2011 | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The options were granted on December 7, 2004
    under the Stock Option Plan (2004). Options vest and become
    exercisable as to 25% on each of the first, second, third and
    fourth anniversaries of the date of grant. Options were granted
    at an exercise price equal to the closing price on the Toronto
    Stock Exchange on the date immediately preceding the date of
    grant, converted to U.S. dollars using the Bank of Canada
    noon rate on that day. Each option expires seven years after the
    date of its grant.

18



---



##### 



Aggregate Option Exercises During Financial
Year Ended December 31, 2004

and Year-End Option Values


The following table provides information on the
aggregate number of options each Named Executive Officer held as
of December 31, 2004, and the value of these options based
on the closing price on the Toronto Stock Exchange of the
Barrick Common Shares as at December 31, 2004, which was
Cdn. $29.00, converted to U.S. dollars using the Bank
of Canada noon rate on that day.

|                   |  |             |        |           |  |                   |        |                         |  |             |           |               |  |  |           |  |  |   |           |  |  |   |           | 
|------------------ |  | ----------- | ------ | --------- |  | ----------------- | ------ | ----------------------- |  | ----------- | --------- | ------------- |  |  | --------- |  |  | - | --------- |  |  | - | --------- | 
|                   |  |             |        |           |  |                   |        |                        
|                   |  |             |        |           |  | Unexercised       |        | Value of Unexercised   
|                   |  | Common      |        |           |  | Options at        |        | In-the-Money Options at
|                   |  | Shares      |        | Aggregate |  | December 31, 2004 |        | December 31, 2004      
|                   |  | Acquired    |        | Value     |  |                   |        |                        
|Name               |  | on Exercise |        | Realized  |  | Exercisable       |        | Unexercisable           |  | Exercisable |           | Unexercisable
|                   |  |             |        |           |  |                   |        |                         |  |             |           |              
|Peter Munk         |  |             |       |           |  | $                 |       |                         |  |             | 1,975,000 |               |  |  | 675,000   |  |  | $ | 3,290,130 |  |  | $ | 641,825   | 
|Gregory C. Wilkins |  |             |       |           |  |                   |       |                         |  |             | 350,000   |               |  |  | 1,125,000 |  |  |   | 661,557   |  |  |   | 1,560,942 | 
|Peter J. Kinver    |  |             |       |           |  |                   |       |                         |  |             | 77,500    |               |  |  | 382,500   |  |  |   | 26,795    |  |  |   | 80,384    | 
|Patrick J. Garver  |  |             | 12,500 |           |  |                   | 61,220 |                         |  |             | 294,000   |               |  |  | 255,750   |  |  |   | 388,522   |  |  |   | 320,912   | 
|Jamie C. Sokalsky  |  |             |       |           |  |                   |       |                         |  |             | 447,500   |               |  |  | 325,000   |  |  |   | 781,115   |  |  |   | 320,912   | 



---

COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS

The Compensation Committee reviews Barricks
director compensation arrangements to ensure that they are
competitive in light of the time commitments required from
directors. Non-management members of the Board of Directors
receive a basic annual retainer of $75,000, payable quarterly,
with an additional annual retainer of $15,000 payable to the
Chairman of the Audit Committee and $10,000 payable to the Chair
of each of the other Board Committees. Directors are also
entitled to a fee of $1,000 for each meeting of the Board of
Directors or Board Committee in which such member participated.

Pursuant to Barricks Directors
Deferred Share Unit Plan, directors are required to receive 50%
of the basic annual retainer in the form of Deferred Share Units
(DSUs), with the option to elect to receive 100% of
such retainer in the form of DSUs. DSUs, which are a bookkeeping
entry, with each DSU having the same value as a Barrick Common
Share, must be retained until the director leaves the Board, at
which time the cash value of the DSUs will be paid out.
Additional DSUs are credited to reflect dividends paid on
Barrick Common Shares. Barrick has minimum share ownership
requirements for directors, pursuant to which directors are
required to own Barrick Common Shares or DSUs having a value of
at least $200,000, to be achieved by 2008 or within a period of
five years from the date the individual became a director,
whichever is earlier. Stock options are no longer granted to
non-management directors.

