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<SEC-DOCUMENT>0000912057-01-538573.txt : 20020410
<SEC-HEADER>0000912057-01-538573.hdr.sgml : 20020410
ACCESSION NUMBER:		0000912057-01-538573
CONFORMED SUBMISSION TYPE:	F-4/A
PUBLIC DOCUMENT COUNT:		11
FILED AS OF DATE:		20011109

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BARRICK GOLD CORP
		CENTRAL INDEX KEY:			0000756894
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		F-4/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-65522
		FILM NUMBER:		1780620

	BUSINESS ADDRESS:	
		STREET 1:		ROYAL BK PLZ, SO TOWER, STE 2700
		STREET 2:		P O BOX 119
		CITY:			TORONTO ONTARIO CANA
		STATE:			A6
		BUSINESS PHONE:		4169239400

	MAIL ADDRESS:	
		STREET 1:		ROYAL BK PLZ SO TOWER STE 2700
		STREET 2:		P O BOX 119 TONONTO
		CITY:			ONTARIO M5H 2J3
		STATE:			A6

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BARRICK RESOURCES CORP
		DATE OF NAME CHANGE:	19860109
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-4/A
<SEQUENCE>1
<FILENAME>a2059026zf-4a.txt
<DESCRIPTION>FORM F-4/A
<TEXT>
<Page>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2001

                                                    REGISTRATION NO. (333-65522)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                                AMENDMENT NO. 2
                                       TO
                                    FORM F-4
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                            BARRICK GOLD CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)

<Table>
<S>                             <C>                          <C>
       ONTARIO, CANADA                     1041                    98-0161470
 (State or Other Jurisdiction        (Primary Standard          (I.R.S. Employer
              of                        Industrial           Identification Number)
Incorporation or Organization)  Classification Code Number)
</Table>

                         ROYAL BANK PLAZA, SOUTH TOWER
                           200 BAY STREET, SUITE 2700
                                  P.O. BOX 119
                            TORONTO, ONTARIO M5J 2J3
                                     CANADA
                                 (416) 861-9911

    (Address, Including Zip Code, and Telephone Number, Including Area Code
                  of Registrant's Principal Executive Offices)

                             SPENCER D. KLEIN, ESQ.
                              SHEARMAN & STERLING
                              599 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 848-4000


 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)

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

                                WITH COPIES TO:

<Table>
<S>                                         <C>
          WAYNE KIRK, ESQ.                           RICHARD HALL, ESQ.
      HOMESTAKE MINING COMPANY                    CRAVATH, SWAINE & MOORE
        1600 RIVIERA AVENUE                          825 EIGHTH AVENUE
             SUITE 200                                WORLDWIDE PLAZA
   WALNUT CREEK, CALIFORNIA 94596                 NEW YORK, NEW YORK 10009
          (925) 817-1300                              (212) 474-1000
</Table>

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

    Approximate date of commencement of proposed sale of the securities to the
public: Upon consummation of the merger referred to herein.

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
                            ------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ACTING PURSUANT
TO SAID SECTION 8(A) MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Page>
                                     [LOGO]


                                                                November 9, 2001


To the holders of Homestake Mining Company Common Stock:
To the holders of Homestake Canada Inc. Exchangeable Shares:
To the holders of Homestake Mining Company CHESS Depository Interests:
To the holder of Homestake Mining Company Special Voting Stock:


    You are cordially invited to attend a special meeting of stockholders of
Homestake Mining Company, relating to the proposed merger of Homestake with
Barrick Gold Corporation, which will be held at 8:30 a.m., Pacific time, on
December 14, 2001 at the Marriott Hotel, Santa Rosa room, 2355 N. Main Street,
Walnut Creek, California.



    At this important meeting, you will be asked to consider and vote on a
proposal to adopt the Agreement and Plan of Merger among Homestake, Barrick Gold
Corporation, and a wholly owned subsidiary of Barrick. In the merger, each
issued and outstanding share of Homestake common stock will be converted into
the right to receive 0.53 Barrick common shares. After the completion of the
merger, each outstanding Homestake Canada exchangeable share will remain
outstanding but will have the dividend and voting rights of 0.53 Barrick common
shares and will be exchangeable for 0.53 Barrick common shares.



    Barrick common shares are listed on the New York Stock Exchange, The Toronto
Stock Exchange, the London Stock Exchange, the Swiss Stock Exchange and the
Paris Bourse under the symbol "ABX". On November 7, 2001, the closing price of
Barrick common shares on the New York Stock Exchange was $16.06.


    THE BOARD OF DIRECTORS OF HOMESTAKE HAS DETERMINED UNANIMOUSLY THAT THE
MERGER IS FAIR TO AND IN THE BEST INTERESTS OF THE HOMESTAKE STOCKHOLDERS, AND
HAS APPROVED AND DECLARED ADVISABLE THE MERGER AGREEMENT. ACCORDINGLY, THE
HOMESTAKE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE OR GIVE INSTRUCTIONS TO
VOTE "FOR" THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.


    We believe that this is a compelling transaction and is in the best
interests of the Homestake stockholders. The exchange ratio represented a 31%
premium to Homestake stockholders based on the market prices for both companies'
stock on June 22, 2001, the last trading day prior to announcement. In approving
the merger, the Homestake board concluded that the combined company would be the
leader in the gold mining industry, having:


    - the largest market capitalization of any gold mining company;

    - the second largest gold production in the world;

    - the lowest cash costs of any major gold producer;

    - approximately $900 million in cash;

    - the gold mining industry's only A-rated balance sheet;

    - the financial resources and the geo-political risk profile to compete
      successfully for new projects and properties; and

    - significant development projects at Pascua-Lama and Veladero.


    If you were a record holder of Homestake common stock, Homestake Canada
exchangeable shares or Homestake CHESS depository interests at the close of
business on October 30, 2001, you have the right to vote or direct your vote at
the meeting.


    I look forward to seeing you at the meeting.

                                         Sincerely,



                                         [LOGO]

                                         Jack E. Thompson
                                         Chairman and Chief Executive Officer


    YOU SHOULD CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS" BEGINNING ON
PAGE 27 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS BEFORE VOTING.


    THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS INCLUDES A SUMMARY OF THE TERMS
OF THE MERGER AGREEMENT AND RELATED INFORMATION. WE ENCOURAGE YOU TO READ THIS
ENTIRE DOCUMENT CAREFULLY.


    If you have any questions concerning the proposed merger, please call our
proxy solicitors, D.F. King & Co., Inc., toll free at 1-888-414-5566. PLEASE DO
NOT SEND IN YOUR STOCK CERTIFICATES OR ACCOUNT STATEMENTS WITH YOUR PROXY CARD
OR VOTING INSTRUCTION FORM.

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

    Your vote is important. Whether you plan to attend the special meeting or
not, please sign, date and return the enclosed proxy card or voting instruction
form in the envelope provided.

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

    NONE OF THE SECURITIES AND EXCHANGE COMMISSION, ANY SECURITIES COMMISSION OR
SIMILAR AUTHORITY IN CANADA OR AUSTRALIA, OR ANY STATE OR FOREIGN SECURITIES
COMMISSION OR SIMILAR AUTHORITY HAS APPROVED OR DISAPPROVED THE BARRICK COMMON
SHARES TO BE ISSUED IN CONNECTION WITH THE MERGER DESCRIBED IN THIS PROXY
STATEMENT/PROSPECTUS, NOR HAVE THEY DETERMINED IF THIS PROXY
STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.


       This proxy statement/prospectus is dated November 9, 2001, and is
  first being mailed to Homestake stockholders on or about November 12, 2001.

<Page>
                      WHO CAN HELP ANSWER YOUR QUESTIONS?

    If you have more questions about the merger or if you would like copies of
any documents incorporated by reference into the accompanying proxy
statement/prospectus, which include important business and financial information
about Homestake and Barrick that is not included in or delivered with this
document, you may write or call the following persons. Upon request, we will
provide the documents you ask for at no cost to you. Please note that copies of
these documents will not include exhibits to the documents, unless the exhibits
are specifically incorporated by reference into the documents or this proxy
statement/prospectus.

    Barrick Gold Corporation

    Royal Bank Plaza, South Tower

    200 Bay Street, Suite 2700

    P.O. Box 119

    Toronto, Ontario M5J 2J3

    Canada

    (416) 861-9911

    Attention: Patrick Garver

            Executive Vice President and

            General Counsel

    Homestake Mining Company

    1600 Riviera Avenue, Suite 200

    Walnut Creek, California 94596-3568

    (925) 817-1300

    Attention: Wayne Kirk

            Vice President, General Counsel

            and Corporate Secretary


    TO ENSURE TIMELY DELIVERY PRIOR TO THE HOMESTAKE SPECIAL MEETING, ANY
REQUEST FOR DOCUMENTS SHOULD BE RECEIVED BY DECEMBER 7, 2001.

<Page>
                                     [LOGO]


                            HOMESTAKE MINING COMPANY
                         1600 RIVIERA AVENUE, SUITE 200
                      WALNUT CREEK, CALIFORNIA 94596-3568
                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON DECEMBER 14, 2001


TO THE HOLDERS OF HOMESTAKE MINING COMPANY COMMON STOCK, HOMESTAKE CANADA INC.
    EXCHANGEABLE SHARES, HOMESTAKE MINING COMPANY CHESS DEPOSITORY INTERESTS AND
    HOMESTAKE MINING COMPANY SPECIAL VOTING STOCK:


    Notice is hereby given that a special meeting of stockholders, including any
adjournments or postponements thereof, of Homestake Mining Company, a Delaware
corporation, will be held at 8:30 a.m., Pacific time, on December 14, 2001, at
the Marriott Hotel, Santa Rosa room, 2355 N. Main Street, Walnut Creek,
California, for the following purpose:



    To consider and vote upon a proposal to adopt the Agreement and Plan of
    Merger, dated as of June 24, 2001, among Barrick Gold Corporation,
    Homestake Merger Co., a wholly owned subsidiary of Barrick, and
    Homestake, as amended. Pursuant to the merger agreement, Homestake
    Merger Co. will merge with and into Homestake, resulting in Homestake
    becoming a wholly owned subsidiary of Barrick. As a result of the
    merger, each outstanding share of Homestake common stock will be
    converted into the right to receive 0.53 Barrick common shares, subject
    to adjustment in the case of specified changes in Barrick common shares.
    Each outstanding Homestake Canada exchangeable share will remain
    outstanding, but under the terms of the Homestake Canada exchangeable
    shares and the merger agreement, will thereafter have the dividend and
    voting rights of 0.53 Barrick common shares and will be exchangeable for
    0.53 Barrick common shares. A copy of the merger agreement is attached
    as Annex A to the accompanying proxy statement/prospectus.



    The Homestake board of directors has fixed the close of business on
October 30, 2001, as the record date for determining which Homestake
stockholders are entitled to receive notice of, and to vote at, the Homestake
special meeting. Only the holders of record of shares of Homestake common stock,
Homestake Canada exchangeable shares and Homestake CHESS depository interests on
the record date are entitled to have their votes counted at the Homestake
special meeting. Computershare Trust Company of Canada, as the holder of record
of the share of Homestake special voting stock, will cast the votes attributable
to the Homestake Canada exchangeable shares as instructed by the holders
thereof.


    Adoption of the merger agreement requires that the votes represented by a
majority of the shares of Homestake common stock (including shares represented
by Homestake CHESS depository interests) and Homestake Canada exchangeable
shares on the record date, voting together as a single class, be voted "FOR" the
proposal.


    Information regarding the merger and related matters is contained in the
accompanying proxy statement/prospectus and the annexes to the proxy
statement/prospectus. These materials are incorporated by reference into this
notice and form a part of this notice.


    You are cordially invited to attend the Homestake special meeting in person.
It is important that your shares of Homestake common stock, Homestake Canada
exchangeable shares and Homestake CHESS depository interests are represented at
the Homestake special meeting regardless of the number of shares or interests
that you hold. To ensure that you are represented at the Homestake special
meeting, please fill in, sign and return the enclosed proxy card or, if you are
a holder of
<Page>
Homestake CHESS depository interests or Homestake Canada exchangeable shares,
the voting instruction form, as promptly as possible. Your early attention to
the proxy card or, as the case may be, the voting instruction form will be
greatly appreciated because it will reduce the cost Homestake incurs in
obtaining voting instructions from its stockholders.

    You have the power to revoke your proxy or voting instructions at any time
prior to their use at the Homestake special meeting. If you attend the Homestake
special meeting you may withdraw your proxy or voting instructions and vote in
person.

    THE BOARD OF DIRECTORS OF HOMESTAKE HAS UNANIMOUSLY DETERMINED THAT THE
MERGER IS FAIR TO AND IN THE BEST INTERESTS OF HOMESTAKE AND ITS STOCKHOLDERS.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE OR GIVE
INSTRUCTIONS TO VOTE "FOR" THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.


    DO NOT SEND YOUR HOMESTAKE COMMON STOCK CERTIFICATES, YOUR HOMESTAKE CANADA
EXCHANGEABLE SHARE CERTIFICATES OR ACCOUNT STATEMENTS REPRESENTING YOUR
HOMESTAKE CHESS DEPOSITORY INTERESTS TO HOMESTAKE WITH YOUR PROXY CARD OR VOTING
INSTRUCTION FORM.


    YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD OR
VOTING INSTRUCTION FORM.


                                          By order of the board of directors,


                                          [LOGO]

                                          Jack E. Thompson
                                          Chairman and Chief Executive Officer


November 9, 2001

<Page>
                               TABLE OF CONTENTS


<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE
  BARRICK/HOMESTAKE MERGER..................................         1
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS...................         3
  The Companies.............................................         3
  Different Categories of Homestake shares..................         5
  Gold Hedging..............................................         6
  Special Meeting of Homestake Stockholders.................        10
  The Merger................................................        10
  Voting Power; Record Date.................................        10
  Vote Required to Adopt the Merger Agreement...............        11
  Stock Ownership...........................................        11
  Stockholders Agreement....................................        11
  Homestake Board of Directors' Recommendation..............        11
  Opinion of Homestake's Financial Advisor..................        12
  Interests of Homestake Directors and Officers in the
    Merger..................................................        12
  Proxies...................................................        12
  Homestake Stock Options, Share Rights and Delayed Delivery
    Rights..................................................        12
  Conditions of the Merger..................................        13
  Appraisal Rights..........................................        14
  Termination...............................................        14
  Effect of Termination.....................................        15
  Accounting Treatment......................................        15
  Comparison of Stockholder Rights..........................        15
  Regulatory Matters........................................        15
  Material United States Federal Income Tax Consequences of
    the Merger..............................................        15
  Material Canadian Federal Income Tax Consequences of the
    Merger..................................................        16
  Material Australian Income Tax Consequences of the
    Merger..................................................        16
  Exchange of Share Certificates............................        16
SUMMARY FINANCIAL STATEMENT PRESENTATION....................        18
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA OF
  BARRICK...................................................        19
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA OF
  HOMESTAKE.................................................        21
SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA AND
  UNAUDITED PER SHARE DATA..................................        23
COMPARATIVE PER SHARE DATA..................................        24
COMPARATIVE PER SHARE MARKET INFORMATION....................        25
RISK FACTORS................................................        27
FORWARD-LOOKING STATEMENTS..................................        30
THE HOMESTAKE SPECIAL MEETING...............................        31
  Homestake Special Meeting.................................        31
  Date, Time and Place......................................        31
  Purpose of the Special Meeting............................        31
</Table>


                                       i
<Page>


<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
  Record Date; Who is Entitled to Vote......................        31
  Voting your Shares........................................        32
  No Additional Matters may be Presented at the Special
    Meeting.................................................        34
  Revoking Your Proxy or Voting Instructions................        34
  Quorum....................................................        34
  Vote Required.............................................        35
  Solicitation Costs........................................        35
  Exchange of Share Certificates............................        36
  Stock Ownership...........................................        36
  Stockholders Agreement....................................        36
THE MERGER..................................................        37
  General...................................................        37
  Background of the Merger..................................        37
  Recommendation of the Homestake Board.....................        42
  Homestake's Reasons for the Merger........................        43
  Barrick's Reasons for the Merger..........................        49
  Opinion of Homestake's Financial Advisor..................        50
  Material U.S. Federal Income Tax Consequences of the
    Merger..................................................        57
  Tax-Free Merger in the U.S................................        58
  U.S. Tax Consequences of Owning and Disposing of Barrick
    Common Shares...........................................        60
  Material Canadian Federal Income Tax Consequences of the
    Merger..................................................        63
  Material Australian Income Tax Consequences of the
    Merger..................................................        70
  Anticipated Accounting Treatment..........................        71
  Regulatory Matters........................................        71
  Appraisal Rights..........................................        72
  Stock Exchange Listing....................................        73
  Interests of Homestake Directors and Officers in the
    Merger..................................................        73
  Resale of Barrick Common Shares...........................        77
THE MERGER AGREEMENT........................................        78
  Structure of the Merger...................................        78
  Closing and Effective Time of the Merger..................        78
  Merger Consideration......................................        78
  Cancellation of Shares....................................        79
  Procedures for Exchange of Certificates; Fractional
    Shares..................................................        79
  Representations and Warranties............................        80
  Material Adverse Effect...................................        81
  Covenants.................................................        82
  Material Acquisitions.....................................        83
  No Solicitation...........................................        83
  Homestake Stockholders Meeting............................        84
  Access to Information; Confidentiality....................        84
  Reasonable Efforts; Notification..........................        85
  Rights Agreements.........................................        86
</Table>


                                       ii
<Page>


<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
  Employee Equity Awards and Employee Benefit Matters.......        86
  Indemnification...........................................        88
  Fees and Expenses.........................................        89
  Public Announcements......................................        89
  Tax and Accounting Treatment..............................        89
  Stock Exchange Listing....................................        89
  Alternative Structure.....................................        89
  Conditions of the Merger..................................        90
  Termination...............................................        92
  Effect of Termination.....................................        93
  Amendment.................................................        93
  Extension; Waiver.........................................        93
STOCKHOLDERS AGREEMENT......................................        94
  Voting Agreement..........................................        94
  Irrevocable Proxy.........................................        94
  Transfer Restrictions.....................................        94
  Non-Solicitation..........................................        94
  Obligations as Directors and Officers.....................        95
  Registration Rights.......................................        95
  Termination...............................................        95
BARRICK GOLD CORPORATION UNAUDITED PRO FORMA COMBINED
  BALANCE SHEETS (2001).....................................        97
BARRICK GOLD CORPORATION UNAUDITED PRO FORMA COMBINED
  BALANCE SHEETS (2000).....................................        98
BARRICK GOLD CORPORATION UNAUDITED PRO FORMA COMBINED
  BALANCE SHEETS (1999).....................................        99
BARRICK GOLD CORPORATION UNAUDITED PRO FORMA COMBINED
  STATEMENTS OF INCOME (2001)...............................       100
BARRICK GOLD CORPORATION UNAUDITED PRO FORMA COMBINED
  STATEMENTS OF INCOME (2000)...............................       101
BARRICK GOLD CORPORATION UNAUDITED PRO FORMA COMBINED
  STATEMENTS OF INCOME (1999)...............................       102
BARRICK GOLD CORPORATION UNAUDITED PRO FORMA COMBINED
  STATEMENTS OF INCOME (1998)...............................       103
BARRICK GOLD CORPORATION NOTES TO UNAUDITED PRO FORMA
  COMBINED FINANCIAL STATEMENTS.............................       104
UNAUDITED PRO FORMA PROVEN AND PROBABLE RESERVES AND
  MINERALIZED MATERIAL......................................       107
UNAUDITED PRO FORMA PRODUCTION, PRICE AND COST DATA.........       112
DIRECTORS AND MANAGEMENT OF BARRICK FOLLOWING THE MERGER....       114
  Barrick Board Following the Merger........................       114
  Additional Information Regarding Executive Officers and
    Directors of Barrick....................................       114
  Compensation of Executive Officers and Directors of
    Barrick.................................................       115
</Table>


                                      iii
<Page>


<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
BENEFICIAL OWNERSHIP OF SECURITIES..........................       116
  Beneficial Owners of more than 5% of Barrick Common
    Shares..................................................       116
  Security Ownership of Beneficial Owners of Barrick Common
    Shares..................................................       116
  Security Ownership of Beneficial Owners of Homestake
    Shares..................................................       118
DESCRIPTION OF BARRICK SHARE CAPITAL........................       120
  General...................................................       120
  Barrick Common Shares.....................................       120
  Preferred Shares..........................................       120
  Barrick Special Voting Share..............................       120
  Transfer Agent and Registrar..............................       121
SHAREHOLDER RIGHTS PLANS....................................       122
  Homestake Rights Plan.....................................       122
  Homestake Canada Rights Plan..............................       123
COMPARISON OF STOCKHOLDER RIGHTS UNDER THE DELAWARE GENERAL
  CORPORATION LAW AND THE BUSINESS CORPORATIONS ACT
  (ONTARIO).................................................       124
STOCKHOLDER PROPOSALS.......................................       139
EXPERTS.....................................................       139
LEGAL MATTERS...............................................       139
WHERE YOU CAN FIND MORE INFORMATION.........................       139

ANNEXES

A--Agreement and Plan of Merger
B--Stockholders Agreement
C--Opinion of UBS Warburg LLC
D--Appraisal Rights Procedures Relating to the Homestake
  Special Voting Stock and Section 262 of Delaware General
  Corporation Law
</Table>


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


    YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR ON THE
INFORMATION TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.


    THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, ANY SECURITIES, OR THE SOLICITATION OF A PROXY, IN ANY
JURISDICTION IN WHICH IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION OR
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION.

                                       iv
<Page>
                     FREQUENTLY ASKED QUESTIONS AND ANSWERS
                       ABOUT THE BARRICK/HOMESTAKE MERGER


<Table>
<S>  <C>                               <C>  <C>
Q.   WHY IS HOMESTAKE PROPOSING THE    A.   Homestake believes that a combination of Homestake with
     MERGER?                                Barrick creates the world's premier gold mining company, in
                                            that the combined company is expected to have the largest
                                            market capitalization of any gold mining company, more than
                                            76 million ounces of proven and probable reserves, the
                                            second largest gold production in the world, the lowest
                                            cash cost of production of any major gold producer and
                                            approximately $900 million in cash and cash equivalents.
                                            With these larger reserves and production, lower cash
                                            costs, and greater financial resources, the merger will
                                            enable Homestake stockholders to participate in the growth
                                            of a larger, financially stronger company that is expected
                                            to be more profitable and better positioned to develop
                                            existing opportunities and to respond to competition for
                                            the acquisition of attractive properties and companies. The
                                            Homestake board believes that the combined company offers
                                            Homestake stockholders a greater opportunity to increase
                                            long-term stockholder value than Homestake on a stand-alone
                                            basis. SEE PAGE 43.
Q.   WHAT WILL I RECEIVE IN THE        A.   Each share of Homestake common stock that you own will be
     MERGER?                                converted into the right to receive 0.53 Barrick common
                                            shares. This is referred to as the "exchange ratio" in this
                                            document and as the "Conversion Number" in the merger
                                            agreement. Barrick will not issue fractional shares to you.
                                            Instead, Barrick will pay you cash for any fractional
                                            Barrick common shares you would otherwise have received.
                                            For example, if you own 100 shares of Homestake common
                                            stock, you will receive 53 Barrick common shares and no
                                            cash payment. If you own 101 shares of Homestake common
                                            stock, you will receive 53 Barrick common shares plus cash
                                            equal to the market value of 0.53 Barrick common shares on
                                            the date of the merger.
                                            We will adjust the exchange ratio to provide an economic
                                            equivalent if a stock split, combination or
                                            reclassification of Barrick common shares occurs or if
                                            Barrick issues other securities in exchange or substitution
                                            for Barrick common shares. SEE PAGE 78.
Q.   WHAT IS THE TOTAL VALUE OF THE    A.   Based on the closing price of $16.06 per Barrick common
     TRANSACTION AND WILL IT CHANGE         share on the New York Stock Exchange on November 7, 2001
     BETWEEN NOW AND THE TIME THE           and the total number of Barrick common shares to be issued
     MERGER IS COMPLETED?                   by Barrick in connection with the merger, the total value
                                            of the common shares that Barrick will issue in the merger
                                            will be about $2.2 billion. The exchange ratio is a fixed
                                            ratio, which means that it will not change even if the
                                            trading price of the Barrick common shares changes.
                                            Therefore, the market value of the Barrick common shares
                                            you will receive in the merger will increase or decrease as
                                            the price of Barrick common shares increases or decreases.
                                            SEE PAGE 24.
Q.   HOW MUCH OF THE COMBINED          A.   After the merger Homestake common stockholders will hold
     COMPANY WILL HOMESTAKE COMMON          approximately 26% of the outstanding Barrick common shares.
     STOCKHOLDERS OWN?
</Table>


                                       1
<Page>


<Table>
<S>  <C>                               <C>  <C>
Q.   WHEN DO YOU EXPECT THE MERGER     A.   It is currently anticipated that the merger will be
     TO BE COMPLETED?                       completed immediately following the Homestake special
                                            stockholder meeting on December 14, 2001.
Q.   IF I AM NOT GOING TO ATTEND THE   A.   Yes. After carefully reading and considering the
     HOMESTAKE SPECIAL MEETING IN           information contained in this document, please fill out and
     PERSON, SHOULD I RETURN MY             sign your proxy card or voting instruction form. Then
     PROXY CARD OR VOTING                   return the enclosed proxy card or voting instruction form
     INSTRUCTION FORM INSTEAD?              in the return envelope as soon as possible, so that your
                                            shares may be represented at the Homestake special meeting.
                                            IF YOU SIGN AND SEND IN YOUR PROXY OR VOTING INSTRUCTION
                                            FORM AND DO NOT INDICATE HOW YOU WANT TO VOTE, YOUR PROXY
                                            OR VOTING INSTRUCTION FORM WILL BE COUNTED AS A VOTE IN
                                            FAVOR OF ADOPTING THE MERGER AGREEMENT. IF YOU DO NOT SEND
                                            IN YOUR PROXY OR VOTING INSTRUCTION FORM OR YOU ABSTAIN, IT
                                            WILL HAVE THE EFFECT OF A VOTE AGAINST ADOPTING THE MERGER
                                            AGREEMENT. YOU MAY WITHDRAW YOUR PROXY OR VOTING
                                            INSTRUCTION FORM AT ANY TIME BEFORE ITS USE AT THE
                                            HOMESTAKE SPECIAL MEETING BY FOLLOWING THE DIRECTIONS ON
                                            PAGE 32.
Q.   IF I OWN HOMESTAKE CANADA         A.   No. On the closing of the merger, each of your Homestake
     EXCHANGEABLE SHARES, DO I HAVE         Canada exchangeable shares will:
     TO EXCHANGE THOSE SHARES FOR           - automatically have the dividend and voting rights of
     HOMESTAKE COMMON STOCK TO                0.53 Barrick common shares;
     PARTICIPATE IN THE MERGER?             - be exchangeable for 0.53 Barrick common shares; and
                                            - continue to exist and trade on The Toronto Stock
                                              Exchange.
                                            The merger agreement does not prevent you from exchanging
                                            your Homestake Canada exchangeable shares for Homestake
                                            common stock before the merger, but this will generally be
                                            a taxable event to Canadians for Canadian federal income
                                            tax purposes. It may be advantageous for you to exchange
                                            your Homestake Canada exchangeable shares for Barrick
                                            common shares after the merger because if, as expected,
                                            Barrick exercises its call rights on the exchange of your
                                            Homestake Canada exchangeable shares as described under
                                            "THE MERGER AGREEMENT--MERGER CONSIDERATION--TREATMENT OF
                                            HOMESTAKE CANADA EXCHANGEABLE SHARES", you may report the
                                            exchange as a tax-deferred rollover for Canadian tax
                                            purposes in most circumstances.
                                            Following the merger, Barrick will send you a letter of
                                            exchange and exchange instructions that you can use, if you
                                            choose, to exchange your Homestake Canada exchangeable
                                            shares for Barrick common shares.

Q.   WHAT WILL HAPPEN TO HOMESTAKE     A.   After the merger is completed:
     CHESS DEPOSITORY INTERESTS IN          - each share of Homestake common stock that is represented
     THE MERGER?                              by a Homestake CHESS depository interest will be
                                              converted into 0.53 Barrick common shares; and
                                            - the Homestake common stock will be delisted from the
                                              Australian Stock Exchange.
                                            Following the merger, Barrick common shares will be sent
                                            directly to the holders of Homestake CHESS depository
                                            interests.
Q.   IF MY SHARES ARE HELD IN          A.   No. Your broker can vote your shares only if you provide
     "STREET NAME" BY MY BROKER,            instructions on how to vote. You should instruct your
     WILL MY BROKER VOTE MY SHARES          broker to vote your shares, following the directions
     FOR ME?                                provided by your broker.
</Table>


                                       2
<Page>
                   SUMMARY OF THE PROXY STATEMENT/PROSPECTUS


    THIS DOCUMENT IS A PROXY STATEMENT OF HOMESTAKE MINING COMPANY AND A
PROSPECTUS OF BARRICK GOLD CORPORATION. THIS SUMMARY DISCUSSES MATERIAL ITEMS
DESCRIBED IN GREATER DETAIL ELSEWHERE IN THIS PROXY STATEMENT/PROSPECTUS. YOU
SHOULD CAREFULLY READ THE ENTIRE PROXY STATEMENT/PROSPECTUS AND THE OTHER
DOCUMENTS TO WHICH THIS DOCUMENT REFERS YOU, INCLUDING THE "RISK FACTORS"
SECTION (PAGE 27). SEE "WHERE YOU CAN FIND MORE INFORMATION" (PAGE 139). WE HAVE
INCLUDED PAGE REFERENCES PARENTHETICALLY TO DIRECT YOU TO A MORE COMPLETE
DESCRIPTION OF THE TOPICS PRESENTED IN THIS SUMMARY. UNLESS WE HAVE OTHERWISE
STATED, ALL REFERENCES TO CURRENCY ARE TO U.S. DOLLARS.


THE COMPANIES

BARRICK

    Barrick is a large international gold mining company formed in 1984 under
the BUSINESS CORPORATIONS ACT (Ontario) by the amalgamation of three mining
companies. Barrick common shares are listed on the New York Stock Exchange, The
Toronto Stock Exchange, the London Stock Exchange, the Swiss Stock Exchange and
the Paris Bourse under the symbol "ABX".

    Barrick's principal executive offices are located at Royal Bank Plaza, South
Tower, 200 Bay Street, Suite 2700, P.O. Box 119, Toronto, Ontario, M5J 2J3,
Canada. Barrick's telephone number is (416) 861-9911.

    Barrick (through its predecessors) entered the gold mining business in 1983
and is now one of the largest gold mining companies in the world. Barrick has
operating mines and development projects in the United States, Peru, Chile,
Argentina, Tanzania and Canada. At December 31, 2000, proven and probable
reserves stood at approximately 58.5 million ounces of gold. Barrick produced
3.74 million ounces of gold in the year ending December 31, 2000. Gold
production is targeted at approximately 3.8 million ounces in 2001.

    During its first ten years, Barrick focused on acquiring and developing
properties in North America, notably Barrick's flagship Goldstrike Property on
the Carlin Trend in Nevada. Barrick has transformed Goldstrike from a small
heap-leach operation to a property with 24.5 million ounces of gold reserves and
two producing mines, the Betze-Post and Meikle Mines. Goldstrike produced
2.45 million ounces of gold in 2000 and is expected to produce approximately
2.3 million ounces of gold in 2001. In 1994, Barrick strategically expanded
beyond its North American base to ensure growth in reserves and production and
now also operates in South America and Tanzania.

    Barrick employs a two-tiered growth strategy, consisting of disciplined
acquisitions and a district development program. Acquisitions, which are
intended to enhance financial performance, are illustrated by the acquisitions
noted below. The district development program involves focusing exploration on
and around existing properties. Through this program, Barrick discovered and
brought into production the Meikle Mine and related mineral deposits on the
Goldstrike Property.

    In 1994, Barrick acquired LAC Minerals Ltd., an international gold mining
company with operating mines in Canada, the United States and Chile. The
acquisition gave Barrick control of what is now known as the Pascua-Lama
Property, which hosts proven and probable reserves of approximately
17.5 million ounces of gold and 594 million ounces of silver.

    In 1996, Barrick acquired Arequipa Resources Ltd., a natural resources
company engaged in the acquisition and exploration of mineral properties in
Peru, including the Pierina early stage exploration property. The property
commenced production in November 1998 and has produced over 1.7 million ounces
of gold to December 31, 2000 at an average total cash cost of $43 per ounce.

    In 1999, Barrick acquired Sutton Resources Ltd., an exploration company with
mineral properties in Tanzania, including the Bulyanhulu Gold Project. At the
time of acquisition, gold reserves at

                                       3
<Page>
Bulyanhulu were 3.6 million ounces. By year-end 2000, Barrick increased reserves
to approximately 10 million ounces. Mine construction began in the third quarter
of 1999 and production commenced in March of 2001 at an expected average annual
production rate of 400,000 ounces of gold and an average total cash cost of $130
per ounce.

HOMESTAKE

    Homestake Mining Company was incorporated in 1983 under Delaware law as the
holding company for Homestake Mining Company of California, a company formed in
1877 to conduct gold mining operations at the Homestake Mine in South Dakota.
Homestake is one of the largest North American-based gold mining companies.
Homestake common stock is listed on the New York Stock Exchange and the Swiss
Stock Exchange under the symbol "HM", and on the Australian Stock Exchange under
the symbol "HSM". Homestake Canada exchangeable shares are listed on The Toronto
Stock Exchange under the symbol "HCX".

    Homestake's principal executive offices are located at 1600 Riviera Avenue,
Suite 200, Walnut Creek, California 94596-3568. Homestake's telephone number is
(925) 817-1300.


    At December 31, 2000, Homestake had proven and probable reserves of
17.5 million ounces of gold. Production in 2000 was 2.2 million ounces of gold
at an average total cash cost of $174 per ounce. Gold production for 2001 is
estimated at 2.3 million ounces at an average total cash cost of $163 per ounce.


    Homestake's operations include mineral exploration, extraction, processing,
refining and reclamation. Homestake has significant operations in the United
States, Canada and Australia. Homestake also has operations in Chile and
development projects in Argentina and Australia. Homestake is engaged in active
exploration projects in the United States, Canada, Australia, Argentina and
Chile and the Andean region of South America.

    Homestake's mines include:

    Eskay Creek mine, a small, high grade mine in British Columbia. Eskay Creek
produced 333,200 ounces of gold in 2000 at a total cash cost of $30 per ounce,
making it one of the lowest cash cost mines in the world. It had proven and
probable reserves of 2.1 million ounces of gold and 95.6 million ounces of
silver at December 31, 2000.

    The Hemlo mines (50% owned), located in northern Ontario. The Hemlo mines,
which comprise the largest gold mining complex in Canada, produced 304,900
ounces of gold in 2000 (Homestake's 50% share) at a total cash cost of $193 per
ounce. These mines had proven and probable reserves of 2.4 million ounces of
gold (Homestake's 50% share) at December 31, 2000.

    Round Mountain (50% owned, effective July 1, 2000), located in southern
Nevada. Round Mountain is one of the largest open-pit gold mines in the world.
It produced 243,700 ounces of gold in 2000 (Homestake's 50% share) at a total
cash cost of $206 per ounce. It had proven and probable reserves of 2.6 million
ounces of gold (Homestake's 50% share) at December 31, 2000.

    Ruby Hill, located in central Nevada. Ruby Hill produced 125,200 ounces of
gold in 2000 at a total cash cost of $106 per ounce. This mine is scheduled to
close in 2003, when remaining reserves are expected to be mined out. On closure,
structures and other improvements will be removed, the remaining unreclaimed
waste rock dumps will be covered and revegetated, and heap leach facilities will
be rinsed, covered and revegetated. Homestake will continue to monitor the
property following completion of remediation.

    McLaughlin, located in northern California. McLaughlin produced 107,800
ounces of gold in 2000 at a total cash cost of $235 per ounce from stockpiled
ore. This mine is scheduled to close in 2002, when remaining stockpiles will
have been processed. On closure, some of the structures and

                                       4
<Page>
improvements will be removed and the tailings impoundment will either be
completely capped or maintained as a wetlands after water treatment is
completed. Waste rock dumps were covered and revegetated and a substantial part
of the remediation was performed on completion of mining in the late 1990s.
Other structures and improved areas and several thousand acres of the property
will become an environmental research facility operated by the University of
California. Homestake will continue to monitor the property following completion
of remediation.

    Kalgoorlie operations (50% owned), located in Kalgoorlie, Western Australia.
This open pit mine is the largest gold mine in Australia. It produced 393,800
ounces of gold in 2000 (Homestake's 50% share) at a total cash cost of $189 per
ounce. It had proven and probable reserves of 6.3 million ounces of gold
(Homestake's 50% share) at December 31, 2000.

    The Yilgarn mines, consisting of the Plutonic, Darlot and Lawlers mines in
Western Australia. The Yilgarn mines had combined production of 481,900 ounces
of gold in 2000 at a total cash cost of $199 per ounce. These mines had proven
and probable reserves of 3 million ounces of gold at December 31, 2000.

    Homestake also owns 33.3% of the Marigold mine in Nevada, which produced
21,800 ounces of gold in 2000 (Homestake's 33.3% share) at a total cash cost of
$247 per ounce.


    During 2000, Homestake announced that it would close the Homestake mine in
South Dakota at year-end 2001. Because of high operating costs, declining ore
grades and escalating development costs, Homestake concluded that it could not
justify the capital expenditures that would be required to keep the mine
operating in a continuing low gold-price environment. On closure, some of the
structures and improvements will be removed, while others will be retained as
part of a historic mining museum and display in conjunction with City of Lead
tourism programs. The remaining unreclaimed waste rock dumps and the tailings
impoundment will be covered and revegetated. Homestake will continue to monitor
the property following completion of remediation. Homestake is also engaged in
discussions with the State of South Dakota and other parties regarding the
possibility of donating the underground mine and some surface facilities to the
State of South Dakota for use as an underground physics laboratory. However, the
donation of these parts of the property would not reduce the costs of
remediation and future monitoring.


    The Agua de la Falda mine (51% owned) in Chile is also scheduled to close at
year-end 2002, when remaining reserves are expected to be mined out. On closure,
under agreements with CODELCO, the Chilean government agency that owns the
remaining 49% of the property, structures and other improvements will remain in
place. Remaining unreclaimed waste rock dumps will be contoured and heap leach
facilities will be rinsed and contoured to blend with the surrounding
unvegetated desert conditions.


    Homestake has a 60% interest (40% owned by Barrick) in the Veladero
development project in San Juan Province, Argentina that had 180.8 million tons
of mineralized material at an average grade of 0.038 ounces of gold and 0.64
ounces of silver per ton at July 20, 2001. Homestake also acquired the Cowal
development project in New South Wales, Australia in June 2001.



DIFFERENT CATEGORIES OF HOMESTAKE SHARES


    There are four different forms in which you may hold Homestake shares:

    HOMESTAKE COMMON STOCK.  Most holders in the United States hold shares of
Homestake common stock.


    HOMESTAKE CHESS DEPOSITORY INTERESTS.  Some holders in Australia may hold
Homestake CHESS depository interests. A Homestake CHESS depository interest is
not a separate security. A Homestake CHESS depositary interest is a book entry
position that represents one share of Homestake common


                                       5
<Page>

stock which permits the holder of the Homestake CHESS depository interest to
trade his or her Homestake common stock on the Australian Stock Exchange where
only electronic settlement of trades takes place.


    HOMESTAKE CANADA EXCHANGEABLE SHARES.  Some holders in Canada and elsewhere
may hold Homestake Canada exchangeable shares. The Homestake Canada exchangeable
shares give holders the same economic rights and, indirectly, the same voting
rights that they would have if they held Homestake common stock. Holders of
Homestake Canada exchangeable shares receive dividends from Homestake Canada
that are equivalent to the dividends that are paid on Homestake common stock,
except that cash dividends are paid in Canadian dollars rather than
U.S. dollars. (Holders do not share in dividend or other distributions payable
by Homestake Canada on Homestake Canada common shares, all of which are owned by
Homestake.) Holders are also entitled, indirectly, to exercise the same voting
rights as a holder of Homestake common stock. (Except as required by Ontario
law, holders do not exercise voting rights as shareholders of Homestake Canada.)
Each Homestake Canada exchangeable share is exchangeable at any time for
Homestake common stock on a one-to-one basis.

    HOMESTAKE SPECIAL VOTING STOCK.  Only one share of Homestake special voting
stock has been issued and is outstanding. The single share of Homestake special
voting stock was issued to Computershare Trust Company of Canada, as the trustee
under the voting, support and exchange trust agreement relating to the Homestake
Canada exchangeable shares. The Homestake special voting stock is the mechanism
through which the holders of Homestake Canada exchangeable shares vote at annual
and special meetings of the holders of Homestake common stock. The Homestake
special voting stock has a number of votes attached to it equal to the number of
Homestake Canada exchangeable shares outstanding at any given time (excluding
those shares held by Homestake and its subsidiaries). The trustee exercises
voting rights only to the extent it receives voting instructions from the
holders of the Homestake Canada exchangeable shares. The Homestake special
voting stock has no dividend rights and does not have any other rights to
receive any distribution of assets.

