UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-10

REGISTRATION STATEMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934

BARRICK GOLD CORPORATION

(Exact name of Registrant as specified in its charter)

Ontario, Canada

(Province or other jurisdiction of incorporation or organization)

1041

(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable

BCE Place
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Canada M5J 2S1
(800) 720-7415

Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable after this Registration Statement becomes effective.

CT Corporation System
11 Eighth Avenue
New York, New York 10011
Telephone: (212) 894-8700

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

A.		þ				upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.		o				at some future date (check the appropriate box below)
			1.			o		pursuant to Rule 467(b) on (___) at (___) (designate a time not sooner than 7 calendar days after filing).
			2.			o		pursuant to Rule 467(b) on (___) at (___) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (___).
			3.			o		pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
			4.			o		after the filing of the next amendment to this Form (if preliminary material is being filed).

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

CALCULATION OF REGISTRATION FEE*

Title of each

Proposed maximum

Proposed maximum

Amount of

class of securities

Amount to be

offering price per

aggregate offering

registration

to be registered

registered(1)

unit(2)

price(2)

fees(3)

Common Shares

30,162,401

US$23.364

US$

1,610,043,861.53

US$

172,274.69

     If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

 

 

PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Item 1. Home Jurisdiction Document

     This registration statement on Form F-10 (the “Registration Statement”) is filed by Barrick Gold Corporation, an Ontario corporation (“Barrick” or the “Registrant”).

     This Registration Statement relates to the offer by Barrick to purchase (i) all issued and outstanding common shares (including those that are subject to CHESS Depositary Interests and International Depositary Receipts) of Placer Dome Inc. (“Placer Dome”), which includes common shares that may become outstanding after the date of the offer but before the expiry time of the offer upon conversion, exchange or exercise of options or convertible debentures or other securities of Placer Dome that are convertible into or exchangeable for common shares and (ii) the associated rights issued under the Shareholders Rights Plan of Placer Dome (collectively, the “Shares”), at a price of, at the election of the shareholder of Placer Dome: (a) US$22.50 in cash for each Share; or (b) 0.8269 of a Barrick common share and US$0.05 in cash for each Share, in each case subject to proration.

     The information set forth in the Offer and Circular dated November 10, 2005 (the “Offer and Circular”), filed as Exhibit 1.1, in the Letter of Transmittal, filed as Exhibit 1.2, and in the Notice of Variation and Extension dated January 4, 2006 (the “Notice of Variation and Extension”), filed as Exhibit 1.4, including all schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference in response to all items of information required to be included in, or covered by, this Registration Statement and is supplemented by the information specifically provided herein.

     Capitalized terms used herein and not defined herein have the respective meaning assigned to such terms in the Offer and Circular and the Notice of Variation and Extension.

Item 3. Informational Legends

     The following legends appear in the Notice of Variation and Extension:

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

     The Offer is made for the securities of a Canadian issuer and by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare the Offer and Circular and the Notice of Variation and Extension in accordance with the disclosure requirements of Canada. Shareholders should be aware that such requirements are different from those of the United States.

     Shareholders in the United States should be aware that the disposition of Shares and the acquisition of Barrick Common Shares by them as described in the Offer and Circular may have tax consequences both in the United States and in Canada. Such consequences may not be fully described in the Offer and Circular and such Shareholders are encouraged to consult their tax advisors. See “Canadian Federal Income Tax Considerations” in Section 22 of the Circular and “U.S. Federal Income Tax Considerations” in Section 23 of the Circular.

     The enforcement by Shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that Barrick is incorporated under the laws of the Province of Ontario, Canada, that some or all of its officers and directors may be residents of a foreign country, that some or all of the experts named herein may be residents of a foreign country and that all or a substantial portion of the assets of Barrick and said persons may be located outside the United States.

     THE SECURITIES OFFERED PURSUANT TO THE OFFER AND CIRCULAR HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND

EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFER AND CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Item 4. Incorporation of Certain Information by Reference

     See “Documents Incorporated by Reference” in Section 11 of the Circular in the Offer and Circular.

PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

Indemnification

     Under the Business Corporations Act (Ontario), Barrick may indemnify a present or former director or officer or a person who acts or acted at Barrick’s request as a director or officer of another corporation 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 an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of his or her being or having been a director or officer of Barrick or such other corporation on condition that (i) the director or officer acted honestly and in good faith with a view to the best interests of Barrick and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. Further, Barrick may, with court approval, indemnify a person described above in respect of an action by or on behalf of Barrick to procure a judgment in its favour, to which the person is made a party by reason of being or having been a director or an officer of Barrick, against all costs, charges and expenses reasonably incurred by the parson in connection with such action if he or she fulfils conditions (i) and (ii) above. A director is entitled to indemnification from Barrick as a matter of right if he or she was substantially successful on the merits of his or her defence and fulfils the conditions (i) and (ii) above.