Mr. J.E. Thompson, who will step down from
the Board of Directors prior to the Meeting, is party to a
consulting agreement with Barrick. Mr. Thompson received
compensation totaling $275,000 pursuant to this agreement in
2004.

The Right Honourable Brian Mulroney is a director
of Barrick and is also employed as Chairman of its International
Advisory Board. Mr. Mulroney acts as an ambassador and
business and policy advisor for Barrick, advancing
Barricks interests in various areas, including South
America, Africa, Asia and the former Soviet Union. In his
capacity as Chairman of the International Advisory Board,
Mr. Mulroney receives an annual salary, bonus and other
compensation. Mr. Mulroney is also a partner of Ogilvy
Renault, Montréal, Québec, a law firm which from time
to time provides legal services to Barrick.

19



---



##### 



OTHER COMPENSATION ARRANGEMENTS

Prior to 2000, none of the Named Executive
Officers, executive officers or other officers of Barrick was
covered by a pension plan. During 2000, Barrick put in place a
retirement plan for officers (the Officer Retirement
Plan). The Officer Retirement Plan covers all officers
except Mr. Peter Munk, the Chairman, Mr. Jack E.
Thompson, Vice Chairman, who will step down from Barricks
Board of Directors prior to the Meeting, and Mr. John K.
Carrington, Vice Chairman, who retired from Barrick on
December 31, 2004. Pursuant to the Officer Retirement Plan,
an amount equal to 15% of the officers salary and bonus
for the year is accrued and accumulated with interest until
retirement. No benefits are payable if the officer is terminated
for cause. Barrick also implemented a retirement arrangement for
Mr. Carrington. Under such arrangement, upon his
retirement, Mr. Carrington was entitled to a lump sum
payment of three times his salary as at January 1, 2000 or
any higher salary that he subsequently received.
Mr. Carrington was paid $2,043,038 upon his retirement from
Barrick pursuant to this arrangement.

In March 2004, Barrick entered into change in
control agreements with six senior executives, including with
each of Mr. Jamie C. Sokalsky, Executive Vice President and
Chief Financial Officer; Mr. Peter J. Kinver, Executive
Vice President and Chief Operating Officer; and Mr. Patrick
J. Garver, Executive Vice President and General Counsel (each, a
Covered Executive), in order to induce them to
remain employed by the Company in the event of a change in
control (as defined in the agreements). In the event of a change
in control, Barrick has agreed with each of such Covered
Executives that if their employment is terminated by the Company
at any time within one year following the change in control
(other than for cause, disability or retirement) or the Covered
Executive terminates his employment for good reason (as defined
in the agreements) at any time within one year following the
change in control, such individual will be entitled to receive,
among other things, three times his annual salary and bonus. In
addition, all of the Covered Executives unexercised stock
options will immediately vest and become exercisable and will
remain exercisable for the lesser of three years or their
remaining term to expiry.

In March 2004, Barrick also entered into a change
in control agreement with Mr. Gregory C. Wilkins, President
and Chief Executive Officer. In the event of a change in control
(as defined in the agreement), Barrick has agreed with
Mr. Wilkins that if Mr. Wilkins employment is
terminated by the Company (other than for cause, disability or
retirement) or Mr. Wilkins terminates his employment with
or without good reason (as defined in the agreement) at any time
within one year following the change in control, he will be
entitled to receive, among other things, three times his annual
salary and bonus. In addition, all of Mr. Wilkins
unexercised stock options will immediately vest and become
exercisable and will remain exercisable for the lesser of three
years or their remaining term to expiry. Mr. Wilkins
change in control agreement also provides that in the event
Mr. Wilkins gives notice, within one year following a
change in control, that he intends to terminate his employment
with the Company other than for good reason, he will agree to
remain as President and Chief Executive Officer for a period of
up to six months beyond his intended resignation date if so
requested by the Board of Directors.

In addition, certain other officers and certain
members of management of the Company are participants in a
Change of Control Severance Plan, which provides for severance
benefits, including severance payments calculated with reference
to various factors such as seniority and length of service with
the Company in the event of a termination of employment
following a change in control (as defined in the plan).