GOLD HEDGING


    Barrick and Homestake have significant hedging programs in place to reduce
the impact of exposure to gold-price volatility. Barrick has had a substantial
program in place for over ten years, while Homestake's program is relatively
smaller and newer. Following the merger, it is anticipated that the combined
company will continue the use of gold hedging in a manner consistent with
historic Barrick parameters and controls, subject to market conditions.



    Barrick has well established hedging practices that are reviewed and
approved by the finance committee and the Barrick board of directors. From time
to time, Barrick's treasury group, with guidance from the chief financial
officer, makes recommendations with respect to specific hedging objectives and
plans to implement those objectives. Such recommendations are subject to review
and approval by the finance committee, which then reports to the Barrick board.
Specific parameters as to, among other things, the size of the hedge position,
the types of contracts used by Barrick and the expected impact on realized gold
prices are established by the finance committee and the Barrick board. These
parameters establish the framework within which the treasury group operates. For
example, Barrick has historically sold forward the equivalent of approximately
three to four years of estimated gold production or approximately 20% to 25% of
proven and probable gold reserves. A report on Barrick's hedge position,
detailing the size of the hedge position by contract type, key terms of the
contracts, diversification of the position among counterparties and each
counterparty's recent credit rating and the latest fair value of each group of
contracts, is prepared each week and distributed to the chief executive officer,
the chief financial officer and members of the finance committee. The Barrick
board of directors also receives a report on Barrick's hedging position at each
of its regularly scheduled meetings. Barrick maintains a separate compliance
function reporting to the controller to independently monitor and verify hedging
activities and achieve segregation of duties of personnel


                                       6
<Page>
responsible for entering into hedging transactions from personnel responsible
for recording and reporting transactions. In addition, the treasurer regularly
monitors all hedging transactions entered into by the treasury group. All
confirmations and settlements of transactions are processed and checked
independently of the treasury group. Responsibility for entering into hedging
transactions is limited to a small group of experienced treasury personnel.
Summaries of each individual transaction, setting out the terms of the
transactions and the identity of the individual executing each transaction, are
generated by the treasury group and delivered to the compliance function on a
daily basis. Confirmations from counterparties are received directly by the
compliance function and checked against the documentation generated by the
treasury group. Barrick does not enter into delivery commitments that are not
covered by scheduled production, or trade for its own account.

    Homestake has a formal board approved hedging policy which presently limits
its forward sales of gold to 30% of estimated production over 10 years. In
addition, forward sales in a given year generally do not exceed 30% of estimated
annual production for that year, subject to the authority of the chief executive
officer to authorize sales of an additional 300,000 ounces per year with the
approval of the executive committee of the Homestake board of directors.
Homestake has well established hedging practices that are reviewed and approved
by the finance committee and the Homestake board. The Homestake gold hedging
management committee, chaired by the chief executive officer and including the
chief financial officer, the controller, the treasurer and the vice president,
North American operations and the vice president, Australia, is responsible for
overseeing the hedging program and authorizing specific hedging strategies. A
report on Homestake's hedge position is prepared each month and distributed to
the Homestake gold hedging management committee by Homestake's treasury group.
This report summarizes Homestake's outstanding hedge position at the end of the
month (including aggregate hedge volume as compared to policy maximum, types of
contracts and key terms and mark-to-market value) as well as all new hedge
positions added during the month. The Homestake board also receives a report on
Homestake's hedging position at each of its regular meetings. Hedging execution
is limited to a small group of authorized individuals. Furthermore, on the day
that a hedge trade is executed, a detailed hedge transaction report is prepared
by Homestake's treasury group and distributed to the chief financial officer and
the controller. Homestake does not enter into delivery commitments that are not
covered by scheduled production, or trade for its own account.

    Barrick has hedging arrangements in place with 21 counterparties, which have
an average credit rating of AA-. Homestake has hedging arrangements in place
with 5 counterparties, each of which has at least an A credit rating. All of the
hedging counterparties are well-established bullion banks or large commercial
banks with a significant presence in the bullion trading market. To reduce
exposure to defaults by counterparties, both Barrick and Homestake diversify
their hedging arrangements across a number of counterparties and regularly
monitor their counterparties' credit ratings. To date, all counterparties have
fully performed their obligations under such arrangements.

HISTORIC PERFORMANCE

    Both Barrick and Homestake have made effective use of gold hedging to reduce
price risk:


    - Barrick has consistently achieved its hedging objectives, with 55
      consecutive quarters of gains in hedging its gold sales to June 30, 2001.


    - Since its inception, Barrick's premium gold sales program has increased
      revenues, when compared to the spot price for gold, by $2 billion, or an
      average of $67 per ounce for every ounce produced.

    - Homestake has delivered a realized gold price consistently above market
      levels, outperforming the spot price of gold over the past five years by
      an average of $13 per ounce.

                                       7
<Page>

    The above describes historic performance. Based on the current structure of
Barrick's hedge position and current interest and gold borrowing rates, if the
spot price of gold remained in the range of $275 per ounce for an extended
period of time, the premiums over the spot price would be lower than the $80 to
$100 per ounce that has been achieved in the past four years.


CURRENT POSITION

    As of June 30, 2001, Barrick had committed to deliver 15.8 million ounces
pursuant to gold forward sales. Barrick's hedge position as of June 30, 2001 was
as follows:


<Table>
<Caption>
                                    2001       2002       2003       2004       2005       2006     2007+    TOTALS
                                  --------   --------   --------   --------   --------   --------   -----   --------
<S>                               <C>        <C>        <C>        <C>        <C>        <C>        <C>     <C>
GOLD PRODUCTION
  Jan. 1 to June 30 (actual)....    1,865
  July 1 to Dec. 31
    (expected)..................    1,885
GOLD FORWARD SALES
  Ounces (000)..................    1,900     3,700      2,800      1,900      1,200         900    3,400    15,800
  Average Price ($/oz.)(1)......      340       340        345        350        340         341     358        346

MIN-MAX CONTRACTS(2)
  Ounces (000)..................    1,300       350                                                           1,650
  Average Floor Price ($/oz.)...      267       270                                                             268
  Average Cap Price ($/oz.).....      290       289                                                             290

CALL OPTIONS (Purchased)(3)
  Ounces (000)..................   (1,900)                                                                   (1,900)
  Average Strike ($/oz.)........      335

LONG-TERM CALL OPTIONS SOLD(4)
  Ounces (000)..................                300        500        400        300         200    1,000     2,700
  Average Strike ($/oz.)........                300        351        330        334         370     360        345

SHORT-TERM CALL OPTIONS SOLD(4)
  Ounces (000)..................      400       500                                                             900
  Average Strike ($/oz.)........      300       300                                                             300
TOTAL NET COMMITTED(5)
  Ounces (000)..................    1,700     4,850      3,300      2,300      1,500       1,100    4,400    19,150
</Table>


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

(1) The average price of the gold forward sales (also called spot deferred
    contracts) reflects the expected future value incorporating an average gold
    borrowing rate assumption of 1.75%. The gold borrowing rate component of the
    forward sale price is fixed on 100% of the hedged position for 2001 through
    2004 and on a portion of the hedged position beyond 2004. The weighted
    average gold borrowing rate component on the total spot deferred position is
    1.79%.

(2) The min-max contracts provide a minimum starting floor price for spot
    deferred contracts while allowing for additional upside gold price
    participation to the cap price. These contracts, if exercised, will be
    incorporated into spot deferred contracts for delivery beyond 2002.


(3) As of June 30, 2001, Barrick's purchased call option position was
    1.9 million ounces. These calls provide Barrick with the right but not the
    obligation to purchase gold, resulting in the ability to participate in
    higher gold prices, while still enabling Barrick to maintain the security of
    a floor price. Barrick can therefore sell its production at a minimum floor
    price of $340 per ounce through its spot deferred program, but can also
    realize further gains on any rise in the spot price above $335 per ounce in
    2001. Barrick does not currently intend to purchase additional call options.


                                       8
<Page>
(4) The sold options can only be exercised by the counterparties on the expiry
    date and can be incorporated, at Barrick's option, into spot deferred
    contracts and rolled forward for up to 15 years. There is no requirement for
    Barrick to cash settle these transactions.


(5) The ounces subject to the min-max contracts and the sold call options are
    committed only in the event that the spot price exceeds the strike price
    and/or cap price on the expiry date.


    For further information regarding Barrick's hedging program, see pages 71 to
73 of Barrick's 2000 Annual Report to shareholders filed on Form 6-K on
April 12, 2001 which is incorporated in this document by reference.

    As of June 30, 2001, Homestake's forward gold sales position stood at
approximately 2.0 million ounces, consisting entirely of gold forward sales.

<Table>
<Caption>
                                            2001       2002       2003       2004       2005       2006     2007+    TOTALS
                                          --------   --------   --------   --------   --------   --------   -----   --------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>        <C>     <C>
GOLD FORWARD SALES
  Ounces (000)..........................    232        359        259        229        392        108       451     2,030
  Average Price ($/oz.).................    268        279        283        303        316        401       422       326
</Table>

    Approximately 1.4 million ounces of the Homestake gold hedge position is
denominated in Australian dollars. The prices above are based on an exchange
rate of Aus$1.00 = US$0.5155.

    There are no unusual features of any Barrick or Homestake hedges that can
materially affect either the fair value of the contracts or the expected
performance of the contracts. Neither Barrick nor Homestake has margin
requirements at any gold price.

    As of June 30, 2001, the mark-to-market gain on Barrick's hedge position was
$380 million and the mark-to-market gain on Homestake's gold hedges was
$43 million.

    Mark-to-market, or MTM, sensitivities are as summarized below:


<Table>
<Caption>
                                       IMPACT ON MTM OF       IMPACT ON MTM OF     IMPACT ON MTM OF THE
MTM SENSITIVITY TO:(1)                BARRICK CONTRACTS:    HOMESTAKE CONTRACTS:     MERGED COMPANY:
- ----------------------                -------------------   --------------------   --------------------
<S>                                   <C>                   <C>                    <C>
A $1/oz increase in spot gold
  price:............................  $17 million decline   $2 million decline     $19 million decline
A 0.1% decline in interest rates:...   $20 million gain       $2 million gain       $22 million gain
A 0.1% rise in gold borrowing
  rates:............................    $6 million gain       $2 million gain        $8 million gain
A $0.01 increase in the value of
  the Aus$..........................         None             $7 million gain        $5 million gain
</Table>


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


(1) Based on actual hedge position as at June 30, 2001 (as detailed in the
    tables set out above), a spot gold price as at June 30, 2001 of $271 per
    ounce, actual applicable US$ interest rates as at June 30, 2001, actual
    applicable gold borrowing rates where fixed as at June 30, 2001, an assumed
    gold borrowing rate of 1.75% where not fixed, and an exchange rate of
    Aus$1.00=US$0.5155 as at June 30, 2001.


                                       9
<Page>
COMBINED COMPANY

    Upon completion of the merger, the total gold forward sales of Barrick and
Homestake will be as follows:

<Table>
<Caption>
                                      2001       2002       2003       2004       2005       2006     2007+    TOTALS
                                    --------   --------   --------   --------   --------   --------   -----   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>     <C>
GOLD FORWARD SALES
  Ounces (000)....................   2,132      4,059      3,059      2,129      1,592      1,008     3,851    17,830
  Average Price ($/oz.)...........     332        335        340        345        334        347      366        344
</Table>

    There are no current plans to significantly alter the structure of the
combined company's hedge position.

SPECIAL MEETING OF HOMESTAKE STOCKHOLDERS


    DATE, TIME AND PLACE.  The special meeting of the stockholders of Homestake
will be held at 8:30 a.m., Pacific time, on December 14, 2001, at the Marriott
Hotel, Santa Rosa room, 2355 N. Main Street, Walnut Creek, California, to vote
on the proposal to adopt the merger agreement. (page 31)


THE MERGER

    The merger agreement provides for the merger of Homestake Merger Co., a
Delaware corporation and wholly owned subsidiary of Barrick, which we refer to
as Merger Sub, with and into Homestake. Following consummation of the merger,
Homestake will continue as the surviving corporation and become a wholly owned
subsidiary of Barrick. In the merger, each outstanding share of Homestake common
stock (including shares of Homestake common stock underlying Homestake CHESS
depository interests) will be converted into the right to receive 0.53 Barrick
common shares. After the merger, each Homestake Canada exchangeable share will
remain outstanding, but, under the terms of the Homestake Canada exchangeable
shares and the merger agreement, will have the dividend and voting rights of
0.53 Barrick common shares and will be exchangeable for 0.53 Barrick common
shares.

    Barrick and Homestake plan to complete the merger promptly after the
Homestake special meeting, provided that:

    - Homestake's stockholders have approved the proposal to adopt the merger
      agreement;

    - the required antitrust and other regulatory approvals have been obtained
      at such time; and

    - the other conditions specified in the merger agreement have been satisfied
      or waived.

    If the required approvals have not been obtained at that time or the other
conditions have not been satisfied or waived, the merger will be completed
promptly after the remaining approvals are obtained or the remaining conditions
are satisfied or waived. The merger will become effective when a certificate of
merger is filed with the Delaware Secretary of State or at such later time as is
specified in the certificate of merger.


    The merger agreement is included as Annex A to this proxy
statement/prospectus. We encourage you to read the merger agreement. It is the
legal document that governs the merger. (page 78)


VOTING POWER; RECORD DATE


    You will be entitled to vote or direct votes to be cast at the special
meeting if you owned shares of Homestake common stock, Homestake CHESS
depository interests or Homestake Canada exchangeable shares at the close of
business on October 30, 2001, which is the record date for the special meeting.
You will have one vote for each share of Homestake common stock, each Homestake


                                       10
<Page>

CHESS depository interest and each Homestake Canada exchangeable share you owned
at the close of business on the record date. (page 31)


VOTE REQUIRED TO ADOPT THE MERGER AGREEMENT

    The adoption of the merger agreement will require the affirmative vote of
the holders of a majority of the aggregate voting power of:

    - the shares of Homestake common stock (including shares represented by
      Homestake CHESS depository interests) outstanding on the record date, and

    - the Homestake Canada exchangeable shares outstanding on the record date,


voting together as a single class. At the close of business on October 30, 2001,
there were 263,380,225 eligible votes outstanding, consisting of Homestake
common stock (including shares represented by Homestake CHESS depository
interests) and Homestake Canada exchangeable shares, held by 19,088 record
holders. Computershare Trust Company of Canada, as the trustee and holder of
record on the record date of the Homestake special voting stock, is required to
cast the votes attached to the outstanding share of Homestake special voting
stock as instructed by the holders of the Homestake Canada exchangeable shares.
Barrick shareholders are not required to approve the merger. (page 35)


STOCK OWNERSHIP


    On the record date, directors and executive officers of Homestake and their
affiliates beneficially owned and were entitled to vote 6,803,046 shares of
Homestake common stock and had the right to acquire 2,408,317 shares of
Homestake common stock. The total of these shares represented approximately
3.47% of the Homestake common stock and the Homestake Canada exchangeable shares
deemed outstanding on that date. On the record date, Homestake had one
stockholder, August von Finck, who beneficially owned 21,000,000 shares of
Homestake common stock. On the record date Mr. von Finck and three members of
his immediate family collectively beneficially owned 32,257,900 shares of
Homestake common stock. The shares owned by the members of the von Finck family
represented approximately 12.25% of the Homestake common stock and the Homestake
Canada exchangeable shares outstanding on the record date. (page 36)


STOCKHOLDERS AGREEMENT


    In connection with the merger, Homestake, Barrick and Merger Sub entered
into a stockholders agreement with Jack E. Thompson, Chairman and Chief
Executive Officer of Homestake, Walter Segsworth, President and Chief Operating
Officer of Homestake, and Mr. von Finck and three members of his immediate
family pursuant to which those stockholders of Homestake have agreed to vote all
of their shares of Homestake common stock in favor of the adoption of the merger
agreement. On the record date, these stockholders owned 32,410,595 shares of
Homestake common stock or approximately 12.31% of the Homestake common stock and
Homestake Canada exchangeable shares outstanding on the record date. Each of
these stockholders has also irrevocably appointed Barrick as its attorney and
proxy to vote and act with respect to the stockholder's shares with regard to
the adoption of the merger agreement. We have attached the stockholders
agreement as Annex B to this proxy statement/prospectus. (page 36)


HOMESTAKE BOARD OF DIRECTORS' RECOMMENDATION


    After careful consideration, the Homestake board of directors has determined
unanimously that the merger is fair to and in the best interests of Homestake
and its stockholders. The Homestake board has approved and declared advisable
the merger agreement and unanimously recommends that you vote or instruct your
vote to be cast "FOR" the adoption of the merger agreement. (page 42)


                                       11
<Page>
OPINION OF HOMESTAKE'S FINANCIAL ADVISOR


    On June 24, 2001, UBS Warburg LLC, Homestake's financial advisor, delivered
an opinion to the Homestake board of directors that, as of the date of the
opinion, the exchange ratio to be received in the merger was fair, from a
financial point of view, to the stockholders of Homestake. We have attached this
opinion as Annex C to this proxy statement/prospectus. (page 50)


INTERESTS OF HOMESTAKE DIRECTORS AND OFFICERS IN THE MERGER

    When you consider the recommendation of the Homestake board of directors
that you vote in favor of adoption of the merger agreement, you should keep in
mind that a number of Homestake executives and members of the Homestake board
have interests in the merger that are different from, or in addition to, your
interest as a stockholder. These interests include, among other things:

    - pursuant to change of control agreements previously approved by the
      Homestake board, many of Homestake's executives will be entitled to
      receive severance benefits and enhanced retirement benefits upon
      termination of employment under specific circumstances after the merger;

    - outstanding stock options and share rights granted to officers and
      employees of Homestake under Homestake's stock option and share right
      plans will fully vest upon termination of employment under specific
      circumstances after the merger;

    - after the completion of the merger, Barrick intends to appoint Jack E.
      Thompson to serve as a director of Barrick;

    - share rights granted to directors under Homestake's stock option and share
      right plans and 1998 Outside Directors Stock Compensation Plan will fully
      vest if the Homestake director ceases to serve as a director within one
      year following the effective time of the merger; and


    - all rights to indemnification and exculpation for liabilities for prior
      acts or omissions in favor of Homestake's directors and officers will be
      assumed by the surviving corporation in the merger, which will also
      provide directors' and officers' liability insurance coverage for at least
      six years. (page 73)


PROXIES


    Proxies and voting instructions may be solicited by mail, telephone or in
person. Homestake has hired D.F. King & Co., Inc. and Barrick and Homestake have
engaged BMO Nesbitt Burns Inc. to assist in the solicitation process.



    If you grant a proxy or deliver voting instructions, you may still vote your
shares in person if you revoke your proxy or voting instructions before the
special meeting. (page 32)


HOMESTAKE STOCK OPTIONS, SHARE RIGHTS AND DELAYED DELIVERY RIGHTS


    The merger agreement provides that each outstanding Homestake stock option
will be converted into an option to acquire, on the same terms and conditions as
were applicable under the Homestake stock option, that number of Barrick common
shares as the holder of the Homestake stock option would have been entitled to
receive if the option were exercised immediately before the merger. The exercise
price of the option will be at a price per Barrick common share equal to
(1) the exercise price for each share of Homestake common stock otherwise
purchasable under such Homestake stock option divided by (2) 0.53 (the exchange
ratio for the merger). The merger agreement also provides that each Homestake
share right and delayed delivery right outstanding immediately before the
effective time of the merger will be deemed to constitute a share right and
delayed delivery right to acquire that number of Barrick common shares the
holder would have received if the holder received all the shares of


                                       12
<Page>

Homestake common stock covered by the Homestake share right or delayed delivery
right immediately before the effective time of the merger. (page 86)


CONDITIONS OF THE MERGER

    A number of conditions must be satisfied before the merger will be
completed. These include:

    - the receipt of the approval of the Homestake stockholders;

    - approval for listing on The Toronto Stock Exchange and the New York Stock
      Exchange of the Barrick common shares to be issued pursuant to the merger
      agreement;

    - approval by The Toronto Stock Exchange and the Ontario Securities
      Commission of the issuance of the Barrick special voting share in
      connection with the assumption by Barrick of the Homestake Canada
      exchangeable share structure (received);

    - expiration or termination of the waiting period under the
      Hart-Scott-Rodino Antitrust Improvements Act of 1976 (received);

    - the issuance of an advance ruling certificate, or the expiration of the
      waiting period under the COMPETITION ACT (Canada) and the issuance of a no
      action letter, or waiver of compliance with Part IX of the COMPETITION ACT
      (Canada) (received);

    - any consents and approvals under any other foreign antitrust law, the
      absence of which would prohibit the consummation of the merger, have been
      obtained (received);

    - the continued effectiveness of the registration statement covering the
      Barrick common shares to be issued upon completion of the merger;

    - the absence of any pending action or proceeding by any governmental entity
      challenging the acquisition by Barrick of any shares of Homestake common
      stock, seeking to restrain the consummation of the merger, seeking to
      prohibit the ownership by Barrick of any material portion of the business
      or assets of Homestake, seeking to impose material limitations on the
      ability of Barrick to exercise full rights of ownership of any shares of
      Homestake or seeking to prohibit Barrick from effectively controlling the
      business or operations of Homestake;

    - the absence of legal restraints or prohibitions preventing the
      consummation of the merger;

    - Barrick and Homestake having received letters from their independent
      accountants relating to the treatment of the merger as a
      pooling-of-interests under U.S. generally accepted accounting principles;

    - the correctness of the representations and warranties of the parties
      contained in the merger agreement, except for any inaccuracies that would
      not result in a material adverse effect on such party;

    - the performance in all material respects of all the obligations of the
      parties contained in the merger agreement;

    - Homestake having received an opinion of its counsel that the merger will
      be treated as a tax-free reorganization for U.S. federal income tax
      purposes; and

    - the absence of material adverse changes with respect to either party.


    If the law permits, either Barrick or Homestake may waive conditions for the
benefit of itself and its stockholders and complete the merger even though one
or more of these conditions have not been met. We cannot assure you that all of
the conditions will be satisfied or waived or that the merger will occur.
(page 90)


                                       13
<Page>
APPRAISAL RIGHTS


    The holders of Homestake common stock and Homestake Canada exchangeable
shares are not entitled to any appraisal rights with respect to the merger. The
holder of the Homestake special voting stock may have appraisal rights under
specific conditions. (page 72)


TERMINATION

    Barrick and Homestake may mutually agree at any time before the effective
time of the merger to terminate the merger agreement. Also, either company can
terminate the merger agreement, without the consent of the other, before the
effective time of the merger if:

    - Homestake stockholders do not approve the adoption of the merger agreement
      at the Homestake special meeting; or

    - the merger is not consummated on or before March 31, 2002 unless extended
      as provided in the merger agreement; or

    - any court or other governmental entity prohibits the merger; or

    - the other party materially breaches a covenant, agreement, representation
      or warranty contained in the merger agreement which would result in a
      condition to the merger becoming incapable of being satisfied; or

    - any condition to the obligation of that party to effect the merger is not
      capable of being satisfied.

    Further, Homestake can terminate the merger agreement before the effective
time of the merger if the Homestake board approves and, concurrently with the
termination of the merger agreement, Homestake enters into a definitive
agreement providing for the implementation of an acquisition of Homestake that
was not solicited by Homestake and is financially more favorable than the merger
with Barrick.

    In addition, Barrick can terminate the merger agreement before the effective
time of the merger if the Homestake board:

    - withdraws or modifies in a manner adverse to Barrick its recommendation to
      the Homestake stockholders to approve the merger; or

    - approves or recommends any other takeover proposal for Homestake.

    If Barrick or Homestake terminates the merger agreement because Homestake
stockholder approval was not obtained at the Homestake special meeting, then
Homestake will reimburse Barrick for out-of-pocket expenses up to $10 million.

    Homestake has agreed to pay Barrick a termination fee of $80 million (less
any expenses previously reimbursed) in each of the following circumstances:

    - if the merger agreement is terminated by either Homestake or Barrick
      because of the failure of Homestake's stockholders to adopt the merger
      agreement or by Barrick because of Homestake's breach of the merger
      agreement if in either case a takeover proposal for Homestake is pending
      at the time of the special meeting or the breach and within 12 months of
      termination Homestake enters into an agreement for or consummates a
      takeover proposal for Homestake;

    - if the merger agreement is terminated by the Homestake board and the
      Homestake board has approved a takeover proposal financially more
      favorable than the merger with Barrick that was not solicited by Homestake
      and Homestake enters into that proposal concurrent with termination of the
      merger agreement; or

                                       14
<Page>

    - if the merger agreement is terminated by Barrick after the Homestake board
      withdraws or modifies in an adverse manner its recommendation to Homestake
      stockholders to adopt the merger agreement or approves or recommends any
      other takeover proposal for Homestake. (page 92)


EFFECT OF TERMINATION

    If the merger agreement is terminated, the merger agreement will become null
and void, except for liabilities resulting from willful or material breach and
obligations described under "TERMINATION" above.

ACCOUNTING TREATMENT


    We expect that the merger will be accounted for as a pooling-of-interests
under generally accepted accounting principles in the United States.
Pooling-of-interests accounting means that the historical book value of
Homestake's assets and liabilities will be carried over to Barrick's balance
sheet, the shareholders' equity accounts of Barrick and Homestake will be
combined on Barrick's balance sheet and the new combined company will be treated
as if the two companies had always been combined. (page 71)


COMPARISON OF STOCKHOLDER RIGHTS


    Your right to receive Barrick common shares in exchange for your Homestake
common stock will result in differences between your rights as a Barrick
shareholder, governed by Ontario corporate law, and your rights as a Homestake
stockholder, governed by Delaware corporate law. (page 124)


REGULATORY MATTERS

    We are prohibited by U.S. antitrust laws from completing the merger until
after we have furnished information and materials to the Antitrust Division of
the Department of Justice and the Federal Trade Commission and a required
waiting period has expired or been terminated. Homestake and Barrick filed the
required materials on July 10 and 11, 2001, respectively, and early termination
of the waiting period for these approvals was granted on August 2, 2001.
However, the Department of Justice and the Federal Trade Commission have the
authority to challenge the transactions on antitrust grounds before or after the
merger is completed.

    We are prohibited under Canadian competition law from completing the merger
until after the parties have furnished information and materials to the
Commissioner of Competition and either the Commissioner has issued an advance
ruling certificate or the required waiting period has been waived or has
terminated. The requisite filings were made with the Commissioner on July 18,
2001 and on July 25, 2001 the Commissioner issued an advance ruling certificate
in respect of the merger.


    The merger is subject to the approval of the Treasurer of the Commonwealth
of Australia, or the expiration of the relevant waiting period, under Australian
foreign investment laws. Barrick lodged an application with the Treasurer on
July 10, 2001 and on August 13, 2001 Barrick was informed that the Treasurer
does not object to the merger. (page 71)


MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER


    Homestake has received an opinion of its tax counsel stating that the merger
will qualify as a tax-free reorganization for U.S. federal income tax purposes.
Accordingly, Homestake stockholders will not recognize a gain or loss for
U.S. federal income tax purposes as a result of the exchange of their Homestake
common stock for Barrick common shares in the merger. U.S. holders of Homestake


                                       15
<Page>

common stock, however, will recognize a gain or loss for U.S. federal income tax
purposes with respect to any cash received instead of fractional Barrick common
shares. (page 57)


MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    Canadian-resident holders of Homestake common stock will exchange their
shares of Homestake common stock for Barrick common shares in the merger on a
fully taxable basis for Canadian tax purposes. Such holders will be required to
recognize a gain or loss equal to the difference between (i) the aggregate fair
market value of the Barrick common shares (and any cash for a fractional Barrick
common share) received by them, and (ii) the cost amount of the shares of
Homestake common stock disposed of plus any reasonable costs of disposition.

    Canadian-resident holders of Homestake Canada exchangeable shares will not
be considered to have disposed of their Homestake Canada exchangeable shares
upon the completion of the merger. Accordingly, such holders will not be
required to recognize any gain or loss on the Homestake Canada exchangeable
shares upon the completion of the merger. After the merger, each Homestake
Canada exchangeable share will have the dividend and voting rights of 0.53
Barrick common shares and will be exchangeable for 0.53 Barrick common shares.
If, as expected, Barrick exercises its call rights upon the exchange of a
holder's Homestake Canada exchangeable shares, the holder may receive the
Barrick common shares on a tax-deferred rollover basis for Canadian tax purposes
in most circumstances. It may therefore be advantageous for a Canadian resident
holder of Homestake Canada exchangeable shares to exercise the holder's exchange
rights after the merger.


    Holders of shares of Homestake common stock who are not residents of Canada
will generally not be subject to Canadian tax upon the exchange of their
Homestake common stock for Barrick common shares. However, dividends paid on the
Barrick common shares to a non-resident of Canada will be subject to Canadian
withholding tax. (page 63)


MATERIAL AUSTRALIAN INCOME TAX CONSEQUENCES OF THE MERGER


    Australian resident holders of Homestake common stock will be treated as
having disposed of that stock for capital gains tax purposes. A gain may be
realized if the aggregate of the market value of the Barrick common shares
received and the cash received instead of fractional shares in exchange for the
Homestake common stock exceeds the Homestake stockholder's cost base in the
shares of Homestake common stock. An Australian resident stockholder will be
required to include the taxable amount of this gain (if any) in his or her
assessable income, unless he or she elects to obtain scrip for scrip rollover
relief (to the extent the gain is referable to the receipt of Barrick common
shares), if available. The taxable amount of any gain referable to the receipt
of cash instead of fractional shares will not be eligible for rollover relief
and will be required to be included in the assessable income of the Homestake
stockholder. (page 70)


EXCHANGE OF SHARE CERTIFICATES


    HOMESTAKE COMMON STOCK.  After the closing of the merger, the exchange agent
appointed in connection with the merger will send a letter of transmittal and
exchange instructions to Homestake common stockholders for use in exchanging
Homestake common stock certificates for Barrick share certificates and cash
instead of any fractional share entitlement. (page 79)



    HOMESTAKE CANADA EXCHANGEABLE SHARES.  On closing of the merger, your
Homestake Canada exchangeable shares will continue to be outstanding, and each
outstanding exchangeable share will have the dividend and voting rights of
0.53 Barrick common shares and be exchangeable, at your option, for
0.53 Barrick common shares. To assist you should you want to exchange your
Homestake Canada exchangeable shares for Barrick common shares, the exchange
agent appointed by Barrick will send you a letter of exchange and exchange
instructions for use in exchanging your Homestake Canada


                                       16
<Page>

exchangeable shares for Barrick common shares and cash instead of any fractional
share entitlement. (p. 79)



    HOMESTAKE CHESS DEPOSITORY INTERESTS.  On the closing of the merger, each
share of Homestake common stock that is represented by a Homestake CHESS
depository interest will be converted into 0.53 Barrick common shares. After the
closing of the merger, CHESS Depository Nominees will arrange with the exchange
agent to be appointed by Barrick to send directly to you your Barrick common
shares and cash instead of any fractional share entitlement. (p. 80)



    PLEASE DO NOT SEND ANY STOCK CERTIFICATES OR ACCOUNT STATEMENTS AT THIS
TIME.


                                       17
<Page>
                    SUMMARY FINANCIAL STATEMENT PRESENTATION


    Unless otherwise indicated in this document, all financial information
relating to Homestake is presented in U.S. dollars, has been prepared in
accordance with U.S. generally accepted accounting principles and has been
derived from Homestake's restated financial statements prepared in accordance
with U.S. generally accepted accounting principles. All financial information
relating to Barrick is presented in U.S. dollars, is prepared in accordance with
U.S. generally accepted accounting principles and is derived from restated
financial statements prepared in accordance with Canadian generally accepted
accounting principles.



    Canadian generally accepted accounting principles differ from
U.S. generally accepted accounting principles and may result in material
differences in reported financial results for Barrick. For a reconciliation to
U.S. generally accepted accounting principles of Barrick's restated financial
statements for the six month period ended June 30, 2001 and 2000, see Barrick's
report on Form 6-K and for each of the five years ended December 31, 2000, 1999,
1998, 1997 and 1996, see Barrick's Amended Annual Report on Form 40-F/A for the
year ended December 31, 2000 and Annual Report on Form 40-F for the year 1998.


    Following the merger, it is expected that Barrick will continue to be a
"foreign private issuer" eligible to file reports under the Securities Exchange
Act and the multi-jurisdictional disclosure system. The multi-jurisdictional
disclosure system facilitates cross-border offerings of securities and
continuous reporting by specified Canadian issuers. The system permits eligible
companies in the United States and Canada to offer securities in the other
country using the disclosure documents meeting the regulatory requirements of
their home country. As a corporation governed by the BUSINESS CORPORATIONS ACT
(Ontario) and subject to the reporting requirements of the various securities
regulatory authorities in Canada, Barrick is required to prepare and file
financial information under Canadian generally accepted accounting principles.

    Barrick and Homestake expect that the merger will be accounted for as a
pooling-of-interests under U.S. generally accepted accounting principles.
Following the merger, Barrick anticipates filing with the Securities and
Exchange Commission consolidated financial statements prepared under
U.S. generally accepted accounting principles. Communications with shareholders
will also primarily focus on the financial results of the merged company
prepared in accordance with U.S. generally accepted accounting principles.
However, in accordance with Canadian statutory requirements, Barrick will also
continue to prepare, file and provide to its Canadian shareholders financial
statements prepared in accordance with Canadian generally accepted accounting
principles.

    All dollar amounts set forth in this document are in U.S. dollars, except
where otherwise indicated. Except where defined in headings to a table,
references in this document to "$," "US$," "dollars" or "U.S. dollars" are to
United States dollars. References in this document to "Cdn$" are to Canadian
dollars, and references to Aus$ are to Australian dollars.

                                       18
<Page>
         SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA OF BARRICK


    Set forth below is a summary of selected consolidated financial information
with respect to Barrick which has been derived from Barrick's restated financial
statements and prepared in accordance with U.S. generally accepted accounting
principles and is for the six month periods ended June 30, 2001 and 2000 and for
the years ended December 31, 2000, 1999, 1998, 1997 and 1996. More comprehensive
financial information is included in Barrick's restated financial statements and
annual reports. The selected consolidated financial data set forth below is
qualified in its entirety by reference to, and should be read in conjunction
with, Barrick's complete restated consolidated financial statements, including
the notes thereto, and annual reports. See "WHERE YOU CAN FIND MORE INFORMATION"
regarding how you can obtain this information (page 139). Barrick has also
included selected operating data for the six month periods ended June 30, 2001
and 2000 and for the five-year period ended December 31, 2000.


    The financial and operating information in the following tables reflects the
following significant transactions or events:

    - The closure of the following mines due to the depletion of reserves: the
      Mercur Mine (1997), the Golden Patricia Mine (1997), the Pinson Mine
      (1999), the Bullfrog Mine (1999) and the Tambo Mine (2000).

    - The commencement of commercial production at the following mines: the
      Meikle Mine (1996) and the Pierina Mine (1998).

    - The purchase of all the outstanding shares of Arequipa Resources Ltd. in
      1996, a company which owned the Pierina Property.

    - The issuance of $500 million of redeemable, non-convertible debentures in
      1997.

    - The sale of Barrick's 50% interest in the Doyon Mine in 1998 for a pre-tax
      gain of $42 million (no gain net of tax).

    - The purchase of all of the outstanding shares of Sutton Resources Ltd. in
      1999, a company which owned the Bulyanhulu Property.

    - Provision for mining assets of $1.44 billion (net of tax) in 2000,
      $725 million (net of tax) in 1997 and $38 million (net of tax) in 1996.

                                       19
<Page>
    Unless otherwise specified, dollars in tables are in millions of
U.S. dollars, except per share and per ounce amounts.


<Table>
<Caption>
                                                                 AS OF OR FOR THE YEARS ENDED DECEMBER 31,
                                                            ----------------------------------------------------
FINANCIAL INFORMATION                 2001(1)    2000(1)      2000       1999       1998       1997       1996
- ---------------------                 --------   --------   --------   --------   --------   --------   --------
<S>                                   <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME STATEMENT DATA
  Revenues..........................   $  713     $  616    $ 1,329     $1,421     $1,291     $1,295     $1,319
  Income (loss) from continuing
    operations before cumulative
    effect of change in accounting
    principle.......................      150         83     (1,042)       260        254       (477)       211
  Net income (loss).................      149         83     (1,065)       260        254       (477)       211
  Comprehensive income (loss).......      132         83     (1,065)       260        254       (477)       211

PER SHARE DATA
  Income (loss) from continuing
    operations before cumulative
    effect of change in accounting
    principle.......................   $ 0.38     $ 0.21    $ (2.63)    $ 0.66     $ 0.65     $(1.24)    $ 0.56
  Net income (loss).................     0.38       0.21      (2.69)      0.66       0.65      (1.24)      0.56
  Dividends per share...............     0.11       0.11       0.22       0.20       0.18       0.16       0.14

BALANCE SHEET DATA
  Cash and equivalents..............   $  681     $  590    $   623     $  500     $  458     $  333     $  264
  Working capital...................      487        497        398        389        359        258        290
  Total assets......................    4,072      5,321      4,035      5,208      4,828      4,535      5,018
  Long term debt....................      725        617        676        525        500        500        500
  Net assets........................    2,739      3,833      2,645      3,791      3,582      3,324      3,815
  Capital stock.....................   $2,861     $2,852    $ 2,855     $2,849     $2,821     $2,743     $2,695
  Common shares outstanding
    (millions)......................      396        396        396        396        377        373        373

OTHER INFORMATION
- -----------------
OPERATING DATA
  Ounces of gold produced (Barrick's
    share) (THOUSANDS)..............    1,865      1,802      3,744      3,660      3,205      3,048      3,149
  Average realized price per ounce
    of gold sold....................   $  340     $  360    $   360     $  385     $  400     $  420     $  415
  Production costs per ounce of gold
    sold:
    Total cash costs................   $  158     $  138    $   145     $  134     $  180     $  206     $  217
    Amortization and reclamation....       85        111         96        112         72         70         62
                                       ------     ------    -------     ------     ------     ------     ------
  Total production costs............   $  243     $  249    $   241     $  246     $  252     $  276     $  279
                                       ======     ======    =======     ======     ======     ======     ======
</Table>


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

(1) As of or for the six months ended June 30, 2001 and 2000 (unaudited).

                                       20
<Page>
        SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA OF HOMESTAKE


    Set forth below is a summary of selected consolidated financial information
with respect to Homestake which has been derived from Homestake's restated
financial statements and prepared in accordance with U.S. generally accepted
accounting principles and is for the six months ended June 30, 2001 and 2000 and
for the years ended December 31, 2000, 1999, 1998, 1997 and 1996. More
comprehensive financial information is included in Homestake's financial
statements and annual reports. The selected consolidated financial data set
forth below is qualified in its entirety by reference to, and should be read in
conjunction with, Homestake's complete consolidated financial statements,
including the notes thereto, and annual reports. See "WHERE YOU CAN FIND MORE
INFORMATION" (page 139) regarding how you can obtain this information. Homestake
has also included selected operating data for the six months ended June 30, 2001
and 2000 and for the five-year period ended December 31, 2000.


    The financial and operating information in the following tables reflects the
following significant transactions or events:

    - The purchase of all of the outstanding shares of Bargold Corporation in
      2000, a company that owned a 25% interest in the Round Mountain Mine,
      increasing Homestake's interest in the Round Mountain Mine to 50%.

    - The purchase of all of the outstanding shares of Argentina Gold Corp. in
      1999, a company which owns a 60% interest in the Veladero Property. The
      acquisition was accounted for on a pooling-of-interests basis.

    - The purchase in 1998 of the 49.4% of the outstanding shares of Prime
      Resources Group Inc. that Homestake did not already own, a company having
      the Eskay Creek Mine as its principal asset.

    - The purchase of all of the outstanding shares of Plutonic Resources
      Limited in 1998, a company owning a number of producing gold mines and
      gold exploration properties in Australia. The acquisition was accounted
      for on a pooling-of-interests basis.


    - Provision for mining assets, restructuring costs and other non-recurring
      charges of $66 million in 2000, $16 million in 1999, $189 million in 1998
      and $140 million in 1997 (all net of tax).


    - A provision in 1997 of $85 million for Homestake's investment in the Main
      Pass 299 sulfur mine.

    - An after-tax gain of $47 million in 1997 on the fee received upon
      termination of Homestake's merger agreement with Santa Fe Pacific Gold
      Corporation.

                                       21
<Page>
    Unless otherwise specified, dollars in tables are in millions of
U.S. dollars, except per share and per ounce amounts.


