Form 51-102F3
MATERIAL CHANGE REPORT
Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations
ITEM 1: REPORTING ISSUER
Barrick Gold Corporation
BCE Place
Canada Trust Tower
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, ON M5J 2S1
ITEM 2: DATE OF MATERIAL CHANGE
November 8, 2004
ITEM 3: PRESS RELEASE
A press release was issued by Barrick Gold Corporation ("Barrick") on
November 8, 2004. A copy of the press release is attached hereto.
ITEM 4: SUMMARY OF MATERIAL CHANGE
On November 8, 2004, Barrick and its wholly owned subsidiary Barrick
Gold Finance Company ("BGFC") entered into an underwriting agreement to issue
US$750,000,000 in debt securities comprised of US$200,000,000 of 5.80% notes due
2034 of Barrick, US$350,000,000 of 4.875% notes due 2014 of BGFC, guaranteed by
Barrick, and US$200,000,000 of 5.80% notes due 2034 of BGFC, guaranteed by
Barrick. The offering was completed on November 12, 2004.
ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE
On November 8, 2004, Barrick and BGFC entered into an underwriting
agreement to issue US$750,000,000 in debt securities comprised of US$200,000,000
of 5.80% notes due 2034 of Barrick, US$350,000,000 of 4.875% notes due 2014 of
BGFC, guaranteed by Barrick, and US$200,000,000 of 5.80% notes due 2034 of BGFC,
guaranteed by Barrick. The sale of the notes was under Barrick's shelf
prospectus that allows for the issuance of debt securities by Barrick, BGFC and
Barrick Gold Inc. in an aggregate principal amount of up to US$1 billion. The
offering was completed on November 12, 2004.
- 2 -
The offering was underwritten by a syndicate of underwriters led by
Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. The notes
were offered only in the United States.
Each of the three series of notes has been assigned a rating of "A" by
Standard and Poor's, "A" by Dominion Bond Rating Service and "Baa1" by Moody's
Investors Service, respectively.
The net proceeds from the offering will be used to make investments in
Barrick subsidiaries and for general corporate purposes, including funding
construction at Barrick's development projects.
ITEM 6: RELIANCE ON SUBSECTION 7.1(2) or (3) of NATIONAL
INSTRUMENT 51-102
Not applicable.
ITEM 7: OMITTED INFORMATION
Not applicable.
ITEM 8: SENIOR OFFICER
The following senior officer of Barrick is knowledgeable about the
material change and this report:
Sybil E. Veenman
Vice-President, Assistant General Counsel & Secretary
(416) 861-9911
ITEM 9: STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
DATED at Toronto, Ontario this 16th day of November, 2004.
by
-----------------------------------
Sybil E. Veenman
Vice-President, Assistant General
Counsel & Secretary
[BARRICK LOGO] [GRAPHIC OMITTED]
INFORMATION RELEASE - TORONTO, November 8, 2004
For Immediate Release
All amounts in United States dollars
Barrick announces sale of U.S.$750,000,000 in debt securities
Toronto, November 8, 2004 .... Barrick Gold Corporation and its wholly owned
subsidiary Barrick Gold Finance Company announced today that they have entered
into an underwriting agreement to issue U.S.$750,000,000 in debt securities
comprised of: U.S.$200,000,000 of 5.80% notes due 2034 of Barrick Gold
Corporation; U.S.$350,000,000 of 4.875% notes due 2014 of Barrick Gold Finance
Company, guaranteed by Barrick Gold Corporation; and U.S.$200,000,000 of 5.80%
notes due 2034 of Barrick Gold Finance Company, guaranteed by Barrick Gold
Corporation.
This offering is being underwritten by a syndicate of underwriters led by Morgan
Stanley & Co. Incorporated and Deutsche Bank Securities Inc. Closing is expected
to take place on November 12, 2004. The notes are being offered only in the
United States.
The net proceeds from this offering will be used to make investments in Barrick
subsidiaries and for general corporate purposes, including funding construction
at Barrick's development projects.
The sale of the notes is under Barrick's shelf prospectus that allows for the
issuance of debt securities by Barrick Gold Corporation, Barrick Gold Finance
Company and Barrick Gold Inc. in an aggregate principal amount of up to U.S.$1
billion.
A copy of the prospectus can be obtained from the Prospectus Department of
Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York, 10036 or
Deutsche Bank Securities Inc., 1251 Avenue of the Americas, 25th Floor, New
York, New York, 10020, Attention: Brian Guerra.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
Barrick's shares are traded on the Toronto, New York, London and Swiss stock
exchanges and the Paris Bourse.
INVESTOR CONTACT: MEDIA CONTACT:
Darren Blasutti Vincent Borg
Vice President, Vice President,
Investor Relations Corporate Communications
Tel: (416) 307-7341 Tel: (416) 307-7477
Email: dblasutti@barrick.com Email: vborg@barrick.com