20



---



##### 



INDEBTEDNESS OF DIRECTORS AND
OFFICERS

During 2004, one senior officer had a loan
outstanding from the Company (other than routine
indebtedness under applicable Canadian securities and
corporate laws).

|                                                                         |  |                  |  |                |         |                   |  |   |         | 
|------------------------------------------------------------------------ |  | ---------------- |  | -------------- | ------- | ----------------- |  | - | ------- | 
|                                                                         |  |                  |  | Largest        |         |                  
|                                                                         |  | Involvement      |  | Amount         |         | Amount           
|                                                                         |  | of Issuer or     |  | Outstanding    |         | Outstanding as at
|Name and Principal Position                                              |  | Subsidiary       |  | during 2004(1) |         | March 1, 2005(1) 
|                                                                         |  |                  |  |                |         |                  
|Brad L. Doores                                                           |  | Corporation Loan |  | $              | 285,296 |                   |  | $ | 284,278 | 
|Vice President and Assistant General Counsel
    (Cedar Valley, Ontario) |  |                  |  |                |         |                   |  |   |         | 






|    |                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The rate of exchange used to convert to United
    States dollars is the Bank of Canada noon rate on the applicable
    date.                                                                                                                        
|   
|(2) | The loan to Mr. Doores was made on
    October 19, 1995 in connection with the purchase of his
    residence. The loan is secured against the residence, bears
    interest at a rate of 5.78% per annum, and is denominated in
    Canadian dollars.



---

As at March 1, 2005, the aggregate amount of
indebtedness owed to the Company or its subsidiaries by all
present and former directors, officers and employees of Barrick
and its subsidiaries for purposes other than in connection with
purchase of securities (other than routine
indebtedness under applicable Canadian securities laws)
was approximately $600,000. As at March 1, 2005, there was
no outstanding indebtedness (other than routine
indebtedness under applicable Canadian securities laws) to
the Company or its subsidiaries by all present and former
directors, officers and employees of Barrick and its
subsidiaries made in connection with the purchase of securities
of the Company or any of its subsidiaries.

PERFORMANCE GRAPH

The following graph compares the total cumulative
shareholder return for Cdn$100 invested in Barrick Common Shares
on December 31, 1999 with the cumulative total return of
the S&P/TSX Gold Index and the S&P/TSX Composite Index
for the five most recently completed financial years.

The total cumulative shareholder return for
Cdn$100 invested in Barrick was Cdn$119.60 as compared with
Cdn$142.56 for the S&P/TSX Gold Index and Cdn$119.31 for the
S&P/TSX Composite Index.

Cumulative Value of CDN $100
Investment(1)

(PERFORMANCE GRAPH)






|    |                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Dividends paid on Barrick Common Shares are
    assumed to be reinvested at the closing share price on the
    dividend payment date. The two TSX indices are total return
    indices, and they include dividends reinvested.

21



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##### 



EQUITY COMPENSATION PLAN INFORMATION

The following table provides information on the
Companys equity compensation plans as of December 31,
2004.

|                                       |  |                         |            |                   |  |                           |       |  |  |  |            | 
|-------------------------------------- |  | ----------------------- | ---------- | ----------------- |  | ------------------------- | ----- |  |  |  | ---------- | 
|                                       |  |                         |            |                   |  | Number of Shares         
|                                       |  |                         |            |                   |  | Remaining Available      
|                                       |  | Number of Shares        |            | Weighted Average  |  | for Future Issuance Under
|                                       |  | to be Issued Upon       |            | Exercise Price    |  | Equity Compensation Plans
|                                       |  | Exercise of Outstanding |            | of Outstanding    |  | as at December 31,       
|Equity Compensation Plans Approved     |  | Options as at           |            | Options as at     |  | 2004 (Excluding Shares   
|by Shareholders(1)                     |  | December 31, 2004       |            | December 31, 2004 |  | Reflected in Column 2)   
|                                       |  |                         |            |                   |  |                          
|Amended and Restated Stock Option Plan |  |                         | 19,377,875 |                   |  | $                         | 23.16 |  |  |  | 1,609,921  | 
|Stock Option Plan (2004)               |  |                         | 4,882,250  |                   |  | $                         | 23.80 |  |  |  | 11,117,750 | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In addition, Barrick inherited the stock option
    plans of Sutton Resources Ltd. and Homestake Mining Company in
    connection with its acquisitions of those companies. As of
    December 31, 2004, 1,067,211 Barrick Common Shares were
    issuable upon the exercise of outstanding options under the
    Homestake Mining Company Stock Option Plan, with a weighted
    average exercise price of $21.27. As of December 31, 2004,
    330,434 Barrick Common Shares were issuable upon the exercise of
    outstanding options under the Sutton Resources Ltd. Stock Option
    Plan, with a weighted average exercise price of $16.67.
    Excluding Barrick Common Shares to be issued upon exercise of
    outstanding options, no Barrick Common Shares remain available
    for future issuance under the Homestake Mining Company or Sutton
    Resources Ltd. stock option plans.