<Table>
<Caption>
                                                                 AS OF OR FOR THE YEARS ENDED DECEMBER 31,
                                                            ----------------------------------------------------
FINANCIAL INFORMATION                 2001(1)    2000(1)      2000       1999       1998       1997       1996
- ---------------------                 --------   --------   --------   --------   --------   --------   --------
<S>                                   <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME STATEMENT DATA
  Revenues..........................   $  362     $  329     $  667     $  730     $  778     $  948     $  975
  Income (loss) from continuing
    operations......................       (9)       (23)      (109)       (11)      (244)      (126)        42
  Net income (loss).................       (5)       (48)      (124)       (16)      (248)      (238)        40
  Comprehensive income (loss).......       (2)       (92)      (191)        16       (276)      (314)        81

PER SHARE DATA
  Income (loss) from continuing
    operations......................   $(0.03)    $(0.12)    $(0.42)    $(0.04)    $(1.05)    $(0.55)    $ 0.19
  Net income (loss).................    (0.02)     (0.18)     (0.48)     (0.06)     (1.07)     (1.04)      0.18
  Dividends per share...............       --         --      0.025      0.075      0.100      0.150      0.200

BALANCE SHEET DATA
  Cash and cash equivalents.........   $  212     $  263     $  193     $  130     $  148     $  124     $  105
  Working capital...................      222        260        179        257        306        316        238
  Total assets......................    1,309      1,489      1,358      1,583      1,627      1,616      1,954
  Long-term debt....................      223        279        225        278        357        375        255
  Shareholders' equity..............      546        634        545        723        717        692      1,040

OTHER INFORMATION
- -----------------
OPERATING DATA
  Ounces of gold produced
    (Homestake's share)
    (THOUSANDS).....................    1,223      1,058      2,206      2,141      2,137      2,178      2,102
  Average realized price per ounce
    of gold produced................   $  271     $  292     $  288     $  291     $  312     $  353     $  406
  Production costs per ounce of gold
    sold:
    Total cash costs................   $  164     $  177     $  174     $  182     $  205     $  252     $  266
    Amortization and reclamation....       69         67         68         68         69         63         66
                                       ------     ------     ------     ------     ------     ------     ------
  Total production costs............   $  233     $  244     $  242     $  250     $  274     $  315     $  332
                                       ======     ======     ======     ======     ======     ======     ======
</Table>


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

(1) As of or for the six months ended June 30, 2001 and 2000 (unaudited).

                                       22
<Page>
            SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA AND
                            UNAUDITED PER SHARE DATA


    The following tables set forth selected unaudited pro forma combined
financial data. The pro forma amounts included in the tables below are presented
as if the merger had been effective for all periods presented, have been
prepared in accordance with U.S. generally accepted accounting principles and
are based on the pooling-of-interests method of accounting. You should read this
information in conjunction with, and such information is qualified in its
entirety by, the consolidated financial statements and accompanying notes of
Barrick and Homestake incorporated in this document by reference and the
pro forma combined financial statements and accompanying discussions and notes
beginning on page 96. See "WHERE YOU CAN FIND MORE INFORMATION" (page 139)
regarding how you can obtain the complete financial statements and accompanying
footnotes. The pro forma amounts in the tables below are presented for
informational purposes. You should not rely on the pro forma amounts as being
indicative of the financial position or the results of operations of the
combined company that would have actually occurred had the merger been effective
during the periods presented or of the future financial position or future
results of operations of the combined company.


    Unless otherwise specified, dollars in tables are in millions of
U.S. dollars, except per share amounts.


<Table>
<Caption>
                                                                           YEARS ENDED DECEMBER 31,
                                                                        ------------------------------
                                                             2001(1)      2000       1999       1998
                                                             --------   --------   --------   --------
<S>                                                          <C>        <C>        <C>        <C>
INCOME STATEMENT DATA:
  Revenues.................................................   $1,074    $ 1,996     $2,151     $2,069
  Income (loss) from continuing operations.................      141     (1,151)       249         10
  Income (loss) before cumulative effect of change in
    accounting principle...................................      145     (1,166)       244          6
  Net income (loss)........................................      144     (1,189)       244          6

PER COMMON SHARE DATA:
  Income (loss) from continuing operations.................     0.26      (2.15)      0.47       0.02
  Income (loss) before cumulative effect of change in
    accounting principle...................................     0.27      (2.18)      0.46       0.01
  Net income (loss)........................................     0.27      (2.22)      0.46       0.01
  Dividends................................................    0.082      0.175      0.185      0.179
</Table>



<Table>
<Caption>
                                                                             DECEMBER 31,
                                                              JUNE 30,    -------------------
                                                                2001        2000       1999
                                                              ---------   --------   --------
<S>                                                           <C>         <C>        <C>
BALANCE SHEET DATA:
  Cash and equivalents......................................   $  858      $  816     $  630
  Working capital...........................................      674         576        646
  Total assets..............................................    5,346       5,393      6,791
  Long-term debt............................................      948         901        803
  Shareholders' equity......................................    3,250       3,190      4,514
</Table>


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

(1) As of or for the six months ended June 30, 2001 (unaudited).

                                       23
<Page>
                           COMPARATIVE PER SHARE DATA


    The following table sets forth, for the periods indicated, selected
pro forma per share amounts, prepared in accordance with U.S. generally accepted
accounting principles, for the Barrick common shares, after giving effect to the
merger accounted for under the pooling-of-interests method of accounting,
pro forma per share equivalent amounts for shares of the Homestake common stock
and the corresponding historical per share data for the Homestake common stock
and the Barrick common shares. The information presented is based upon, and is
qualified in its entirety by, the consolidated financial statements and the
related notes of each of Homestake and Barrick incorporated in this document by
reference. You should not rely on the pro forma per share data as being
indicative of the results of operations or the financial condition that would
have been reported by the combined company had the merger been in effect during
these periods or that may be reported in the future. See "SELECTED UNAUDITED PRO
FORMA COMBINED FINANCIAL DATA AND UNAUDITED PER SHARE DATA" for a more complete
discussion.


    Information presented in the table below reflects the following:

    - Each of the comparative per share data has been calculated assuming
      completion of the merger as if it had been in effect for all periods
      presented based on the exchange ratio of 0.53 Barrick common shares for
      each share of Homestake common stock.

    - Homestake per share equivalent data has been calculated by multiplying the
      unaudited pro forma combined data by the exchange ratio of 0.53.

    - Income (loss) from continuing operations per share is presented before the
      cumulative effect of the change in accounting principles.


<Table>
<Caption>
                                                                          AS OF OR FOR THE YEARS ENDED
                                                                                  DECEMBER 31,
                                                                         ------------------------------
                                                              2001(1)      2000       1999       1998
                                                              --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
UNAUDITED PRO FORMA COMBINED:
  Income (loss) from continuing operations per share........   $ 0.26     $(2.15)    $ 0.47     $ 0.02
  Dividends per share.......................................    0.082      0.175      0.185      0.179
  Book value per share......................................     6.07       5.96       8.55

HOMESTAKE PER SHARE EQUIVALENTS:
  Income (loss) from continuing operations per share........   $ 0.14     $(1.14)    $ 0.25     $ 0.01
  Dividends per share.......................................    0.043      0.093      0.098      0.095
  Book value per share......................................     3.22       3.16       4.53

HOMESTAKE HISTORICAL:
  Income (loss) from continuing operations per share........   $(0.03)    $(0.42)    $(0.04)    $(1.05)
  Dividends per share.......................................       --      0.025      0.075      0.100
  Book value per share......................................     2.07       2.07       2.78

BARRICK HISTORICAL:
  Income (loss) from continuing operations per share........   $ 0.38     $(2.63)    $ 0.66     $ 0.65
  Dividends per share.......................................    0.110      0.220      0.200      0.180
  Book value per share......................................     6.92       6.68       9.57
</Table>


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

(1) As of or for the six months ended June 30, 2001 (unaudited).

                                       24
<Page>
                    COMPARATIVE PER SHARE MARKET INFORMATION

    The Barrick common shares are principally listed on, and applications to
list the Barrick common shares to be issued pursuant to the merger will be filed
with, The Toronto Stock Exchange and the New York Stock Exchange. The Barrick
common shares also trade on the London Stock Exchange, the Swiss Exchange and
the Paris Bourse.

    The table below sets forth the high and low sale prices of Barrick common
shares for each of the five most recent full fiscal years as reported on The
Toronto Stock Exchange and the New York Stock Exchange Composite Tape, and the
high and low sale prices of the Homestake common stock for each of the five most
recent full fiscal years as reported on the New York Stock Exchange Composite
Tape.

<Table>
<Caption>
                                                        THE TORONTO
                                                      STOCK EXCHANGE               NEW YORK STOCK EXCHANGE
                                                    -------------------   -----------------------------------------
                                                          BARRICK               BARRICK              HOMESTAKE
                                                          COMMON                COMMON                COMMON
                                                          SHARES                SHARES                 STOCK
                                                    -------------------   -------------------   -------------------
                                                      HIGH       LOW        HIGH       LOW        HIGH       LOW
                                                    --------   --------   --------   --------   --------   --------
                                                          (CDN$)                  ($)                   ($)
<S>                                                 <C>        <C>        <C>        <C>        <C>        <C>
1996..............................................   45.00      33.50      32.88      24.63      20.88      13.63
1997..............................................   39.30      21.50      28.75      15.13      16.63       8.25
1998..............................................   35.95      20.09      23.69      12.88      15.00       7.69
1999..............................................   38.20      24.00      26.00      16.13      11.44       7.19
2000..............................................   29.45      18.70      20.00      12.31       8.00       3.50
</Table>

    The table below sets forth, for the calendar quarters indicated, the high
and low sale prices of the Barrick common shares as reported on The Toronto
Stock Exchange and the New York Stock Exchange Composite Tape, and the high and
low sale prices of the Homestake common stock on the New York Stock Exchange
Composite Tape.


<Table>
<Caption>
                                                         THE TORONTO
                                                       STOCK EXCHANGE               NEW YORK STOCK EXCHANGE
                                                     -------------------   -----------------------------------------
                                                           BARRICK               BARRICK              HOMESTAKE
                                                           COMMON                COMMON                COMMON
                                                           SHARES                SHARES                 STOCK
                                                     -------------------   -------------------   -------------------
                                                       HIGH       LOW        HIGH       LOW        HIGH       LOW
                                                     --------   --------   --------   --------   --------   --------
                                                           (CDN$)                  ($)                   ($)
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
1999
First Quarter......................................   32.85      24.80      21.81      16.44      11.44       8.13
Second Quarter.....................................   34.20      24.00      23.43      16.13      10.75       7.50
Third Quarter......................................   38.20      25.00      26.00      16.75      11.00       7.19
Fourth Quarter.....................................   35.90      24.90      24.44      16.94      10.13       7.50

2000
First Quarter......................................   28.30      22.50      19.75      15.63       8.00       5.88
Second Quarter.....................................   29.45      22.50      20.00      15.50       7.63       5.63
Third Quarter......................................   27.20      22.10      18.38      14.81       6.94       5.00
Fourth Quarter.....................................   26.30      18.70      17.26      12.31       5.25       3.50

2001
First Quarter......................................   27.48      21.10      17.59      13.69       6.62       3.94
Second Quarter.....................................   29.65      21.65      19.39      13.72       8.25       4.75
Third Quarter......................................   28.41      21.95      17.98      14.20       9.44       7.31
Fourth Quarter (through November 7, 2001)..........   28.25      24.20      17.95      15.31       9.48       7.97
</Table>


                                       25
<Page>
    The table below sets forth the high and low sale prices for each of the six
most recent full calendar months for the Barrick common shares as reported on
The Toronto Stock Exchange and the New York Stock Exchange Composite Tape and
the Homestake common stock on the New York Stock Exchange Composite Tape.


<Table>
<Caption>
                                                         THE TORONTO
                                                       STOCK EXCHANGE               NEW YORK STOCK EXCHANGE
                                                     -------------------   -----------------------------------------
                                                           BARRICK               BARRICK              HOMESTAKE
                                                           COMMON                COMMON                COMMON
                                                           SHARES                SHARES                 STOCK
                                                     -------------------   -------------------   -------------------
                                                       HIGH       LOW        HIGH       LOW        HIGH       LOW
                                                     --------   --------   --------   --------   --------   --------
                                                           (CDN$)                  ($)                   ($)
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
May................................................   29.66      24.80      19.38      16.14       8.16       6.03
June...............................................   26.73      22.75      17.59      14.94       8.25       6.25
July...............................................   24.25      21.95      15.80      14.20       8.20       7.31
August.............................................   26.23      22.16      17.05      13.41       8.91       7.53
September..........................................   28.41      24.20      17.98      15.50       9.44       8.09
October............................................   28.25      24.20      17.95      15.31       9.48       7.97
</Table>


    The table below sets forth the reported high, low and closing sale prices of
Barrick common shares and Homestake common stock on the New York Stock Exchange
Composite Tape on June 22, 2001, the last trading day before the announcement of
the merger, as well as the equivalent pro forma sale price of Homestake common
stock on such date, as determined by multiplying the applicable reported sale
price of Barrick common shares by the exchange ratio of 0.53.

<Table>
<Caption>
                  BARRICK                               HOMESTAKE                        HOMESTAKE
               COMMON SHARES                           COMMON STOCK                      EQUIVALENT
- -------------------------------------------   ------------------------------   ------------------------------
        HIGH              LOW       CLOSE       HIGH       LOW       CLOSE       HIGH       LOW       CLOSE
- ---------------------   --------   --------   --------   --------   --------   --------   --------   --------
                    ($)                                    ($)                              ($)
<S>                     <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
16.54                    16.31      16.43       6.65       6.39       6.65       8.77       8.64       8.71
</Table>

                                       26
<Page>
                                  RISK FACTORS

    YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, TOGETHER WITH ALL
OF THE OTHER INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THIS DOCUMENT,
BEFORE YOU DECIDE WHETHER TO VOTE OR INSTRUCT YOUR VOTE TO BE CAST TO ADOPT THE
MERGER AGREEMENT.

                          RISKS RELATING TO THE MERGER

BARRICK AND HOMESTAKE MAY NOT INTEGRATE SUCCESSFULLY.

    The merger of our companies would involve the integration of companies that
have previously operated independently. As a result, the merger will present
challenges to management, including the integration of the operations, systems,
technologies and personnel of the two companies, and special risks, including
possible unanticipated liabilities, unanticipated costs, diversion of
management's attention, operational interruptions and the loss of key employees,
customers or suppliers. The difficulties Barrick management encounters in the
transition and integration processes could have an adverse effect on the
revenues, levels of expenses and operating results of the combined company. As a
result of these factors, it is possible that Barrick will not achieve the
anticipated operating synergies from the merger.

HOMESTAKE DIRECTORS AND EXECUTIVE OFFICERS HAVE INTERESTS IN THE MERGER THAT ARE
DIFFERENT FROM YOURS.

    In considering the recommendation of the board of directors of Homestake to
vote for the proposal to adopt the merger agreement, you should be aware that
members of the Homestake board and members of Homestake's management team have
pre-existing agreements or arrangements that provide them with interests in the
merger that differ from, or are in addition to, those of Homestake stockholders
generally. The Homestake board was aware of these pre-existing agreements and
arrangements during its deliberations on the merits of the merger and in
determining to recommend to the stockholders of Homestake that they vote for the
proposal to adopt the merger agreement.

CHANGES IN THE VALUE OF BARRICK COMMON SHARES WILL AFFECT THE VALUE OF YOUR
MERGER CONSIDERATION.

    The specific dollar value of the consideration you will receive in the
merger will depend on the market price of Barrick common shares at the effective
time of the merger. Because the exchange ratio is fixed, it will not increase or
decrease due to fluctuations in the market price of Barrick common shares. If
the market price of Barrick common shares increases or decreases, the market
value of the Barrick common shares you receive in the merger will
correspondingly increase or decrease. Because the date that the merger is
completed may be later than the date of the special meeting, the price of
Barrick common shares on the date of the merger may be higher or lower than the
price on the date of the special meeting. Many of the factors that affect the
market price of Barrick common shares are beyond the control of Barrick and
Homestake. We urge Homestake stockholders to obtain current market quotations
for Barrick common shares and Homestake common stock.

YOU MAY HAVE DIFFICULTY BRINGING SUIT AND ENFORCING JUDGMENTS AGAINST BARRICK.

    Barrick is organized under the laws of the Province of Ontario, Canada
pursuant to the BUSINESS CORPORATIONS ACT (Ontario). Some of Barrick's current
directors and officers and experts named in this document are residents of
Canada, and all or a substantial portion of the assets of such persons and a
substantial part of the assets of Barrick may be located outside the United
States. Consequently, it may be difficult for U.S. investors to effect service
of process on such persons, or to enforce, in U.S. courts, judgments, in
original actions or in actions for enforcement, against Barrick or such persons
which are obtained in U.S. courts and which are predicated upon the civil
liability provisions of U.S. federal securities laws. Barrick has been advised
by its Canadian counsel that there is doubt as to whether courts in the Province
of Ontario, Canada would (i) enforce judgments of United States courts

                                       27
<Page>
obtained in actions against Barrick or its directors, controlling persons,
officers and experts who are not U.S. residents, in actions predicated upon the
civil liability provisions of U.S. securities laws, or (ii) enforce, in original
actions, liabilities against Barrick or such persons predicated solely upon such
provisions.

WE MAY BECOME A PASSIVE FOREIGN INVESTMENT COMPANY, OR PFIC, WHICH COULD RESULT
IN ADVERSE U.S. TAX CONSEQUENCES TO U.S. INVESTORS.

    Since PFIC status is determined on an annual basis and will depend on the
composition of Barrick's income and assets from time to time, it is possible
that Barrick could be considered a PFIC in a future taxable year. Such
characterization could result in adverse U.S. tax consequences to you if you are
a U.S. investor. In particular, a U.S. investor would be subject to
U.S. federal income tax at ordinary income rates, plus a possible interest
charge, in respect of any gain derived from a disposition of Barrick's shares,
as well as certain distributions by Barrick. In addition, a step-up in the tax
basis of Barrick's shares would not be available upon the death of an individual
shareholder. See "U.S. TAX CONSEQUENCES OF OWNING AND DISPOSING OF BARRICK
COMMON SHARES--PASSIVE FOREIGN INVESTMENT COMPANY STATUS" for more information.

         RISKS RELATING TO BARRICK, HOMESTAKE AND THE COMBINED COMPANY

    THIS SECTION FOCUSES ON RISKS THAT DIFFER FOR BARRICK AND HOMESTAKE OR THAT
WILL BE DIFFERENT FOR THE COMBINED COMPANY. IT IS NOT A COMPLETE SUMMARY OF
RISKS ASSOCIATED WITH OWNING SHARES OF BARRICK, HOMESTAKE OR THE COMBINED
COMPANY.

GOLD HEDGING ACTIVITIES MAY ADVERSELY AFFECT BARRICK AND HOMESTAKE.

    To reduce the impact of exposure to gold price volatility, historically each
of us has entered into financial agreements with banking or financial
institutions that provide for the delivery of gold to the financial institution
at an agreed-upon price. Barrick has hedged a larger portion of its gold
production than has Homestake. As at June 30, 2001, approximately 15.8 million
ounces of Barrick's gold production was committed pursuant to gold forward
sales, representing 27% of Barrick's proven and probable reserves as at
December 31, 2000. An additional approximately 1.65 million ounces were subject
to min-max hedges and approximately 1.7 million ounces were subject to sold call
options (net of purchased call options). As at June 30, 2001, approximately
2.0 million ounces of Homestake's gold production was hedged, representing 10%
of Homestake's proven and probable reserves as at December 31, 2000. If we are
unable to produce sufficient gold to meet a delivery obligation, we may be
required to purchase gold at the prevailing spot gold price to meet the
obligation. In addition, these transactions expose us to the risk of default by
the financial institutions that are counterparties to such contracts.

CURRENCY FLUCTUATIONS MAY AFFECT THE COSTS THAT BARRICK AND HOMESTAKE INCUR AT
THEIR OPERATIONS.

    Currency fluctuations may affect the costs that Barrick and Homestake incur
at their operations. Gold is sold throughout the world based principally on the
U.S. dollar price, but a portion of Barrick's and Homestake's operating expenses
are incurred in local currencies. The appreciation of non-U.S. dollar currencies
against the U.S. dollar can increase the costs of gold production in
U.S. dollar terms at their mines located outside the United States.

CURRENCY HEDGING ACTIVITIES MAY ADVERSELY AFFECT BARRICK AND HOMESTAKE.

    Barrick enters into currency hedging contracts to mitigate the impact on its
production costs of the appreciation of non-U.S. dollar currencies against the
U.S. dollar. Homestake no longer hedges currency and is working off its
inventory of hedges. The currency hedging practices of Barrick and the

                                       28
<Page>
existing curency hedges of Homestake could result in Barrick and Homestake
failing to further benefit if the U.S. dollar appreciates in value relative to
non-U.S. dollar currencies.


BARRICK REPORTS ITS RESERVES DIFFERENTLY IN CANADA AND THE U.S.



    Barrick reports its reserves using the reporting standards required by
Canadian National Instrument 43-101. Under National Instrument 43-101,
mineralization at a development project may be classified as a reserve based on
a preliminary feasibility study. U.S. Industry Guide No. 7 (under the Securities
Exchange Act of 1934) requires completion of a final feasibility study in order
for mineralization at a development project to be classified as a reserve.
Accordingly, mineralization classified as a reserve by Barrick for Canadian
reporting purposes may not constitute a reserve for U.S. reporting purposes and,
as a result, Barrick's reserves as reported under Canadian reporting standards
may be greater than its reserves for U.S. reporting purposes. In the future,
reliance by investors solely on Barrick's reported reserves in Canada would
result in an unequal basis of comparison to companies reporting reserves solely
under U.S. reporting requirements. Specifically, reliance on Canadian reported
reserves may result in an inflated perception of Barrick's level of U.S.
reported reserves.


THERE ARE NUMEROUS ADDITIONAL RISKS RELATED TO OUR FOREIGN INVESTMENTS AND
OPERATIONS.

    Barrick and Homestake conduct development and mining activities in many
countries outside the United States, including Canada, Australia, Argentina,
Chile, Peru and Tanzania, among others. Mining investments are subject to the
risks normally associated with any conduct of business in foreign countries,
including various levels of political and economic risk. The occurrence of one
or more of the following events could have a material adverse impact on our
profitability or the viability of our affected foreign operations, which could
have a material adverse impact on our future cash flows, earnings, results of
operations and financial condition. These risks include the following:

    - labor disputes;

    - invalidation of governmental orders;

    - uncertain or unpredictable political, legal and economic environments;

    - war and civil disturbances;

    - changes in laws or policies of particular countries;

    - taxation;

    - delays in obtaining or the inability to obtain necessary governmental
      permits;

    - government seizure of land or mining claims;

    - limitations on ownership;

    - limitations on the repatriation of earnings; and

    - increased financing costs.

    These risks may limit or disrupt the projects, restrict the movement of
funds or result in the deprivation of contract rights or the taking of property
by nationalization or expropriation without fair compensation.

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                           FORWARD-LOOKING STATEMENTS

    We believe that some of the information in this document constitutes
forward-looking statements within the definition of the Private Securities
Litigation Reform Act of 1995. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate,"
"contemplate," "believe," "estimate," "intends," and "continue" or similar
words. You should read statements that contain these words carefully because
they:

    - discuss future expectations;

    - contain projections of future results of operations or financial
      condition; or

    - state other "forward-looking" information.

    Barrick and Homestake believe it is important to communicate their
respective expectations to the Homestake stockholders. However, there may be
events in the future that neither Barrick nor Homestake is able to accurately
predict or over which they have no control. The risk factors and cautionary
language discussed in this document and the documents incorporated by reference
provide examples of risks, uncertainties and events that may cause actual
results to differ materially from the expectations described by Barrick and
Homestake in their forward-looking statements. Specifically, actual results
relating to, among other things, reserves, mineralized material, results of
exploration, capital costs, mine production costs and realized prices could
differ materially from those currently anticipated in such statements.

    You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this document or, in the case of
documents incorporated by reference, the date of those documents.

    All subsequent written and oral forward-looking statements attributable to
Barrick or Homestake or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Neither Barrick nor Homestake undertakes any obligation to
release publicly any revisions to these forward-looking statements to reflect
events or circumstances after the date of this document or to reflect the
occurrence of unanticipated events, except as may be required under applicable
securities laws.

    Before you grant your proxy or instruct how your vote should be cast or vote
on the adoption of the merger agreement, you should be aware that the occurrence
of the events described in the "RISK FACTORS" section and elsewhere in this
document could have a material adverse effect on Barrick or Homestake.

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                         THE HOMESTAKE SPECIAL MEETING

HOMESTAKE SPECIAL MEETING

    We are furnishing this proxy statement/prospectus to you as part of the
solicitation of proxies by the Homestake board of directors for use at the
special meeting in connection with the proposed merger. This document provides
you with the information you need to know to be able to vote or instruct your
vote to be cast at the special meeting.

DATE, TIME AND PLACE


    We will hold the special meeting at 8:30 a.m., Pacific time, on
December 14, 2001, at the Marriott Hotel, Santa Rosa room, 2355 N. Main Street,
Walnut Creek, California, to vote on the proposal to adopt the merger agreement.


PURPOSE OF THE SPECIAL MEETING

    At the special meeting, we are asking holders of Homestake common stock
(including holders of Homestake CHESS depository interests) and holders of
Homestake Canada exchangeable shares, voting together as a single class, to
adopt the merger agreement. The Homestake board of directors:

    - has unanimously determined that the merger is fair to and in the best
      interests of Homestake and its stockholders;

    - has unanimously approved and declared advisable the merger agreement; and

    - unanimously recommends that Homestake common stockholders vote, and
      holders of Homestake CHESS depository interests and Homestake Canada
      exchangeable shares instruct their votes be cast, "FOR" the proposal to
      adopt the merger agreement.

RECORD DATE; WHO IS ENTITLED TO VOTE


    The "record date" for the special meeting is October 30, 2001. Record
holders of Homestake common stock (including holders of Homestake CHESS
depository interests) and Homestake Canada exchangeable shares at the close of
business on the record date are entitled to vote or have their votes cast at the
special meeting. On the record date, there were outstanding:



    - 260,362,832 shares of Homestake common stock (including shares represented
      by Homestake CHESS depository interests); and



    - 3,017,393 Homestake Canada exchangeable shares entitled to voting rights
      under the voting, support and exchange trust agreement relating to the
      Homestake Canada exchangeable shares, excluding those Homestake Canada
      exchangeable shares held by Homestake Canada Holdings Company, a wholly
      owned subsidiary of Homestake;



for a total of 263,380,225 votes entitled to be cast at the special meeting.
Computershare Trust Company of Canada, as the holder of record of the Homestake
special voting stock, will cast the votes attributable to the Homestake Canada
exchangeable shares, as instructed by the holders of Homestake Canada
exchangeable shares.


    Each share of Homestake common stock (including shares represented by
Homestake CHESS depository interests) and each Homestake Canada exchangeable
share is entitled to one vote per share at the special meeting.

    However, any shares of Homestake common stock held by Homestake or any of
its subsidiaries will not be counted for the purposes of determining a quorum
and cannot be voted at the special meeting. In addition, any Homestake Canada
exchangeable shares that are held by Homestake or any

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of its subsidiaries will not be counted for the purposes of determining a quorum
and cannot be voted at the special meeting.

VOTING YOUR SHARES

    HOMESTAKE COMMON STOCK

    Each share of Homestake common stock that you own in your name entitles you
to one vote. Your proxy card shows the number of shares of Homestake common
stock that you own.

    There are three ways to vote your shares of Homestake common stock at the
special meeting:

    - YOU CAN VOTE BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD. If you vote
      by proxy card, your "proxy" (one of the individuals named on the proxy
      card) will vote your shares as you instruct on the proxy card. If you sign
      and return the proxy card but don't give instructions on how to vote your
      shares, your shares will be voted as recommended by the Homestake board
      "FOR" the proposal to adopt the merger agreement.

    - YOU CAN VOTE BY TELEPHONE OR ON THE INTERNET by following the telephone or
      Internet voting instructions that are included with your proxy card. If
      you vote by telephone or by the Internet, don't return the proxy card.

    - YOU CAN ATTEND THE SPECIAL MEETING AND VOTE IN PERSON. We will give you a
      ballot when you arrive. However, if your shares are held in the name of
      your broker, bank or another nominee, you must get a proxy from the
      broker, bank or other nominee. That is the only way we can be sure that
      the broker, bank or nominee has not already voted your shares.

    IF YOU DO NOT VOTE YOUR HOMESTAKE COMMON STOCK IN ANY OF THE WAYS DESCRIBED
ABOVE, IT WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE PROPOSAL TO ADOPT THE
MERGER AGREEMENT.

    HOMESTAKE CANADA EXCHANGEABLE SHARES

    Your Homestake Canada exchangeable shares give you the same economic rights
and, indirectly, the same voting rights that you would have if you held
Homestake common stock. You receive dividends from Homestake Canada that are
equivalent to the dividends paid on Homestake common stock, except that your
cash dividends are payable in Canadian dollars rather than U.S. dollars. (You
don't share in dividends or distributions payable by Homestake Canada on the
Homestake Canada common stock, all of which is owned by Homestake.) You also are
entitled to exercise indirectly the same voting rights as a holder of Homestake
common stock. (Except as required by Ontario corporate law, you do not exercise
voting rights as a shareholder of Homestake Canada.) That is the reason we are
sending you this proxy material. Your Homestake Canada exchangeable shares are
also exchangeable at any time before the merger for Homestake common stock on a
one-to-one basis.


    Each Homestake Canada exchangeable share that you own in your name entitles
you to direct that one of the votes attached to the outstanding share of
Homestake special voting stock be cast, together with the votes cast by holders
of Homestake common stock (including shares represented by Homestake CHESS
depository interests), on the proposal to adopt the merger agreement. Your
voting instruction form shows the number of Homestake Canada exchangeable shares
that you own.


    There are two ways to vote your Homestake Canada exchangeable shares:


    - YOU CAN VOTE BY SIGNING AND RETURNING THE ENCLOSED VOTING INSTRUCTION
      FORM. The voting instruction form permits you to instruct Computershare
      Trust Company of Canada to vote in respect of your Homestake Canada
      exchangeable shares. Computershare serves as the trustee under the voting,
      support and exchange trust agreement that Homestake, Homestake Canada and


                                       32
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      Computershare entered into when the Homestake Canada exchangeable shares
      were first issued. As trustee, Computershare holds a share of special
      voting stock of Homestake that enables it to vote on behalf of the
      Homestake Canada exchangeable shares on all matters presented to Homestake
      stockholders. You also can use your voting instruction form to name a
      proxy. You can name the persons designated by Homestake as your proxies,
      or you can designate another proxy. COMPUTERSHARE MUST RECEIVE YOUR VOTING
      INSTRUCTIONS BY 5:00 P.M. VANCOUVER, BRITISH COLUMBIA TIME ON
      December 12, 2001. That will give Computershare enough time to tabulate
      the voting instructions and vote on your behalf. If you sign and return
      the voting instruction form but don't give instructions on how to vote
      your shares, Computershare will vote your shares as recommended by the
      Homestake board "FOR" the proposal to adopt the merger agreement.


    - YOU CAN ATTEND THE SPECIAL MEETING AND VOTE IN PERSON. Your voting
      instruction form permits you to name yourself as proxy. Bring your voting
      instruction form with you, naming yourself as proxy, and we will give you
      a ballot when you arrive. However, if your Homestake Canada exchangeable
      shares are held in the name of your broker, bank or another nominee, you
      must get a proxy from the broker, bank or other nominee. That's the only
      way we can be sure that the broker, bank or other nominee has not already
      instructed Computershare to vote your Homestake Canada exchangeable
      shares.

    IF YOU DO NOT SIGN AND RETURN THE VOTING INSTRUCTION FORM TO COMPUTERSHARE,

    - COMPUTERSHARE WILL NOT VOTE YOUR HOMESTAKE CANADA EXCHANGEABLE SHARES, AND

    - AS A RESULT, IT WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE PROPOSAL
      TO ADOPT THE MERGER AGREEMENT.

    HOMESTAKE CHESS DEPOSITORY INTERESTS

    Each Homestake CHESS depository interest represents beneficial ownership of
one share of Homestake common stock, so each Homestake CHESS depository interest
that you own at the record date entitles you to one vote at the special meeting.
Your CHESS voting instruction form shows the number of Homestake CHESS
depository interests that you own.


    - YOU CAN VOTE ONLY BY SIGNING AND RETURNING THE ENCLOSED CHESS VOTING
      INSTRUCTION FORM. The CHESS voting instruction form permits you to
      instruct CHESS Depository Nominees to vote the underlying shares of
      Homestake common stock on your behalf. CHESS Depository Nominees is the
      record holder of the Homestake common stock represented by your CHESS
      depository interests. CHESS DEPOSITORY NOMINEES (C/O COMPUTERSHARE
      INVESTOR SERVICES PTY LIMITED) MUST RECEIVE YOUR VOTING INSTRUCTIONS BY
      5:00 P.M. SYDNEY, AUSTRALIA TIME ON December 13, 2001. That will give
      CHESS Depository Nominees enough time to tabulate the voting instructions
      and vote on your behalf. If you sign and return the CHESS voting
      instruction form but do not give instructions on how to vote your shares,
      CHESS Depository Nominees will vote your shares as recommended by the
      Homestake board "FOR" the proposal to adopt the merger agreement.


    IF YOU DO NOT SIGN AND RETURN THE CHESS VOTING INSTRUCTION FORM TO CHESS
DEPOSITORY NOMINEES,

    - CHESS DEPOSITORY NOMINEES WILL NOT VOTE YOUR HOMESTAKE CHESS DEPOSITORY
      INTERESTS, AND

    - AS A RESULT, IT WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE PROPOSAL
      TO ADOPT THE MERGER AGREEMENT.

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    WHO CAN ANSWER YOUR QUESTIONS ABOUT VOTING YOUR SHARES

    If you have any questions about how to vote or direct a vote in respect of
your Homestake common stock, Homestake Canada exchangeable shares or Homestake
CHESS depository interests, you may call Wayne Kirk, Corporate Secretary of
Homestake, at (925) 817-1300.


NO ADDITIONAL MATTERS MAY BE PRESENTED AT THE SPECIAL MEETING


    This special meeting has been called only to consider the proposal to adopt
the merger agreement. Under Homestake's by-laws, no other matters may be
considered at the special meeting (other than procedural matters incident to the
conduct of the meeting).

REVOKING YOUR PROXY OR VOTING INSTRUCTIONS

    REVOKING YOUR PROXY FOR HOMESTAKE COMMON STOCK

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

    - You may send another proxy card with a later date.

    - You may notify Wayne Kirk, Homestake's Corporate Secretary, in writing
      before the special meeting that you have revoked your proxy.

    - You may attend the special meeting, revoke your proxy, and vote in person.

    REVOKING YOUR VOTING INSTRUCTIONS FOR HOMESTAKE CANADA EXCHANGEABLE SHARES

    If you give voting instructions to Computershare or appoint a proxy, you may
revoke the voting instructions or the proxy at any time before the shares are
voted by doing any one of the following:


    - You may send another voting instruction form with a later date to
      Computershare, but it must reach Computershare by 5:00 p.m., Vancouver,
      British Columbia time on December 12, 2001 to be sure that Computershare
      has enough time to communicate the change.


    - You may notify Wayne Kirk, Homestake's Corporate Secretary, in writing
      before the special meeting that you have revoked your voting instruction
      or proxy.

    - You may attend the special meeting, revoke your voting instructions to
      Computershare, appoint yourself as proxy, and vote in person.

    REVOKING YOUR VOTING INSTRUCTIONS FOR HOMESTAKE CHESS DEPOSITORY INTERESTS


    If you give voting instructions to CHESS Depository Nominees, you may revoke
the voting instructions at any time before 5:00 p.m., Sydney, Australia time on
December 13, 2001 by sending another CHESS voting instruction form with a later
date to CHESS Depository Nominees (c/o Computershare Investor Services Pty
Limited).


QUORUM

    A quorum of shares is necessary to hold a valid meeting. A quorum will exist
if holders of at least a majority of the aggregate voting power represented by:

    - the shares of Homestake common stock (including shares of Homestake common
      stock represented by Homestake CHESS depository interests) outstanding on
      the record date, together with

    - the Homestake Canada exchangeable shares outstanding on the record date

is present in person or represented by proxy or voting instructions at the
special meeting.

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    If a quorum is not present at the special meeting, it is expected that the
meeting will be adjourned or postponed to solicit additional proxies. However,
if a new record date is set for the adjourned meeting, then a new quorum will
have to be established.

VOTE REQUIRED

    ADOPTION OF THE MERGER AGREEMENT

    The adoption of the merger agreement will require the affirmative vote of
the holders of a majority of the aggregate voting power of:

    - the shares of Homestake common stock (including shares of Homestake common
      stock represented by Homestake CHESS depository interests) outstanding on
      the record date, and

    - the Homestake Canada exchangeable shares outstanding on the record date,

voting together as a single class.

    IF YOU ABSTAIN FROM VOTING OR DO NOT VOTE, EITHER IN PERSON OR BY PROXY OR
BY VOTING INSTRUCTION, IT WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
PROPOSAL TO ADOPT THE MERGER AGREEMENT.

    VOTING IN GENERAL AND BROKER NON-VOTES

    Shares of Homestake common stock (including the shares of Homestake common
stock represented by Homestake CHESS depository interests) and Homestake Canada
exchangeable shares have their votes counted together as a single class. In the
rest of this proxy statement/prospectus, we use the term "shares" to refer to
both the Homestake common stock (including the shares of Homestake common stock
represented by Homestake CHESS depository interests) and the Homestake Canada
exchangeable shares, and we use the term "stockholders" to refer to holders of
the Homestake common stock, the holders of Homestake CHESS depository interests
and the holders of Homestake Canada exchangeable shares.

    If your broker holds your shares in its name and you do not give the broker
voting instructions, under the rules of the New York Stock Exchange, your broker
may not vote your shares on the proposal to adopt the merger agreement. If you
do not give your broker voting instructions and the broker does not vote your
shares, this is referred to as a "broker non-vote." Abstentions or broker
non-votes have the same effect as a vote "against" the proposal to adopt the
merger agreement.

SOLICITATION COSTS

    Homestake and Barrick will share equally the cost of printing and mailing
this proxy statement/ prospectus. Other expenses incurred by the parties will be
paid by the party incurring those expenses.

    Homestake is soliciting proxies and voting instructions on behalf of the
Homestake board of directors. This solicitation is being made by mail but also
may be made by telephone or in person. In addition, Homestake and Barrick and
their respective directors, officers and employees may solicit proxies in
person, by telephone or by other electronic means. These persons will not be
paid for doing this.


    Homestake has hired D.F. King & Co., Inc. to assist in the solicitation
process. Homestake will pay D.F. King $15,000, plus expenses. Barrick and
Homestake have also engaged BMO Nesbitt Burns Inc. to assist in the solicitation
process. Upon successful completion of the merger, Barrick will pay BMO Nesbitt
Burns $300,000 and a fee of $0.18 for each share voted in favor of the merger
where BMO Nesbitt Burns' name appears on the proxy, provided that the fee
payable in respect of any single beneficial owner will not be less than $85 and
not more than $1,500.


                                       35
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    Homestake will ask banks, brokers and other institutions, nominees and
fiduciaries to forward our proxy materials to their principals and to obtain
their authority to execute proxies and voting instructions. Homestake will
reimburse them for their reasonable expenses.

EXCHANGE OF SHARE CERTIFICATES


    YOU SHOULD NOT SEND STOCK CERTIFICATES OR ACCOUNT STATEMENTS WITH YOUR
PROXIES.


    Transmittal documents for the surrender of Homestake common stock
certificates in exchange for Barrick common shares (and cash instead of any
fractional share entitlement) will be mailed to holders of Homestake common
stock as soon as practicable after completion of the merger.

    Holders of Homestake Canada exchangeable shares do not need to exchange
their shares, since each outstanding exchangeable share will continue to be
outstanding, have the dividend and voting rights of 0.53 Barrick common shares
and be exchangeable, at your option at any time, for 0.53 Barrick common shares.
However, to assist you should you want to exchange the Homestake Canada
exchangeable shares for Barrick common shares, as soon as practicable after the
completion of the merger, the exchange agent to be appointed by Barrick will
send you a letter of exchange and exchange instructions for use in exchanging
your Homestake Canada exchangeable shares for Barrick common shares (and cash
instead of any fractional share entitlement).

    Holders of Homestake CHESS depository interests do not need to do anything.
Effective on the closing of the merger, each share of Homestake common stock
that is represented by a Homestake CHESS depository interest will be converted
into 0.53 Barrick common shares. After the closing of the merger, CHESS
Depository Nominees will arrange with the exchange agent appointed by Barrick to
send directly to you your Barrick common shares (and cash instead of any
fractional share entitlement to which they are entitled).

STOCK OWNERSHIP


    At the close of business on the record date, directors and executive
officers of Homestake and their affiliates beneficially owned and were entitled
to vote 6,803,046 shares of Homestake common stock and had the right to acquire
within 60 days thereafter 2,408,317 shares of Homestake common stock. The total
of these beneficially owned shares represented approximately 3.47% of the
Homestake common stock and Homestake Canada exchangeable shares deemed
outstanding on that date. Each Homestake director and executive officer has
indicated his or her intention to vote the Homestake common stock owned by him
or her for adoption of the merger agreement.



    Homestake has one stockholder, Mr. von Finck, who beneficially owned
21,000,000 shares of Homestake common stock on the record date. Mr. von Finck
and three members of his immediate family collectively beneficially owned
32,257,900 shares of Homestake common stock on the record date. These shares
represented approximately 12.25% of the Homestake common stock and Homestake
Canada exchangeable shares outstanding on the record date.