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

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

Exhibits

     The following documents are filed as exhibits to this Registration Statement:

Exhibit		Description
1.1		Offer and Circular, dated November 10, 2005 (incorporated by reference to Exhibit 1.1 of the Registration Statement of Barrick Gold Corporation on Form F-10, Registration No. 333-129643, filed November 10, 2005)
1.2		Letter of Transmittal (incorporated by reference to Exhibit 1.2 of the Registration Statement of Barrick Gold Corporation on Form F-10, Registration No. 333-129643, filed November 10, 2005)
1.3		Notice of Guaranteed Delivery (incorporated by reference to Exhibit 1.3 of the Registration Statement of Barrick Gold Corporation on Form F-10, Registration No. 333-129643, filed November 10, 2005)

Exhibit		Description
1.4		Notice of Variation and Extension (filed herewith)
1.5		Letter to Shareholders, dated January 4, 2006 (filed herewith)
2.1		Annual Information Form of Barrick, dated March 30, 2005, for the year ended December 31, 2004 (incorporated by reference to Barrick’s Form 40-F filed with the Commission on March 31, 2005)
2.2		Management Information Circular of Barrick dated March 14, 2005 prepared in connection with the annual meeting of shareholders of Barrick held on April 28, 2005 (incorporated by reference to Exhibit 2 to Barrick’s Form 6-K furnished to the Commission on March 25, 2005)
2.3		Comparative audited consolidated financial statements of Barrick and the notes thereto as at December 31, 2004 and 2003 and for each of the years in the three-year period ended December 31, 2004, together with the report of the auditors thereon (incorporated by reference to Exhibit 2 to Barrick’s Form F-40 filed with the Commission on March 31, 2005) and management’s discussion and analysis of financial results found at pages 25 through 73 of Barrick’s 2004 Annual Report (incorporated by reference to Exhibit 2 to Barrick’s Form 40-F furnished to the Commission on March 31, 2005)
2.4		Comparative unaudited consolidated financial statements of Barrick and the notes thereto as at September 30, 2005 and for the nine months ended September 30, 2005 and 2004, together with management’s discussion and analysis of financial results, (incorporated by reference to Exhibit 2 to Barrick’s Form 6-K furnished to the Commission on October 31, 2005)
3.1		Material Change Report dated January 28, 2005 relating to the decision by the Peruvian tax authority, SUNAT, not to appeal the Tax Court’s decision in favour of Barrick regarding SUNAT’s tax assessment of the Pierina Mine for the 1999 and 2000 fiscal years (incorporated by reference to Exhibit 1 to Barrick’s Form 6-K furnished to the Commission on January 31, 2005)
3.2		Material Change Report dated November 9, 2005 relating to Barrick’s intention to make the Offer (incorporated by reference to Exhibit 1 to Barrick’s Form 6-K furnished to the Commission by Barrick on November 10, 2005)
3.3		Material Document dated November 9, 2005, containing the Bid Support and Purchase Agreement, dated October 30, 2005, between Barrick Gold Corporation and Goldcorp Inc., relating to Barrick’s intention to make the Offer (incorporated by reference to Exhibit 2 to Barrick’s Form 6-K furnished to the Commission on November 10, 2005).
3.4		Agreement dated December 9, 2005, between Placer Dome Inc. and Barrick Gold Corporation, relating to waiver of Placer Dome Inc.’s Shareholder Rights Plan (incorporated by reference to Exhibit 99.(A)(10)(1.1) of Amendment No. 1 to the Registration Statement of Barrick Gold Corporation on Form F-10, Registration No. 333-129643, filed on December 13, 2005)
3.5		Material Change Report dated December 28, 2005 relating to Barrick Gold Corporation and Placer Dome Inc. reaching agreement with respect to the Offer (incorporated by reference to Exhibit 1 to Barrick’s Form 6-K furnished to the Commission by Barrick on December 28, 2005)
3.6		Material Document dated December 28, 2005, containing the Support Agreement, dated December 22, 2005, between Barrick Gold Corporation and Placer Dome Inc. (incorporated by reference to Exhibit 2 to Barrick’s Form 6-K furnished to the Commission on December 28, 2005)
23.1		Consent of PricewaterhouseCoopers LLP (filed herewith)

PART III
UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

     The 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 Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

     (a) Currently with the filing of this Registration Statement, the Registrant is filing with the Commission a written irrevocable consent and power of attorney on Form F-X.

     (c) Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the relevant registration statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Barrick Gold Corporation, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, on this 4th day of January, 2006.

POWERS OF ATTORNEY

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

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

Signature		Title with Registrant		Date

/s/ Peter Munk   Peter Munk		Chairman and Director		January 4, 2006
/s/ Gregory C. Wilkins   Gregory C. Wilkins		President, Chief Executive Officer and Director (Principal Executive Officer)		January 4, 2006
/s/ Jamie C. Sokalsky   Jamie C. Sokalsky		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		January 4, 2006
/s/ Richard Ball   Richard Ball		Vice President, Financial Reporting and Risk Analysis (Principal Accounting Officer)		January 4, 2006
/s/ C. William D. Birchall   C. William D. Birchall		Vice Chairman and Director		January 4, 2006
/s/ Howard L. Beck   Howard L. Beck		Director		January 4, 2006
/s/ Gustavo Cisneros   Gustavo Cisneros		Director		January 4, 2006
/s/ Marshall A. Cohen   Marshall A. Cohen		Director		January 4, 2006
/s/ Peter A. Crossgrove   Peter A. Crossgrove		Director		January 4, 2006
/s/ Angus A. MacNaughton   Angus A. MacNaughton		Director		January 4, 2006
/s/ The Right Honourable Brian Mulroney   The Right Honourable Brian Mulroney		Director		January 4, 2006
/s/ Anthony Munk   Anthony Munk		Director		January 4, 2006