---

Amended and Restated Stock Option
Plan

In 1996, shareholder and regulatory approval was
obtained to implement Barricks Amended and Restated Stock
Option Plan (the Amended and Restated Plan).
Barricks shareholders authorized the issuance of up to
35,000,000 Barrick Common Shares under the Amended and Restated
Plan. As of December 31, 2004, 7,343,438 Barrick Common
Shares had been issued pursuant to options granted under the
Amended and Restated Plan, representing 1.4% of the
Companys outstanding capital as of that date. As of
December 31, 2004, there were options outstanding to
purchase an aggregate of 19,377,875 Barrick Common Shares under
the Amended and Restated Plan, representing 3.6% of the
Companys outstanding capital as of that date, taking into
account options that have been exercised, forfeited or
cancelled. Therefore, the total number of Barrick Common Shares
issued and issuable under the Amended and Restated Plan as of
December 31, 2004 totaled 26,721,313 Barrick Common Shares,
representing 5.0% of the Companys then outstanding
capital. As of December 31, 2004, 1,609,921 stock
options remained available for grant under the Amended and
Restated Plan.

The purpose of the Amended and Restated Plan is
to provide directors, officers and full-time employees of the
Company and its subsidiaries and consultants compensation
opportunities that will encourage share ownership and enhance
the Companys ability to attract, retain and motivate key
personnel and reward significant performance achievements.

The total number of Barrick Common Shares to be
optioned to any optionee under the Amended and Restated Plan
together with any Barrick Common Shares reserved for issuance to
such optionee and his or her associates under options or other
share compensation arrangements may not exceed 1% of the number
of Barrick Common Shares outstanding at the date of the grant of
the option, excluding Barrick Common Shares issued pursuant to
the Amended and Restated Plan or any other share compensation
arrangement of the Company during the preceding one-year period.

A Committee of the Board of Directors administers
the Amended and Restated Plan. All grants of options by the
Committee under the Amended and Restated Plan are subject to the
approval of the Board of Directors, and no option has any force
or effect until such approval is obtained. The exercise price of
each option granted under the Amended and Restated Plan is
determined by the Committee. The exercise price of each option
granted under the Amended and Restated Plan may not be less than
the closing price of a Barrick Common Share on the Toronto Stock
Exchange on the last trading day before the day the option is
granted.

22



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##### 



Options granted under the Amended and Restated
Plan are not assignable, except that in the event of an
optionees death, options may be exercised in accordance
with their terms by appropriate legal representatives. Options
may be exercised only for so long as the optionee remains an
employee, subject to certain exceptions, including death or
termination of employment other than for cause. If, before the
expiry of an option in accordance with its terms, the employment
of the optionee terminates for any reason other than termination
by the Company for cause but including termination by reason of
the death of the optionee, then the option may be exercised
within three months of the date of termination of employment or
death of the optionee, but only to the extent that the optionee
was entitled to exercise such options at the date of the
termination of employment or death of the optionee. However, in
the case of the optionees death, the Committee may in its
discretion extend the time in which the optionees legal
representative can exercise an option to a date that does not
exceed the original expiration date of the option.

Options granted under the Amended and Restated
Plan expire not later than ten years after the date of grant,
and generally, options do not vest immediately. The
Committees practice under the Amended and Restated Plan
has been to grant options having a term of ten years, vesting
over a period of four years. The Amended and Restated Plan
contains standard provisions permitting accelerated vesting for
executive officers and other members of management who are party
to a change in control agreement with the Company in the event
of a change in control of Barrick.

The Board of Directors may at any time terminate
the Amended and Restated Plan and may amend it in such respects
as the Board of Directors deems appropriate, subject to required
regulatory or shareholder approval, provided that any amendment
or termination may not alter or impair in any materially adverse
fashion any option previously granted to an optionee under the
Amended and Restated Plan without the consent of the optionee.