STOCKHOLDERS AGREEMENT


    Jack E. Thompson, Walter Segsworth, and Mr. von Finck and three members of
his immediate family have agreed under a stockholders agreement to vote for the
adoption of the merger agreement. These stockholders own 32,410,595 shares of
Homestake common stock representing approximately 12.31% of the Homestake common
stock and Homestake Canada exchangeable shares outstanding on the record date.


                                       36
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                                   THE MERGER

GENERAL

    The Barrick board of directors and the Homestake board of directors have
approved the merger agreement, which provides that, subject to its terms and
conditions, and in accordance with the Delaware General Corporation Law, Merger
Sub will be merged with and into Homestake. Following the merger, Homestake will
be the surviving corporation and the corporate existence of Merger Sub will
terminate. Homestake will then be a wholly owned subsidiary of Barrick.

    At the effective time of the merger, each outstanding share of Homestake
common stock you hold (including shares of Homestake common stock represented by
each Homestake CHESS depository interest you hold) will be converted into the
right to receive 0.53 Barrick common shares, and each outstanding Homestake
Canada exchangeable share you hold will remain outstanding, but, under its terms
and the merger agreement, will have the dividend and voting rights of
0.53 Barrick common shares and will be exchangeable for 0.53 Barrick common
shares, subject to adjustment in the case of specified changes in the Barrick
common shares set out in the merger agreement.

    Before the completion of the merger, Barrick will create a special voting
share to effect the assumption by Barrick of the existing Homestake Canada
exchangeable share structure. The Barrick special voting share will carry a
number of votes at meetings of holders of Barrick common shares equal to the
number of Barrick common shares for which the Homestake Canada exchangeable
shares outstanding from time to time are exchangeable. For more detailed
information regarding the merger agreement, see "THE MERGER AGREEMENT."

BACKGROUND OF THE MERGER

    As part of its business strategy since its 1992 acquisition of International
Corona Corporation, Homestake has engaged in a continuing evaluation of
strategic alternatives, including the evaluation of exploration and development
projects, operating mines and other companies as possible acquisition or merger
candidates. This evaluation process led to the acquisition of Plutonic Resources
Limited in April 1998, the acquisition of the minority interest in Prime
Resources Group Inc. in December 1998, the acquisition of Argentina Gold Corp.
in April 1999, and the acquisition of an additional 25% interest in the Round
Mountain mine in July 2000. During the period from mid-1999 through the spring
of 2001, Homestake continued to review a variety of strategies, including
possible asset acquisitions and strategic combinations. The falling price of
gold over several years has been one of the significant driving forces in
considering acquisitions and combinations as a means of expansion. The Homestake
board of directors was also mindful of the scheduled elimination of
pooling-of-interests accounting for business combinations that had not been
initiated prior to the elimination date (initially scheduled for December 31,
2000, and finally effective on July 1, 2001). The strategies evaluated (though
not adopted) also included possible diversification into base metals and
platinum group metals by way of acquisition or merger.

    During the year 2000, Homestake evaluated a variety of possible strategic
combinations with companies both larger and smaller than Homestake. The
principal factors considered in evaluating possible combination partners were
the extent of low-cash-cost, long lived operations, development projects having
potential for such operations, opportunities for cost savings, balance sheet
strength, value and risk associated with hedge books, political risk and the
ability to use pooling-of-interests accounting for a combination. With the
expected elimination of pooling-of-interests accounting at December 31, 2000,
Homestake focused on potential corporate combinations that would give Homestake
stockholders the largest participation in a combined company that would have
larger reserves, low operating costs and substantial financial resources
available for project acquisition and development, and that could be accounted
for as a pooling-of-interests. Although discussions with two companies occurred
at various times during the summer and fall of 2000, in neither case did the

                                       37
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discussions result in written expressions of interest, and in both cases the
other party elected to discontinue the discussions. By the fourth quarter of
2000, the price of Homestake common stock had declined relative to the stock
prices of other large North American gold mining companies and a number of the
large Australian gold mining companies, reaching a low of $3.50 on November 16,
2000. Management of Homestake concluded that, at such low prices for the
Homestake common stock, a business combination involving the issue or exchange
of Homestake common stock was not an attractive alternative. However, Homestake
continued its regular process of evaluating alternative business strategies,
including acquisitions.

    During the winter and spring of 2001, Homestake management continued
evaluating a number of possible asset acquisition transactions and business
combinations. This resulted in the cash acquisition of the Cowal property in
Australia. Due in part to the fact that the price of Homestake common stock had
increased relative to the stock prices of other companies, representatives of
Homestake also met in mid-May with several Australian gold mining companies and
with a major international diversified mining company to discuss the prospects
for a business combination. None of these discussions led to an agreement.

    On May 9, 2001, the chief executive officer of a large North American gold
mining company we refer to as Company A approached Jack Thompson, chairman and
chief executive officer of Homestake, and inquired whether Homestake would
consider a stock-for-stock business combination with Company A. The chief
executive officer of Company A also proposed that they meet again the following
week. Mr. Thompson advised the Homestake board members of the approach from
Company A and the proposed meeting. The Homestake board authorized Mr. Thompson
to attend the meeting and seek more information.

    On May 17, Mr. Thompson met with the chief executive officer of Company A in
London. The chief executive officer of Company A cited a number of reasons why a
stock-for-stock combination of Homestake and Company A could be attractive for
the stockholders of both companies. Mr. Thompson and the chief executive officer
of Company A agreed to further investigate such a combination.

    In order to facilitate the exchange of information, Homestake and Company A
executed a confidentiality agreement on May 25. Homestake and Company A also
agreed that their representatives would meet in Los Angeles on May 29 and 30 to
exchange information about their respective companies.

    As a part of the discussions leading up to the Los Angeles meeting, on
May 25 Mr. Thompson requested that Company A provide an indicative proposal,
including a share exchange ratio. The chief executive officer of Company A
reiterated Company A's interest in proceeding with a possible transaction but
stated that Company A would not be in a position to give an indicative proposal
to Homestake until after the meetings in Los Angeles. Prior to the meeting in
Los Angeles, Mr. Thompson briefed the Homestake board on the discussions to date
with the chief executive officer of Company A and the proposed meeting in Los
Angeles with representatives of Company A.

    On May 29 and 30, representatives of Homestake and Company A met in Los
Angeles and exchanged information about their respective companies. The
representatives also discussed generally terms and conditions for a proposed
merger and agreed to continue mutual due diligence. Mr. Thompson again requested
that the chief executive officer of Company A provide a proposed indicative
exchange ratio by June 1 and that Company A provide a draft merger agreement
promptly thereafter.

    On the morning of June 4, the chief executive officer of Company A called
Mr. Thompson and indicated that Company A was prepared to offer an exchange
ratio that would represent a 10% premium (assuming then current market prices
for both companies' stock) over the then market price for Homestake common
stock, with a possible increase to 15% if enough synergies could be achieved.

                                       38
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Mr. Thompson told the chief executive officer of Company A that, in
Mr. Thompson's view, the proposed exchange ratio was too low and that
Homestake's management would recommend that the Homestake board reject it and
consider terminating discussions with Company A. The chief executive officer of
Company A stated that Company A might be prepared to increase the exchange ratio
following the completion of due diligence investigations to be conducted during
the next two weeks.

    The Homestake board of directors met later in the day on June 4. At that
meeting, Homestake management reported on the Los Angeles meetings and
discussions to date with Company A, and also reported on the exchange ratio
proposed by Company A. Homestake management, together with UBS Warburg
(Homestake's financial advisor), reviewed for the Homestake board the relative
valuations of Homestake and Company A and the pro forma profile of the combined
company. Mr. Thompson advised the Homestake board that, in his view, the
proposal from Company A was not attractive in light of the low valuation implied
by the proposal. He also gave his assessment of the likelihood that Company A
would increase the offer and the likely timing of an increased offer.

    Homestake's management and its financial advisor, UBS Warburg, then reviewed
with the Homestake board the relative benefits to Homestake stockholders of
combining with a larger company at this time, or continuing to grow through
exploration, property acquisition and other business combinations, or
maintaining Homestake's current operations without growth. The Homestake board
considered that it would be advantageous for any large business combination to
be accounted for as a pooling-of-interests, and that this accounting treatment
would not be applicable to transactions that were not initiated before July 1,
2001. The Homestake board also considered the improvement in Homestake's stock
price from its low of $3.50 in November 2000 to in excess of $7.00 during the
period just prior to the meeting and the improvement of Homestake's stock price
relative to other major gold mining companies. The Homestake board concluded
that it was an appropriate time to consider a business combination with a larger
company if it would result in a better and stronger company and if Homestake
stockholders received a sufficient premium on top of Homestake's recent strong
relative share price performance. However, the Homestake board concluded that
the proposal from Company A was not acceptable because it did not offer
Homestake stockholders sufficient value. The Homestake board also determined
that, in light of the disappointing proposal from Company A, the potential value
for Homestake stockholders from a business combination at that time with a large
company, and the fact that the time available for a business combination to be
accounted for as a pooling-of-interests was limited, it was appropriate for
Homestake to consider alternatives to a transaction with Company A. Accordingly,
the Homestake board instructed management to continue discussions with
Company A and to contact Barrick and another large North American gold mining
company which we refer to as Company B to determine their interest in a
combination with Homestake.

    During the period from June 4 to June 20, Company A and Homestake continued
with their respective due diligence examinations of the other and Homestake
renewed its request that Company A provide a draft merger agreement as soon as
possible.

    On June 5, Mr. Thompson called Randall Oliphant, president and chief
executive officer of Barrick, and also called the chief executive officer of
Company B. Mr. Thompson asked each company whether it would be interested in
exploring a possible business combination with Homestake.

    Mr. Oliphant indicated that Barrick would be interested in exploring a
possible business combination with Homestake, and Homestake and Barrick entered
into a confidentiality agreement on June 8. Messrs. Thompson and Oliphant
further agreed that members of their respective management teams would meet in
Chicago on June 13 and 14.

    On June 8, the chief executive officer of Company B called Mr. Thompson and
advised that Company B had no interest in pursuing a possible business
combination with Homestake.

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    On June 13 and 14, representatives of Barrick and Homestake met in Chicago
where they exchanged information regarding their respective companies and
discussed the rationale and benefits of a possible combination of the companies.
The parties did not discuss the financial terms of a proposed combination. At
the conclusion of the meeting, both parties indicated a desire to continue
discussions. Mr. Thompson encouraged Mr. Oliphant to provide an indication of
Barrick's continuing interest by Tuesday, June 19, in light of the fact that
Homestake was scheduling board meetings during the period of June 20 to 24 to
review Homestake's alternatives and strategies. Homestake also offered to
provide a draft merger agreement as soon as possible.

    On June 15, Mr. Oliphant called Mr. Thompson to confirm that Barrick was
interested in exploring a transaction with Homestake, but that Barrick's board
of directors was scheduled to meet on June 21. He therefore requested that
Barrick have until June 22 to submit a proposal. Mr. Thompson urged
Mr. Oliphant that, if Barrick was genuinely interested in a transaction with
Homestake, then Barrick should submit a proposal as soon as possible.
Messrs. Thompson and Oliphant agreed that representatives of both parties should
continue their due diligence examinations of the respective companies, which
continued through June 24.

    On Sunday, June 17, counsel for Homestake provided a draft merger agreement
to Barrick and its counsel. On Monday, June 18, counsel for Homestake also
provided a comparable draft merger agreement to Company A.

    On Tuesday, June 19, the chief executive officer of Company A provided
Homestake with a revised exchange ratio that, based upon closing prices for
Homestake shares and Company A shares on June 19, would have represented a
notional premium to Homestake stockholders of 20.9%. On Wednesday, June 20,
Company A delivered its draft of a proposed merger agreement to Homestake.

    On the morning of June 20, Mr. Thompson spoke by telephone with
Mr. Oliphant. Mr. Oliphant advised Mr. Thompson that Barrick's management would
submit a proposal to the Barrick board of directors on June 21 and that, if
approval was received, Barrick would expect to make a proposal to Homestake on
June 22. Mr. Thompson urged Mr. Oliphant to submit his best offer.

    Also on Wednesday, June 20, the Homestake board met. Homestake management
reviewed with the Homestake board the revised proposal from Company A and the
results of continuing due diligence with respect to Company A. Homestake
management and UBS Warburg reviewed with the Homestake board revised information
on the relative valuations of Homestake and Company A as well as the pro forma
profile of the combined company. Mr. Thompson advised the Homestake board that
he did not support a transaction with Company A at the indicated exchange ratio,
whether or not Barrick made an attractive offer. Homestake's legal counsel
reviewed the principal terms of the draft merger agreement provided by
Company A. Management advised the Homestake board that in management's view the
draft merger agreement was unacceptable. Mr. Thompson also advised the Homestake
board that he expected to receive a proposal from Barrick by Friday, June 22,
2001. The Homestake board concluded that the offer from Company A should be
rejected in light of the low value ascribed to Homestake and the prospect for a
favorable proposal from Barrick. Homestake management also discussed with the
Homestake board the preliminary results of the due diligence investigation of
Barrick, and Homestake management and UBS Warburg discussed with the Homestake
board their preliminary views on valuation and other issues raised by a business
combination with Barrick.

    Following the Homestake board meeting on June 20, Mr. Thompson called the
chief executive officer of Company A and told him that Company A's most recent
proposal was not acceptable to the Homestake board. Mr. Thompson also advised
Company A that the Homestake board of directors would meet again on Saturday,
June 23 and that if Company A wished to submit a revised proposal it should be
submitted in time for consideration at that meeting.

                                       40
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    Messrs. Thompson and Oliphant met on June 21 to discuss the possible
combination of Barrick and Homestake. Mr. Thompson told Mr. Oliphant that the
Homestake board would meet on Saturday, June 23, to consider Homestake's
alternatives and strategies, including any proposal that Barrick wished to make.
Mr. Oliphant advised Mr. Thompson that Barrick would make a firm proposal on
Friday, June 22. Throughout the evenings of Wednesday, June 20 and Thursday,
June 21, counsel for Barrick and Homestake conducted meetings to discuss the
structure, deal protection and other provisions of the draft merger agreement
distributed by Homestake's counsel on June 17.

    On Friday, June 22, Mr. Thompson had several calls and meetings with the
chief executive officer of Company A. Mr. Thompson advised the chief executive
officer of Company A that Homestake expected to receive a proposal from another
party and he urged that Company A put forth its best offer for consideration at
the June 23 Homestake board meeting. In addition, Mr. Thompson advised the chief
executive officer of Company A that the draft merger agreement proposed by
Company A was unacceptable to Homestake on many key points and that the terms of
any merger agreement between the parties would have to be comparable to those
contained in the draft merger agreement delivered by Homestake to Company A on
June 18. The chief executive officer of Company A advised that Company A would
submit its final proposal and a revised merger agreement on June 23, but that
Company A wanted exclusive rights to negotiate through July 1, 2001.

    On June 22, senior members of Homestake and Barrick management met,
accompanied by their respective financial advisors. In that meeting, Barrick
representatives described the benefits of a combination of the companies.
Subsequent to the meeting, Mr. Oliphant advised Mr. Thompson that Barrick was
prepared to offer an exchange ratio of 0.52 Barrick common shares for each share
of Homestake common stock. Based upon closing prices of Homestake shares and
Barrick shares on June 22, this exchange ratio represented a premium to
Homestake stockholders of approximately 28.5%.

    On Saturday morning, June 23, Company A delivered to Homestake a revised
proposal that, based upon closing prices of Homestake shares and Company A's
shares on June 22, represented a 21.2% notional premium to Homestake
stockholders. Company A also delivered a revised merger agreement draft and a
letter requesting that Homestake agree to negotiate on an exclusive basis with
Company A through July 1, 2001.


    On June 23, the Homestake board met to consider the proposals from Barrick
and Company A. Homestake's management, together with UBS Warburg, updated the
Homestake board on the status of discussions with both Barrick and Company A,
including each of their most recent proposals. They discussed with the Homestake
board the relative prospects of a combination of Homestake and Company A, a
combination of Homestake and Barrick, and Homestake on a stand-alone-basis. As
part of the discussion, UBS Warburg presented its financial analysis of
Barrick's and Company A's proposals. After comparing the alternatives, the
Homestake board concluded that a combination of Homestake and Barrick resulted
in a company that, on a number of measures, was the strongest in the gold
industry and was on most measures a stronger company than a combination of
Homestake and Company A. (See "HOMESTAKE'S REASONS FOR THE MERGER" below.) The
Homestake board also concluded that the stock in the combined Barrick-Homestake,
at the indicated exchange ratio, represented superior long-term value for
Homestake stockholders than the stock in a combined Company A-Homestake or the
stock of Homestake on a stand-alone basis. The Homestake board also concluded
that the proposal from Barrick represented greater current value for Homestake
stockholders than the most recent proposal from Company A. Management advised
the board of directors that the terms of a merger agreement with Barrick had
been largely negotiated, and that the principal issues yet to be agreed upon
related to price, the size of the break-up fee and issues under the stockholders
agreement. Management also advised that it expected that the two companies would
be able to conclude negotiations very shortly. Management advised that, in
contrast, significant additional work would need to be done to reach an
acceptable agreement with Company A, and that it


                                       41
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was unlikely that the terms of any final agreement with Company A would be as
favorable to Homestake as the proposed terms of the merger agreement with
Barrick, particularly if Homestake agreed to Company A's demand for exclusivity.
Homestake's legal counsel then reviewed for the directors the terms and
conditions of the proposed merger agreement with Barrick. After considering all
of the factors, the Homestake board concluded that the Barrick proposal was
superior to the Company A proposal and directed management to continue
discussions with Barrick to resolve outstanding matters and to determine if
Barrick would make an improved offer. As it was a condition of the Barrick offer
that Mr. von Finck and the other three members of his family owning Homestake
common stock enter into a stockholders agreement to support the Barrick
transaction, management also was directed to participate with representatives of
Barrick in negotiations with representatives of Mr. von Finck.


    Following the conclusion of the Homestake board meeting on June 23,
Mr. Thompson called Mr. Oliphant to invite him to participate in further
negotiations with representatives of Homestake and Mr. von Finck. Mr. Thompson
also called the chief executive officer of Company A to inform him that the
Homestake board had concluded that Company A's most recent proposal remained
inadequate and had instructed Homestake's management to continue negotiations
with another party that had made a superior proposal. Homestake had no further
negotiations or discussions with Company A following this call and prior to the
announcement of the Barrick-Homestake merger agreement.

    On Saturday evening, June 23, Barrick, Homestake and representatives of
Mr. von Finck participated in further negotiations of the exchange ratio, which
resulted in Barrick agreeing to increase the exchange ratio to 0.53 Barrick
shares for each share of Homestake common stock. This exchange ratio represented
a 31% premium (assuming then current market prices for both companies' stock)
over the closing price of Homestake common stock on Friday, June 22. The members
of the von Finck family then agreed to enter into the stockholders agreement to
support the transaction. On Sunday, June 24, representatives of Homestake and
Barrick had further discussions with representatives of the von Finck family
relating to transfer restrictions, registration rights and the outside
termination date of the stockholders agreement, and to arrange for the execution
and delivery of the stockholders agreement.

    On Sunday evening, June 24, the Homestake board again met to consider the
proposed transaction with Barrick. UBS Warburg referred the board of directors
to the financial analysis of the Barrick-Homestake combination presented at the
previous day's meeting and delivered its oral opinion to the Homestake board,
subsequently confirmed in writing, that, as of June 24, 2001, and subject to
various considerations and assumptions, the exchange ratio proposed by Barrick
was fair from a financial point of view to Homestake's stockholders. After
further deliberation, the board of directors of Homestake unanimously approved
and declared advisable the merger agreement and the merger with Barrick and
resolved to recommend to Homestake's stockholders that they vote for adoption of
the merger agreement with Barrick.

    Thereafter, representatives of each of Homestake and Barrick executed the
merger agreement and representatives of Barrick, Homestake and the Homestake
stockholders who are parties to the stockholders agreement executed the
stockholders agreement. On Monday morning, June 25, 2001, Barrick and Homestake
publicly announced the execution of the merger agreement.

RECOMMENDATION OF THE HOMESTAKE BOARD

    AFTER CAREFUL CONSIDERATION, HOMESTAKE'S BOARD OF DIRECTORS HAS DETERMINED
UNANIMOUSLY THAT THE MERGER IS FAIR TO AND IN THE BEST INTERESTS OF HOMESTAKE
AND ITS STOCKHOLDERS. HOMESTAKE'S BOARD OF DIRECTORS HAS APPROVED AND DECLARED
ADVISABLE THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE OR GIVE
INSTRUCTIONS TO VOTE "FOR" THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

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    In considering the recommendation of the Homestake board with respect to the
merger agreement, you should be aware that many of the directors and officers of
Homestake have interests in the merger that are different from, or are in
addition to, the interests of Homestake stockholders. Please see the section
entitled "INTERESTS OF HOMESTAKE DIRECTORS AND OFFICERS IN THE MERGER" that
begins on page 73 of this proxy statement/prospectus.


HOMESTAKE'S REASONS FOR THE MERGER


    The Homestake board of directors has concluded that the merger with Barrick
is in the best interests of Homestake's stockholders and is more attractive than
the other alternatives available to Homestake. The Homestake board reached this
conclusion after considering the other possible alternatives to the merger,
including those described below beginning at page 44, as well as after
considering the offer made by Company A described above. This combination will
enable Homestake stockholders to participate in the growth of a larger,
financially stronger company that is expected to be more profitable and better
positioned to develop existing opportunities and to respond to competition for
the acquisition of attractive properties and companies.


    The Homestake board considered a wide variety of factors in connection with
its evaluation of the merger. In light of the complexity of those factors, the
Homestake board did not consider it practicable to, nor did it attempt to,
quantify or otherwise assign relative weights to the specific factors it
considered in reaching its decision. In addition, individual members of the
Homestake board may have given different weight to different factors.

    The Homestake board's analysis in reaching this conclusion is described in
more detail below.

    HOMESTAKE BELIEVES THAT THIS BUSINESS COMBINATION IS ITS BEST STRATEGIC
     ALTERNATIVE.

    The Homestake board believes that this business combination represents the
best strategic alternative available to Homestake and its stockholders. The
Homestake board reached this conclusion after reviewing the generally prevailing
conditions in the gold mining industry in the United States and worldwide, and
through its own experience in recent years.

    Gold mining companies must regularly discover or acquire new reserves to
replace those that are mined. Larger companies tend to have greater financial
resources and therefore a greater ability to compete for the acquisition of
attractive properties. During the past several years, the gold mining industry
has continued to consolidate, with the result that several of the larger
companies have continued to grow larger and increase their relative competitive
advantage. Under these circumstances, the Homestake board believes that, absent
the merger or an equally attractive alternative transaction, the following
factors may combine to limit Homestake's prospects for significant growth in
stockholder value:

    - large, potentially low cost development projects and mines have become
      increasingly difficult to find or acquire;

    - competition to purchase large, low cost projects and mines has become
      intense, requiring substantial financial resources;

    - there are fewer lenders to the gold mining industry than in past years
      and, as a result, debt financing has become more expensive and difficult
      to procure, and the terms have become more onerous;

    - Homestake's smaller size and lower production have contributed to its
      receiving a lower credit rating than larger companies in the industry;

    - the decline in the price of gold has resulted in a decline in revenues,
      largely offsetting the financial benefits derived from Homestake's
      significant reduction in costs of production; and

                                       43
<Page>
    - weak gold mining stock market sector fundamentals, which also have made
      the use of equity financing unattractive, further limit Homestake's
      flexibility and ability to acquire and develop additional mines.

    THIS MERGER IS PREFERABLE TO THE ALTERNATIVES AVAILABLE TO HOMESTAKE.

    In previous years Homestake pursued various quality growth initiatives.
These included expanded exploration, company and property acquisitions, and
extensive consideration of other possible combinations and property
acquisitions. While these initiatives have been successful in replacing and even
expanding Homestake's quality reserves, several other large gold mining
companies have been even more successful in their expansion efforts. As a
result, Homestake has found itself in a situation where its prospects for growth
and appreciation of stockholder value are more limited than those of larger,
financially stronger competitors.

    The Homestake board has reviewed a number of possible alternatives to the
merger, including:

    - CONTINUING TO OPERATE HOMESTAKE AS AN INDEPENDENT PUBLIC COMPANY.  The
      Homestake board considered whether Homestake should continue to operate as
      an independent gold mining company rather than merging with Barrick. As
      noted above, during the low gold price environment that has continued for
      several years, Homestake has found itself at a competitive disadvantage to
      the larger international gold mining companies when competing for
      attractive properties. This disadvantage derives from Homestake having
      fewer financial resources, a smaller operating base, and a lower credit
      rating, and the ability of larger companies to pay more, both in cash and
      stock, when competing for large, low-cost gold development projects, mines
      and companies. This competitive disadvantage has increased in the
      continuing low gold price environment, making it less likely that
      Homestake could continue to grow and increase shareholder value as an
      independent company.

    - DIVERSIFICATION.  The Homestake board has considered diversification into
      a variety of related businesses, including downstream integration in gold
      into such businesses as jewelry production and distribution,
      diversification into base metals and diversification into the platinum
      group of metals. The Homestake board concluded that downstream integration
      in gold was inadvisable in that it would require Homestake to embark upon
      a fundamentally different kind of highly competitive and risky business
      with which Homestake had no experience. After considering possible
      diversification into base metals, Homestake concluded that a significant
      move into base metals was likely to reduce or completely eliminate the
      "gold premium" that the share prices of gold companies, including
      Homestake, have historically enjoyed, with the result that stockholder
      value would suffer. In addition, discussion with several base metals
      companies confirmed that such companies generally were unwilling to engage
      in stock-for-stock transactions with a gold company such as Homestake
      because they viewed gold companies as expensive as compared to base metals
      companies. After considering diversification into the platinum group of
      metals, the Homestake board concluded that such a transaction could not be
      economically justified due to the recent high stock prices for platinum
      group companies and the continuing low stock prices for gold companies
      such as Homestake. The Homestake board also considered it inadvisable to
      take on the amount of political risk associated with several of the
      platinum producers.

    - DEVELOPMENT OF INTERNAL PROJECTS.  The Homestake board considered and
      concluded that it could not rely on the development of internal projects
      to provide necessary growth. Homestake has continued to fund exploration
      activities for many years with limited success. In addition, large gold
      and precious metal deposits have become increasingly hard to find, with
      very few major discoveries anywhere in the world in the last ten years.
      Finally, the Homestake board recognized that the total capital costs
      associated with the development of more than one major gold project

                                       44
<Page>
      in the same general time period could place a significant strain on the
      financial resources of Homestake.

    - EXPANSION INTO AREAS WITH HIGHER GEO-POLITICAL RISK AS A COST-EFFECTIVE
      MEANS OF EXPANSION.  During the past five years, the Homestake board has
      from time to time considered acquiring properties or companies with
      operations in countries having relatively high geo-political risk as
      compared with those countries in which Homestake has historically
      operated. In the case of relatively small, low cost acquisitions in high
      risk jurisdictions, the Homestake board concluded that they were not
      advisable since the benefit was likely to be relatively modest and the
      costs of doing business in new and risky areas is generally
      disproportionately high. The Homestake board also considered several
      relatively large acquisitions in high risk jurisdictions, and in each case
      concluded that the risk outweighed the benefits.

    - INCREMENTAL ACQUISITIONS.  Homestake has been engaged in evaluating and
      effecting incremental acquisitions in the gold industry since 1992. Those
      transactions have provided material benefit to Homestake, and the
      Homestake board continues to regard this approach to growth as one of the
      alternatives available to Homestake. However, Homestake's experience has
      been that the larger North American gold companies have continued to grow
      even faster, including through (but not limited to) incremental
      acquisitions. In addition, the Homestake board has some concern about
      whether the elimination of pooling-of-interests accounting and the
      resulting adverse impact on reported costs will make many acquisitions in
      the natural resources sector less attractive. For these reasons, the
      Homestake board concluded that a business combination with a larger gold
      company should be considered at this time if it would result in a better,
      stronger company and provide Homestake stockholders with a suitable
      premium for their shares.

    - MERGING WITH ANOTHER COMPANY IN THE GOLD MINING INDUSTRY.  During recent
      years, the Homestake board of directors has evaluated possible
      combinations with most of the major gold mining companies in the world,
      including Barrick. After reviewing the available alternatives, the
      Homestake board concluded that the terms of the merger with Barrick and
      the combined Homestake-Barrick company provided Homestake stockholders
      with the best combination of immediate premium and long-term prospects.

    While the Homestake board recognizes the potential benefit that the
stockholders would derive from a substantial increase in the price of gold over
an extended period if Homestake were to remain an independent company, the
Homestake board also believes that (1) prudent management requires that
Homestake recognize the possibility that gold prices may remain at or below
current levels and (2) stockholders can benefit even more from an increase in
gold prices as a part of a larger organization with other financial and
operating strengths.

    THE EXCHANGE RATIO REPRESENTS A SIGNIFICANT PREMIUM.

    During the year 2000, Homestake's stock price trailed the S&P Gold Index and
the stock prices of the six largest gold producers. During the first half of
2001, Homestake's stock price outperformed the S&P Gold Index and the stock
prices of the six largest gold producers. This relative improvement from year
2000 prices made it possible for the Homestake board of directors to consider a
business combination with a larger company where a premium could be paid to
Homestake stockholders on top of that recent share price improvement.

    The exchange ratio of 0.53 Barrick common shares per share of Homestake
common stock represents:

    - a premium of 31% over the closing price of Homestake common stock on the
      last trading day prior to the announcement of the merger agreement;

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<Page>
    - a premium of 27% over the average closing price of Homestake common stock
      for the ten trading days prior to the announcement of the merger
      agreement; and

    - premia of 54%, 39% and 22% over the average exchange ratio of Barrick and
      Homestake common stock for the one, two and three year periods,
      respectively, prior to the announcement of the merger agreement.

    The Homestake board believes that the exchange ratio constitutes a
compelling reason for the transaction.

    HOMESTAKE AND BARRICK BRING COMPLEMENTARY STRENGTHS AND RESOURCES, WHICH
    SHOULD RESULT IN A COMBINED COMPANY CAPABLE OF GIVING HOMESTAKE STOCKHOLDERS
    GREATER LONG-TERM APPRECIATION.

    The Homestake board looked closely at Barrick's:

    - financial strengths;

    - long-lived, high quality assets, with low cash costs;

    - low geo-political risk profile;

    - past successes in completing acquisition transactions; and

    - demonstrated hedging expertise.

    Barrick's strengths complement or reinforce Homestake's:

    - business and environmental reputation built over 125 years;

    - strong balance sheet;

    - low geo-political risk profile;

    - success in reducing cash costs to among the lowest of the major producers;

    - past success in completing acquisition transactions; and

    - demonstrated operating expertise.

    Homestake believes that the combined company will have excellent and varied
management and be in a position to deliver superior operating and financial
performance to its stockholders.

    THE COMBINATION OF BARRICK AND HOMESTAKE WILL CREATE THE LEADING
     INTERNATIONAL GOLD MINING COMPANY.

    The Homestake board believes that the merger will create the leading
international gold mining company having:

    - the largest market capitalization of any gold mining company;

    - the second largest gold production in the world;

    - the lowest cash costs of any major gold producer;

    - approximately $900 million in cash;

    - the gold mining industry's only "A-rated" balance sheet;

    - the financial resources and geo-political risk profile to compete with any
      company in the industry for new projects and properties; and

    - significant development projects and synergy opportunities at Pascua-Lama
      and Veladero.

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    The Homestake board expects the combined company will have the financial
resources to compete for the best properties and projects in the future. It will
be able to pursue aggressive acquisition, exploration and development
opportunities throughout the world. The Homestake board believes the combined
company will offer Homestake stockholders a greater opportunity to increase
long-term stockholder value than Homestake on a stand-alone basis.

    However, there can be no assurance that any of the long term prospects for
increasing stockholder value or any of the other potential benefits discussed in
this section will be realized.

    THE STOCK OF THE COMBINED COMPANY IS EXPECTED TO HAVE GREATER LIQUIDITY IN
     THE STOCK MARKET.

    During the past few years, the liquidity of Homestake stock has been below
that of other major North American gold mining companies, such as Barrick,
Newmont Mining Corporation and Placer Dome Inc. In addition, the capitalization
of Homestake has been below $2 billion for most of the past two years. This has
resulted in Homestake declining to number 486 among the Standard & Poor's
500 stocks at the end of the year 2000. The board of directors of Homestake
believes that the liquidity and relative value of Homestake common stock could
suffer if Homestake ceased to be one of the Standard & Poor's 500 stocks.

    In addition, over the past several years, the importance of specialized,
precious metals funds has declined and the relative importance of generalist
investment funds as investors in precious metals companies has increased.
Homestake believes that generalist investment funds are more likely to invest in
precious metals companies with a larger capitalization and greater liquidity
than Homestake. The combined company will have a much greater capitalization and
liquidity, and therefore greater appeal to the generalist funds, than is the
case for Homestake alone.

    THE MERGER MAY RESULT IN SIGNIFICANT SYNERGIES AND COST SAVINGS.

    The Homestake board believes that there are significant opportunities for
synergies, cost savings and productivity improvements between Homestake and
Barrick. For example, there is the potential for integrated development of the
Veladero and Pascua-Lama projects, including the elimination of substantial
administrative overlap. Barrick's higher credit rating will also reduce
financing costs for the development of the Veladero project as well as for the
Cowal project. In addition, combining the exploration activities of Homestake
and Barrick will result in greater efficiencies and savings. There are also
other opportunities for general, tax and administrative cost savings. The
Homestake board believes that the combined company can achieve significant
annual savings by the end of 2002 by, among other things, combining certain
Homestake operating and administrative functions with those of Barrick.

    PRO FORMA IMPACT OF THE MERGER ON THE HOMESTAKE STOCKHOLDERS.

    The Homestake board expects that the likely pro forma impact of the merger
on the current Homestake stockholders will be accretive over the period of 2001
to 2005 (before one-time transaction and restructuring costs in 2001) in terms
of:

    - net income;

    - cash earnings per share; and

    - free cash flow per share.

    At the exchange ratio of 0.53 Barrick common shares per share of Homestake
common stock, Homestake stockholders will own a significant portion, or
approximately 26%, of the combined company.

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    THE ANALYSIS AND OPINION OF UBS WARBURG THAT, AS OF JUNE 24, 2001, THE
    EXCHANGE RATIO IS FAIR, FROM A FINANCIAL POINT OF VIEW, TO HOMESTAKE
    STOCKHOLDERS.

    As a part of its deliberations, the Homestake board requested the advice of
UBS Warburg, its financial advisor, regarding the merger. UBS Warburg provided
financial analyses to the Homestake board at its meetings held on June 20,
June 23 and June 24, 2001. Among other things, UBS Warburg reviewed:

    - historical trading prices for Homestake and Barrick stock;

    - recent acquisitions in the gold mining industry;

    - relative contributions of Homestake and Barrick to the combined company;

    - pro forma comparisons of a Homestake-Barrick combination and an
      alternative combination with Company A; and

    - pro forma comparisons of a Homestake-Barrick combination to Homestake and
      Barrick stand-alone and to other major gold mining companies.

    In its deliberations, the Homestake board considered the oral opinion of
UBS Warburg, subsequently confirmed in writing, delivered on June 24, 2001, to
the effect that, based upon and subject to certain matters stated in its
opinion, as of June 24, 2001, the exchange ratio is fair, from a financial point
of view, to the Homestake stockholders.

    OTHER CONSIDERATIONS.

    In addition to the reasons described above, the Homestake board considered
the following factors in evaluating the merger:

    - the expected tax treatment of the merger as a tax-free reorganization for
      United States federal income tax purposes;

    - that the terms of the merger agreement, including the closing conditions,
      restrictions on Homestake's ability to respond to competing proposals and
      termination provisions, are customary and reasonable;

    - the expected accounting treatment of the merger using the
      pooling-of-interests method of accounting for business combinations under
      U.S. generally accepted accounting principles; and


    - that Mr. von Finck and members of his family, collectively the holders of
      Homestake common stock representing approximately 12.25% of the Homestake
      common stock and Homestake Canada exchangeable shares outstanding on
      October 30, 2001, have agreed to support the merger.


    The Homestake board believes that each of the above factors generally
supported its determination and recommendation. The Homestake board did,
however, consider the following potentially negative factors, among others, in
its deliberations concerning the merger:


    - the fact that officers and directors of Homestake may have interests in
      the merger that are different from, or are in addition to, the interests
      of Homestake stockholders generally, including the matters described under
      "INTERESTS OF HOMESTAKE DIRECTORS AND OFFICERS IN THE MERGER" (page 73);


    - the risk to Homestake stockholders that, at the closing, the value of
      Barrick common shares received in the merger will be less than the value
      at the time of the announcement of the merger agreement;

                                       48
<Page>
    - the fact that Barrick has entered into a number of agreements with banks
      and financial intermediaries to hedge the price of gold, and that the
      existence of these agreements could cause the market price of Barrick
      common shares to underperform the S&P Gold Index in a rising gold market;

    - the risk that the potential benefits sought in the merger might not be
      fully realized; and

    - the potential adverse effects on Homestake's business, operations and
      financial condition if the merger is not completed following public
      announcement of the merger agreement.

    However, the Homestake board determined that the foregoing factors were
outweighed by the potential benefits of the merger above, including the
opportunity for Homestake stockholders to share in the benefits of the combined
company's long-term prospects.

    The foregoing discussion of the information and factors considered by the
Homestake board is not meant to be exhaustive, but includes the material
information and factors considered by the Homestake board.

BARRICK'S REASONS FOR THE MERGER

    In concluding that the merger is in the best interests of Barrick and its
shareholders, and in approving the merger agreement and the transactions
contemplated by the merger agreement (including the merger), the Barrick board
of directors considered and reviewed with senior management, as well as its
financial and legal advisors, a number of factors. Principal among these factors
is Barrick's belief that by combining Homestake and Barrick it can create
substantially more shareholder value than could be achieved by Barrick on its
own. The Barrick board of directors also considered the following:

    - Barrick's knowledge and beliefs about the current and prospective
      environments in which it operates, including domestic and global economic
      conditions, competition in the gold mining industry, and the impact of
      these factors on Barrick's opportunities for maximizing shareholder value;

    - the alternative of continuing without entering into the merger agreement
      and Barrick's opportunity to achieve comparable or better shareholder
      value through that course rather than pursuant to the merger;


    - Barrick's goal of continuing to be the preeminent global gold mining
      company with high cash flows (subsequently estimated to be approximately
      $2 billion post-merger over the next five years) and earnings and low
      production costs relative to competitors;



    - the expectation that combining with Homestake would enable the combined
      company to achieve significant annual after-tax cost savings and synergies
      of at least $55 million beginning in 2002, comprised of approximately
      $20 million in tax savings, approximately $20 million in administrative
      expense savings and approximately $15 million in exploration expense
      savings, and through the realization of other benefits made possible by
      combining complementary operations;


    - the expectation that the combined company will be able to use its capital
      more profitably than Barrick on its own due to the combined company's
      access to a broader range of capital investment opportunities and because
      the Barrick board of directors expects that certain of its existing assets
      (such as its Pascua-Lama project and its Veladero joint venture with
      Homestake) will perform better when combined due to efficiencies of scale,
      cost savings, and the sharing of best management practices;

    - Barrick's belief that the merger will provide Barrick with an expanded
      platform from which to launch further asset acquisitions when and if
      considered appropriate;

                                       49
<Page>
    - the expected treatment of the merger as a pooling-of-interests transaction
      under U.S. generally accepted accounting principles;

    - the terms of the merger and the merger agreement as negotiated, including
      certain provisions which could discourage other parties from seeking to
      enter into a business combination with Homestake;

    - the likelihood of the merger being approved by requisite regulatory
      authorities; and


    - the fact that stockholders of Homestake owning Homestake common stock
      representing approximately 12.31% of Homestake common stock and Homestake
      Canada exchangeable shares then outstanding were prepared to enter into
      the stockholders agreement with Barrick to vote their shares of Homestake
      common stock for the proposal to adopt the merger agreement.


    The Barrick board of directors did not consider it practicable to, nor did
it attempt to, quantify or otherwise assign relative weights to the specific
factors it considered in coming to its conclusion.

    The foregoing discussion of the factors considered by the Barrick board is
not meant to be exhaustive, but includes the material factors considered by the
Barrick board.

OPINION OF HOMESTAKE'S FINANCIAL ADVISOR

    On June 24, 2001, the Homestake board of directors received UBS Warburg's
oral opinion, which was subsequently confirmed by a written opinion as of the
same date that, as of that date and subject to the various considerations,
assumptions, limitations and qualifications described in the opinion, the
exchange ratio to be received by Homestake's stockholders in the merger is fair,
from a financial point of view, to Homestake's stockholders.

    The UBS Warburg opinion did not address Homestake's underlying business
decision to effect the merger or constitute a recommendation to any stockholder
of Homestake as to how Homestake's stockholders should vote with respect to the
merger. Other than as set forth in its opinion, UBS Warburg was not asked to,
nor did UBS Warburg, offer any opinion as to the material terms of the merger
agreement or the form of the merger (other than the exchange ratio).
UBS Warburg expressed no opinion as to what the value of Barrick common shares
will be when issued pursuant to the merger or the prices at which it will trade
in the future.

