SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
| ☐ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
| ☒ | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
| | |
| For Fiscal year ended: December 31, 2017 | | Commission File number:No. 1-9059 |
BARRICK GOLD CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Ontario | | 1041 | | Not Applicable |
(Province or other jurisdiction of incorporation or organization) | | (Primary standard industrial classification code number, if applicable) | | (I.R.S. employer identification number, if applicable) |
Brookfield Place, TD Canada Trust Tower
Suite 3700
161 Bay Street, P.O. Box 212
Toronto, Canada M5J 2S1
(800) 720-7415
(Address and telephone number of registrant’s principal executive office)
Barrick Goldstrike Mines Inc.
P.O. Box 29, Elko, Nevada 89803
(702) 738-8043
(Name, address and telephone number of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
| | |
| Title of each class: | | Name of each exchange on which registered: |
| | |
| Common Shares | | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
☒ Annual Information Form ☒ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Common Shares 1,166,577,478
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
The disclosure provided under “Internal Control Over Financial Reporting and Disclosure Controls and Procedures” on pages 150 and 151 of Exhibit 99.1, Barrick’s Annual Information Form, is incorporated by reference herein.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Barrick’s “Management’s Report on Internal Control Over Financial Reporting” contained in Exhibit 99.2 is incorporated by reference herein.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The disclosure provided under “Report of Independent Registered Public Accounting Firm” on pages 95 through 96 of Exhibit 99.3, Barrick’s Audited Consolidated Financial Statements, is incorporated by reference herein.
AUDIT COMMITTEE
The disclosure provided under “Composition of the Audit Committee” on page 148 of Exhibit 99.1, Barrick’s Annual Information Form, is incorporated by reference herein. Barrick has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.
CODE OF ETHICS
Barrick has adopted a code of ethics entitled, “Barrick Gold Corporation Code of Business Conduct and Ethics.” The Code of Business Conduct and Ethics applies to all directors, officers and employees of Barrick, including Barrick’s principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available at Barrick’s Internet website, www.barrick.com, in the Company — Governance section and is available in print to any shareholder upon written request to the Corporate Secretary of Barrick.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under “External Auditor Service Fees” on pages 149 and 150 of Exhibit 99.1, Barrick’s Annual Information Form, is incorporated by reference herein.
AUDIT COMMITTEEPRE-APPROVAL POLICIES AND PROCEDURES
The disclosure provided under “Audit CommitteePre-Approval Policies and Procedures” on page 149 of Exhibit 99.1, Barrick’s Annual Information Form, is incorporated by reference herein. No audit-related fees, tax fees or othernon-audit fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule2-01 ofRegulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
Barrick has nooff-balance sheet arrangements that have, or are reasonably likely to have, a material effect on Barrick’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CONTRACTUAL OBLIGATIONS
The disclosure provided under “Contractual Obligations and Commitments” on page 66 of Exhibit 99.4, Management’s Discussion and Analysis of Financial and Operating Results, is incorporated by reference herein.
MINE SAFETY DISCLOSURE
Barrick is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and that required information is included in Exhibit 99.14.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form40-F; the securities in relation to which the obligation to file an annual report onForm 40-F arises; or transactions in said securities.
B. Consent to Service of Process
Registrant has previously filed with the Commission aForm F-X in connection with the Common Shares.
INCORPORATION BY REFERENCE
Barrick’s annual report on Form40-F (other than the section entitled “Ratings” in Exhibit 99.1) is incorporated by reference into Barrick’s Registration Statements on FormS-8 (File Nos.333-121500,333-131715,333-135769), FormF-3 (FileNo. 333-206417) and FormF-10 (FileNo. 333-216099).
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing onForm 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| | | | | | | | |
| | | | BARRICK GOLD CORPORATION |
| | | |
| Dated: March 23, 2018 | | | | By: | | /s/ Richie Haddock |
| | | | | | Name: | | Richie Haddock |
| | | | | | Title: | | Senior Vice President and General Counsel |
EXHIBIT INDEX
| | |
| Exhibits | | Description |
| |
| 99.1 | | Annual Information Form dated as of March 23, 2018 |
| |
| 99.2 | | Management’s Report on Internal Control Over Financial Reporting |
| |
| 99.3 | | Barrick Gold Corporation’s Audited Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, including the Notes thereto, as at and for the years ended December 31, 2017 and 2016, together with the Independent Auditor’s report thereon. |
| |
| 99.4 | | Barrick Gold Corporation’s Management’s Discussion and Analysis for the year ended December 31, 2017 |
| |
| 99.5 | | Consent of PricewaterhouseCoopers LLP |
| |
| 99.6 | | Consent of Rick Sims |
| |
| 99.7 | | Consent of Steven Haggarty |
| |
| 99.8 | | Consent of Patrick Garretson |
| |
| 99.9 | | Consent of Robert Krcmarov |
| |
| 99.10 | | Certification of Kelvin P.M. Dushnisky required byRule 13a-14(a) orRule 15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| |
| 99.11 | | Certification of Catherine P. Raw required byRule 13a-14(a) orRule 15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| |
| 99.12 | | Certification of Kelvin P.M. Dushnisky pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 |
| |
| 99.13 | | Certification of Catherine P. Raw pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 |
| |
| 99.14 | | Dodd-Frank Act Disclosure of Mine Safety and Health Administration Safety Data |
| |
| 101.INS | | XBRL Instance Document(1) |
| |
| 101.SCH | | XBRL Taxonomy Extension Schema Document(1) |
| |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document(1) |
| |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document(1) |
| |
| 101.LAB | | XBRL Taxonomy Extension Labels Linkbase Document(1) |
| |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document(1) |