Signature		Title with Registrant		Date
/s/ Joseph L. Rotman   Joseph L. Rotman		Director		January 4, 2006
/s/ Steven J. Shapiro   Steven J. Shapiro		Director		January 4, 2006
/s/ J. Brett Harvey   J. Brett Harvey		Director		January 4, 2006

AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned, solely in the capacity of the duly authorized representative of Barrick Gold Corporation in the United States, has signed this Registration Statement in the City of Toronto, Province of Ontario, Canada on this 4th day of January, 2006.

EXHIBIT INDEX

Exhibit		Description
1.1		Offer and Circular, dated November 10, 2005 (incorporated by reference to Exhibit 1.1 of the Registration Statement of Barrick Gold Corporation on Form F-10, Registration No. 333-129643, filed November 10, 2005)
1.2		Letter of Transmittal (incorporated by reference to Exhibit 1.2 of the Registration Statement of Barrick Gold Corporation on Form F-10, Registration No. 333-129643, filed November 10, 2005)
1.3		Notice of Guaranteed Delivery (incorporated by reference to Exhibit 1.3 of the Registration Statement of Barrick Gold Corporation on Form F-10, Registration No. 333-129643, filed November 10, 2005)
1.4		Notice of Variation and Extension (filed herewith)
1.5		Letter to Shareholders, dated January 4, 2006 (filed herewith)
2.1		Annual Information Form of Barrick, dated March 30, 2005, for the year ended December 31, 2004 (incorporated by reference to Barrick’s Form 40-F filed with the Commission on March 31, 2005)
2.2		Management Information Circular of Barrick dated March 14, 2005 prepared in connection with the annual meeting of shareholders of Barrick held on April 28, 2005 (incorporated by reference to Exhibit 2 to Barrick’s Form 6-K furnished to the Commission on March 25, 2005)
2.3		Comparative audited consolidated financial statements of Barrick and the notes thereto as at December 31, 2004 and 2003 and for each of the years in the three-year period ended December 31, 2004, together with the report of the auditors thereon (incorporated by reference to Exhibit 2 to Barrick’s Form F-40 filed with the Commission on March 31, 2005) and management’s discussion and analysis of financial results found at pages 25 through 73 of Barrick’s 2004 Annual Report (incorporated by reference to Exhibit 2 to Barrick’s Form 40-F furnished to the Commission on March 31, 2005)
2.4		Comparative unaudited consolidated financial statements of Barrick and the notes thereto as at September 30, 2005 and for the nine months ended September 30, 2005 and 2004, together with management’s discussion and analysis of financial results, (incorporated by reference to Exhibit 2 to Barrick’s Form 6-K furnished to the Commission on October 31, 2005)
3.1		Material Change Report dated January 28, 2005 relating to the decision by the Peruvian tax authority, SUNAT, not to appeal the Tax Court’s decision in favour of Barrick regarding SUNAT’s tax assessment of the Pierina Mine for the 1999 and 2000 fiscal years (incorporated by reference to Exhibit 1 to Barrick’s Form 6-K furnished to the Commission on January 31, 2005)
3.2		Material Change Report dated November 9, 2005 relating to Barrick’s intention to make the Offer (incorporated by reference to Exhibit 1 to Barrick’s Form 6-K furnished to the Commission by Barrick on November 10, 2005)

Exhibit		Description
3.3		Material Document dated November 9, 2005, containing the Bid Support and Purchase Agreement, dated October 30, 2005, between Barrick Gold Corporation and Goldcorp Inc., relating to Barrick’s intention to make the Offer (incorporated by reference to Exhibit 2 to Barrick’s Form 6-K furnished to the Commission on November 10, 2005).
3.4		Agreement dated December 9, 2005, between Placer Dome Inc. and Barrick Gold Corporation, relating to waiver of Placer Dome Inc.’s Shareholder Rights Plan (incorporated by reference to Exhibit 99.(A)(10)(1.1) of Amendment No. 1 to the Registration Statement of Barrick Gold Corporation on Form F-10, Registration No. 333-129643, filed on December 13, 2005)
3.5		Material Change Report dated December 28, 2005 relating to Barrick Gold Corporation and Placer Dome Inc. reaching agreement respect to the Offer (incorporated by reference to Exhibit 1 to Barrick’s Form 6-K furnished to the Commission by Barrick on December 28, 2005)
3.6		Material Document dated December 28, 2005, containing the Support Agreement, dated December 22, 2005, between Barrick Gold Corporation and Placer Dome Inc. (incorporated by reference to Exhibit 2 to Barrick’s Form 6-K furnished to the Commission on December 28, 2005)
23.1		Consent of PricewaterhouseCoopers LLP (filed herewith)