    The full text of the UBS Warburg written opinion, which is summarized below,
is attached as Annex C. We encourage you to read carefully the UBS Warburg
opinion in its entirety.

    In arriving at its opinion, UBS Warburg, among other things:

    - reviewed publicly available stock market, business and historical
      financial information relating to Homestake and Barrick;

    - reviewed internal financial information and other data relating to the
      business and financial prospects of Homestake, including estimates and
      financial forecasts prepared by management of Homestake and not publicly
      available;

    - reviewed internal financial information and other data relating to the
      business and financial prospects of Barrick, including estimates and
      financial forecasts prepared by the management of Homestake and Barrick
      and not publicly available;

    - participated in discussions with members of the senior management of
      Homestake and Barrick concerning the businesses and financial prospects of
      Homestake and Barrick;

    - reviewed publicly available financial and stock market data with respect
      to other companies in lines of business UBS Warburg believed to be
      generally comparable to those of Homestake and Barrick;

                                       50
<Page>
    - compared the financial terms of the merger with the publicly available
      financial terms of other transactions which UBS Warburg believed to be
      generally relevant;

    - considered pro forma effects of the merger on Barrick and on the
      stockholders of Homestake;

    - reviewed estimates of synergies prepared by Homestake's management;

    - reviewed drafts of the merger agreement; and

    - conducted such other financial studies, analyses and investigations, and
      considered such other information as UBS Warburg deemed necessary or
      appropriate.

    In connection with its review, at the Homestake board of directors'
direction, UBS Warburg:

    - did not assume any responsibility for independent verification of any of
      the information reviewed by UBS Warburg for the purpose of its opinion and
      relied, with the board of directors' consent, on such information being
      complete and accurate in all material respects;

    - did not make any independent evaluation or appraisal of any of the assets
      or liabilities (contingent or otherwise) of Barrick or Homestake, nor was
      UBS Warburg furnished with any such evaluation or appraisal; and

    - assumed that the financial forecasts and estimates provided to
      UBS Warburg by Homestake's and Barrick's management had been reasonably
      prepared on a basis reflecting the best currently available estimates and
      judgments of the managements of the companies as to the future performance
      of their respective companies.

    UBS Warburg also assumed, with the consent of the Homestake board:

    - that the final executed form of the merger agreement did not differ in any
      material respect from the draft that UBS Warburg examined, and that
      Homestake and Barrick will comply with all material terms of the merger
      agreement;

    - that the merger will be accounted for under the pooling-of-interests
      method of accounting under U.S. generally accepted accounting principles
      and will qualify as a tax-free reorganization for U.S. federal income tax
      purposes; and

    - that all governmental, regulatory or other approvals necessary for the
      consummation of the merger will be obtained without any material adverse
      effect on Homestake or Barrick.

    UBS Warburg's opinion was necessarily based on economic, monetary, market
and other conditions in effect on, and the information made available to
UBS Warburg as of, the date of the opinion.

    The estimates contained in the analyses performed by UBS Warburg and the
ranges of valuations resulting from any particular analysis are not necessarily
indicative of actual values or predictive of future results or values, which may
be significantly more or less favorable than suggested by these analyses. In
addition, analyses relating to the value of companies do not purport to be
appraisals or to reflect the prices at which a business might actually be sold
or the prices at which any securities may trade at the present time or at any
time in the future.

    The following is a summary of the material financial analyses used by
UBS Warburg in connection with the rendering of its opinion. The financial
analyses summarized below include information presented in tabular format. To
understand the financial analyses fully, the tables must be read together with
the text of each summary. Considering the data set forth below without
considering the full narrative description of the financial analyses, including
the methodologies and assumptions underlying the analyses, could create a
misleading or incomplete view of the financial analyses.

                                       51
<Page>
    TRADING ANALYSIS.  UBS Warburg compared the closing prices for Homestake
common stock and Barrick common shares on June 22, 2001 (the last trading day
before the transaction announcement) and the average and spot daily ratio of
closing prices of Homestake common stock and Barrick common shares for the three
years preceding June 22, 2001. This comparison yielded an implied average
exchange ratio reference range of 0.343, 0.380 and 0.434 respectively over a
one, two and three year period. UBS Warburg noted that the exchange ratio in the
merger agreement of 0.53 represented a 31% premium to the exchange ratio of
0.405 implied by the closing prices of Homestake and Barrick common shares on
June 22, 2001.

    SELECTED COMPARABLE COMPANY VALUATION ANALYSIS.  Using publicly available
information, UBS Warburg compared multiples of financial criteria for Homestake
to multiples based upon market trading values at the time for other companies
which, in UBS Warburg's judgment, were generally comparable to Homestake for the
purpose of this analysis. The factors UBS Warburg considered in selecting
companies for comparison included size, geographic location, financial condition
and scope of business operations. The companies used in the comparison were
Barrick, Newmont Mining Corporation, Franco-Nevada Mining Corporation, Placer
Dome Inc. and AngloGold Limited.

    UBS Warburg reviewed, among other information, the comparable companies'
multiples of total enterprise value, referred to as TEV, which consists of the
market value of the particular company's equity plus the market value (when
available) of the particular company's total debt (and unfunded liabilities),
minus cash, cash equivalents and marketable securities, adjusted where
appropriate to exclude the estimated mark-to-market value of hedge books, to:

    - 2000 earnings before interest, taxes, depreciation and amortization and
      before non-recurring items, referred to as EBITDA;

    - last twelve months (LTM) EBITDA;

    - 2001 estimated EBITDA;

    - LTM production;

    - 2001 estimated production;

    - 2001 estimated through 2003 estimated average production;

    - reserves; and

    - reserves and mineralized material.

    UBS Warburg also reviewed the comparable companies' market value of equity,
calculated as shares outstanding multiplied by market price per share adjusted
for in-the-money options, as of June 22, 2001, to:

    - 2000 net income, excluding non-recurring items;

    - 2001 estimated net income;

    - 2000 cash earnings (net income, excluding non-recurring items plus
      depreciation, depletion and amortization and deferred taxes);

    - 2001 estimated cash earnings; and

    - net asset value, being the present value of estimated future cash flows
      over the life-of-mine assuming a $300 per ounce gold price and a real 5%
      discount rate, which is typically used by the equity research analysts in
      the gold mining industry, including UBS Warburg.

    Historical financial data for the selected companies were based on public
disclosure by the selected companies and estimated future results were based on
publicly available research analysts' estimates,

                                       52
<Page>
except estimated financial data for Homestake and Barrick which were based on or
derived from Homestake and Barrick management estimates. Franco-Nevada is not a
gold producer, but rather holds a portfolio of royalties and equity interests in
numerous gold operations and companies, as well as non-gold interests. As a
result, all valuation multiples to EBITDA, production and reserves exclude
Franco-Nevada.

<Table>
<Caption>
                                                          COMPARABLE
                                                           COMPANY     HOMESTAKE AT   HOMESTAKE AT
MEASURE OF FINANCIAL PERFORMANCE*                         MULTIPLES      MARKET**       0.53X***
- ---------------------------------                         ----------   ------------   ------------
<S>                                                       <C>          <C>            <C>
ENTERPRISE VALUE TO:
2000 EBITDA (x).........................................   6.6-  9.3       11.7            15.3
LTM EBITDA (x)..........................................   7.0-  9.8       12.4            16.2
2001 Estimated EBITDA (x)...............................   7.5- 12.0        8.3            10.9

LTM Production (US$/oz.)................................   675-1,614        773           1,014
2001 Estimated Production (US$/oz.).....................   703-1,605        752             987
2001-2003 Estimated Avg. Production (US$/oz.)...........   753-1,672        859           1,128

Reserves (US$/oz.)......................................  55.8-100.0       83.9           110.1
Reserves and Mineralized Material (US$/oz.).............  30.4- 71.5       52.2            68.5

EQUITY VALUE TO:
2000 Net Income (x).....................................  16.1- 23.6         nm              nm
2001 Estimated Net Income (x)...........................  20.7- 31.0         nm              nm
2000 Cash Earnings (x)..................................   7.4- 19.1       14.7            19.2
2001 Estimated Cash Earnings (x)........................   8.7- 20.6       12.9            16.8
Net Asset Value (x).....................................   1.1-  2.7        1.6             2.1
</Table>

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

Notes:

*   Financial statistics that were not meaningful have been reflected as "nm".
    Homestake's 2000 Net Income was negative, implying a negative multiple,
    while the 2001E statistic is so high as to not be meaningful in the
    analysis.

**  Based on a closing price of Homestake common stock on June 22, 2001 of
    $6.65.

*** Based on an implied share price of $8.71, calculated by multiplying the
    closing price of Barrick common shares on June 22, 2001 of $16.43 by the
    exchange ratio of 0.53.

    PRECEDENT TRANSACTION ANALYSIS.  UBS Warburg reviewed publicly available
financial information relating to the following selected transactions that have
been announced since 1992 involving acquisitions in the gold mining industry
(announcement date in parentheses):

    - Newmont's acquisition of Battle Mountain (6/21/00);

    - AngloGold's acquisition of Acacia Resources (10/11/99);

    - Placer Dome's acquisition of Getchell (12/14/98);

    - Kinross's acquisition of Amax Gold (2/9/98);

    - Homestake's acquisition of Plutonic (12/22/97);

    - Newmont's acquisition of Santa Fe (12/4/96);

    - Battle Mountain's acquisition of Hemlo (3/11/96);

    - Barrick's acquisition of LAC Minerals (7/25/94); and

    - Homestake's acquisition of Corona (3/12/92).

                                       53
<Page>
    UBS Warburg reviewed, among other things, equity value as a multiple of:

    - LTM net income, excluding non-recurring items; and

    - LTM cash earnings, defined as net income plus depreciation, depletion and
      amortization and deferred taxes excluding non-recurring items.

    UBS Warburg also reviewed and calculated, among other things, enterprise
value to:

    - LTM EBITDA;

    - LTM gold production; and

    - LTM gold reserves.

<Table>
<Caption>
                                                               COMPARABLE
                                                               TRANSACTION    HOMESTAKE
MEASURE OF FINANCIAL PERFORMANCE                               MULTIPLES*     AT 0.53X**
- --------------------------------                              -------------   ----------
<S>                                                           <C>             <C>
Equity Value/LTM Net Income (x).............................      22.2-37.7         nm
Equity Value/LTM Cash Earnings (x)..........................       7.2-27.3       18.9
Enterprise Value/LTM EBITDA (x).............................       8.3-25.4       16.2
Enterprise Value/LTM Production (US$/oz.)...................  802.2-3,415.3    1,032.7
Enterprise Value/LTM Reserves (US$/oz.).....................     68.6-290.6      112.1
</Table>

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

Notes:

*   Ranges have been shown, where appropriate, excluding outlying results whose
    statistics were not meaningful in the judgment of UBS Warburg for the
    purposes of comparison. The excluded statistics are: LTM Net Income for
    Newmont/Santa Fe; LTM Cash Earnings for Newmont/Battle Mountain; LTM
    Production for Placer Dome/Getchell.

**  The Homestake LTM Net Income is negative, resulting in a large negative
    multiple, shown above as "nm".

    While the transactions examined are the closest precedents for the
Homestake/Barrick transaction, no transaction is directly comparable. The
transactions were completed over the span of nine years, in significantly
different gold price environments. Each transaction was an acquisition of a
unique set of assets that are different from Homestake's current asset
portfolio, with a different cost profile, life-of-mine, risk profile and other
characteristics.

    UBS Warburg also calculated the premium per share to be paid to the target
company's stockholders for each of the comparable transactions to the spot
exchange ratio on the day of and the average exchange ratio for each of the
periods below:

<Table>
<Caption>
                                                         SPOT                     AVERAGE
                                               ------------------------   ------------------------
                                                 PREVIOUS     HOMESTAKE     PREVIOUS     HOMESTAKE
PREMIUM TO (%)                                 TRANSACTIONS   AT 0.53X    TRANSACTIONS   AT 0.53X
- --------------                                 ------------   ---------   ------------   ---------
<S>                                            <C>            <C>         <C>            <C>
One-Day......................................   (9.0)-112.8     30.9       (9.0)-112.8     30.9
One-Week.....................................    2.2 -130.8     30.2       (3.2)-118.2     30.4
Four-Week....................................    5.9 -125.3     28.4        2.5 -125.9     30.1
Twelve-Week..................................  (38.8)-116.9     50.1        1.7 -112.2     34.6
Twenty-Six Week..............................  (45.2)- 73.6     90.4      (26.5)-102.5     47.8
One-Year.....................................  (37.4)- 57.2     35.3      (28.9)- 70.6     54.6
</Table>

    CONTRIBUTION ANALYSIS.  UBS Warburg analyzed the contributions of Homestake
and Barrick to the combined company based on their relative TEV at market, TEV
at a 0.53 exchange ratio, revenue, EBITDA, EBITDA-capital expenditure, equity
value at market, equity value at a 0.53 exchange ratio,

                                       54
<Page>
cash flow from operations before investing and financing activities or
"operating cash flow", cash earnings, cash flow from operations and investing
activities before financing activities or "free cash flow" and net income
projected over the five year period ending December 31, 2005. Where applicable,
for the purposes of all analyses, UBS Warburg considered two scenarios, a
$275/ounce gold case and a $300/ounce gold case. The $275 case was based on,
among other things, a long-term gold price of $275 per ounce. The $300 case was
based on, among other things, adjustments to the $275 case to reflect an
increased commodity price scenario with a long-term gold price of $300 per
ounce.

    Estimated financial data for Homestake and Barrick were based on internal
estimates provided by, or based on discussions with, the managements of
Homestake and Barrick. UBS Warburg did not allocate the potential synergies
anticipated by the management of Homestake to result from the merger to either
Homestake or Barrick.

    The analysis yielded the following implied Homestake contribution percentage
reference ranges:

    CONTRIBUTION PERCENTAGE BASED ON ENTERPRISE VALUE MEASURES:

<Table>
<Caption>
                                                              $275/OUNCE GOLD   $300/OUNCE GOLD
                                                              ---------------   ---------------
<S>                                                           <C>               <C>
Enterprise Value pre-offer..................................       21.4%             21.4%
Enterprise Value at offer...................................       26.3%             26.3%

Revenue.....................................................       32.6%             33.7%
EBITDA......................................................       24.2%             37.5%
EBITDA-Capex................................................       21.9%             26.1%
</Table>

    CONTRIBUTION PERCENTAGE BASED ON EQUITY VALUE MEASURES:

<Table>
<Caption>
                                                              $275/OUNCE GOLD   $300/OUNCE GOLD
                                                              ---------------   ---------------
<S>                                                           <C>               <C>
Equity Value pre-offer......................................       21.3%             21.3%
Equity Value at offer.......................................       26.2%             26.2%

Operating Cash Flow.........................................       18.5%             21.9%
Cash Earnings...............................................       19.3%             22.5%
Free Cash Flow..............................................       11.7%             17.6%
Net Income..................................................       13.5%             21.2%
</Table>

    CONTRIBUTION PERCENTAGE BASED ON OPERATIONAL MEASURES:

<Table>
<S>                                                           <C>        <C>
Enterprise Value pre-offer*.................................   22.4%
Enterprise Value at offer*..................................   27.5%

2001-2005 Aggregate Production..............................   35.2%
2001 Production.............................................   38.1%
LTM Production..............................................   37.6%

Gold Reserves...............................................   28.3%
Gold Reserves and Mineralized Material......................   25.5%
</Table>

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

Note:

*   Adjusted for estimated mark-to-market value of hedge books at $275/ounce
    Gold.

    The tables above illustrate that for each of the measures utilized
(Enterprise Value, Equity Value and Operational), the 0.53x exchange ratio will
result in the Homestake shareholders owning 26.3%, 26.2% and 27.5% of the merged
company. As shown in the tables, these percentages are within the

                                       55
<Page>
range of contribution percentages calculated for the line items analyzed under
each of the measures used.

    NET ASSET VALUE CONTRIBUTION ANALYSIS.  UBS Warburg prepared a discounted
cash flow analysis for the mines and major development projects of Homestake and
Barrick, except Pascua-Lama and Veladero, based on life-of-mine operating plans
and corporate projections provided by each company. The Pascua-Lama and Veladero
development projects were valued based on acquisition and development costs and
estimates provided by Homestake management and equity research estimates. The
analysis attributed no value to the grassroots exploration potential of either
company, and accordingly all grassroots exploration costs were excluded from the
cash flows subject to this analysis. The analysis was designed to provide
relative valuation evidence and was not meant to establish the full net present
value of either company as a going concern. The calculations were prepared
assuming no inflation, gold prices of $275 and $300 per ounce and a real
discount rate range of 2% to 8%, which were selected after reviewing the real
weighted average cost of capital for Barrick and Homestake and are consistent
with discount rates disclosed in proxy statements of selected precedent
transactions identified earlier. UBS Warburg further sensitized the analysis to
give effect to including and excluding the Pascua-Lama, Veladero and Cowal
projects, as well as taking into account the difference between the estimated
mark-to-market and estimated intrinsic values of Barrick's hedge book.

<Table>
<Caption>
                                                              $275/OUNCE GOLD   $300/OUNCE GOLD
                                                              ---------------   ---------------
<S>                                                           <C>               <C>
NAV Equity Contribution Range...............................     21.9%-27.8%       25.2%-31.2%
Equity Value@0.53x..........................................           26.2%             26.2%
</Table>

    PRO FORMA EFFECTS ANALYSIS.

    UBS Warburg analyzed the potential pro forma effect of the merger on
Homestake's projected net income per share, cash earnings per share and free
cash flow per share utilizing the $275 case and the $300 case. For purpose of
this analysis, UBS Warburg utilized internal estimates provided by the
management of Homestake and estimates derived from financial and operating plans
provided by Barrick's management after taking into account the potential
synergies expected by the management of Homestake to result from the merger. No
adjustments were made for the impact of the transaction, including the effects
of the proposed conversion from Canadian to U.S. generally accepted accounting
principles, for the purposes of the analysis. Based on a 2001 to 2005 average,
this analysis indicated the following results:

EFFECT ON HOMESTAKE (% ACCRETION).

<Table>
<Caption>
                                                              $275/OUNCE GOLD   $300/OUNCE GOLD
                                                              ---------------   ---------------
<S>                                                           <C>               <C>
Net Income/share............................................        100%              35%
Cash Earnings/share.........................................         41%              21%
Free Cash Flow/share........................................        100%              58%
</Table>

    The above analysis sets out the percentage increase in net income, cash
earnings and free cash flow per existing Homestake share as a result of the
transaction above.

    The actual results achieved by the combined company may vary from projected
results and the variations may be material. The above analysis was reviewed by
UBS Warburg not as an indicator of value, but rather as a point of reference to
provide an additional perspective in its evaluation of the exchange ratio.

    The preparation of a fairness opinion is a complex analytical process, which
involves various determinations as to the most appropriate and relevant methods
of financial analysis and the

                                       56
<Page>
application of these methods to particular circumstances. Therefore, the
application of these methods is not readily susceptible to partial analysis or
summary description. Accordingly, notwithstanding the separate factors and
analyses summarized above, UBS Warburg believes that its analysis must be
considered as a whole and that selecting only portions of its analysis and the
factors it considered, without considering all factors and analyses, could
create a misleading view of the evaluation process underlying the opinion.
UBS Warburg did not assign any particular weight to any analyses or factors it
considered. Rather, UBS Warburg made qualitative judgments as to the
significance and relevance of each analysis and factor considered by it. Its
judgments were based on its experience in rendering such opinions and on
economic, monetary and market conditions then present as to the significance and
relevance of each analysis and factor. In its analyses, UBS Warburg assumed
relatively stable industry performance, regulatory environments and general
business and economic conditions, all of which are beyond Homestake's control.
No company, transaction or business used in those analyses as a comparison is
identical to Homestake or Barrick or either of their businesses or the
transaction, nor is an evaluation of the results entirely mathematical. Rather,
the analyses involve complex considerations and judgments concerning financial
and operating characteristics and other factors that could affect the operating
results, public trading or other values of the companies or transactions being
analyzed.

    UBS Warburg is an internationally recognized investment banking firm. As
part of its investment banking business, UBS Warburg is regularly engaged in
evaluating businesses and their securities in connection with mergers and
acquisitions, negotiated underwritings, competitive bids, secondary
distributions of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes. Homestake's board of
directors selected UBS Warburg on the basis of the firm's expertise and
reputation.

    Pursuant to the engagement letter between Homestake and UBS Warburg,
Homestake paid UBS Warburg $2.65 million upon announcement of the transaction.
At the completion of the merger, UBS Warburg will receive an additional fee of
$7.98 million. Homestake has agreed to indemnify UBS Warburg against liabilities
relating to or arising out of its engagement, including liabilities under
U.S. federal securities laws. In the past, UBS Warburg and its predecessors have
provided investment banking services to Homestake and Barrick and received
customary compensation for rendering such services.

    In the ordinary course of business, UBS Warburg, its predecessors and
affiliates, have traded or may trade securities of Homestake and Barrick for
their own accounts and the accounts of their customers and, accordingly, may at
any time hold a long or short position in such securities.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    The following summary discusses the material U.S. federal income tax
consequences of the merger to Homestake stockholders, including holders of
Homestake CHESS depository interests and holders of Homestake Canada
exchangeable shares that exchange such shares for Homestake common stock before
the completion of the merger. This discussion is based upon the United States
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations,
administrative rulings and judicial decisions currently in effect. The
discussion assumes that Homestake stockholders hold their Homestake common stock
and will hold their Barrick common shares as a capital asset within the meaning
of Section 1221 of the Code. Further, the discussion does not address all
aspects of U.S. federal income taxation that may be relevant to particular
stockholders in light of their personal investment circumstances or to
stockholders subject to special treatment under the U.S. federal income tax laws
such as:

    - insurance companies;

    - tax-exempt organizations;

    - dealers in securities or foreign currency;

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    - banks or trusts;

    - persons that hold their Homestake common stock as part of a straddle, a
      hedge against currency risk, a constructive sale or a conversion
      transaction;

    - U.S. holders that have a functional currency other than the U.S. dollar;

    - persons owning (directly, indirectly or constructively) 10% or more of the
      voting stock of Barrick after the merger, if any;

    - pass-through entities and investors in pass-through entities;

    - stockholders who acquired their Homestake common stock through the
      exercise of options or otherwise as compensation or through a
      tax-qualified retirement plan; or

    - holders of options granted under any Homestake benefit plan.

    Furthermore, this discussion does not consider the potential effects of any
state, local or foreign tax laws.

    Neither Barrick nor Homestake has requested a ruling from the United States
Internal Revenue Service (the "IRS") with respect to any of the U.S. federal
income tax consequences of the merger and, as a result, there can be no
assurance that the IRS will not disagree with or challenge any of the
conclusions described below.

    Holders of Homestake common stock are urged to consult their own tax
advisors regarding the specific tax consequences to them of the merger,
including the applicability and effect of federal, state, local and foreign
income and other tax laws in their particular circumstances.

    For purposes of this discussion, "U.S. Holder" means a beneficial owner of
stock that is:

    - a citizen or resident alien individual of the United States;

    - a corporation or other entity taxable as a corporation created or
      organized under the laws of the United States or any of its political
      subdivisions;

    - a trust if a U.S. court is able to exercise primary supervision over the
      administration of the trust and one or more U.S. fiduciaries have the
      authority to control all substantial decisions of the trust; or

    - an estate that is subject to U.S. federal income tax on its income
      regardless of its source.

    A "Non-U.S. Holder" is a beneficial owner of stock that is not a
U.S. Holder.

TAX-FREE MERGER IN THE U.S.

    This section sets forth the opinion of Cravath, Swaine & Moore, counsel to
Homestake, as to the U.S. federal income tax consequences to Homestake
stockholders of exchanging Homestake common stock for Barrick common shares and
cash instead of fractional shares in the merger. The opinion of Cravath,
Swaine & Moore is limited to the discussion in this section and does not include
the discussion under "U.S. TAX CONSEQUENCES OF OWNING AND DISPOSING OF BARRICK
COMMON SHARES." Homestake will resolicit Homestake stockholders if the tax
opinion delivered at the closing of the merger is materially different from the
tax opinion filed as an exhibit to this document.

    U.S. HOLDERS OF HOMESTAKE COMMON STOCK

    Cravath, Swaine & Moore has delivered its opinion to Homestake as to the
U.S. federal income tax consequences to Homestake stockholders of the merger.
The Cravath tax opinion is subject to qualifications and is based on currently
applicable law, factual representations made by Barrick and

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Homestake and the assumptions described in the tax opinion. Any change in
currently applicable law, which may or may not be retroactive, or failure of any
of such factual representations or assumptions to be true, correct and complete
in all material respects, could affect the continuing validity of the Cravath
tax opinion. The Cravath tax opinion is attached as an exhibit to the
registration statement on Form F-4 filed with the Securities and Exchange
Commission which includes this proxy statement/ prospectus. Homestake
stockholders should read the Cravath tax opinion in its entirety. Other than
with respect to U.S. Holders who are "5% shareholders" of Barrick after the
merger (as described below), if any, in the opinion of Cravath, Swaine & Moore:

    - the merger will be treated as a reorganization within the meaning of
      Section 368(a) of the Code;

    - Homestake, Barrick and Merger Sub (or the direct parent of Merger Sub, if
      any, other than Barrick) will each be a party to that reorganization
      within the meaning of Section 368(b) of the Code;

    - no gain or loss will be recognized by U.S. Holders of Homestake common
      stock on the exchange of their Homestake common stock for U.S. federal
      income tax purposes for Barrick common shares, except as discussed below
      with respect to cash received instead of fractional Barrick common shares
      pursuant to the merger;

    - the aggregate adjusted tax basis of the Barrick common shares received in
      the merger by a U.S. Holder will be the same as the aggregate adjusted tax
      basis of such U.S. Holder's Homestake common stock exchanged for such
      Barrick common shares; and

    - the holding period of Barrick common shares received in the merger by a
      U.S. Holder will include the holding period of such U.S. Holder's
      Homestake common stock exchanged for such Barrick common shares.

    Since Barrick is not a U.S. corporation, the merger is subject to special
rules under Section 367 of the Code. Specifically, under Section 367 and the
applicable Treasury Regulations, a U.S. Holder who holds, after the merger, at
least 5% of the total voting power or total value, directly, indirectly and
taking into account constructive ownership rules (a "5% shareholder"), of
Barrick will qualify for tax-free treatment in the merger, as described above,
only if the U.S. Holder files a "gain recognition agreement" with the IRS. The
general effect of a gain recognition agreement would be to require the
U.S. Holder to retroactively recognize gain, with interest on any resulting tax
liability, on the exchange of Homestake common stock for Barrick common shares
in the event that, at any time before the close of the fifth full calendar year
following the year in which the merger occurs, Barrick disposes of part or all
of the Homestake common stock it acquired in the merger or Homestake disposes of
substantially all of its assets. We recommend that any U.S. Holder who will be a
5% shareholder of Barrick after the merger consult such holder's own tax advisor
concerning the decision to file a gain recognition agreement and the procedures
to be followed in connection with such filing.

    The receipt of cash instead of a fractional Barrick common share by a
U.S. Holder of Homestake common stock will result in taxable gain or loss for
U.S. federal income tax purposes in an amount equal to the difference between
the amount of cash received by such U.S. Holder and such U.S. Holder's adjusted
tax basis in such fractional share as set forth above. Such gain or loss will
constitute capital gain or loss and will constitute long-term capital gain or
loss if the U.S. Holder's holding period is greater than 12 months as of the
date of the merger. For non-corporate U.S. Holders, any such long-term capital
gain generally will be taxed at a maximum U.S. federal income tax rate of 20%.
The deductibility of capital losses is subject to limitations.

    NON-U.S. HOLDERS OF HOMESTAKE COMMON STOCK

    In general, Non-U.S. Holders will not be subject to U.S. federal income tax
as a result of the exchange of their Homestake common stock for Barrick common
shares pursuant to the merger, unless

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Homestake is or has been a "United States real property holding corporation" for
U.S. federal income tax purposes at any time within the shorter of the five-year
period preceding such exchange or such holder's holding period. Homestake
believes that it currently is not and has not been within the past five years a
United States real property holding corporation.

    Non-U.S. Holders are advised to consult their tax advisors regarding the
U.S. federal income tax consequences to them of the exchange of Homestake common
stock for Barrick common shares in connection with the merger.

    BACKUP WITHHOLDING ON CASH PAID INSTEAD OF FRACTIONAL SHARES

    Some non-corporate Homestake stockholders may be subject to a 30.5% backup
withholding tax, on cash payments received instead of fractional Barrick common
shares. Backup withholding will not apply, however, to a Homestake stockholder
that (1) furnishes a correct taxpayer identification number and certifies that
such stockholder is not subject to backup withholding on the substitute
Form W-9 or successor form included in the letter of transmittal to be delivered
to Homestake stockholders following the date of the merger, (2) provides a
certification of foreign status on Form W-8BEN or a successor form or (3) is
otherwise exempt from backup withholding.

U.S. TAX CONSEQUENCES OF OWNING AND DISPOSING OF BARRICK COMMON SHARES

    This section sets forth the U.S. federal income tax consequences of owning
and disposing of Barrick common shares acquired by stockholders of Homestake in
the merger subject to the limitations and conditions set forth herein.

    TAXATION OF DISTRIBUTIONS

    U.S. HOLDERS.  A distribution paid on Barrick common shares generally will
be treated as a dividend subject to U.S. federal income tax at ordinary income
tax rates to the extent paid to a U.S. Holder out of Barrick's current or
accumulated earnings and profits (as determined for U.S. federal income tax
purposes). Distributions in excess of Barrick's current or accumulated earnings
and profits will be treated as a non-taxable return of capital to the extent of
a U.S. Holder's adjusted tax basis in its Barrick common shares and, to the
extent in excess of such adjusted tax basis, as capital gain. A U.S. Holder must
include in gross income the gross amount of such dividend, including any
Canadian tax withheld from the dividend. Generally, the dividends will not be
eligible for the dividends--received deduction provided to some
U.S. corporations in respect of dividends received from U.S. corporations.

    Dividends paid in foreign currency will be includable in a U.S. Holder's
gross income in a U.S. dollar amount calculated by reference to the exchange
rate in effect on the date the U.S. Holder includes the dividend distribution in
income. Generally, any gain or loss resulting from currency exchange
fluctuations during the period from the date the U.S. Holder includes the
dividend distribution in income to the date such U.S. Holder converts the
foreign currency into U.S. dollars will be treated as ordinary income or loss.

    Subject to some conditions and limitations, any Canadian tax withheld from
dividends in respect of Barrick common shares will be treated as a foreign
income tax eligible for deduction from taxable income or credit against the
U.S. Holder's U.S. federal income tax liability. For purposes of computing the
foreign tax credit, dividends paid in respect of Barrick common shares will be
treated as income from sources outside the United States, but generally will be
grouped separately, together with other items of passive income or, in the case
of some U.S. Holders, financial services income. For U.S. foreign tax credit
purposes, exchange gain or loss arising from currency fluctuations during the
period from the date the U.S. Holder includes the dividend paid in foreign
currency in income to the

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date such foreign currency is converted into U.S. dollars generally will be
treated as income from sources within the United States.

    NON-U.S. HOLDERS.  Dividends paid to a Non-U.S. Holder in respect of Barrick
common shares will not be subject to U.S. federal income tax unless the
dividends are effectively connected to a United States trade or business, and,
if required by an applicable income tax treaty, the dividends are attributable
to a permanent establishment that such Non-U.S. Holder maintains in the United
States. In such cases, a Non-U.S. Holder will be subject to U.S. federal income
tax in respect of such dividends in the same manner as a U.S. Holder. Corporate
Non-U.S. Holders' effectively connected dividends may, under some circumstances,
be subject to an additional branch profits tax at a 30% rate or at a lower rate
if such holder is eligible for the benefits of an income tax treaty that
provides for a lower rate.

    TAXATION OF CAPITAL GAINS

    U.S. HOLDERS.  Upon the sale or other taxable disposition of Barrick common
shares, a U.S. Holder will recognize capital gain or loss for U.S. federal
income tax purposes in an amount equal to the difference between the
U.S. dollar value of the amount realized on such sale of other taxable
disposition and such holder's adjusted tax basis, determined in U.S. dollars, in
the Barrick common shares. Capital gain of a non-corporate U.S. Holder will be
long-term capital gain if such holder holds the Barrick common shares for more
than one year. Some U.S. holders (including individuals) are eligible for
preferential rates of U.S. federal income taxation on long-term capital gain.
The deduction of capital losses is subject to some limitations under the Code.

    NON-U.S. HOLDERS.  A Non-U.S. Holder will not be subject to U.S. federal
income tax on gain recognized on the sale or other disposition of Barrick common
shares unless:

    - the gain is effectively connected with such Non-U.S. Holder's conduct of a
      trade or business in the United States, and, if required by an applicable
      income tax treaty, the gain is attributable to a permanent establishment
      that such holder maintains in the United States; or

    - such Non-U.S. Holder is an individual, is present in the United States for
      183 or more days in the taxable year of the sale and some other conditions
      exist.

    Under some circumstances, a corporate Non-U.S. Holder's effectively
connected gains also may be subject to an additional branch profits tax at a 30%
rate or at a lower rate if such Non-U.S. Holder is eligible for the benefits of
an income tax treaty that provides for a lower rate.

    PASSIVE FOREIGN INVESTMENT COMPANY STATUS

    Special rules are applicable to U.S. persons who hold stock in a so-called
passive foreign investment company ("PFIC"). In general, Barrick will be a PFIC
with respect to a U.S. Holder if, for any taxable year in which the U.S. Holder
held Barrick common shares, either:

    - at least 75% of the gross income of Barrick for the taxable year is
      passive income; or

    - at least 50% of the value, determined on the basis of a quarterly average,
      of Barrick's assets is attributable to assets that produce or are held for
      the production of passive income.

For this purpose, passive income generally includes dividends, interest,
royalties, rents (other than rents and royalties derived in the active conduct
of a trade or business and not derived from a related person), gains from the
disposition of passive assets and gains from commodities transactions, other
than gains derived from "qualified active sales" of commodities and "qualified
hedging transactions" involving commodities within the meaning of applicable
Treasury regulations (the "Commodity Exception").

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    Based upon certain estimates with respect to its income, assets and
operations, and relying on the Commodity Exception, Barrick believes that it is
not currently a PFIC, and it does not anticipate becoming a PFIC in the
foreseeable future for U.S. federal income tax purposes. However, since PFIC
status will be determined by Barrick on an annual basis and will depend upon the
composition of the income and assets (of Barrick and its subsidiaries), and the
nature of the activities (including the ability to qualify for the Commodity
Exception), from time to time, there can be no assurance that Barrick will not
be considered a PFIC for any taxable year. Moreover, an opinion of counsel will
not be obtained, nor will a ruling be sought from the IRS, regarding the PFIC
determination for Barrick.

    If Barrick were treated as a PFIC for any taxable year, such
characterization could result in adverse U.S. tax consequences to a U.S. Holder
of Barrick common shares. In particular, such U.S. Holder could be subject to
U.S. federal income tax at ordinary income rates, plus an interest charge on the
resulting tax liability, in respect of gain derived from the disposition of
Barrick common shares or the receipt of certain dividends. For this purpose, the
use of Barrick common shares as security for a loan would be treated as a
disposition. In addition, a step up in the adjusted tax basis of Barrick common
shares to fair market value would not be available upon the death of an
individual shareholder.

    BACKUP WITHHOLDING AND INFORMATION REPORTING

    In general, dividend payments, or other taxable distributions, made within
the United States to a Barrick shareholder will be subject to information
reporting requirements and backup withholding tax (at a maximum rate of 31%) if
such holder is a non-corporate U.S. Holder and:

    - fails to provide an accurate taxpayer identification number;

    - is notified by the IRS that such holder has failed to report all interest
      or dividends required to be shown on such holder's U.S. federal income tax
      returns; or

    - in some circumstances, fails to comply with applicable certification
      requirements.

    Non-U.S. Holders may be required to establish their exemption from
information reporting and backup withholding on dividend payments or other
taxable distributions by certifying their status on IRS Form W-8BEN or in
another appropriate manner.

    If a Barrick shareholder sells Barrick common shares to or through a United
States office of a broker, the payment of the proceeds is subject to both
U.S. backup withholding tax and information reporting unless such holder
certifies that it is a non-U.S. person, or such holder is otherwise exempt. If a
Barrick shareholder sells Barrick common shares outside the United States
through a non-U.S. office of a non-U.S. broker, and the sales proceeds are paid
to such holder outside the United States, then U.S. backup withholding tax and
information reporting requirements generally will not apply to that payment.
However, U.S. information reporting, but not backup withholding tax, will apply
to a payment of sales proceeds, even if that payment is made outside the United
States, if a Barrick shareholder sells Barrick common shares through a
non-U.S. office of a broker that has connections to the United States as
specified in the Code.

    The backup withholding tax is not an additional tax. Rather, the
U.S. federal income tax liability of persons subject to the backup withholding
tax will be reduced by the amount of tax withheld. If the backup withholding tax
results in an overpayment of U.S. federal income taxes, a refund may be
obtained, provided that the required information is furnished to the IRS.

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MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    The following is a summary of the material Canadian federal income tax
consequences generally applicable to holders of Homestake common stock and
holders of Homestake Canada exchangeable shares as a result of the merger.

    This summary applies to a "Canadian stockholder", defined for purposes of
this summary as a person (i) who holds Homestake common stock or Homestake
Canada exchangeable shares immediately before the time of the merger, and
(ii) for the purposes of the INCOME TAX ACT (Canada) (the "Canadian Tax Act")
and any applicable income tax convention or treaty (a "tax treaty") and at all
relevant times:

    - who is (or is deemed to be) resident in Canada;

    - who deals at arm's length and is not affiliated with Barrick;

    - who holds Homestake common stock and/or Homestake Canada exchangeable
      shares and Barrick common shares as capital property; and

    - in respect of whom Homestake is not a "foreign affiliate", as defined in
      the Canadian Tax Act.

    This summary also applies to a "non-Canadian stockholder", defined for
purposes of this summary as a person (i) who holds Homestake common stock
immediately before the time of the merger, and (ii) for the purposes of the
Canadian Tax Act and any applicable tax treaty and at all relevant times:

    - who is not (and is not deemed to be) resident in Canada;

    - who deals at arm's length and is not affiliated with Barrick;

    - who holds Homestake common stock and Barrick common shares as capital
      property;

    - who does not use or hold (and is not deemed to use or hold) Homestake
      common stock or Barrick common shares in carrying on a business in Canada;
      and

    - who is not a non-resident insurer that carries on business in Canada and
      elsewhere.

    The Canadian Tax Act contains provisions relating to securities held by some
financial institutions (the "mark-to-market rules"). This summary does not take
into account these mark-to-market rules. We recommend that holders that are
financial institutions for purposes of these rules consult their own tax
advisors.

    This summary is based upon the current provisions of the Canadian Tax Act
and the regulations under that act, all specific proposals to amend the Canadian
Tax Act and the regulations under that act publicly announced by or on behalf of
the Minister of Finance (Canada) before the date of this document, and the
current published administrative practices of the Canada Customs and Revenue
Agency (the "CCRA"). This summary does not otherwise take into account or
anticipate any changes in law, whether by legislative, governmental or judicial
decision or action, or any changes in the administrative practices of the CCRA.
This summary does not take into account tax legislation or considerations of any
province or territory of Canada or of any jurisdiction other than Canada. The
provisions of provincial income tax legislation vary from province to province
in Canada and in some cases differ from federal income tax legislation.

    THIS SUMMARY IS NOT EXHAUSTIVE OF ALL POSSIBLE CANADIAN FEDERAL INCOME TAX
CONSIDERATIONS IN RESPECT OF THE MERGER. THIS SUMMARY IS NOT INTENDED TO BE, NOR
SHOULD IT BE CONSIDERED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER.
ACCORDINGLY, WE RECOMMEND THAT HOLDERS CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE INCOME TAX CONSEQUENCES TO THEM UNDER THE MERGER HAVING REGARD TO
THEIR OWN PARTICULAR CIRCUMSTANCES.

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    Canadian Stockholders

    DISPOSITION OF HOMESTAKE COMMON STOCK UPON THE MERGER

    On the exchange of Homestake common stock for Barrick common shares as a
result of the merger, a Canadian stockholder will be considered to have disposed
of the Homestake common stock for proceeds of disposition equal to the aggregate
of the fair market value at the time of the merger of the Barrick common shares
received by the holder and the amount of any cash received instead of fractional
shares. A Canadian stockholder will realize a capital gain (or a capital loss)
equal to the amount by which such proceeds of disposition, net of any reasonable
costs of disposition, exceed (or are less than) the holder's adjusted cost base
of the Homestake common stock. If a Canadian stockholder owned or is deemed to
have owned Homestake common stock before 1972 and continuously after 1972,
special transitional rules contained in the INCOME TAX APPLICATION RULES may
apply to determine the adjusted cost base of Homestake common stock to such
Canadian stockholder. We recommend that holders who may be affected by such
rules consult their own tax advisors. The cost to the Canadian stockholder of
the Barrick common shares received by such holder as a result of the merger will
be equal to the fair market value of such shares at the time of the merger. The
general tax treatment of capital gains and capital losses is discussed below
under the heading "CANADIAN STOCKHOLDERS--TAXATION OF CAPITAL GAINS AND CAPITAL
LOSSES".

