<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>9
<FILENAME>a2054580zex-99_3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.3


                            HOMESTAKE MINING COMPANY
                         SPECIAL MEETING OF STOCKHOLDERS
                                  [   ], 2001

                     VOTING INSTRUCTION FORM FOR HOLDERS OF
                              HOMESTAKE CANADA INC.
                               EXCHANGEABLE SHARES

These voting instructions are solicited on behalf of the Board of Directors of
Homestake Mining Company

To holders of Homestake Canada Exchangeable Shares:

You are entitled to exercise voting rights at the Homestake Mining Company
Special Meeting to be held on [ ], 2001. 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 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):

[ ] 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 Homestake Canada exchangeable shares held by the
undersigned on [  ], 2001 at the Homestake Mining Company special meeting or any
postponement or adjournment thereof.

[ ] B. Appointment of Proxy. The undersigned hereby appoints ______ as proxy,
with the power to appoint a substitute, and hereby authorizes any of them to
represent and to vote as designated below, as to all Homestake Canada
exchangeable shares held by the undersigned on [ ], 2001, at the Homestake
Mining Company special meeting dated [ ] or any postponement or adjournment
thereof. (Persons holding proxies must attend the special meeting in order to
vote).

          -------------------------------------------------------------

                                 AFFIX LABLE OF
                                INTERMEDIARY HERE

                    (if you are not a registered shareholder)

         --------------------------------------------------------------

PLEASE MARK VOTES
AS IN THIS EXAMPLE: [X]

Business To be Conducted:

1.       To adopt the Agreement and Plan of Merger dated as of June 24, 2001,
         among Barrick Gold Corporation, Homestake Merger Co. and Homestake
         Mining Company.

         FOR      [ ]
         AGAINST  [ ]
         ABSTAIN  [ ]

HOMESTAKE CANADA EXCHANGEABLE SHARES WILL BE VOTED AS INSTRUCTED. IF NO
DIRECTIONS ARE GIVEN, THE SHARES WILL BE VOTED "FOR" ITEM 1.

THIS INSTRUCTION REVOKES ALL PRIOR INSTRUCTIONS GIVEN BY THE UNDERSIGNED. BY
EXECUTING THIS PROXY CARD, THE UNDERSIGNED AUTHORIZES THE PROXIES TO VOTE IN
THEIR DISCRETION TO ADOPT THE MERGER AGREEMENT IF THE UNDERSIGNED HAS NOT
SPECIFIED HOW HIS, HER OR ITS SHARE SHOULD BE VOTED.

Dated:                        , 2001
      (insert date of signing)

      ---------------------------------------

      ---------------------------------------

Sign exactly as name appears on this voting instruction form. If Homestake
Canada 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.
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