Stock Option Plan (2004)

In 2004, shareholder and regulatory approval was
obtained to implement Barricks Stock Option Plan (2004)
(the 2004 Plan). Shareholders authorized the
issuance of up to 16,000,000 Barrick Common Shares under the
2004 Plan at the Companys 2004 Annual and Special Meeting
of Shareholders. As of December 31, 2004, there were
options outstanding to purchase an aggregate of
4,882,250 Barrick Common Shares under the 2004 Plan,
representing 0.9% of the Companys outstanding capital as
of that date. As of December 31, 2004, no options have been
exercised, forfeited or cancelled under the 2004 Plan. As of
December 31, 2004, 11,117,750 stock options remained
available for grant under the 2004 Plan, representing
approximately 2.1% of the Companys then outstanding
capital.

The purpose of the 2004 Plan is to provide
officers and key employees of the Company or any subsidiary and
consultants to the Company or any subsidiary compensation
opportunities that will reward the creation of shareholder value
over the long-term and enhance the Companys ability to
attract, retain and motivate key personnel. Non-management
directors are not eligible to participate in the 2004 Plan.

The total number of Barrick Common Shares to be
optioned to any optionee under the 2004 Plan together with any
Barrick Common Shares reserved for issuance to such optionee and
his or her associates under options or other share compensation
arrangements may not exceed one per cent of the number of
Barrick Common Shares outstanding at the date of the grant of
the option.

A Committee of the Board of Directors administers
the 2004 Plan. All grants of options by the Committee under the
2004 Plan are subject to the approval of the Board of Directors,
and no option has any force or effect until such approval is
obtained. The exercise price of each option granted under the
2004 Plan is determined by the Committee. The exercise price of
each option granted under the 2004 Plan may not be less than the
closing price of a Barrick Common Share on the Toronto Stock
Exchange on the last trading day before the day the option is
granted. No repricing of options is permitted under the 2004
Plan.

23



---



##### 



Options granted under the 2004 Plan are not
assignable, except that in the event of an optionees
death, options may be exercised in accordance with their terms
by appropriate legal representatives. Options may be exercised
only for so long as the optionee remains an employee, subject to
certain exceptions, including death, retirement or termination
of employment other than for cause. If, before the expiry of an
option in accordance with its terms, the employment of the
optionee terminates for any reason other than termination by the
Company for cause but including termination by reason of the
death of the optionee, then the option may be exercised within
six months of the date of termination of employment or death of
the optionee, but only to the extent that the optionee was
entitled to exercise such options at the date of the termination
of employment or death of the optionee. However, the Committee
may in some of these cases accelerate the vesting of any
unvested options or extend the time in which the optionee, or in
the case of the optionees death, the optionees legal
representative, can exercise an option to a date that does not
exceed the earlier of the original expiration date of the option
or three years from the termination of employment or death of
the optionee, as the case may be.

Options granted under the 2004 Plan expire not
later than seven years after the date of grant. Generally,
options do not vest immediately, but vest over a period of four
years at 25% per year. The 2004 Plan contains standard
provisions permitting accelerated vesting for executive officers
and other members of management who are party to a change in
control agreement with the Company in the event of a change in
control of Barrick.

The 2004 Plan provides that the Committee,
subject to the approval of the Board of Directors, may determine
performance measures to be met as a pre-condition to the
granting or vesting of an option. These performance measures can
be either for the Company as a whole or the individual. The
Committee may consider one or more of the following performance
measures: net income, cash flow, net asset value, production
performance, production growth and reserve growth. Individual
performance measures that the Committee may implement under the
2004 Plan will vary according to the individuals ability
to affect business results.

The Board of Directors may at any time terminate
the 2004 Plan and may amend it in such respects as the Board of
Directors deems appropriate, subject to required regulatory or
shareholder approval, provided that any amendment or termination
may not decrease the entitlements of an optionee that have
accrued prior to the date of such amendment or termination, and
that the 2004 Plan may not be amended to permit repricing of
outstanding options without shareholder approval.