    POST-MERGER EXCHANGE OF HOMESTAKE CANADA EXCHANGEABLE SHARES

    A Canadian stockholder who holds Homestake Canada exchangeable shares will
not be considered to have disposed of such shares upon the merger and
accordingly will realize neither a capital gain nor a capital loss in respect of
the Homestake Canada exchangeable shares upon the merger.

    As a result of the merger, each Homestake Canada exchangeable share will
become exchangeable (i.e., retractable and redeemable) for 0.53 Barrick common
shares. In addition, pursuant to the supplement to the voting, support and
exchange trust agreement that will be executed in connection with the merger
(the "trust agreement supplement"), Barrick will acquire from Homestake (and
Homestake Canada Holdings Company ("HCH") will retain) the retraction call
rights, redemption call rights and liquidation call rights referred to in the
Homestake Canada exchangeable share provisions.

    A Canadian stockholder will be considered under the Canadian Tax Act to have
disposed of Homestake Canada exchangeable shares after the merger on (i) a
redemption (including pursuant to a retraction request) of such Homestake Canada
exchangeable shares by Homestake Canada, or (ii) an acquisition of such
Homestake Canada exchangeable shares by Barrick or HCH pursuant to the call
rights, the insolvency put under the trust agreement supplement exercisable on
the insolvency of Homestake Canada, or the automatic exchange under the
Homestake Canada exchangeable share provisions on the liquidation of Barrick.
The Canadian federal income tax consequences of such a disposition are
significantly different for Canadian stockholders depending on whether the event
giving rise to the disposition is a redemption by Homestake Canada, an
acquisition by HCH or an acquisition by Barrick. A Canadian stockholder who
exercises the right to require redemption of a Homestake Canada exchangeable
share by giving a retraction request cannot control whether the Homestake Canada
exchangeable share will be acquired by HCH or by Barrick under the retraction
call rights or redeemed by Homestake Canada. However, although it is not a
binding commitment, Barrick has stated in the merger agreement that it presently
intends to take all action necessary to exercise its call rights. In addition,
pursuant to the trust agreement supplement, the Canadian stockholder will be
notified if the retraction call rights will not be exercised by Barrick in which
case the holder may cancel the retraction request and retain the Homestake
Canada exchangeable share.

    On the redemption (including pursuant to a retraction request) by Homestake
Canada of Homestake Canada exchangeable shares held by a Canadian stockholder,
the Canadian stockholder will be deemed to have received a taxable dividend
equal to the amount, if any, by which the aggregate

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redemption proceeds (the fair market value at that time of the Barrick common
shares and cash instead of fractional Barrick common shares received by the
holder from Homestake Canada on the redemption plus the amount of any accrued
but unpaid dividends on the Homestake Canada exchangeable shares) exceeds the
paid-up capital (for purposes of the Canadian Tax Act) at that time of the
Homestake Canada exchangeable shares so redeemed. The amount of any such deemed
dividend generally will be subject to the same tax treatment as ordinary course
dividends paid on the Homestake Canada exchangeable shares before the merger,
except that in the case of a Canadian stockholder that is a corporation, in some
circumstances the amount of any such deemed dividend may be treated as proceeds
of disposition and not as a dividend. Because the Homestake Canada exchangeable
shares are "term preferred shares" for purposes of the Canadian Tax Act, a
holder that is a "specified financial institution" for purposes of the Canadian
Tax Act may not be entitled to deduct the amount of any such deemed dividend
that the holder must include in income. In addition, if Homestake Canada or any
person with whom Homestake Canada does not deal at arm's length (including after
the merger Barrick and all persons with whom Barrick does not deal at arm's
length) is a specified financial institution at the time any such deemed
dividend is deemed to be paid, a holder that is a corporation may not be
entitled to deduct the amount of any such deemed dividend that the holder must
include in income. Barrick is currently a specified financial institution for
these purposes. We recommend that Canadian stockholders consult their own tax
advisors for advice with respect to the particular consequences to them of
receiving an ordinary course dividend or a deemed dividend on Homestake Canada
exchangeable shares that are redeemed by Homestake Canada. On the redemption,
the Canadian stockholder will also be considered to have disposed of the
Homestake Canada exchangeable shares for proceeds of disposition equal to the
amount of the aggregate redemption proceeds less the amount of such deemed
dividend. The Canadian stockholder will in general realize a capital loss (or a
capital gain) equal to the amount by which the adjusted cost base to the holder
of the redeemed Homestake Canada exchangeable shares exceeds (or is less than)
such proceeds of disposition. The general tax treatment of capital gains and
capital losses is discussed below under the heading "CANADIAN
STOCKHOLDERS--TAXATION OF CAPITAL GAINS AND CAPITAL LOSSES". The cost of the
Barrick common shares received on the redemption of a Homestake Canada
exchangeable share by Homestake Canada will be equal to the fair market value of
the Barrick common shares received by the Canadian stockholder on the
redemption.

    On the exchange of Homestake Canada exchangeable shares by a Canadian
stockholder with HCH for Barrick common shares pursuant to the exercise by HCH
of the applicable call rights, the insolvency put or the automatic exchange, the
Canadian stockholder will be considered to have disposed of the Homestake Canada
exchangeable shares for proceeds of disposition equal to the fair market value
at that time of the Barrick common shares (and cash instead of fractional
Barrick common shares) received on such exchange plus the amount of any accrued
but unpaid dividends on the Homestake Canada exchangeable shares. The Canadian
stockholder will in general realize a capital gain (or a capital loss) equal to
the amount by which the proceeds of disposition of the Homestake Canada
exchangeable shares, net of any reasonable costs of disposition, exceed (or are
less than) the adjusted cost base to the holder of the Homestake Canada
exchangeable shares. The general tax treatment of capital gains and capital
losses is discussed below under the heading "CANADIAN STOCKHOLDERS--TAXATION OF
CAPITAL GAINS AND CAPITAL LOSSES". The cost of the Barrick common shares
received on the exchange of Homestake Canada exchangeable shares with HCH will
be equal to the fair market value of the Barrick common shares received by the
Canadian stockholder on the exchange.

    On the exchange of Homestake Canada exchangeable shares by a Canadian
stockholder with Barrick for Barrick common shares pursuant to the exercise by
Barrick of the applicable call rights, the insolvency put or the automatic
exchange, PROVIDED THAT NO CASH OR OTHER NON-SHARE CONSIDERATION IS RECEIVED BY
THE CANADIAN STOCKHOLDER IN SATISFACTION OF ANY ACCRUED BUT UNPAID DIVIDENDS ON
THE HOMESTAKE CANADA EXCHANGEABLE SHARES AS DISCUSSED IN THE FOLLOWING
PARAGRAPH, the Canadian stockholder will be deemed to have disposed of the
Homestake Canada exchangeable shares on a

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tax-deferred "rollover" basis for proceeds of disposition equal to the adjusted
cost base to the Canadian stockholder of the Homestake Canada exchangeable
shares immediately before the exchange and to have acquired the Barrick common
shares received in exchange for those shares at a cost equal to such adjusted
cost base, unless the Canadian stockholder chooses to include any portion of the
capital gain or capital loss arising on such disposition in computing income
under the Canadian Tax Act for the year of disposition. Under the CCRA's current
administrative practice as set forth in Interpretation Bulletin IT-450R, the
tax-deferred rollover upon the exchange of Homestake Canada exchangeable shares
for Barrick common shares will generally not be denied in circumstances where
the Canadian stockholder receives cash in lieu of a fractional Barrick common
share. Under this administrative practice, a Canadian stockholder who receives
cash of $200 or less in lieu of a fraction of a Barrick common share payable on
the share exchange may either reduce the adjusted cost base of the Canadian
stockholder's Barrick common shares by the amount of such cash or include in
income the gain or loss on the disposition of the portion of the Homestake
Canada exchangeable shares exchanged for the cash amount instead of the
fractional Barrick common share.

    The Homestake Canada exchangeable share provisions entitle the holders of
Homestake Canada exchangeable shares to receive, upon the sale of their
Homestake Canada exchangeable shares pursuant to the exercise of an applicable
call right, the insolvency put or the automatic exchange, an amount representing
any dividends and distributions declared (or required to be declared) and unpaid
on Homestake Canada exchangeable shares (the "dividend amount"). In any
circumstance in which a Canadian stockholder's Homestake Canada exchangeable
shares are acquired by Barrick and Barrick is required to pay, and does pay, a
dividend amount to a Canadian stockholder in property other than Barrick common
shares, the Canadian stockholder will not be considered to have disposed of the
holder's Homestake Canada exchangeable shares on a tax-deferred rollover basis
and instead will be considered to have disposed of the Homestake Canada
exchangeable shares for proceeds of disposition equal to the fair market value
at that time of the Barrick common shares (and cash instead of any fractional
Barrick common share) received on the exchange plus any amount received in
satisfaction of the dividend amount. The Canadian stockholder will in general
realize a capital gain (or a capital loss) equal to the amount by which the
proceeds of disposition of the Homestake Canada exchangeable shares, net of any
reasonable costs of disposition, exceed (or are less than) the adjusted cost
base to the holder of the Homestake Canada exchangeable shares. The general tax
treatment of capital gains and capital losses is discussed below under the
heading "CANADIAN STOCKHOLDERS--TAXATION OF CAPITAL GAINS AND CAPITAL LOSSES".
The cost of the Barrick common shares received on the exchange of Homestake
Canada exchangeable shares with Barrick in such a circumstance will be equal to
the fair market value of the Barrick common shares received by the Canadian
stockholder on the exchange. If a Canadian stockholder prefers to preserve the
opportunity for a tax-deferred rollover on the exchange of Homestake Canada
exchangeable shares for Barrick common shares, the Canadian stockholder should
not exercise the exchange right by giving a retraction request at a time when
Barrick would be required, upon exercise of its retraction call right, to pay a
dividend amount to the Canadian stockholder (i.e., at a time between the date a
dividend is declared (or is required to be declared) and the date the dividend
is paid). Pursuant to the trust agreement supplement, the Canadian stockholder
will be notified if the retraction call rights will be exercised by Barrick in a
circumstance that would give rise to the payment of a dividend amount, in which
case the holder may cancel the retraction request and retain the holder's
Homestake Canada exchangeable shares. We recommend that Canadian stockholders
consult their own tax advisors to determine the particular consequences to them
of exchanging their Homestake Canada exchangeable shares for Barrick common
shares at a time when there is an accrued but unpaid dividend on the Homestake
Canada exchangeable shares.

    WE RECOMMEND THAT CANADIAN STOCKHOLDERS WHO HOLD HOMESTAKE CANADA
EXCHANGEABLE SHARES BEFORE THE MERGER CONSULT THEIR OWN TAX ADVISORS FOR ADVICE
WITH RESPECT TO THE PARTICULAR CONSEQUENCES TO THEM OF EXERCISING THEIR EXCHANGE
(RETRACTION) RIGHTS BEFORE THE MERGER ON A TAXABLE BASIS AND RECEIVING HOMESTAKE
COMMON STOCK WHICH IS SUBSEQUENTLY EXCHANGED FOR BARRICK COMMON SHARES

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UNDER THE MERGER, OR EXERCISING THEIR EXCHANGE (RETRACTION) RIGHTS AFTER THE
MERGER AND RECEIVING BARRICK COMMON SHARES, POSSIBLY ON A TAX-DEFERRED ROLLOVER
BASIS FOR PURPOSES OF THE CANADIAN TAX ACT.

    TAXATION OF DIVIDENDS ON BARRICK COMMON SHARES

    Dividends on the Barrick common shares received by a Canadian stockholder
who is an individual will be included in the individual's income and will be
subject to the gross-up and dividend tax credit rules normally applicable to
taxable dividends received from taxable Canadian corporations. Dividends on
Barrick common shares received by a Canadian stockholder that is a corporation
will be included in the corporation's income and will normally be deductible in
computing its taxable income. A Canadian stockholder that is a private
corporation or a subject corporation, as defined in the Canadian Tax Act, may be
liable under Part IV of the Canadian Tax Act to pay a refundable tax of 33 1/3%
of dividends received or deemed to be received on the Barrick common shares to
the extent that such dividends are deductible in computing the Canadian
stockholder's taxable income.

    DISPOSITION OF BARRICK COMMON SHARES

    A disposition or deemed disposition by a Canadian stockholder of Barrick
common shares will generally give rise to a capital gain (or a capital loss)
equal to the amount by which the proceeds of disposition of the Barrick common
shares, net of any reasonable costs of disposition, exceed (or are less than)
the holder's adjusted cost base of the Barrick common shares. The cost to the
Canadian stockholder of the Barrick common shares acquired in the merger or upon
the exchange, retraction or redemption of Homestake Canada exchangeable shares
after the merger will be averaged with the adjusted cost base of any other
Barrick common shares then owned by such holder as capital property for the
purposes of determining thereafter the adjusted cost base of each such Barrick
common share held by the Canadian stockholder. The general tax treatment of
capital gains and capital losses is discussed below under the heading "CANADIAN
STOCKHOLDERS--TAXATION OF CAPITAL GAINS AND CAPITAL LOSSES".

    TAXATION OF CAPITAL GAINS AND CAPITAL LOSSES

    A Canadian stockholder will be required to include in income one-half of the
amount of any capital gain (a "taxable capital gain") and will generally deduct
one-half of the amount of any capital loss (an "allowable capital loss") against
taxable capital gains realized by the holder in the year realized. Allowable
capital losses in excess of taxable capital gains may be carried back and
deducted in any of the three preceding years or carried forward and deducted in
any following year against taxable capital gains realized in such year to the
extent and under the circumstances described in the Canadian Tax Act. In
general, a capital loss otherwise arising on the disposition of a Barrick common
share by a corporation may be reduced by dividends previously received or deemed
to have been received thereon. Similar rules may also apply in circumstances
where a corporation is a member of a partnership or a beneficiary of a trust
that owns Barrick common shares. We recommend that holders to whom these rules
may be relevant consult their own tax advisors.

    A Canadian stockholder that is a "Canadian-controlled private corporation"
as defined in the Canadian Tax Act may be liable to pay, in addition to tax
otherwise payable under the Canadian Tax Act, a refundable tax of 6 2/3% on some
types of investment income, including amounts in respect of taxable capital
gains.

    Capital gains realized by individuals may give rise to alternative minimum
tax.

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    ELIGIBILITY FOR INVESTMENT OF BARRICK COMMON SHARES

    The Barrick common shares issued pursuant to the merger will be, at the time
of their issuance, qualified investments under the Canadian Tax Act for trusts
governed by registered retirement savings plans, registered retirement income
funds, registered education savings plans and deferred profit sharing plans.
Barrick common shares issued upon the exchange, retraction or redemption of
Homestake Canada exchangeable shares after the merger will be, at the time of
their issuance, qualified investments under the Canadian Tax Act as in effect on
the date of this document for trusts governed by registered retirement savings
plans, registered retirement income funds, registered education savings plans
and deferred profit sharing plans, provided that at the time of issuance the
Barrick common shares continue to be listed on a prescribed stock exchange for
purposes of the Canadian Tax Act or Barrick continues to be a "public
corporation" for purposes of the Canadian Tax Act.

    The Barrick common shares issued pursuant to the merger, at the time of
their issuance, will not constitute foreign property for purposes of Part XI of
the Canadian Tax Act on the basis that Barrick has a substantial Canadian
presence by virtue of satisfying the conditions set forth in
subsection 206(1.1) of the Canadian Tax Act. If, as expected, Barrick continues
to have a substantial Canadian presence by virtue of satisfying the conditions
set forth in subsection 206(1.1) of the Canadian Tax Act at the time Barrick
common shares are issued upon the exchange, retraction or redemption of
Homestake Canada exchangeable shares after the merger, the Barrick common
shares, at the time of their issuance, will not constitute foreign property for
purposes of Part XI of the Canadian Tax Act as in effect on the date of this
document. We recommend that holders to whom the foreign property rules in the
Canadian Tax Act may be relevant consult their own tax advisors.

    Non-Canadian Stockholders

    DISPOSITION OF HOMESTAKE COMMON STOCK UPON THE MERGER

    A non-Canadian stockholder generally will not be subject to tax under the
Canadian Tax Act in respect of the exchange of Homestake common stock for
Barrick common shares as a result of the merger unless such Homestake common
stock constitutes "taxable Canadian property" for purposes of the Canadian
Tax Act. However, if the non-Canadian stockholder is a resident of the United
States for purposes of the Canada-United States Income Tax Convention and is
entitled to the benefits of that tax treaty, the non-Canadian stockholder will
not be subject to tax under the Canadian Tax Act in respect of the exchange of
Homestake common stock for Barrick common shares even if the Homestake common
stock is taxable Canadian property to the non-Canadian stockholder, unless the
Homestake common stock was owned by the non-Canadian stockholder upon ceasing to
be a resident of Canada within the ten-year period preceding the merger.

    Generally, Homestake common stock will not be taxable Canadian property to a
non-Canadian stockholder at the time of the merger unless, at any time during
the five-year period immediately preceding the time of the merger:

    - the fair market value of all properties of Homestake that were taxable
      Canadian property and certain Canadian resource properties was greater
      than 50% of the fair market value of all of Homestake's properties;

    - more than 50% of the fair market value of the Homestake common stock was
      derived directly or indirectly from real property situated in Canada and
      certain Canadian resource properties; and

    - the non-Canadian stockholder, persons with whom the non-Canadian
      stockholder did not deal at arm's length, or the non-Canadian stockholder
      together with all such persons owned or had an

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      interest in or an option in respect of 25% or more of the issued shares of
      any class or series of Homestake stock.

In particular circumstances Homestake common stock held by a non-Canadian
stockholder may be deemed to be taxable Canadian property for purposes of the
Canadian Tax Act. We recommend that non-Canadian stockholders consult their own
tax advisors in determining whether their Homestake common stock is taxable
Canadian property.

    TAXATION OF DIVIDENDS ON BARRICK COMMON SHARES

    Dividends paid or credited, or deemed to be paid or credited, on the Barrick
common shares to a non-Canadian stockholder will be subject to Canadian
withholding tax under the Canadian Tax Act at a rate of 25%, subject to
reduction under the provisions of an applicable tax treaty. Under the Canada-
United States Income Tax Convention, a U.S.-resident holder entitled to the
benefits of that convention will generally be subject to Canadian withholding
tax at a rate of 15% of the amount of such dividends, unless the U.S.-resident
holder is a corporation that owns 10% or more of Barrick's voting shares, in
which case the rate is reduced from 15% to 5%. In addition, under the
Canada-United States Income Tax Convention, dividends may be exempt from
Canadian withholding tax if paid to some types of U.S.-resident holders that are
qualifying religious, scientific, literary, educational or charitable tax-exempt
organizations and qualifying trusts, companies, organizations or arrangements
operated exclusively to administer or provide pension, retirement or employee
benefits that are exempt from tax in the United States and that have complied
with specific administrative procedures. We recommend that holders to whom these
treaty benefits may be applicable consult their own tax advisors.

    DISPOSITION OF BARRICK COMMON SHARES

    A capital gain realized by a non-Canadian stockholder on a disposition or
deemed disposition of Barrick common shares will not be subject to tax under the
Canadian Tax Act unless such Barrick common shares constitute "taxable Canadian
property" for purposes of the Canadian Tax Act at the time of the disposition or
deemed disposition.

    Generally, Barrick common shares will not be taxable Canadian property to a
non-Canadian stockholder at a particular time provided that such shares are
listed on a prescribed stock exchange (which currently includes The Toronto
Stock Exchange and the New York Stock Exchange) at that time and at no time
during the five-year period immediately preceding the disposition of Barrick
common shares did the holder, persons with whom the holder did not deal at arm's
length, or such holder together with such persons, own or have an interest in or
an option in respect of 25% or more of the issued shares of any class or series
of Barrick. In particular circumstances Barrick common shares held by a
non-Canadian stockholder may be deemed to be taxable Canadian property for
purposes of the Canadian Tax Act. We recommend that non-Canadian shareholders
consult their own tax advisors in determining whether their Barrick common
shares are taxable Canadian property. Provided that the Barrick common shares
are listed on a prescribed stock exchange at the time of disposition of such
shares, the withholding and notification provisions of section 116 of the
Canadian Tax Act will not apply to a non-Canadian stockholder.

    If Barrick common shares are taxable Canadian property to a particular
non-Canadian shareholder, the non-Canadian stockholder will realize a capital
gain (or a capital loss) on the disposition or deemed disposition of the Barrick
common shares generally computed in the manner described above under the heading
"CANADIAN STOCKHOLDERS--DISPOSITION OF BARRICK COMMON SHARES", unless the
Barrick common shares constitute "treaty-protected property" for purposes of the
Canadian Tax Act at the time of disposition or deemed disposition. Generally,
Barrick common shares would be treaty-protected property to a particular
non-Canadian stockholder if the non-Canadian stockholder is

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entitled to the benefits of an applicable tax treaty and the value of Barrick
common shares is not at that time derived principally from real property
situated in Canada.

MATERIAL AUSTRALIAN INCOME TAX CONSEQUENCES OF THE MERGER

    The following is a summary of the principal Australian income tax
consequences generally applicable to a Homestake stockholder who is an
Australian resident individual for tax purposes who acquires Barrick common
shares in exchange for Homestake common stock. This summary reflects the current
provisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment
Act 1997 and the regulations under these acts. The summary only addresses the
position of stockholders who hold their Homestake common stock on capital
account. We recommend that Homestake stockholders consult their own tax advisers
regarding the precise tax consequences for them of the merger.

    In the following discussion, a reference to Homestake common stock includes
Homestake common stock represented by Homestake CHESS depository interests.

    CAPITAL GAINS TAX

    The cancellation of the Homestake common stock as a result of the merger
will generally result in a disposal of that stock for capital gains tax
purposes. However, any cancellation of Homestake common stock which was acquired
by the disposing stockholder before September 20, 1985 generally should not be
subject to capital gains tax.

    Subject to making an election for rollover relief (see below), a capital
gain will arise if a stockholder receives consideration for the disposal in
excess of his or her cost base. The consideration received will be the market
value of Barrick common shares received in exchange for Homestake common stock
plus any cash received instead of fractional shares. Generally, if the Homestake
stockholder has capital losses available, any capital gain will be reduced by
the amount of those losses. The amount of any capital gain (after the
application of any capital losses) will generally be reduced by 50% if the
stockholder has held the Homestake common stock for 12 months or longer. Any net
capital gain will be included in the taxable income of the Homestake stockholder
and taxed at the relevant marginal rate of income tax.

    A capital loss would arise if Homestake common stock is disposed of for
consideration, as described above, which is less than the cost base of the
stockholder in that stock. A capital loss may be offset against capital gains
arising in the current or future years of income. A capital loss cannot be
offset against ordinary income.

    If the Homestake stockholder would otherwise realize a capital gain as
described above on the disposal of Homestake common stock pursuant to the
merger, he or she may be able to choose scrip for scrip rollover relief in
relation to the cancellation of the Homestake common stock and acquisition of
Barrick common shares. Scrip for scrip rollover relief is not available to the
extent that any capital gain is referable to the receipt of cash instead of
fractional shares. The consequence of this election is that any capital gain
referable to the receipt of Barrick common shares realized by the Homestake
stockholder is disregarded.

    If no election for rollover relief is made, the Homestake stockholder will
be treated as having a cost base in the Barrick common shares equal to the
consideration provided by the Homestake stockholder for that acquisition. This
should generally equal the market value of his or her cancelled Homestake common
stock, less any cash received by the Homestake stockholder.

    If a valid election for rollover relief is made, the Homestake stockholder
will be treated as having acquired the Barrick common shares at the time of, and
for the consideration provided for, the Homestake stockholder's original
acquisition of the Homestake stock which is being cancelled.

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    SUBSEQUENT SALE OF BARRICK COMMON SHARES

    On any subsequent disposal of Barrick common shares, a shareholder will
generally be subject to Australian capital gains tax on the principles described
above.

    DIVIDENDS

    Canadian withholding tax on dividends paid on Barrick common shares will
generally be limited to the rate of 15% under the Canada-Australia Income Tax
Convention.

    Generally, such dividends will also be subject to Australian income tax. The
entire amount of the dividend will be taxable in Australia, including the amount
of Canadian tax withheld by Barrick. The Australian tax payable in respect of
the dividend will generally be reduced by the amount of Canadian tax withheld.
Dividends from Barrick cannot be franked and a shareholder will not be entitled
to a franking rebate.

    HOLDING OF BARRICK COMMON SHARES BY AUSTRALIAN RESIDENT

    Because of the nature of the business activities of Barrick, the Australian
rules relating to the taxation of foreign investment funds do not currently
apply to investors who hold Barrick common shares.

ANTICIPATED ACCOUNTING TREATMENT

    Barrick and Homestake believe that the merger will qualify as a
pooling-of-interests in accordance with U.S. generally accepted accounting
principles for accounting and financial reporting purposes. Under this method of
accounting, the historic book value of Homestake's assets and liabilities will
be carried over to Barrick's balance sheet, the shareholder's equity accounts of
Barrick and Homestake will be combined on Barrick's balance sheet and the new
combined company will be treated as if the two companies had always been
combined.

    It is a condition to the merger that:

    - Barrick shall have received a letter from PricewaterhouseCoopers LLP
      stating that the merger qualifies for pooling-of-interests accounting
      treatment under U.S. generally accepted accounting principles if
      consummated in accordance with the merger agreement; and

    - Homestake shall have received a letter from PricewaterhouseCoopers LLP
      stating that Homestake is eligible to be a party to a transaction to be
      accounted for as a pooling-of-interests under U.S. generally accepted
      accounting principles.

REGULATORY MATTERS

    UNITED STATES

    Under the Hart-Scott-Rodino Antitrust Improvements Act and the rules that
have been promulgated under that act, acquisitions of a sufficient size may not
be consummated unless information has been furnished to the Antitrust Division
of the U.S. Department of Justice and to the Federal Trade Commission and
applicable waiting period requirements have been satisfied or early termination
of the waiting period has been granted. The acquisition of shares of Homestake
common stock pursuant to the merger is subject to the Hart-Scott-Rodino
Antitrust Improvements Act.

    Barrick and Homestake filed on July 11, 2001, and July 10, 2001,
respectively, with the Antitrust Division of the U.S. Department of Justice and
the Federal Trade Commission, a Hart-Scott-Rodino Notification and Report Form
with respect to the acquisition of the shares of Homestake common stock by
Barrick. The Federal Trade Commission granted early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act on August 2, 2001.

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    CANADA

    The transaction requires pre-merger notification under Part IX of the
COMPETITION ACT (Canada). Under Part IX of the COMPETITION ACT, some
transactions require notification to the Commissioner of Competition before
their completion. If a transaction is notifiable, it may not be completed before
the expiry or waiver of the applicable waiting period unless the Commissioner
issues an advance ruling certificate. The applicable waiting period may be 14 or
42 days from the time a complete notification is provided to the Commissioner
depending on the type of information required by the Commissioner.

    On July 18, 2001, Barrick and Homestake filed a request for an advance
ruling certificate together with a short form notification. On July 25, 2001 the
Commissioner issued an advance ruling certificate in respect of the merger.

    AUSTRALIA

    The FOREIGN ACQUISITIONS AND TAKEOVERS ACT OF AUSTRALIA requires the
Treasurer of the Commonwealth of Australia to be notified of certain
acquisitions of Australian companies and companies with Australian assets. The
Treasurer has the power to prohibit acquisitions of this kind.

    Homestake has Australian subsidiaries with Australian assets. Barrick
therefore lodged an application seeking the Treasurer's approval on July 10,
2001. On August 13, 2001 Barrick was notified that the Treasurer does not object
to the merger. This notification precludes the Treasurer from exercising his
powers to prohibit the merger.

APPRAISAL RIGHTS

    The Delaware General Corporation Law provides that in some mergers
stockholders who do not vote in favor of a merger and who comply with a series
of statutory requirements have the right to receive, instead of the merger
consideration, the fair value of their shares as appraised by the Delaware Court
of Chancery, payable in cash. However, such appraisal rights are not available
under the Delaware General Corporation Law to holders of Homestake common stock
in connection with the merger because the Homestake common stock is listed on a
national securities exchange and the consideration which Homestake stockholders
will be entitled to receive in the merger will consist solely of Barrick common
shares, which will also be listed on a national securities exchange, and cash
instead of fractional shares. Holders of Homestake Canada exchangeable shares
are also not entitled to appraisal rights in connection with the merger.

    Under the Delaware General Corporation Law, if the record holder of
Homestake special voting stock does not wish to receive the one Barrick special
voting share, it does not cast any of the votes attached to the Homestake
special voting stock in favor of adoption of the merger agreement and otherwise
follows the procedures set forth in Section 262 of the Delaware General
Corporation Law, then the record holder of that stock has the right to seek an
appraisal of, and to be paid the fair value for, the share of Homestake special
voting stock.

    If the holder of the share of the Homestake special voting stock wishes to
exercise appraisal rights it must not cast any of the votes attached to the
share of Homestake special voting stock in favor of the adoption of the merger
agreement and must deliver to Homestake before the vote on the merger agreement
at the special meeting, a written demand for appraisal of the share of the
Homestake special voting stock as set forth in more detail on Annex D to this
proxy statement/prospectus. This written demand for appraisal is in addition to
and separate from any proxy or vote abstaining from or against the merger.

    With respect to the one share of Homestake special voting stock, Homestake
believes that if Computershare Trust Company of Canada, as trustee under the
voting, support and exchange trust agreement, exercises any of the votes
attached to the Homestake special voting stock to vote in favor of

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the proposal to adopt the merger agreement, then the trustee will not be
entitled under Section 262 to an appraisal of the Homestake special voting stock
or any interest therein. Accordingly, Homestake believes that, if the trustee is
instructed by at least one holder of Homestake Canada exchangeable shares to
cast at least one vote at the Homestake special meeting in favor of the proposal
to adopt the merger agreement and the trustee complies with these instructions,
the trustee will not be entitled to an appraisal of the one share of Homestake
special voting stock or any interest therein under Section 262. Homestake also
believes that the voting, support and exchange trust agreement does not permit
the trustee to seek appraisal.

    The foregoing discussion is not a complete statement of the law of appraisal
rights and is qualified in its entirety by the procedures for seeking appraisal
rights, which is set out in Annex D to this proxy statement/prospectus, and the
full text of Section 262 of the Delaware General Corporation Law, which is
reprinted in its entirety as Annex D to this proxy statement/prospectus.

STOCK EXCHANGE LISTING

    Barrick is obligated under the merger agreement to use its reasonable best
efforts to cause the Barrick common shares issued in the merger and pursuant to
Homestake stock option plans to be approved for listing on the New York Stock
Exchange and The Toronto Stock Exchange. In addition, it is a condition to the
closing of the merger that these shares be approved for listing on the New York
Stock Exchange and The Toronto Stock Exchange, in each case subject to official
notice of issuance. The Homestake common stock will be delisted from the
New York Stock Exchange, the Swiss Stock Exchange and the Australian Stock
Exchange following consummation of the merger. The Homestake Canada exchangeable
shares will continue to be listed and traded on The Toronto Stock Exchange after
the merger.


INTERESTS OF HOMESTAKE DIRECTORS AND OFFICERS IN THE MERGER


    In considering the recommendation of the Homestake board that Homestake
stockholders vote for the proposal to adopt the merger agreement, Homestake
stockholders should be aware that a number of Homestake executives and members
of the Homestake board have interests in the merger that are different from, or
in addition to, the interests of Homestake stockholders generally. The Homestake
board was aware of and considered those interests when it considered and
approved the merger agreement.

    CHANGE OF CONTROL AGREEMENTS

    Pursuant to Homestake's 1999 Change of Control Severance Plan, Homestake has
entered into severance agreements with 17 of its executives, including Jack
Thompson, Lee Graber, Wayne Kirk, William Lindqvist and Walter Segsworth. Under
those agreements, the executives are entitled to benefits if there is a change
of control of Homestake and specific other events occur. The completion of the
merger will be a change of control for purposes of the severance agreements.

    Benefits under the severance agreements are payable if, within two years
after the change of control, the executive is terminated other than for cause or
if the executive resigns after:

    - a change in position, duties, responsibilities or status inconsistent with
      the executive's prior position;

    - a material reduction in responsibilities, titles or offices as in effect
      immediately before the change of control;

    - a reduction in salary or other specific changes in other benefits; or

    - changes in location of employment by more than 50 miles.

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    If the executive resigns for any of the foregoing reasons, he is considered
to have resigned for "good reason".

    Benefits payable under the severance agreements include:

    - a lump sum cash payment equal to two times (three times in the case of
      Messrs. Thompson and Segsworth) the executive's highest annual salary and
      bonus during the three calendar years before termination;

    - continued welfare and other specific fringe benefits for two years (three
      years in the case of Messrs. Thompson and Segsworth); and

    - relocation assistance to the extent not provided by another employer.

    In addition, if a Homestake executive receives benefits under his or her
severance agreement, then, pursuant to Homestake's Executive Supplemental
Retirement Plan, the executive will also receive automatic vesting of benefits
under that plan based on fifteen years of service credit, even if the
executive's actual period of service was less than fifteen years. The severance
agreements provide a tax gross-up for the executive if the value of the benefits
that vest as a result of a change of control exceeds 2.99 times the executive's
average annual compensation for the five year period preceding the change of
control and results in the imposition of an excise tax on the participant (as
determined under the rules of the Internal Revenue Code and the regulations
issued under the Code).


    Assuming they experienced a termination from Homestake (other than for
cause) or resigned from Homestake (for good reason) within two years of the
effective time of the merger, and calculated based on compensation through the
year 2000, Mr. Thompson, Mr. Graber, Mr. Kirk, Mr. Lindqvist and Mr. Segsworth,
and all Homestake executive officers as a group (including those five officers),
would be entitled to lump sum cash payments of approximately $2,385,000,
$568,000, $1,066,000, $680,000, $1,457,000 and $11,012,000, respectively,
continuation of welfare and other specific fringe benefits, including
split-dollar life insurance benefits, valued at approximately $1,034,000,
$140,000, $50,000, $47,000, $299,000 and $2,603,000, respectively, and
additional benefits under Homestake's Executive Supplemental Retirement Plan
valued at approximately $0, $0, $1,452,000, $0, $2,908,000 and $7,745,000,
respectively, and tax gross-ups as described in the preceding paragraph.


    STOCK OPTIONS AND SHARE RIGHTS

    Holders of Homestake stock options and share rights outstanding at the
effective time of the merger will continue to hold stock options and share
rights which after the merger will be exercisable for Barrick common shares.
Pursuant to the terms of the applicable award agreements under Homestake's 1996
Amended Stock Option and Shares Rights Plan and Homestake's 1988 Stock Option
and Shares Rights Plan, all outstanding options, performance-based share rights,
matching stock awards and contingent share rights awards granted to Homestake
officers and employees under those plans will become vested if there is a change
of control of Homestake and specific other events occur. The completion of the
merger will be a change of control for purposes of the award agreements. Awards
will generally become vested if, within two years after the change of control,
the award holder is terminated by Homestake other than for cause or if the award
holder resigns for good reason.

    If the option holder becomes vested, as described above, in his or her
options, the option holder has until the earlier of the option's normal
expiration date and for periods up to three years from the date of termination
to exercise his or her options.

    Share rights granted to Homestake directors under Homestake's 1988 and 1996
Stock Option and Share Rights Plans and 1998 Outside Directors' Stock
Compensation Plan, and accrued dividends related thereto, will become vested if
the Homestake director ceases to serve as a director within

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one year following a change of control. The completion of the merger will be a
change of control for purposes of these share rights.


    As of November 1, 2001, Messrs. Thompson, Graber, Kirk, Lindqvist and
Segsworth held outstanding stock options with respect to 1,387,025, 462,900,
789,350, 511,700 and 626,700 shares of Homestake common stock, of which stock
options with respect to 667,325, 215,650, 365,750, 232,925 and 181,125 shares of
Homestake common stock were vested and exercisable. As of November 1, 2001, all
officers and active employees, as a group, held outstanding stock options with
respect to 9,243,822 shares of Homestake common stock, of which stock options
with respect to 3,289,047 shares were vested and exercisable. As of November 1,
2001, Messrs. Thompson, Graber, Kirk, Lindqvist and Segsworth held share rights
with respect to 376,945, 77,883, 128,373, 90,464 and 161,331 shares of Homestake
common stock, respectively, none of which were vested. As of November 1, 2001,
all officers and employees, as a group, held outstanding share rights with
respect to 1,189,285 shares of Homestake common stock, none of which were
vested. As of November 1, 2001, all outside directors, as a group, held
outstanding share rights with respect to 26,914 shares of Homestake common
stock, of which share rights with respect to 9,275 shares were or will be vested
by December 31, 2001.


    GRANTOR TRUSTS

    Homestake has established the following two grantor trusts to provide
funding for the benefits payable under some of Homestake's plans to Homestake
executives and directors:

    - the Amended and Restated Master Trust Under the Homestake Deferred
      Compensation Plans; and

    - the Supplemental Trust Under the Homestake Deferred Compensation Plans.

    The terms of those grantor trusts provide that specific powers and
administrative functions currently carried out by Homestake will be turned over
to the trustee following a change of control. The completion of the merger will
be a change of control for purposes of the grantor trusts.

    SPLIT-DOLLAR LIFE INSURANCE

    Twenty-three senior officers and active employees of Homestake have split
dollar life insurance agreements. These agreements provide these officers and
employees with life insurance equal to twice (four times in the case of
Mr. Thompson) his or her annual salary and target incentive bonus. Homestake
will make all premium payments under the agreement, but maintain a collateral
interest in such premium payments to recover the premium amounts paid by
Homestake. The agreements provide that if, within two years following a change
of control, the employee is terminated other than for cause or the employee
resigns for good reason, Homestake will continue to make premium payments under
the life insurance policy through the end of the period ending no earlier than
two years (three years in the case of Messrs. Thompson and Segsworth) after the
effective time of the merger. Upon the termination of the split-dollar life
insurance agreements, Homestake is entitled to receive an amount in respect of
its collateral interest under the insurance agreements equal to the lesser of:

    - the cumulative premiums paid by Homestake (not including premiums waived
      pursuant to the terms of any disability waiver rider and extra benefit
      riders or agreements, other than those providing additional life insurance
      coverage on the insured) with respect to the executive's life insurance
      policy, less the amount of policy dividends or interest thereon paid in
      cash to Homestake or used to reduce or offset premiums paid, any policy
      loans to Homestake and accrued interest thereon at the time of the
      agreement's termination, amounts, if any, received by Homestake from the
      executive for the economic benefit of life insurance provided under the
      agreement, and

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    - the excess, if any, of the policy's cash surrender value over the minimum
      amount of cash surrender value that is needed in the policy to support a
      death benefit that is equal to the executive's annual salary and target
      incentive bonus determined at the time of a measurement date specified
      under the agreement (four times such amount in the case of Mr. Thompson)
      assuming the insurance will be held without surrender or loan until the
      executive reaches age 90 and the fixed interest rate used to project
      earnings on the insurance up the specified age is the insurer's announced
      interest rate under the policy at the time of the specified measurement
      date.

    Any remaining value in the policy will continue to be owned by the
executive.

    DEFERRED COMPENSATION PLAN

    The Homestake Deferred Compensation Plan allows a select group of
management, highly compensated employees and members of the board of directors
of Homestake and some of its affiliates to elect to defer a maximum of 100% of
their annual base salary, bonus and, if applicable, directors' fees. The
obligations under the plan are funded by the Homestake grantor trusts (described
above).

    Each participant in the plan has an account balance that is credited with
the amount he or she has deferred under the plan plus interest and earnings.
Amounts deferred under the plan by participants are generally calculated based
on a basic interest rate (equal to 100% of the monthly Moody's Corporate Bond
Yield Average). However, upon being eligible to participate in the plan for five
years, amounts deferred under the plan by participants are calculated based on a
preferred interest rate (equal to 120% of the monthly Moody's Corporate Bond
Yield Average).


    Upon completion of the merger, all individuals with less than five years of
service will have their balances adjusted to reflect accrual at the preferred
interest rate (equal to 120% of the monthly Moody's Corporate Bond Yield
Average) in the event of a termination of employment from Homestake or the
cessation of service as a director for any reason other than "retirement" (as
defined in the plan), disability, death or an authorized leave of absence, or in
the event of a plan termination, amendment or modification. After a change of
control, if the plan is terminated, the participant's balance must be paid in a
lump sum. As of November 1, 2001, Messrs. Thompson, Graber, Kirk and Lindqvist
have completed five years of service with Homestake. Accordingly their deferred
compensation plan balances are already calculated based on the preferred
interest rate of 120% of the monthly Moody's Corporate Bond Yield Average. The
additional benefit received by Mr. Segsworth, and by all Homestake executive
officers and directors as a group (including Messrs. Thompson, Graber, Kirk,
Lindqvist and Segsworth), as a result of the change to the preferred interest
rate of 120% for participants with less than five years of service with
Homestake, based on the value of their respective deferred compensation cash
account balances as of March 31, 2001, is approximately $34 and $8,600,
respectively, and all participants will receive interest on their account
balances at the preferred interest rate after the completion of the merger.


    RELOCATION LOANS

    Homestake has made relocation loans to employees, in the range of $20,000 to
$60,000 per employee, that are forgivable over three to five years to the extent
the employee continues to be employed by Homestake. Homestake expects that it
will forgive any such loans to the extent the employee is terminated in
connection with the completion of the merger.

    INDEMNIFICATION AND INSURANCE

    The merger agreement provides that all rights to indemnification and
exculpation from liabilities for acts or omissions occurring at or before the
effective time of the merger existing in favor of current or former directors or
officers of Homestake under the Homestake certificate of incorporation, by-laws

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or indemnification agreements will be assumed by the surviving corporation in
the merger and will continue in full force and effect in accordance with their
terms following completion of the merger.

    The merger agreement also provides that for six years after the effective
time of the merger, Barrick will maintain directors' and officers' liability
insurance for acts or omissions occurring at or before the effective time of the
merger, covering each person who was, as of the date of the merger agreement,
covered by Homestake's directors' and officers' liability insurance, on terms no
less favorable than those in effect on the date of the merger agreement.
Barrick's obligation to provide this insurance coverage is subject to a cap of
200% of the amount of premiums paid by Homestake in its last full fiscal year
for its existing insurance coverage. If Barrick cannot maintain the existing or
equivalent insurance coverage without exceeding the 200% cap, Barrick is
required to maintain the most advantageous policies of directors' and officers'
insurance that can be obtained by paying an annual premium equal to the 200%
cap.

RESALE OF BARRICK COMMON SHARES

    U.S. RESALE REQUIREMENTS

    The Barrick common shares issued pursuant to the merger agreement will not
be subject to any restrictions on transfer arising under the Securities Act of
1933, except for shares issued to any Homestake stockholder who may be deemed to
be an "affiliate" of Barrick or Homestake for purposes of Rule 145 under the
Securities Act of 1933 or for purposes of qualifying the merger for
pooling-of-interests accounting treatment. Each such affiliate has entered into
an agreement with Barrick and Homestake providing that such affiliate will not
transfer any Barrick common shares received in the merger except in a manner not
adversely affecting the desired accounting treatment of the merger and otherwise
in compliance with the Securities Act.

    Each affiliate has agreed not to make any transfer either during the 30-day
period before the merger or thereafter until after such time as financial
results covering at least 30 days of combined operations of Barrick and
Homestake after the merger have been published. Barrick has agreed to publish
such financial results within 30 days following the end of the first calendar
month during which the 30th day of combined operations occurs.

    This document does not constitute a registration statement covering resales
of shares by persons who are otherwise restricted from selling their shares
pursuant to Rules 144 and 145 of the Securities Act.

    Barrick has agreed, pursuant to the stockholders agreement, to enter into a
registration rights agreement with, and to grant registration rights to,
Mr. von Finck and the three members of his family who are party to the
stockholders agreement, with respect to Barrick common shares to be received by
such persons upon completion of the merger. The registration rights agreement
provides for Barrick to prepare and file a registration statement with the
Securities and Exchange Commission before the end of the pooling restricted
period. The registration statement will register the resale, in any manner of
sale allowed on a shelf registration statement, on a continuous basis for a
one-year period, of the Barrick common shares issued to Mr. von Finck and the
three members of his family who were a party to the stockholders agreement. The
registration statement will allow all of the Barrick common shares received by
them pursuant to the merger to be traded freely on the New York Stock Exchange
subject to the limitations described above.

    CANADIAN RESALE REQUIREMENTS

    The Barrick common shares issued to residents of Canada pursuant to the
merger agreement generally or upon the exchange of the Homestake Canada
exchangeable shares will not be subject to any substantial restrictions on
transfer under applicable Canadian securities legislation. In any Canadian
jurisdiction where such restrictions would otherwise apply, Barrick has applied
for orders and rulings from the applicable securities regulatory authorities in
order to permit the resale of such Barrick common shares without substantial
restrictions on transfer.

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                              THE MERGER AGREEMENT

    The following description of the material provisions of the merger agreement
among Barrick, Homestake Merger Co. (formerly known as Havana Acquisition Inc.)
and Homestake is qualified by reference to the text of the merger agreement, a
copy of which is attached as Annex A and is incorporated in this document by
reference. All stockholders are encouraged to read the merger agreement in its
entirety for a more complete description of the terms and conditions of the
merger.

STRUCTURE OF THE MERGER

    At the effective time of the merger, Merger Sub will be merged with and into
Homestake. Homestake will continue as the surviving corporation and become a
wholly owned subsidiary of Barrick.

CLOSING AND EFFECTIVE TIME OF THE MERGER

    The closing of the merger will take place no later than the second business
day after the satisfaction of the conditions described below under "THE MERGER
AGREEMENT--CONDITIONS OF THE MERGER," unless Barrick and Homestake agree in
writing to another time.

    The merger will become effective at the time a certificate of merger is
filed with the Delaware Secretary of State, or at a later time agreed to by
Barrick and Homestake in the certificate of merger. The certificate of merger
will be filed at the time of the closing of the merger.

MERGER CONSIDERATION

    The merger agreement provides that each share of Homestake common stock
(including shares of Homestake common stock underlying Homestake CHESS
depository interests) not owned by Barrick or Homestake that is outstanding
before the effective time will, at the effective time, be converted into the
right to receive 0.53 Barrick common shares.

    TREATMENT OF HOMESTAKE CANADA EXCHANGEABLE SHARES

    Homestake Canada exchangeable shares will not be converted into other
securities in the merger and will continue to exist and trade on The Toronto
Stock Exchange after the completion of the merger. Following the effective time
of the merger, the rights, privileges, restrictions and conditions attaching to
the Homestake Canada exchangeable shares will be the same as the rights,
privileges, restrictions and conditions attaching to the Homestake Canada
exchangeable shares immediately before the effective time of the merger except
that:

    - each Homestake Canada exchangeable share will entitle the holder, upon the
      voluntary or mandatory exchange of the Homestake Canada exchangeable
      share, however effected, to receive 0.53 Barrick common shares, plus the
      amount of any declared but unpaid dividends on the Homestake Canada
      exchangeable share; and

    - each Homestake Canada exchangeable share will have the dividend and voting
      rights of 0.53 Barrick common shares.

    Barrick presently expects to exercise its call rights on the exchange of
Homestake Canada exchangeable shares to enable holders of Homestake Canada
exchangeable shares to convert into Barrick common shares on a tax-deferred
basis in most circumstances.

    VOTING, SUPPORT AND EXCHANGE TRUST SUPPLEMENT.

    At the effective time of the merger, Barrick, Homestake, Homestake Canada
and the trustee will enter into a voting, support and exchange trust supplement
amending the existing voting, support and

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exchange trust agreement. As a result, a holder of Homestake Canada exchangeable
shares will be entitled to direct the trustee to cast a number of votes equal to
the number of Barrick common shares for which such shares are exchangeable,
rounded down to the nearest whole number, at all meetings at which the holders
of Barrick common shares are entitled to vote. Furthermore, under the voting,
support and exchange trust supplement, Barrick will assume all of the
obligations and acquire all of the rights of Homestake under the voting, support
and exchange trust agreement, provided that the exchange rights under that
agreement will entitle a holder to receive, or require a holder to accept, as
the case may be, for each Homestake Canada exchangeable share exchanged under
that agreement, 0.53 Barrick common shares, plus the amount of any accrued and
unpaid dividends on the Homestake Canada exchangeable share.

    TREATMENT OF HOMESTAKE SPECIAL VOTING STOCK


    Under the merger agreement, at the effective time of the merger, the one
outstanding share of Homestake special voting stock will be converted into and
represent the right to receive one Barrick special voting share. The Barrick
special voting share will entitle its holder to cast a number of votes at
meetings of holders of Barrick common shares equal to the number of Barrick
common shares for which the Homestake Canada exchangeable shares outstanding
from time to time are exchangeable, in accordance with instructions received
from the holders of the Homestake Canada exchangeable shares. For this purpose,
Homestake Canada exchangeable shares held by Barrick or its subsidiaries are
excluded. See "DESCRIPTION OF BARRICK SHARE CAPITAL--BARRICK SPECIAL VOTING
SHARE".


CANCELLATION OF SHARES

    Each share of Homestake common stock held by Homestake or any of its wholly
owned subsidiaries as treasury stock or owned by Barrick or Merger Sub
immediately before the effective time will be automatically canceled, and
Barrick will not exchange those shares for any securities of Barrick or any
other consideration.

PROCEDURES FOR EXCHANGE OF CERTIFICATES; FRACTIONAL SHARES

    Before the merger, an exchange agent will be appointed to handle the
exchange of Homestake common stock for Barrick common shares and the payment of
cash for fractional shares. To effect the exchange of shares, the exchange agent
will take the following actions:

    HOMESTAKE COMMON STOCK.  As soon as reasonably practicable after the
effective time of the merger, the exchange agent will mail a transmittal letter
to each former record holder of Homestake common stock. The transmittal letter
will contain instructions with respect to the surrender of certificates
previously representing Homestake common stock to be exchanged for certificates
representing Barrick common shares and cash instead of any fractional share
entitlement. Homestake stockholders who surrender their Homestake common stock
certificates, together with a properly completed letter of transmittal, will be
entitled to receive a certificate representing the number of whole Barrick
common shares into which their shares of Homestake common stock have been
converted in the merger.

    HOMESTAKE CANADA EXCHANGEABLE SHARES.  On the closing of the merger,
Homestake Canada exchangeable shares will continue to be outstanding, and each
outstanding exchangeable share will have the dividend and voting rights of
0.53 Barrick common shares and be exchangeable, at the option of the holder, for
0.53 Barrick common shares. To assist any holder of Homestake Canada
exchangeable shares who would like to exchange those shares for Barrick common
shares, as soon as reasonably practicable after the effective time of the
merger, the exchange agent will mail a letter of exchange to each record holder
of Homestake Canada exchangeable shares. The letter of exchange will contain
instructions with respect to the exchange of Homestake Canada exchangeable
shares for Barrick

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common shares and cash instead of any fractional share entitlement. Holders of
Homestake Canada exchangeable shares who elect to exchange those shares and who
surrender the certificates representing those shares, together with a properly
completed letter of exchange, will be entitled to receive a certificate
representing the number of whole Barrick common shares into which their
Homestake Canada exchangeable shares have been exchanged.

    HOMESTAKE CHESS DEPOSITORY INTERESTS.  On the closing of the merger, each
share of Homestake common stock that is represented by a Homestake CHESS
depository interest will be converted into 0.53 Barrick common shares. As soon
as reasonably practicable after the merger, CHESS Depository Nominees will
provide to the exchange agent the list of holders of Homestake CHESS Depository
Interests, and the exchange agent will send directly to such holders the
certificates representing their Barrick common shares and cash instead of any
fractional share entitlement.


    HOMESTAKE COMMON STOCKHOLDERS AND HOLDERS OF HOMESTAKE CANADA EXCHANGEABLE
SHARES SHOULD NOT FORWARD STOCK CERTIFICATES TO THE EXCHANGE AGENT UNTIL THEY
HAVE RECEIVED A LETTER OF TRANSMITTAL OR LETTER OF EXCHANGE. HOMESTAKE COMMON
STOCKHOLDERS AND HOLDERS OF HOMESTAKE CANADA EXCHANGEABLE SHARES SHOULD NOT
RETURN THEIR STOCK CERTIFICATES WITH THE ENCLOSED PROXY OR VOTING INSTRUCTION
FORM. HOLDERS OF HOMESTAKE CHESS DEPOSITORY INTERESTS SHOULD NOT TAKE ANY ACTION
TO EXCHANGE THEIR INTERESTS AND SHOULD NOT RETURN THE ACCOUNT STATEMENTS
EVIDENCING THEIR HOMESTAKE CHESS DEPOSITORY INTERESTS WITH THE ENCLOSED VOTING
INSTRUCTION FORM.


    Barrick will not issue fractional shares in the merger. Instead, each former
holder of shares of Homestake common stock or Homestake CHESS depository
interests, and any holder of Homestake Canada exchangeable shares who elects to
exchange those shares for Barrick common shares, will receive from Barrick an
amount in cash equal to the product obtained by multiplying the fractional share
interest of Barrick common shares to which such person is entitled by the per
share closing price of Barrick common shares on the closing date of the merger
as reported on the New York Stock Exchange Composite Tape.

    Barrick will not pay any dividends or other distributions to the holders of
Homestake common stock certificates in respect of Barrick common shares into
which the shares of Homestake common stock represented by those certificates
have been converted until the Homestake common stock certificates are
surrendered to the exchange agent. At the time of surrender, the holders of
Homestake common stock will be paid the amount of dividends or other
distributions that have been paid since the effective time of the merger.

    After the merger becomes effective, if Homestake common stock certificates
are presented to the surviving corporation or the exchange agent for any reason,
those certificates will be cancelled and exchanged for Barrick common shares
plus cash instead of any fractional share entitlement as described above.

REPRESENTATIONS AND WARRANTIES

    The merger agreement contains generally reciprocal representations and
warranties made by each party to the other. These generally reciprocal
representations and warranties relate to:

    - corporate existence, organization and authority to carry on its business;

    - subsidiaries;

    - capital structure;

    - corporate power and authority to enter into the merger agreement and to
      consummate the transactions contemplated by the merger agreement;

    - reporting documents and undisclosed liabilities;

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    - information supplied for inclusion in this proxy statement/prospectus;

    - absence of specific changes or events;

    - litigation;

    - benefit plan compliance;

    - taxes;

    - compliance with laws;

    - environmental matters;

    - absence of reduction in reserves and mineralized material;

    - accounting matters;

    - contracts;

    - stockholder approval and voting requirements; and

    - right to use properties.

    Homestake also makes representations to Barrick regarding:

    - employee benefit matters;

    - labor matters;

    - foreign benefit plans;

    - Homestake's and Homestake Canada's rights agreements;

    - brokers' fees;

    - opinion of Homestake's financial advisor;

    - excess parachute payments; and

    - state takeover statutes.

    In addition, Barrick makes representations to Homestake regarding the
interim operation of Merger Sub and the ownership of Homestake securities.

    None of the representations and warranties in the merger agreement will
survive the effective time of the merger.

MATERIAL ADVERSE EFFECT

    Many of the representations and warranties made by Barrick and Homestake are
qualified by a material adverse effect threshold. For the purposes of the merger
agreement, a material adverse effect means a material adverse effect on the
ability of Homestake or Barrick, as the case may be, to perform its obligations
under the merger agreement in a timely manner or a material adverse effect on
the business, properties, financial condition or results of operations of either
Homestake or Barrick, other than effects relating to:

    - the gold mining industry in general that do not have a materially
      disproportionate impact on Homestake or Barrick, as the case may be;

    - general economic, financial or securities market conditions in the United
      States or elsewhere;

    - the announcement of the merger agreement;

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    - the relative values of the United States dollar, the Canadian dollar or
      the Australian dollar or any two of them;

    - civil or political unrest in Argentina or Chile that does not have a
      materially disproportionate impact on Homestake or Barrick, as the case
      may be; or

    - decreases in the price of gold or silver;

and with respect only to Homestake

    - the refusal of Barrick to consent, following a good faith request, to some
      types of actions by Homestake otherwise prohibited under the covenants
      relating to the conduct of business by Homestake in the merger agreement.

COVENANTS

    The merger agreement provides for covenants relating to conduct of business.
Between the signing of the merger agreement and the closing of the merger,
Barrick and Homestake:

    - will conduct their businesses in the usual, regular and ordinary course in
      all material respects;

    - will not declare or pay any dividends except distributions by a subsidiary
      to its parent and regular cash dividends; and

    - will not take any actions that would, or would reasonably be expected to,
      result in any representations and warranties of the party in the merger
      agreement that are qualified by materiality from becoming untrue or that
      are not qualified by materiality from becoming untrue in any material
      respect or any conditions to the merger not being satisfied.

    The merger agreement also restricts, among other things, the ability of
Homestake to:

    - issue, deliver, sell, or grant shares of its capital stock, Homestake
      voting securities, any rights, warrants or options to acquire any
      Homestake voting security or some specific rights under Homestake stock
      plans other than in the ordinary course or pursuant to agreements or
      rights existing on June 24, 2001;

    - amend its certificate of incorporation and by-laws;

    - acquire or agree to acquire any business or other organization or any
      assets that are material to Homestake, either individually or in the
      aggregate;

    - sell, lease, encumber or dispose of any of Homestake's personal property
      or real property, other than real property valued at less than
      $10 million in the ordinary course and encumbrances incurred in the
      ordinary course;

    - incur any indebtedness, other than short-term borrowings in the ordinary
      course;

    - make any loans, advances or capital contributions to any other person
      other than a joint venture of Homestake's or a Homestake subsidiary in the
      ordinary course and consistent with past practice;

    - make any material tax election or settle or compromise any material tax
      liability;

    - other than in the ordinary course and consistent with past practice,
      increase the compensation payable or to become payable to its executive
      officers or employees, grant severance or termination pay, enter into or
      amend any employment, bonus or severance agreement or enter into or alter
      any rights or benefits;

    - make any amendment to any company stock plan; or

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    - authorize or commit to any of the foregoing actions.

    The merger agreement restricts, among other things, the ability of Barrick
to:

    - change its principal business from the business of gold mining;

    - amend its or Merger Sub's corporate documents in such a way as to have a
      material adverse effect on the transactions contemplated by the merger
      agreement; or

    - authorize or commit to any of the foregoing actions.

MATERIAL ACQUISITIONS

    Barrick is not required under the merger agreement to obtain Homestake's
consent to acquire or enter into an agreement to acquire any other person or
business. However, if Barrick acquires or enters into any agreement to acquire
any other person or business without the prior written consent of Homestake, and
as a result of those actions the merger has not been consummated by March 23,
2002, thereafter Barrick may not unreasonably withhold or delay its consent to
Homestake acquiring another business or organization or selling, leasing or
encumbering real or personal property as otherwise restricted. Homestake will
also have the right to extend the outside date of the consummation of the merger
on one occasion from March 31, 2002 by written notice to a date not later than
September 30, 2002.

NO SOLICITATION


    Homestake has agreed not to, will not permit its subsidiaries to, and will
not authorize or permit any officer, director or employee of Homestake or any
investment banker, attorney, accountant or other advisor or representative of
Homestake or any subsidiary to:


    - solicit, initiate or encourage the submission of any "company takeover
      proposal";

    - enter into any agreement with respect to any company takeover proposal; or

    - provide any non-public information regarding itself or any subsidiary to
      any third party or engage in any negotiations or substantive discussions
      in connection with any company takeover proposal.

    However, Homestake may, before stockholder adoption of the merger agreement,
in response to any company takeover proposal that was not solicited by it and
did not otherwise result from a breach of the preceding covenants, provide any
non-public information regarding itself to any third party or engage in any
negotiations or substantive discussions with such person regarding any company
takeover proposal, if:

    - the Homestake board of directors determines in good faith, after
      consultation with counsel and its financial advisors, that these actions
      are reasonably likely to result in a "company superior proposal";

    - Homestake then has in effect with the third party a confidentiality
      agreement in reasonably customary form and not materially less favorable
      to Homestake than the confidentiality agreement with Barrick; and

    - Homestake promptly delivers to Barrick a copy of any information provided
      to the third party.

    Nothing in the merger agreement prevents Homestake or its board of directors
from complying with rules promulgated under federal securities laws with regard
to company takeover proposals or taking the actions described in the second
paragraph under "HOMESTAKE STOCKHOLDERS MEETING" below.

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    A "company takeover proposal" is:

    - any proposal or offer for a merger, consolidation or other business
      combination involving Homestake;

    - any proposal or offer to acquire in any manner, directly or indirectly,
      more than 15% of the common stock of Homestake; or

    - any proposal or offer to acquire in any manner, directly or indirectly,
      assets of Homestake or its subsidiaries representing more than 25% of the
      consolidated assets of Homestake;

other than the transactions contemplated by the merger agreement.

    A "company superior proposal" is a company takeover proposal that the
Homestake board determines in good faith, after consultation with counsel and
its financial advisors and taking into account all relevant material terms of
the proposal and the merger agreement, including any changes to the merger
agreement proposed by Barrick in response to a company takeover proposal, is
financially more favorable to the stockholders of Homestake than the merger and
the other transactions contemplated by the merger agreement.

    Homestake will, and will cause all subsidiaries to, immediately cease any
existing activities, discussions or negotiations by Homestake, any subsidiary or
any officer, director or employee of Homestake or investment banker, attorney,
accountant or other advisor or representative of Homestake or any subsidiary
with any parties conducted before the signing of the merger agreement with
respect to any company takeover proposal.

    Homestake will promptly advise Barrick orally and in writing of the receipt
of any company takeover proposal and of the receipt of any inquiry with respect
to or which Homestake reasonably believes could lead to any company takeover
proposal. Homestake will advise Barrick orally and in writing of the identity of
the person making any company takeover proposal or inquiry and of the material
terms of the company takeover proposal and of any changes to the proposal.

HOMESTAKE STOCKHOLDERS MEETING

    Homestake has agreed to call and hold a meeting of the holders of Homestake
common stock and the holder of the Homestake special voting stock for the
purpose of obtaining the adoption of the merger agreement by votes representing
a majority in aggregate voting power of the outstanding shares of Homestake
common stock (including shares underlying the Homestake CHESS depository
interests) and the outstanding Homestake Canada exchangeable shares on the
record date, voting together as a single class. Homestake will, through its
board of directors, recommend to its stockholders that the merger agreement be
adopted.

    However, the board of directors of Homestake will be permitted to:

    - not recommend to the stockholders that the merger agreement be adopted, or

    - withdraw or modify in a manner adverse to Barrick its recommendation to
      Homestake's stockholders that the merger agreement be adopted,

but only if and to the extent that Homestake's board of directors determines in
good faith, after consultation with counsel and its financial advisors, that
failing to take that action would breach the fiduciary duties of Homestake's
board of directors.

ACCESS TO INFORMATION; CONFIDENTIALITY

    During the period before the effective time of the merger, Homestake and
Barrick will afford to the other party and its representatives reasonable access
during normal business hours to all of their

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respective properties and records. During that period each party will promptly
provide to the other party a copy of each reporting document filed pursuant to
the requirements of the securities laws of Canada or the United States, and all
other information concerning its business, properties and personnel as the other
party reasonably requests. The information will be held in confidence to the
extent required by the provisions of the confidentiality agreement between the
two parties.

REASONABLE EFFORTS; NOTIFICATION

    Barrick and Homestake will use reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and cooperate
with the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
merger and the other transactions contemplated by the merger agreement. This
includes:

    - obtaining all necessary actions or nonactions, waivers, consents and
      approvals from governmental entities and the making of all necessary
      registrations and filings and the taking of all reasonable steps as may be
      necessary to obtain an approval or waiver from, or to avoid an action or
      proceeding by, any governmental entity;

    - obtaining all necessary consents, approvals or waivers from third parties;

    - defending any lawsuits or other legal proceedings, whether judicial or
      administrative, challenging the merger agreement or the consummation of
      the transactions contemplated by the merger agreement, including seeking
      to have any stay or temporary restraining order entered by any court or
      other governmental entity vacated or reversed; and

    - executing and delivering any additional instruments necessary to
      consummate the transactions contemplated by, and to fully carry out the
      purposes of, the merger agreement.

    However, Barrick and Homestake will not be obligated to sell, license or
otherwise dispose of, hold separate or otherwise divest itself of any material
portion of the business or assets of Barrick or Homestake or any of their
respective subsidiaries to consummate the transactions contemplated by the
merger agreement. Further, Barrick and Homestake will not be obligated to take
any action if the taking of that action or the obtaining of any waiver, consent,
approval or exemption is reasonably likely to result in the imposition of a
condition or restriction:

    - seeking to prohibit or limit the ownership or operation by the party of
      any material portion of the business or assets of the party or to compel
      the party to dispose of or hold separate any material portion of the
      business or assets of that party as a result of the merger or any of the
      other transactions contemplated by the merger agreement;

    - seeking to impose material limitations on the ability of Barrick or Merger
      Sub to acquire or hold, or exercise full rights of ownership of, any
      shares of capital stock of the surviving corporation, including the right
      to vote such capital stock on all matters properly presented to the
      stockholders of the surviving corporation; and

    - seeking to prohibit Barrick from effectively controlling in any material
      respect the business or operations of Homestake.

    In connection with, and without limiting these conditions, Barrick,
Homestake and their respective boards of directors will take all action
necessary so that no takeover statute or similar statute or regulation is or
becomes applicable to the merger, the merger agreement or any of the
transactions contemplated by the merger agreement. If any takeover statute or
similar statute or regulation becomes applicable to the merger, the merger
agreement or any other transaction contemplated by the merger agreement,
Barrick, Homestake and their respective boards of directors will take all action
necessary so that the merger and the other transactions contemplated by the
merger agreement may be

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consummated as promptly as practicable on the terms contemplated by the merger
agreement and otherwise to minimize the effect of the statute or regulation on
the merger and other transactions contemplated by the merger agreement.

    Homestake will give prompt notice to Barrick, and Barrick will give prompt
notice to Homestake, of any representation or warranty made by it or contained
in the merger agreement that is qualified as to materiality becoming untrue or
inaccurate in any respect or any such representation or warranty that is not so
qualified becoming untrue or inaccurate in any material respect. Barrick and
Homestake will also give prompt notice to the other of the failure by it to
comply with or satisfy in any material respect any covenant, condition or
agreement to be complied with or satisfied by it under the merger agreement.
However, no such notification shall affect the representations, warranties,
covenants or agreements of the parties or the conditions to the obligations of
the parties under the merger agreement.

RIGHTS AGREEMENTS

    The Homestake board of directors will take all further action requested in
writing by Barrick to render the Homestake rights and the Homestake Canada
rights inapplicable to the merger and the other transactions contemplated by the
merger agreement. If a distribution date occurs under the Homestake rights
agreement or the Homestake Canada rights agreement at any time from the date of
the merger agreement to the effective time of the merger, Homestake and Barrick
will make an adjustment to the exchange ratio to preserve the economic benefits
that Homestake and Barrick each reasonably expected to receive as a result of
the consummation of the merger and the other transactions contemplated by the
merger agreement. See "SHAREHOLDER RIGHTS PLANS."

EMPLOYEE EQUITY AWARDS AND EMPLOYEE BENEFIT MATTERS

    HOMESTAKE STOCK OPTIONS, SHARE RIGHTS AND DELAYED DELIVERY RIGHTS

    The board of directors of Homestake, or the board of directors of a
subsidiary, as applicable (or appropriate committee), will take any actions
required to adjust the terms of:

    - All outstanding Homestake stock options granted under the Homestake stock
      plans and the terms of the Homestake stock plans to provide that, at the
      effective time of the merger, each Homestake stock option outstanding
      immediately before the effective time of the merger will be deemed to
      constitute an option to acquire, on substantially identical terms and
      conditions as were applicable to such Homestake stock option, that number
      of Barrick common shares as the holder would have been entitled to receive
      pursuant to the merger had the holder exercised the stock option in full
      immediately before the effective time. The price per share of the
      converted options will be equal to the aggregate exercise price for the
      shares of Homestake common stock purchasable pursuant to the stock option
      divided by the number of Barrick common shares deemed purchasable pursuant
      to the stock option. However, in the case of any option to which
      section 421 of the Internal Revenue Code applies by reason of its
      qualification under either section 422 or 423 of the Code, the option
      price, the number of shares purchasable and the terms and conditions of
      exercise will be determined to comply with section 424(a) of the Code.

    - All outstanding Homestake share rights granted under the Homestake stock
      plans to provide that, at the effective time of the merger, each Homestake
      share right outstanding immediately before such effective time will be
      deemed to constitute a share right to acquire, on the same terms and
      conditions, that number of Barrick common shares as the holder would have
      been entitled to receive pursuant to the merger had the holder received
      all shares of Homestake common stock covered by the Homestake share right
      immediately before the effective time of the merger.

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    - All outstanding Homestake performance-based share rights agreements by
      substituting instead of the closing price of Homestake's common stock on
      the dates specified in those agreements, when that price is used as the
      base from which performance is to be measured, the price obtained by
      dividing the closing price of Homestake's common stock on the dates
      specified by 0.53, by substituting instead of the closing price of
      Homestake's common stock on the dates specified, when that price is used
      to measure the performance that has been achieved, the closing price of
      Barrick common shares and by adjusting the peer company index and the
      adjusted Standard and Poor's Gold and Precious Metals index to not include
      stock of Barrick.

    - All outstanding Homestake delayed delivery rights granted under the
      Homestake stock plans and the terms of the Homestake stock plans to
      provide that, at the effective time of the merger, each delayed delivery
      right outstanding immediately before the effective time of the merger will
      be deemed to constitute a right to acquire, on the same terms and
      conditions, that number of Barrick common shares as the holder would have
      been entitled to receive pursuant to the merger had the holder received
      all shares of Homestake common stock covered by the delayed delivery right
      immediately before the effective time.

    - All outstanding Homestake delayed delivery rights granted under the
      Homestake stock plans and the terms of the Homestake stock plans to
      provide that, at the effective time of the merger, the per share exercise
      price of the options underlying the delayed delivery right will be
      adjusted to equal the aggregate adjusted exercise price for the shares of
      Homestake common stock covered by the delayed delivery right divided by
      the number of Barrick common shares deemed issuable pursuant to the
      delayed delivery right.

    - All outstanding Homestake delayed delivery rights granted under the
      Homestake stock plans and the terms of the Homestake stock plans to
      provide that, at the effective time of the merger, the per share exercise
      price of the options underlying the delayed delivery right payable in
      Barrick common shares, as adjusted above, shall be compared to the price
      of a Barrick common shares in determining whether the delayed delivery
      right becomes due and payable in Barrick common shares.

    The applicable boards of directors will take reasonable actions necessary,
to the extent within the power of Homestake but not requiring the amendment of
any Homestake benefit plan or the renegotiation of any agreement, to ensure that
the execution and performance of the transactions contemplated by the merger
agreement will not constitute a "corporate transaction" or "change of control"
for purposes of the Homestake stock plans, and take any other actions with
respect to the Homestake stock plans, stock options, delayed delivery rights and
share rights as deemed appropriate to give effect to the merger.

    Barrick will deliver to the holders of Homestake stock options, share
rights, delayed delivery rights and Homestake Canada stock options appropriate
notices setting forth the rights of each holder pursuant to the respective
Homestake stock plan, and agreements evidencing the grants of those rights will
continue in effect on the same terms and conditions, subject to the adjustments
required by the merger agreement set forth above. Barrick will comply with the
terms of the Homestake stock plans and will take appropriate action to provide
that the stock options which qualified as qualified stock options before the
effective time of the merger continue to be so qualified after such time.

    Barrick will take all corporate action necessary to reserve a sufficient
number of Barrick common shares for delivery upon the exercise of the Homestake
stock options, the vesting of the Homestake share rights and the payment of the
Homestake delayed delivery rights assumed by Barrick in connection with the
merger. Before or on the effective time, Barrick will file a registration
statement on an appropriate form with respect to Barrick common shares subject
to such options and rights and shall use reasonable efforts to maintain the
effectiveness of that registration statement (and maintain the current status of
the prospectus contained therein) for as long as such options and rights remain

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outstanding. With respect to individuals who after the merger are subject to the
reporting requirements of Section 16(a) of the Securities Exchange Act of 1934,
Barrick will administer the Homestake stock plans in a manner that complies with
Rule 16b-3 under the Securities Exchange Act of 1934.

    BENEFIT PLANS

    For a period of one year after the effective time of the merger, Barrick
will either maintain the Homestake benefit plans at the levels in effect on
June 24, 2001, or provide benefits to employees of Homestake that are no less
favorable in the aggregate to the employees than those provided to the employees
under the Homestake benefit plans at the levels in effect on June 24, 2001.
Barrick will also make available plans providing for the issuance of Barrick
capital stock to employees of Homestake that are no less favorable than those
provided to similarly situated employees of Barrick. Barrick will continue the
administration of the annual bonus programs and arrangements of Homestake from
the effective time of the merger through the end of the calendar year in which
the effective time of the merger occurs. However, each person who is an employee
of Homestake at the effective time and who is terminated by Barrick other than
for good and sufficient cause after the effective time and before the
determination date of the bonus amounts for the calendar year in which the
effective time occurs will be entitled to receive from Barrick a bonus payment
in an amount equal to the pro-rata portion of the bonus amount the employee
otherwise would have been eligible to receive in that calendar year had the
employee remained employed by Homestake through the determination date. Any such
bonus payment will not duplicate any benefit provided to an employee under any
agreement, bonus or contract of Homestake. After the effective time of the
merger, Barrick will honor all Homestake employment, severance and termination
agreements and will assume and adopt Homestake's 1999 Change of Control
Severance Plan and Homestake's Executive Supplemental Retirement Plan.

    With respect to any benefit plan maintained by Barrick, service with
Homestake immediately before the effective time of the merger will be treated as
service with Barrick for all purposes, provided that the service will not be
recognized to the extent that it would result in any duplication of benefits.
For the purposes of each Barrick benefit plan, Barrick will use all reasonable
efforts to cause all pre-existing conditions, exclusions and actively-at-work
requirements of those plans to be waived for employees of Homestake and their
covered dependents. Such waiver will not, however, apply to limitations,
including pre-existing conditions, exclusions, or waiting periods that are
already in effect with respect to those employees and dependents under the
Homestake benefit plans and that have not been satisfied on the date of
commencement in Barrick benefit plans. Barrick will give full credit for all
co-payments and deductibles to the extent satisfied in the plan year in which
the effective time of the merger occurs, or the year in which the Homestake
employees commence participation in the Barrick benefit plans if later, as if
there had been a single continuous employer, provided that the co-payments and
deductibles are submitted to the administrator of the Barrick benefit plans
within 90 days of the effective time.

INDEMNIFICATION

    Barrick will cause the company surviving the merger to honor, to the fullest
extent of the law, all of Homestake's obligations to indemnify, including any
obligations to advance funds for expenses to, the current or former directors or
officers of Homestake for acts or omissions by them occurring before the
effective time of the merger, to the extent the obligations of Homestake existed
on June 24, 2001.

    For a period of six years after the effective time, Barrick will maintain
the current or substantially similar policies of directors' and officers'
liability insurance held by Homestake with respect to claims arising from or
related to facts or events that occurred at or before the effective time.
However, Barrick will not be obligated to make annual premium payments for this
insurance to the extent that the premiums exceed 200% of the annual premiums
paid as of June 24, 2001 by Homestake for the insurance. If such insurance
coverage cannot be obtained at all, or can only be obtained at an annual

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premium in excess of the maximum premium, Barrick will maintain the most
advantageous policies of directors' and officers' insurance obtainable for an
annual premium equal to the maximum premium.

FEES AND EXPENSES

    Except as provided in parts of the merger agreement, all fees and expenses,
including any fees payable to any broker, investment banker or financial
advisor, incurred in connection with the transactions contemplated by the merger
agreement will be paid by the party incurring such fees or expenses, whether or
not the merger is consummated. An exception to this is that expenses incurred in
connection with printing and mailing this proxy statement/prospectus and the
Form F-4 will be shared equally by Barrick and Homestake.

PUBLIC ANNOUNCEMENTS

    Barrick and Homestake will consult with each other before issuing, and
provide each other the opportunity to review and comment on, any press release
or other public statements with respect to the transactions contemplated by the
merger agreement. Barrick and Homestake will not issue any press release or make
any public statement about these transactions without prior consultation with
the other, except as may be required by applicable law, court process or
obligations pursuant to any listing agreement with any national securities
exchange.

TAX AND ACCOUNTING TREATMENT

    Barrick and Homestake will not knowingly take any action or fail to take any
action that would prevent or reasonably be expected to prevent the merger from
qualifying as a tax-free reorganization under Section 368(a) of the Internal
Revenue Code.

    Barrick and Homestake will not knowingly take any action or fail to take any
action that would prevent or would be reasonably likely to prevent the merger
from qualifying for pooling-of-interests accounting treatment under
U.S. generally accepted accounting principles. Homestake will take reasonable
actions with respect to itself, its affiliates and its subsidiaries that are
within its control to assist Barrick in enabling the merger to qualify for
pooling of interests accounting treatment. Barrick will use its reasonable best
efforts to cause the merger to qualify for pooling-of-interests accounting
treatment.

STOCK EXCHANGE LISTING

    Barrick will use reasonable best efforts to cause the Barrick common shares
to be issued in the merger and pursuant to the Homestake stock plans to be
approved for listing on the New York Stock Exchange and The Toronto Stock
Exchange. Barrick will use its reasonable best efforts to obtain the necessary
approvals from The Toronto Stock Exchange and the approval of the Ontario
Securities Commission of the issuance of the Barrick special voting share as
soon as practicable after June 24, 2001.

ALTERNATIVE STRUCTURE

    If the necessary approvals of The Toronto Stock Exchange referred to above
and the approval of the Ontario Securities Commission of the issuance of the
Barrick special voting share are not granted within an appropriate amount of
time to permit the transactions contemplated by the merger agreement to be
consummated on its terms or if the proposed treatment of the Homestake Canada
exchangeable shares would result in a failure of conditions to closing, then
Homestake and Barrick will take actions that are necessary or appropriate to
permit the transactions contemplated by the merger agreement to be consummated
on terms as close as possible to the terms of the merger agreement.

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CONDITIONS OF THE MERGER

    The obligation of each party to effect the merger is subject to the
satisfaction or waiver on or before the closing date of the following
conditions:

    - adoption of the merger agreement by the Homestake stockholders;

    - the Barrick common shares issuable to Homestake stockholders and employees
      pursuant to the merger agreement will have been approved for listing on
      The Toronto Stock Exchange and the New York Stock Exchange, and The
      Toronto Stock Exchange will have approved the issuance of the Barrick
      special voting share, in each case subject to official notice of issuance;

    - the waiting periods, and any extensions, applicable to the transactions
      contemplated by the merger agreement under the Hart-Scott-Rodino Antitrust
      Improvements Act will have been terminated or expired;

    - either the Commissioner of Competition under the COMPETITION ACT (Canada)
      will have issued an advance ruling certificate, or the applicable waiting
      period under the COMPETITION ACT (Canada) will have expired and the
      Commissioner will have issued a no action letter, or compliance with
      Part IX of the COMPETITION ACT will have been waived;

    - any consents, approvals and filings under any other foreign antitrust or
      competition law, the absence of which would prohibit the consummation of
      the merger, will have been made or received;

    - no temporary restraining order, preliminary or permanent injunction or
      other order issued by any court of competent jurisdiction or other legal
      restraint or prohibition preventing the consummation of the merger will be
      in effect;

    - the registration statement for the Barrick common shares will have become
      effective under the Securities Act, and no stop order suspending the
      effectiveness of the registration statement will have been issued and no
      proceedings for that purpose will have been initiated or threatened by the
      Securities and Exchange Commission;

    - the appropriate exemptions and approvals of the Ontario Securities
      Commission in connection with the issuance of the Barrick special voting
      share will have been obtained and will be in full force and effect;

    - there will not be any pending action or proceeding by any governmental
      entity challenging the acquisition by Barrick of any shares of Homestake
      common stock, seeking to restrain or prohibit the consummation of any of
      the transactions contemplated by the merger agreement or seeking to obtain
      from Homestake or Barrick any damages that are material in relation to
      Homestake and it subsidiaries taken as a whole;

    - there will not be any pending action or proceeding by any governmental
      entity seeking to prohibit or limit the ownership or operation by
      Homestake or Barrick of any material portion of the business or assets of
      Homestake or Barrick, or seeking to compel either party to dispose of or
      hold separate any material portion of the business or assets of the party
      as a result of any transactions contemplated by the merger agreement;

    - there will not be any pending action or proceeding by any governmental
      entity seeking to impose material limitations on the ability of Barrick to
      exercise full rights of ownership of any shares of capital stock in the
      surviving corporation;

    - there will not be any pending action or proceeding by any governmental
      entity seeking to prohibit Barrick from effectively controlling in any
      material respect the business or operations of Homestake; and

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    - Barrick will have received a letter from PricewaterhouseCoopers LLP
      stating that the merger qualifies for pooling-of-interests accounting
      treatment under U.S. generally accepted accounting principles if
      consummated in accordance with the merger agreement and Homestake will
      have received a letter from PricewaterhouseCoopers LLP stating that
      Homestake is eligible to be a party to a pooling-of-interests transaction.

    The obligation of Barrick to effect the merger is also subject to the
satisfaction or waiver by Barrick at or before the time of the merger of the
following conditions:

    - the representations and warranties of Homestake set forth in the merger
      agreement will be true and correct (other than representations and
      warranties relating to severance payments, Homestake's capitalization and
      contractual restrictions on conduct of business) unless the failure of the
      representations and warranties to be true and correct would not reasonably
      be expected to result in a material adverse effect on Homestake;

    - the representations and warranties of Homestake set forth in the merger
      agreement relating to severance payments, Homestake's capitalization and
      contractual restrictions on conduct of business will be true and correct
      in all material respects;

    - Homestake will have performed, in all material respects, all of its
      obligations under the merger agreement at or before the closing date;

    - Barrick will have received from each person named as an affiliate of
      Homestake an executed agreement with respect to matters relevant to the
      accounting treatment of the merger and resale restrictions on the Barrick
      common shares received in the merger;

    - except as previously disclosed, there will not have occurred since
      June 24, 2001 any development that individually or in the aggregate has
      had or would reasonably be expected to have a material adverse effect on
      Homestake; and

    - Homestake will have provided to Barrick a certificate pursuant to the
      appropriate sections of the IRS Treasury regulations to the effect that
      Homestake is not, and has not been during the previous five years, a
      United States real property holding corporation.