DIRECTORS AND OFFICERS INSURANCE
AND INDEMNIFICATION

During 2004, Barrick purchased insurance for the
benefit of directors and officers of Barrick and its
subsidiaries against any liability incurred by them in their
capacity as directors and officers, subject to certain
limitations contained in the Business Corporations Act(Ontario). The premium for such insurance was
$4 million. The policy provided coverage to each director
and officer of $100 million in the policy year.

In accordance with the provisions of the
Business Corporations Act (Ontario), Barricks
by-laws provide that Barrick will indemnify a director or
officer, a former director or officer, or a person who acts or
acted at the Companys request as a director or officer of
a company of which Barrick is or was a shareholder or creditor,
and his or her heirs and legal representatives, against all
costs, charges and expenses, including amounts paid to settle an
action or to satisfy a judgment, reasonably incurred 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 Barrick or such other company if
he or she acted honestly and in good faith with a view to the
best interests of the Company or, in the case of a criminal or
administrative action or proceeding that is enforced by monetary
penalty, he or she had reasonable grounds to believe that his or
her conduct was lawful. If Barrick becomes liable under the
terms of its by-laws, the insurance coverage will extend to its
liability; however, each claim will be subject to a deductible
of $5 million.

During 2004, certain current and former officers
were either indemnified by the Company or paid by the insurer
under the Companys directors and officers insurance policy
for costs incurred by them in their capacity as directors and
officers of Barrick. Randall Oliphant (former Chief Executive
Officer), John K. Carrington

24



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##### 



(former Chief Operating Officer), and Jamie C.
Sokalsky (current Chief Financial Officer) and the Company were
named as defendants in Wagner v. Barrick, a
securities class action complaint filed in the U.S. District
Court for the Southern District of New York in 2003. During
2004, $12,641 was paid on behalf of Mr. Oliphant, and
$8,631 was paid on behalf of Mr. Carrington in connection
with their defense costs for this litigation. In addition, the
Company has retained a law firm to act as common defense counsel
for the Company and the three individual defendants; these
defense costs are subject to coverage under the Companys
directors and officers insurance policy and amounted to $705,785
in 2004.


APPOINTMENT OF AUDITORS

Unless otherwise instructed, the persons named in
the enclosed proxy or voting instruction form intend to vote
such proxy or voting instruction form in favour of the
re-appointment of PricewaterhouseCoopers LLP as auditors of
Barrick to hold office until the next annual meeting of
shareholders and the authorization of the Board of Directors to
fix their remuneration.

For the year ended December 31, 2004,
PricewaterhouseCoopers LLP were paid total fees of
$2.3 million for audit services and total fees of
$1.3 million for other services, comprised of
$0.4 million for audit-related services, $0.8 million
for tax compliance and advisory services and $0.1 million
for Sarbanes Oxley preparation services. Since September 2002,
all non-audit services to be provided by
PricewaterhouseCoopers LLP have been subject to
pre-approval by the Audit Committee.

The Board of Directors recommends that
shareholders vote in favour of the appointment of
PricewaterhouseCoopers LLP and the authorization of the Board of
Directors to fix their remuneration.

AVAILABILITY OF DISCLOSURE DOCUMENTS

Additional information relating to Barrick is
available on SEDAR at www.sedar.com and on Barricks
website, www.barrick.com. Financial information about
Barrick is provided in the Companys comparative financial
statements and managements discussion and analysis of
financial and operating results for the year ended
December 31, 2004.

Barrick will provide to any person or company,
upon request to its Investor Relations Department, a copy of:



| |     |                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | its 2004 Annual Report, including
    managements discussion and analysis of financial and
    operating results;                                                                                   
|
| | (2) | its latest Annual Information Form, together with
    a copy of any document, or pertinent pages of any document,
    incorporated therein by reference;                                             
|
| | (3) | its comparative financial statements for the year
    ended December 31, 2004, together with the report of its
    auditors thereon, and any interim financial statements filed
    subsequently; and
|
| | (4) | its Management Information Circular and Proxy
    Statement for its last Annual Meeting of Shareholders.                                                                                             

Barricks Investor Relations Department may
be reached at:

Toll-free number within Canada and the United
States: 1-800-720-7415 
 Telephone: (416) 861-9911 
 Fax: (416) 861-0727 
 Email: investor@barrick.com 
 BCE Place, Canada Trust Tower 
 Suite 3700, 161 Bay Street 
 P.O. Box 212 
 Toronto, Ontario 
 M5J 2S1

25



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##### 



DIRECTORS APPROVAL

The contents of this Circular and the sending
thereof to the shareholders of the Company have been approved by
the Board of Directors.

Toronto, Ontario, March 14, 2005.

| |                                              
| | ---------------------------------------------
| | By Order of the Board of Directors           
|
| | (Sybil Veenman sig)                          
| | Sybil E. Veenman                             
| | Vice-President, Assistant General Counsel and
| | Secretary                                    

26



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LOGO





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##### 








PROXY





FOR USE AT THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD APRIL 28, 2005

The undersigned holder of common
shares of BARRICK GOLD CORPORATION (Barrick)
hereby appoints Peter Munk, the Chairman of Barrick, or failing
him, Gregory C. Wilkins, the President and Chief Executive
Officer, or failing him, Sybil E. Veenman, the
Vice-President, Assistant General Counsel and Secretary, or
instead of any of the
foregoing,as
the nominee of the undersigned to attend and act for and on
behalf of the undersigned at the Annual Meeting of the
Shareholders of Barrick to be held on the 28th day of April,
2005 and at any postponed or adjourned meeting, to the same
extent and with the same power as if the undersigned was
personally present at the said meeting or such postponement or
adjournment thereof and, without limiting the generality of the
power hereby conferred, the nominees named above are
specifically directed to vote all shares of Barrick registered
in the name of the undersigned as indicated below.

|   |  |                                                                                                                                                                                                         |  |                            
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------
|1. |  | ELECTION OF DIRECTORS                                                                                                                                                                                   |  |                            
|   |  | FOR o                                                                                                                                                                                                   |  | WITHHOLD FROM
    VOTING o 
|   |  | all nominees listed below                                                                                                                                                                               |  | as to nominees listed below
|   |  | (except as marked to the contrary
    below)                                                                                                                                                            |  |                            
|   |  | (INSTRUCTION: To withhold
    authority to vote for any individual nominee, strike a line
    through the Nominees name in the list below.)                                                           
|   |  | H. L. Beck, C. W.
    D. Birchall, G. Cisneros, M. A. Cohen, P. A.
    Crossgrove, P.C. Godsoe, A. A. MacNaughton,
    B. Mulroney, A. Munk, P. Munk, J. L. Rotman, S.J.
    Shapiro, and G.C. Wilkins.
|2. |  | RESOLUTION APPROVING THE
    APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP as the auditors of
    Barrick and authorizing the directors to fix their remuneration.                                         
|   |  | FOR o                                                                                                                                                                                                   |  | WITHHOLD FROM
    VOTING o 

3.  To vote at the
discretion of the proxyholder on any amendments or variations to
the foregoing and on any other matters (other than matters which
are to come before the meeting and which are the subject of
another proxy executed by the undersigned) which may properly
come before the meeting or any postponement or adjournment
thereof.

This proxy is solicited on
behalf of the management of Barrick. Shareholders have the right
to appoint a person or company to attend and act on their behalf
at the Annual Meeting other than the persons designated above
and may exercise such right by inserting the name of their
designated proxyholder in the blank space provided above for
that purpose.

DATED
thisday
of,
2005



Signature of
Shareholder Name
of Shareholder (please print as registered)


NOTES:

1.  This proxy form
must be signed and dated by the shareholder or his or her
attorney authorized in writing or, if the shareholder is a
corporation, by an officer or attorney thereof duly authorized.
If the proxy form is not dated in the space provided, it is
deemed to bear the date on which it is mailed by the management
of Barrick.



2.  In the event
that no specification has been made with respect to the voting
on the resolution referred to in items 1 or 2 above, the proxy
nominees are instructed to vote the shares represented by this
proxy on such matter and in favour of such resolution.



3.  To be effective,
this proxy must be deposited (1) by mail to the office of
the Companys transfer agent, CIBC Mellon Trust Company, at
the address on the envelope provided herewith, (2) by
personal delivery to CIBC Mellon Trust Company, Proxy Dept., 200
Queens Quay East, Unit 6, Toronto, Ontario M5A 4K9;
(3) by facsimile at (416) 368-2502; (4) via
telephone at 1-866-271-1207; or (5) via the Internet at
www.eproxyvoting.com/barrick, to CIBC Mellon Trust Company, in
each case not later than 5:00 p.m., Toronto time, on
Wednesday, April 27, 2005, or the last business day prior
to any adjourned or postponed meeting.



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##### 



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|BARRICK GOLD CORPORATION
    ANNUAL MEETING OF SHAREHOLDERS
    APRIL 28, 2005
    VOTING INSTRUCTION FORM FOR HOLDERS OF
    BARRICK GOLD INC. (BGI)
    (FORMERLY, HOMESTAKE CANADA INC.)
    EXCHANGEABLE SHARES
    These voting instructions are solicited
    on behalf of ManagementTo holders of BGI
    Exchangeable Shares:
    You are entitled to exercise voting rights at the Barrick Gold
    Corporation Annual Meeting to be held on April 28, 2005.
    You may instruct Computershare Trust Company of Canada, as
    trustee, to vote on your behalf. See paragraph A below.
    Alternatively, you may name one or more persons (including
    yourself) as proxy to vote on your behalf.See
    paragraph B below. Check the applicable box and, in the
    case of appointment of a proxy, insert the name of the person(s)
    chosen as your proxy in paragraph B.
    (Check box A or box B):o   A.   Voting
    Instructions to Computershare Trust Company of Canada.The
    undersigned hereby instructs Computershare Trust Company of
    Canada to vote as designated below, as to all
    BGI Exchangeable Shares held by the undersigned on
    March 10, 2005, at the Barrick Gold Corporation Annual
    Meeting or any postponement or adjournment thereof.o   B.   Appointment
    of Proxy.The undersigned hereby
    appoints                         as
    proxy, with the power to appoint a substitute, and hereby
    authorizes a majority (or if only one, then that one) of them to
    represent and to vote as designated below, as to all
    BGI Exchangeable Shares held by the undersigned on
    March 10, 2005, at the Barrick Gold Corporation Annual
    Meeting or any postponement or adjournment therefore (Persons
    holding proxies must attend the Meeting in order to vote.)To be effective, this voting instruction form must be
    received by Computershare Trust Company of Canada,
    100 University Avenue, 9th Floor, Toronto, Ontario,
    Canada, M5J 2Y1 or by facsimile at (416) 263-9524 or
    1-866-249-7775 (within North America), by 5:00 pm (Toronto
    time) on April 26, 2005 or the second last business day
    before any adjourned or postponed meeting. |  | Business To Be Conducted:1.  Election
    of Directors:    o FOR
    all nominees listed
    below      o Withhold
    from
    Voting         (except
    as marked
    below)                   (on
    all nominees)    Instruction:To withhold
    authority to vote for one or more nominees, strike a line
    through the nominees name in the list below.
    The nominees for director are H.L. Beck,
    C.W.D. Birchall, G. Cisneros, M.A. Cohen,
    P.A. Crossgrove, P.C. Godsoe, A.A. MacNaughton,
    B. Mulroney, A. Munk, P. Munk, J.L. Rotman,
    S.J. Shapiro, and G.C. Wilkins.
    2.  Approval of appointment of
    PricewaterhouseCoopers LLP as auditors and authorizing the
    directors to fix their remuneration.    o  FOR                  o  Withhold
    from VotingBy execution of these voting instructions, the undersigned
    hereby authorizes Computershare Trust Company of Canada or the
    persons named as proxy (or their substitutes), as applicable, to
    vote in their discretion on any amendments or variations to the
    above matters or on such other business as may properly come
    before the meeting or any postponement or adjournment hereof.
    BGI EXCHANGEABLE SHARES WILL BE VOTED AS INSTRUCTED. IF NO
    DIRECTIONS ARE GIVEN, THE SHARES WILL BE VOTED FOR
    ITEMS 1 and 2.Dated ------------------------------------, 2005          (insert
    date of signing)                                                                        Signature                                                                                   Name
    (please print as registered)
     Sign exactly as name appears on this voting instruction form.
    If BGI Exchangeable Shares are held jointly, each holder
    should sign. Executors, administrators, trustees, guardians,
    attorneys and agents should give their full titles. If holder is
    a corporation, sign in full corporate name by an authorized
    officer.