    The obligation of Homestake to effect the merger is also subject to the
satisfaction or waiver by Homestake on or before the closing date of the
following conditions:

    - the representations and warranties of Barrick set forth in the merger
      agreement will be true and correct unless the failure of the
      representations and warranties to be true and correct would not reasonably
      be expected to result in a material adverse effect on Barrick;

    - Barrick will have performed, in all material respects, all of its
      obligations under the merger agreement at or before the closing date;

    - Homestake will have received an opinion of its counsel, in form and
      substance reasonably satisfactory to Homestake, that the merger will be
      treated for U.S. federal income tax purposes as a reorganization within
      the meaning of section 368(a) of the Internal Revenue Code;

    - except as previously disclosed, there will not have occurred since
      June 24, 2001 any development that individually or in the aggregate has
      had or would reasonably be expected to have a material adverse effect on
      Barrick; and

    - Homestake will have received from each person named as an affiliate of
      Barrick an executed agreement with respect to matters relevant to the
      accounting treatment of the merger.

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TERMINATION

    Barrick and Homestake may mutually agree, at any time before the effective
time of the merger, to terminate the merger agreement. Also, either company can
terminate, without the consent of the other, before the effective time if:

    - Homestake stockholder approval is not obtained at the Homestake special
      meeting;

    - the merger is not consummated on or before March 31, 2002, or the date to
      which the termination date has been extended by Homestake pursuant to the
      merger agreement;

    - any court or governmental entity prohibits the merger;

    - the other party materially breaches a covenant, agreement, representation
      or warranty contained in the merger agreement such that the conditions to
      closing would not be satisfied by March 31, 2002 (or the extended date);
      or

    - any condition to the obligation of that party to effect the merger is not
      capable of being satisfied.

    The termination date may be extended past the March 31, 2002 date by
Homestake as described under "MATERIAL ACQUISITIONS" above.

    Further, Homestake can terminate the merger agreement before the effective
time if the Homestake board approves, and, concurrently with the termination of
the merger agreement, Homestake enters into, a definitive agreement providing
for the implementation of a financially more favorable proposal for the
acquisition of Homestake that was not solicited by Homestake.

    In addition, Barrick can terminate the merger agreement before the effective
time if the Homestake board:

    - withdraws or modifies in a manner adverse to Barrick its recommendation to
      the Homestake stockholders to adopt the merger agreement; or

    - approves or recommends any company takeover proposal.

    If Barrick or Homestake terminates the merger agreement because the merger
agreement was not adopted by Homestake stockholders at the Homestake special
meeting, then Homestake will reimburse Barrick for out-of-pocket expenses of up
to $10 million.

    Homestake has agreed to pay Barrick a termination fee of $80 million (less
any expenses previously reimbursed) if the merger agreement is terminated:

    - by either Homestake or Barrick because of the failure of Homestake's
      stockholders to adopt the merger agreement or by Barrick because of
      Homestake's breach of the merger agreement, if in either case a company
      takeover proposal is pending at the time of the special meeting or the
      breach and within 12 months of termination Homestake enters into an
      agreement for or consummates a company takeover proposal;

    - by the Homestake board if the Homestake board has approved a company
      superior proposal that was not solicited by Homestake and Homestake enters
      into that proposal concurrent with termination of the merger agreement; or

    - by Barrick after the Homestake board withdraws or modifies in an adverse
      manner its recommendation to Homestake stockholders to adopt the merger
      agreement or approves or recommends any company takeover proposal.

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EFFECT OF TERMINATION

    If the merger agreement is properly terminated by either Barrick or
Homestake, the merger agreement will immediately become void and have no effect,
without any liability or obligation on the part of Barrick, Merger Sub or
Homestake, other than liabilities resulting from willful or material breach and
obligations described under "TERMINATION" above.

AMENDMENT

    The merger agreement may be amended by the parties at any time by an
instrument in writing signed on behalf of each of the parties. However, after
the adoption of the merger agreement at the Homestake special meeting there will
be no amendment made that by law requires further approval by the Homestake
stockholders without the further approval of the Homestake stockholders.

EXTENSION; WAIVER

    At any time before the effective time of the merger, the parties may extend
the time for the performance of any of the obligations or acts of the other
party, waive any inaccuracies in any representations or warranties or waive
compliance with any of the covenants or conditions contained in the merger
agreement. Any agreement on the part of either party to any such extension or
waiver shall be valid only if in a written instrument signed on behalf of the
party. The failure of any party to the merger agreement to assert any of its
rights under the agreement or otherwise will not constitute a waiver of those
rights.

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                             STOCKHOLDERS AGREEMENT

    The following description of the stockholders agreement describes the
material terms of the agreement but does not purport to describe all the terms
of the agreement. The complete text of the stockholders agreement is attached as
Annex B to this proxy statement/prospectus and is incorporated by reference into
this proxy statement/prospectus. All stockholders are urged to read the
stockholders agreement in its entirety.

    Concurrent with the execution of the merger agreement, Barrick, Homestake
and Merger Sub entered into a stockholders agreement with Mr. August von Finck
and three members of his immediate family, Jack Thompson and Walter Segsworth.

VOTING AGREEMENT

    Each stockholder, severally and not jointly, has agreed that, after
June 24, 2001 until the termination of the merger agreement or the effective
time, at any meeting of the stockholders of Homestake, and in any action by
consent of the stockholders of Homestake, such stockholder will vote or cause to
be voted all of his or her shares of Homestake common stock in favor of the
approval and adoption of the merger agreement, the merger and all transactions
contemplated by the merger agreement and the stockholders agreement and
otherwise in any manner that may be necessary to consummate the merger.

IRREVOCABLE PROXY

    Each stockholder has irrevocably appointed Barrick, and each of its
officers, as such stockholder's attorney and proxy pursuant to the
section 212(c) of the Delaware General Corporation Law. The proxy will have full
power of substitution, to vote and otherwise act with respect to such
stockholder's shares at any meeting of stockholders of Homestake or to consent
instead of any meeting or otherwise, on any matters regarding the merger and all
transactions contemplated by the merger agreement and the stockholders
agreement, in the manner specified under "Voting Agreement" above. The proxy and
power of attorney are irrevocable and, to the extent permitted under applicable
law, will be valid and binding on any person to whom a stockholder may transfer
any of his or her shares. Each stockholder revoked all other proxies and powers
of attorney with respect to his or her shares that may have previously been
appointed, other than as disclosed in exhibits to the regulatory filings of the
stockholders, and no subsequent proxies or powers of attorney will be given by
any stockholders with respect to those shares. The authority conferred by the
stockholders agreement will survive the death or incapacity of any stockholder
and the irrevocable proxy will be binding on any successors of the stockholder.

TRANSFER RESTRICTIONS

    Each stockholder has agreed that he or she will not, and will not encourage
anyone else to, sell, transfer or otherwise dispose of any of his or her shares
other than to a person who first agrees in writing to be bound by the
stockholders agreement. Each stockholder will not, and will not encourage anyone
else to, take any action that would make any representation or warranty by the
stockholder in the stockholders agreement untrue in any material respect or that
would disable the stockholder from performing his or her obligations under the
stockholders agreement.

NON-SOLICITATION

    Each stockholder, severally and not jointly, has agreed that before the
termination of the merger agreement, he or she will not solicit, initiate or
encourage the submission of a company takeover proposal or enter into any
agreement with respect to a company takeover proposal (except for discussions
between the von Finck family members and Homestake concerning the advisability
of a

                                       94
<Page>
takeover proposal for Homestake and their willingness to support it). Each
stockholder has agreed that before the termination of the merger agreement he or
she will not provide any non-public information regarding Homestake to any third
party or engage in any negotiations or substantive discussions in connection
with a company takeover proposal (except for discussions between the von Finck
family members and Homestake concerning the advisability of a takeover proposal
for Homestake and their willingness to support it). Each stockholder agreed to
terminate any discussions or negotiations with any parties regarding any company
takeover proposal, and to cause all of his or her representatives to do the
same. Each party will promptly advise Barrick in writing with respect to any
company takeover proposal, the material terms of such proposal and the identity
of the parties making the proposal, other than with respect to the stockholder's
capacity as a director or executive officer of Homestake.

OBLIGATIONS AS DIRECTORS AND OFFICERS

    With respect to Messrs. Thompson and Segsworth, no provision (including the
non-solicitation provision described above) of the stockholders agreement will
prevent or interfere with the performance of their obligations in their
capacities as directors or officers of Homestake.

REGISTRATION RIGHTS

    Barrick has agreed to grant registration rights to, and to enter into a
registration rights agreement with, Mr. von Finck and the three members of his
family who are party to the stockholders agreement, with respect to the Barrick
common shares to be issued to such persons upon completion of the merger.

TERMINATION

    The stockholders agreement terminates at the earliest of the following
times:

    - the effective time of the merger;

    - the termination of the merger agreement; and

    - with respect only to Mr. von Finck and the three members of his immediate
      family who are party to the stockholders agreement, the delivery at any
      time after March 31, 2002, to Barrick and Homestake by Mr. von Finck (or
      his attorney(s) in fact) of written notice terminating the stockholders
      agreement.

                                       95
<Page>
                   BARRICK AND HOMESTAKE UNAUDITED PRO FORMA
                         COMBINED FINANCIAL INFORMATION

    The following unaudited pro forma combined financial information combines
the historical consolidated statements of income and balance sheets of Barrick
and Homestake, prepared in accordance with U.S. generally accepted accounting
principles and gives effect to the merger. The unaudited pro forma combined
financial information included below is presented as if the merger had been
effective for all periods presented. These statements are prepared on the
pooling-of-interests basis of accounting for the merger. The statements are
based on the assumptions set forth in the notes thereto.


    The information shown below should be read in conjunction with the restated
historical consolidated financial statements of Barrick and Homestake, including
the respective notes thereto, which are incorporated by reference in this
document, and the unaudited pro forma combined per share financial information
which appears elsewhere in this document. The pro forma financial statements are
presented for informational purposes only and are not necessarily indicative of:


    - the combined financial position or results of operations which would have
      been realized had the merger been effective during the periods presented;
      or

    - the combined financial position or results of operations in the future.

    Upon consummation of the merger, the actual financial position and results
of operations of Barrick will differ, perhaps materially, from the pro forma
amounts reflected herein due to a variety of factors, including changes in
operating results between the dates of the pro forma financial information and
the time of the merger and thereafter, as well as the factors discussed in the
"RISK FACTORS" section.

                                       96
<Page>
                            BARRICK GOLD CORPORATION
                  UNAUDITED PRO FORMA COMBINED BALANCE SHEETS
                              AS AT JUNE 30, 2001
                             (DOLLARS IN MILLIONS)


<Table>
<Caption>
                                                       HISTORICAL BALANCES
                                                       --------------------
                                                       BARRICK    HOMESTAKE   ADJUSTMENTS   PRO FORMA
                                                       --------   ---------   -----------   ---------
<S>                                                    <C>        <C>         <C>           <C>
ASSETS
Current assets
Cash and equivalents.................................   $  681     $  212         $(35)      $  858
Short-term investments...............................       --          1           --            1
Bullion settlements and other receivables............        2         33           --           35
Inventories and deferred expenses....................      137         98           --          235
                                                        ------     ------         ----       ------
                                                           820        344          (35)       1,129
Property, plant and equipment........................    3,126        851           --        3,977
Other assets.........................................      126        114           --          240
                                                        ------     ------         ----       ------
                                                        $4,072     $1,309         $(35)      $5,346
                                                        ======     ======         ====       ======

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities.............   $  313     $  119         $ --       $  432
Current portion of long-term obligations.............       20          3           --           23
                                                        ------     ------         ----       ------
                                                           333        122           --          455
Long-term debt.......................................      725        223           --          948
Reclamation and closure and other obligations........      144        233           --          377
Future income taxes..................................      131        177           --          308
Non-controlling interests............................       --          8           --            8
                                                        ------     ------         ----       ------
                                                         1,333        763           --        2,096
                                                        ------     ------         ----       ------

SHAREHOLDERS' EQUITY
Capital stock........................................    2,861      1,199           --        4,060
Deficit..............................................     (105)      (560)         (35)        (700)
Accumulated other comprehensive loss.................      (17)       (93)          --         (110)
                                                        ------     ------         ----       ------
                                                         2,739        546          (35)       3,250
                                                        ------     ------         ----       ------
                                                        $4,072     $1,309         $(35)      $5,346
                                                        ======     ======         ====       ======
</Table>


  See accompanying notes to unaudited pro forma combined financial statements.

                                       97
<Page>
                            BARRICK GOLD CORPORATION

                  UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

                            AS AT DECEMBER 31, 2000
                             (DOLLARS IN MILLIONS)


<Table>
<Caption>
                                                              HISTORICAL BALANCES
                                                              --------------------
                                                              BARRICK    HOMESTAKE   PRO FORMA
                                                              --------   ---------   ---------
<S>                                                           <C>        <C>         <C>
ASSETS
Current assets
  Cash and equivalents......................................   $  623     $  193      $  816
  Short-term investments....................................       --          6           6
  Bullion settlements and other receivables.................       20         39          59
  Inventories and deferred expenses.........................      191         94         285
                                                               ------     ------      ------
                                                                  834        332       1,166
Property, plant and equipment...............................    3,067        927       3,994
Other assets................................................      134         99         233
                                                               ------     ------      ------
                                                               $4,035     $1,358      $5,393
                                                               ======     ======      ======
LIABILITIES
Current liabilities
  Accounts payable and accrued liabilities..................   $  416     $  151      $  567
  Current portion of long-term obligations..................       20          3          23
                                                               ------     ------      ------
                                                                  436        154         590
Long-term debt..............................................      676        225         901
Reclamation and closure and other obligations...............      147        244         391
Future income taxes.........................................      131        180         311
Non-controlling interests...................................       --         10          10
                                                               ------     ------      ------
                                                                1,390        813       2,203
                                                               ------     ------      ------
SHAREHOLDERS' EQUITY
Capital stock...............................................    2,855      1,196       4,051
Retained earnings...........................................     (210)      (556)       (766)
Accumulated other comprehensive loss........................       --        (95)        (95)
                                                               ------     ------      ------
                                                                2,645        545       3,190
                                                               ------     ------      ------
                                                               $4,035     $1,358      $5,393
                                                               ======     ======      ======
</Table>


  See accompanying notes to unaudited pro forma combined financial statements.

                                       98
<Page>
                            BARRICK GOLD CORPORATION

                  UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

                            AS AT DECEMBER 31, 1999
                             (DOLLARS IN MILLIONS)


<Table>
<Caption>
                                                              HISTORICAL BALANCES
                                                              --------------------
                                                              BARRICK    HOMESTAKE   PRO FORMA
                                                              --------   ---------   ---------
<S>                                                           <C>        <C>         <C>
ASSETS
Current assets
  Cash and equivalents......................................   $  500     $  130      $  630
  Short-term investments....................................       --        136         136
  Bullion settlements and other receivables.................      133         45         178
  Inventories and deferred expenses.........................       73         86         159
                                                               ------     ------      ------
                                                                  706        397       1,103
Property, plant and equipment...............................    4,364      1,082       5,446
Other assets................................................      138        104         242
                                                               ------     ------      ------
                                                               $5,208     $1,583      $6,791
                                                               ======     ======      ======
LIABILITIES
Current liabilities
  Accounts payable and accrued liabilities..................   $  287     $  103      $  390
  Current portion of long-term obligations..................       30         37          67
                                                               ------     ------      ------
                                                                  317        140         457
Long-term debt..............................................      525        278         803
Reclamation and closure and other obligations...............      133        222         355
Future income taxes.........................................      442        206         648
Non-controlling interests...................................       --         14          14
                                                               ------     ------      ------
                                                                1,417        860       2,277
                                                               ------     ------      ------
SHAREHOLDERS' EQUITY
Capital stock...............................................    2,849      1,176       4,025
Retained earnings...........................................      942       (425)        517
Accumulated other comprehensive loss........................       --        (28)        (28)
                                                               ------     ------      ------
                                                                3,791        723       4,514
                                                               ------     ------      ------
                                                               $5,208     $1,583      $6,791
                                                               ======     ======      ======
</Table>


  See accompanying notes to unaudited pro forma combined financial statements.

                                       99
<Page>
                            BARRICK GOLD CORPORATION

               UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME

                         SIX MONTHS ENDED JUNE 30, 2001
                  (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


<Table>
<Caption>
                                                              HISTORICAL BALANCES
                                                              --------------------
                                                              BARRICK    HOMESTAKE   PRO FORMA
                                                              --------   ---------   ---------
<S>                                                           <C>        <C>         <C>
REVENUES
Gold sales..................................................   $  678     $  354      $1,032
Change in fair value of derivative instruments..............       23         --          23
Interest and other income...................................       12          7          19
                                                               ------     ------      ------
                                                                  713        361       1,074
                                                               ------     ------      ------
COST AND EXPENSES
Operating...................................................      320        246         566
Amortization................................................      163         74         237
Administration..............................................       20         24          44
Exploration.................................................       33         21          54
Interest on long-term debt..................................        4          6          10
                                                               ------     ------      ------
                                                                  540        371         911
                                                               ------     ------      ------
INCOME (LOSS) BEFORE INCOME TAXES AND OTHER ITEMS                 173        (10)        163
Income taxes................................................      (23)        --         (23)
Non-controlling interests...................................       --          1           1
                                                               ------     ------      ------
INCOME (LOSS) FROM CONTINUING OPERATIONS....................      150         (9)        141
Discontinued operations.....................................       --          4           4
                                                               ------     ------      ------
INCOME (LOSS) BEFORE ACCOUNTING CHANGE......................      150         (5)        145
Cumulative effect of change in accounting for derivative
  instruments...............................................       (1)        --          (1)
                                                               ------     ------      ------
NET INCOME (LOSS)...........................................   $  149     $   (5)     $  144
                                                               ======     ======      ======
PER SHARE DATA:
Weighted average shares used in the computation
  (millions)--basic.........................................      396        263         535
Weighted average shares used in the computation
  (millions)--fully diluted.................................      397        264         537
Income (loss) from continuing operations--basic and fully
  diluted...................................................   $ 0.38     $(0.03)     $ 0.26
Income (loss) before cumulative effect of change in
  accounting principle--basic and fully diluted.............   $ 0.38     $(0.02)     $ 0.27
Net income (loss)--basic and fully diluted..................   $ 0.38     $(0.02)     $ 0.27
Dividends...................................................   $0.110     $   --      $0.082
</Table>


  See accompanying notes to unaudited pro forma combined financial statements.

                                      100
<Page>
                            BARRICK GOLD CORPORATION

               UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME

                          YEAR ENDED DECEMBER 31, 2000
                  (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


<Table>
<Caption>
                                                              HISTORICAL BALANCES
                                                              --------------------
                                                              BARRICK    HOMESTAKE   PRO FORMA
                                                              --------   ---------   ---------
<S>                                                           <C>        <C>         <C>
REVENUES
Gold sales..................................................  $ 1,307     $  666      $ 1,973
Interest and other income...................................       22          1           23
                                                              -------     ------      -------
                                                                1,329        667        1,996
                                                              -------     ------      -------
COSTS AND EXPENSES
Operating...................................................      533        440          973
Amortization................................................      348        145          493
Administration..............................................       35         40           75
Exploration.................................................       99         50          149
Interest on long-term debt..................................        6         20           26
Reclamation and remediation charges.........................       --         16           16
Provision for mining assets.................................    1,572         55        1,627
                                                              -------     ------      -------
                                                                2,593        766        3,359
                                                              -------     ------      -------
LOSS BEFORE INCOME TAXES AND OTHER ITEMS....................   (1,264)       (99)      (1,363)
Income taxes................................................      222        (13)         209
Non-controlling interests...................................       --          3            3
                                                              -------     ------      -------
LOSS FROM CONTINUING OPERATIONS.............................   (1,042)      (109)      (1,151)
Discontinued operations.....................................       --        (15)         (15)
                                                              -------     ------      -------
LOSS BEFORE ACCOUNTING CHANGE...............................   (1,042)      (124)      (1,166)
Cumulative effect of change in revenue recognition policy...      (23)        --          (23)
                                                              -------     ------      -------
NET LOSS....................................................  $(1,065)    $ (124)     $(1,189)
                                                              =======     ======      =======
PER SHARE DATA:
Weighted average shares used in computation
  (millions)--basic.........................................      396        262          535
Weighted average shares used in computation
  (millions)--fully diluted.................................      396        262          535
Loss from continuing operations--basic and fully diluted....  $ (2.63)    $(0.42)     $ (2.15)
Net loss--basic and fully diluted...........................  $ (2.69)    $(0.48)     $ (2.22)
Dividends...................................................  $ 0.220     $0.025      $ 0.175
</Table>


  See accompanying notes to unaudited pro forma combined financial statements.

                                      101
<Page>
                            BARRICK GOLD CORPORATION

               UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME

                          YEAR ENDED DECEMBER 31, 1999
                  (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


<Table>
<Caption>
                                                              HISTORICAL BALANCES
                                                              --------------------
                                                              BARRICK    HOMESTAKE   PRO FORMA
                                                              --------   ---------   ---------
<S>                                                           <C>        <C>         <C>
REVENUES
Gold sales..................................................   $1,421     $  672      $2,093
Interest and other income...................................       --         58          58
                                                               ------     ------      ------
                                                                1,421        730       2,151
                                                               ------     ------      ------
COSTS AND EXPENSES
Operating...................................................      516        451         967
Amortization................................................      391        152         543
Administration..............................................       39         46          85
Exploration.................................................       99         40         139
Interest on long-term debt..................................       11         18          29
Reclamation and remediation charges.........................       --          5           5
Provision for mining assets.................................       --         15          15
Business combination and integration costs..................       --          5           5
                                                               ------     ------      ------
                                                                1,056        732       1,788
                                                               ------     ------      ------
INCOME (LOSS) BEFORE INCOME TAXES AND OTHER ITEMS...........      365         (2)        363
Income taxes................................................     (105)       (10)       (115)
Non-controlling interests...................................       --          1           1
                                                               ------     ------      ------
INCOME (LOSS) FROM CONTINUING OPERATIONS....................      260        (11)        249
Discontinued operations.....................................       --         (5)         (5)
                                                               ------     ------      ------
NET INCOME (LOSS)...........................................   $  260     $  (16)     $  244
                                                               ======     ======      ======
PER SHARE DATA:
Weighted average shares used in computation
  (millions)--basic.........................................      390        260         528
Weighted average shares used in computation
  (millions)--fully diluted.................................      410        260         548
Income (loss) from continuing operations--basic.............   $ 0.66     $(0.04)     $ 0.47
Income (loss) from continuing operations--fully diluted.....   $ 0.65     $(0.04)     $ 0.45
Net income (loss)--basic....................................   $ 0.66     $(0.06)     $ 0.46
Net income (loss)--fully diluted............................   $ 0.65     $(0.06)     $ 0.45
Dividends...................................................   $0.200     $0.075      $0.185
</Table>


  See accompanying notes to unaudited pro forma combined financial statements.

                                      102
<Page>
                            BARRICK GOLD CORPORATION

               UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME

                          YEAR ENDED DECEMBER 31, 1998
                  (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


<Table>
<Caption>
                                                              HISTORICAL BALANCES
                                                              --------------------
                                                              BARRICK    HOMESTAKE   PRO FORMA
                                                              --------   ---------   ---------
<S>                                                           <C>        <C>         <C>
REVENUES
Gold sales..................................................   $1,287     $  782      $2,069
Interest and other income (loss)............................        4         (4)         --
                                                               ------     ------      ------
                                                                1,291        778       2,069
                                                               ------     ------      ------
COSTS AND EXPENSES
Operating...................................................      595        513       1,108
Amortization................................................      217        162         379
Administration..............................................       39         50          89
Exploration.................................................       91         60         151
Interest on long-term debt..................................       --         21          21
Provision for (gain on sale of) mining assets...............      (42)       214         172
Business combination and integration costs..................       --         19          19
                                                               ------     ------      ------
                                                                  900      1,039       1,939
                                                               ------     ------      ------
INCOME (LOSS) BEFORE INCOME TAXES...........................      391       (261)        130
Income taxes................................................     (137)        20        (117)
Non-controlling interests...................................       --         (3)         (3)
                                                               ------     ------      ------
NET INCOME (LOSS) FROM CONTINUING OPERATIONS................      254       (244)         10
Discontinued operations.....................................       --         (4)         (4)
                                                               ------     ------      ------
NET INCOME (LOSS)...........................................   $  254     $ (248)     $    6
                                                               ======     ======      ======
PER SHARE DATA:
Weighted average shares used in the computation
  (millions)--basic.........................................      392        232         515
Weighted average shares used in the computation
  (millions)--fully diluted.................................      407        232         530
Income (loss) from continuing operations--basic.............   $ 0.65     $(1.05)     $ 0.02
Income (loss) from continuing operations--fully diluted.....   $ 0.64     $(1.05)     $ 0.02
Net income (loss)--basic....................................   $ 0.65     $(1.07)     $ 0.01
Net income (loss)--fully diluted............................   $ 0.64     $(1.07)     $ 0.01
Dividends...................................................   $0.180     $0.100      $0.179
</Table>


  See accompanying notes to unaudited pro forma combined financial statements.

                                      103
<Page>
                            BARRICK GOLD CORPORATION
           NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

    The unaudited Pro Forma Combined Balance Sheets and Unaudited Pro Forma
Combined Statements of Income are presented as if the merger had been effective
for all periods presented. Under the terms of the merger agreement, Barrick
shareholders will retain their shares and each share of Homestake common stock
will be exchanged for 0.53 Barrick common shares. All financial information
relating to Barrick is presented in U.S. dollars, is prepared in accordance with
U.S. generally accepted accounting principles and is derived from financial
statements prepared in accordance with Canadian generally accepted accounting
principles.


    Canadian generally accepted accounting principles differ from
U.S. generally accepted accounting principles. The differences between Canadian
generally accepted accounting principles and U.S. generally accepted accounting
principles may result in material differences in the presentation of the
financial information for Barrick. For a reconciliation to U.S. generally
accepted accounting principles of Barrick's financial statements, see Barrick's
report on Form 6-K for the six month period ended June 30, 2001 and Barrick's
Amended 2000 Annual Report on Form 40-F/A.


    Following the merger, it is expected that Barrick will continue to be a
"foreign private issuer" eligible to file Securities Exchange Act reports under
the multi-jurisdictional disclosure system. The multi-jurisdictional disclosure
system facilitates cross-border offerings of securities and continuous reporting
by specified Canadian issuers. The system permits eligible companies in the U.S.
and Canada to offer securities in each other's country using the disclosure
documents meeting the regulatory requirements of their home country. As a
corporation governed by the BUSINESS CORPORATIONS ACT (Ontario) and subject to
the reporting requirements of the various securities regulatory authorities in
Canada, Barrick is required to prepare and file financial information under
Canadian generally accepted accounting principles. Barrick anticipates filing
with the Securities and Exchange Commission consolidated financial statements
prepared in accordance with U.S. generally accepted accounting principles
following the merger. Communications with shareholders will also be primarily
focused on the financial results of the merged company prepared in accordance
with U.S. generally accepted accounting principles.

    It is expected that the merger will be accounted for as a
pooling-of-interests in accordance with U.S. generally accepted accounting
principles. The merger will be accounted for using the purchase method under
Canadian GAAP. Under Canadian GAAP, the method of accounting used for a business
combination depends upon whether or not one of the combining companies can be
identified as an acquirer. In situations where voting shares are issued or
exchanged to effect the combination, factors relating to control over the
resultant combined company must be considered. A company whose shareholders (as
a group) hold more than 50% of the voting shares of the combined company will
normally be identified as the acquirer. In the case of the merger of Barrick and
Homestake, the Barrick shareholders (as a group) will hold approximately 74% of
the voting shares of the combined company and Barrick will therefore be
identified as the acquirer, thereby requiring the purchase method to be used in
accounting for the business combination under Canadian GAAP.


    The accompanying unaudited pro forma combined financial statements have been
prepared by Barrick and Homestake management based on the consolidated restated
financial statements of Homestake and Barrick as at and for the six months ended
June 30, 2001 and the years ended December 31, 2000, 1999 and 1998, adjusted to
reflect classifications consistent with the financial statement presentation
adopted by Barrick.


    In the opinion of Barrick and Homestake management, these unaudited
pro forma statements include all adjustments necessary for a fair presentation
applicable to the preparation of pro forma

                                      104
<Page>
financial statements. Accounting policies used in the preparation of the
pro forma statements are those disclosed in Barrick's and Homestake's
consolidated financial statements.

    The unaudited pro forma statements are not necessarily indicative of either
the results that actually would have been achieved if the transactions reflected
therein had been effective during the periods presented or the results which may
be obtained in the future. In preparing these unaudited pro forma statements, no
adjustments have been made to reflect transactions which have occurred since the
dates indicated.


    The unaudited pro forma statements should be read in conjunction with the
description of the merger of Barrick and Homestake in this document, the
unaudited interim financial statements as at and for the six months ended
June 30, 2001 of Barrick, the audited consolidated financial statements, as at
and for the years ended December 31, 2000, 1999 and 1998 and notes thereto of
Barrick, incorporated by reference in this document, and the audited
consolidated financial statements, as at and for the years ended December 31,
2000, 1999 and 1998 and the notes thereto of Homestake and the unaudited interim
financial statements, as at and for the six months ended June 30, 2001 and the
notes thereto of Homestake incorporated by reference in this document, as
described in "WHERE YOU CAN FIND MORE INFORMATION" (page 139).


PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

    These unaudited pro forma statements incorporate the following assumptions
and adjustments:

    - Completion of the transactions contemplated by the merger agreement, as
      more fully described elsewhere herein, resulting in the combination of the
      businesses of Barrick and Homestake.

    - The issuance by Barrick of approximately 139 million Barrick common shares
      to Homestake stockholders in exchange for all outstanding shares of
      Homestake common stock at a ratio of one share of Homestake common stock
      to 0.53 Barrick common shares. The number of Barrick common shares
      outstanding following the merger will be approximately 535 million,
      representing Barrick's historical common shares outstanding of 396 million
      plus the shares issued pursuant to the merger of 139 million. This
      includes shares issuable upon the exchange of Homestake Canada
      exchangeable shares but excludes Barrick common shares issuable pursuant
      to the exercise of Homestake stock options or Homestake share rights.

    - Transaction costs, including fees for advisors, attorneys, accountants and
      other consultants and incremental direct costs of completing the merger,
      are estimated to be approximately $35 million and will be charged to
      expense upon consummation of the merger. For the purposes of the unaudited
      pro forma financial statements, these transaction costs have been recorded
      as a reduction in retained earnings.

    - For all periods presented, the pro forma average shares used in the
      computation of basic and fully diluted earnings per share is determined by
      adding to the Barrick's historical average shares the product of
      Homestake's historical average shares and 0.53 (the exchange ratio). This
      includes Barrick common shares issuable pursuant its exercise of Barrick
      and Homestake stock option or Homestake share rights.

ADDITIONAL COSTS DIRECTLY ATTRIBUTABLE TO THE MERGER TRANSACTION

    SEVERANCE ARRANGEMENTS:  Pursuant to Homestake's 1999 Change of Control
Severance Plan, Homestake has entered into severance agreements with 17 of its
executives. Under those contracts, the executives are entitled to benefits if
there is a change in control of Homestake and certain other events occur. The
completion of the merger will be a change in control for purposes of the
severance agreements. In addition, Homestake has an existing severance policy
for those non-executive personnel that will be terminated as a result of the
change of control. The table below outlines additional

                                      105
<Page>
expenses associated with these severance arrangements that can be readily
estimable at this time assuming that the merger becomes effective in 2001. (The
costs associated with split dollar life insurance benefits and relocation loan
components of the severance arrangements, which cannot be determined at this
time, are individually insignificant.)

<Table>
<Caption>
                                               EXECUTIVES   NON-EXECUTIVES
                                               ----------   --------------
                                                  (MILLIONS OF DOLLARS)
<S>                                            <C>          <C>
Severance....................................      $11            $9

Benefit Continuance..........................        1             2
                                                   ===            ==
</Table>

    The costs associated with the severance arrangements are not included in the
Unaudited Pro Forma Combined Statements of Income as these costs are
non-recurring in nature.

    HOMESTAKE'S EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN:  Under the change of
control provisions of Homestake's Executive Supplemental Retirement Plan, the
automatic vesting of benefits under that plan based upon fifteen years of
service credit, even if the executive's actual period of service was less than
fifteen years, will result in an increase in the projected benefit obligation
and a resulting plan termination charge of approximately $16.4 million. In
addition, the change in control and termination of plan participants will result
in a reduction in the projected benefit obligation due to the loss of future pay
increases and service costs. This will result in a pension curtailment gain of
approximately $2.5 million.


    STOCK PLAN AND SHARE RIGHTS PLAN:  Under the change of control provisions of
Homestake's 1996 Amended Stock Plan and Share Rights Plan and 1988 Stock Option
and Share Rights Plan, the maximum number of Homestake common share stock
options and share rights that will fully vest upon termination of employment of
executives under certain circumstances is 3,551,822 and 1,170,990, respectively.
Under the same plans, the maximum number of Homestake common share options that
will fully vest upon termination of employment of non-executives under certain
circumstances is 2,406,673. Non-executives do not participate in share rights
programs.



    OUTSIDE DIRECTORS' STOCK COMPENSATION PLAN:  Under the 1998 Outside
Directors' Stock Compensation Plan, the maximum number of share rights that
would fully vest upon termination of directors under certain circumstances is
17,639.


    DIRECTORS' AND OFFICERS' LIABILITY INSURANCE:  The merger agreement provides
that for six years after the effective time of the merger, Barrick will maintain
directors' and officers' liability insurance for Homestake directors and
officers. It is estimated that the cost of this coverage will be approximately
$1 million.


    Further details on the nature of change of control agreements can be found
under the caption "INTERESTS OF HOMESTAKE OFFICERS AND DIRECTORS IN THE MERGER"
on page 73 of this proxy statement/prospectus.


                                      106
<Page>
                UNAUDITED PRO FORMA PROVEN AND PROBABLE RESERVES
                            AND MINERALIZED MATERIAL

    The following tables set forth the proven and probable gold reserves and
mineralized material of Barrick and Homestake.


    Except with respect to the Veladero property and Homestake's Kalgoorlie,
Darlot, Plutonic and Lawlers properties, proven and probable reserves and
mineralized material have been calculated as at December 31, 2000, based on a
gold price of $300 per ounce. Barrick and Homestake continue to believe that
calculation of reserves and mineralized material using a gold price of $300 per
ounce and a silver price of $5.00 per ounce is appropriate. However, a gold
price of $275 per ounce was used to calculate mineralized material at the
Veladero property as at July 20, 2001 in order to build in an additional element
of conservatism. A gold price of Aus$475 (US$265 and US$311 at December 31, 2000
and 1999, respectively) was used to calculate reserves and mineralized material
for Kalgoorlie, Darlot, Plutonic and Lawlers as at December 31, 2000, based on
an analysis of historic gold prices in Australian dollars, without attempting to
adjust for fluctuations in the U.S. dollar/Australian dollar exchange rate, and
based on the fact that Homestake's costs of production and revenues for such
properties are principally denominated in Australian dollars. The use of such
prices does not imply that either Homestake or Barrick has changed its view as
to the appropriateness of the use of a gold price of $300 for calculating
reserves and mineralized material and did not give rise to any need to carry out
impairment testing calculations using a lower gold price.



    Reserves for Barrick's Pascua-Lama property have been calculated using a
gold price of $300 per ounce, as noted above, and a silver price of $5.00 per
ounce. Based on current construction cost estimates and the current development
plan, which are under continuing review, using a gold price of $275 per ounce
and a silver price of $4.50 per ounce, the project would generate a negligible
return.


    Reserves, as set out in the following tables, represent tonnage and grade
recoverable after subtraction of mining losses and addition of mining dilution.
Mineralized material, as set out in the following tables, represents in-situ
tonnage and grade with no subtraction or additions due to mining. Mineralized
material is not a reserve and does not have demonstrated economic viability.


    The information contained in these tables was derived in part from the
unaudited reserve information included in Barrick's Amended Annual Report on
Form 40-F/A for the year 2000, and Homestake's Amended Annual Report on
Form 10-K/A for the year 2000, which are incorporated in this document by
reference. The information in these tables is presented in accordance with the
requirements of U.S. Industry Guide No. 7 (under the Securities Exchange Act of
1934).


                                      107
<Page>
SUMMARY OF RESERVES(1)(2)


<Table>
<Caption>
                                                                                           CONTAINED
                                                                TONS          GRADE         OUNCES
                                                             -----------   ------------   -----------
                                                             (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)
<S>                                                          <C>           <C>            <C>
BARRICK(3)
  Proven...................................................     207,432       0.119          24,779
  Probable.................................................     373,978       0.091          34,093
                                                              ---------       -----          ------
  Total proven and probable................................     581,410       0.101          58,872
                                                              =========       =====          ======
HOMESTAKE
  Proven...................................................     164,490       0.047           7,695
  Probable.................................................     131,594       0.074           9,795
                                                              ---------       -----          ------
  Total proven and probable................................     296,084       0.059          17,490
                                                              =========       =====          ======
PRO FORMA COMBINED
  Total proven.............................................     371,922       0.087          32,474
  Total probable...........................................     505,572       0.087          43,888
                                                              ---------       -----          ------
  Total proven and probable................................     877,494       0.087          76,362
                                                              =========       =====          ======
</Table>


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


(1) RESERVE is that part of a mineral deposit which could be economically and
    legally extracted or produced at the time of the reserve determination.
    Reserves represent tonnage and grades recoverable after subtraction of
    mining losses and addition of mining dilution.



   PROVEN RESERVES are reserves for which: (1) quantity is computed from
    dimensions revealed in outcrops, trenches, workings or drill holes; grade
    and/or quality are computed from the results of detailed sampling; and
    (2) the sites for inspection, sampling and measurement are spaced so closely
    and the geologic character is so well defined that size, shape, depth and
    mineral content of reserves are well-established. Stockpiles included in
    proven reserves satisfy all cutoff grade and metallurgical recovery criteria
    required for in-situ material; no dilution or mining loss was applied.



   PROBABLE RESERVES are reserves for which quantity and grade and/or quality
    are computed from information similar to that used for proven reserves, but
    the sites for inspection, sampling, and measurement are further apart or are
    otherwise less adequately spaced. The degree of assurance, although lower
    than that for proven reserves, is high enough to assume continuity between
    points of observation.



   CONTAINED OUNCES are estimates of the metal contained in proven and probable
    reserves and have been calculated as the product of estimated tons times
    grade expressed in ounces (31.1035 grams per ounce). These figures are
    before allowances for processing losses.



(2) Reserve information is presented in accordance with U.S. Industry Guide
    No. 7 (under the Securities Exchange Act of 1934). For Canadian reporting
    purposes, Barrick reports its reserves in accordance with National
    Instrument 43-101 as required by securities regulatory authorities in
    Canada. Certain of the mineralization for the Veladero property, which has
    not been included as a reserve in this table, qualifies as a reserve
    pursuant to National Instrument 43-101 and accordingly is reported as a
    reserve by Barrick in its Canadian continuous disclosure documents. See
    footnote 5 on page 111.



(3) Barrick's reserves include 17.8 million ounces of proven and probable
    reserves for the Pascua-Lama property, calculated using a gold price of $300
    per ounce and a silver price of $5.00 per ounce. Based on current
    construction cost estimates and the current development plan, which are
    under continuing review, using a gold price of $275 per ounce and a silver
    price of $4.50 per ounce, the project would generate a negligible return.


                                      108
<Page>
SUMMARY OF MINERALIZED MATERIAL(1)


<Table>
<Caption>
                                                                 TONS          GRADE
                                                              -----------   ------------
                                                              (THOUSANDS)   (OUNCES/TON)
<S>                                                           <C>           <C>
BARRICK
  Mineralized material (measured)...........................     16,792        0.063
  Mineralized material (indicated)..........................    298,501        0.045
                                                                -------        -----
  Total mineralized material................................    315,293        0.046
                                                                =======        =====
HOMESTAKE
  Mineralized material (measured)...........................     32,150        0.067
  Mineralized material (indicated)..........................    273,433        0.054
                                                                -------        -----
  Total mineralized material................................    305,583        0.055
                                                                =======        =====
PRO FORMA COMBINED
  Total mineralized material (measured).....................     48,942        0.066
  Total mineralized material (indicated)....................    571,934        0.049
                                                                -------        -----
  Total mineralized material................................    620,876        0.051
                                                                =======        =====
</Table>


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


(1) MINERALIZED MATERIAL is gold-bearing material that has been physically
    delineated by one or more of a number of methods including drilling,
    underground work, surface trenching and other types of sampling. This
    material has been found to contain a sufficient amount of mineralization of
    an average grade of metal or metals to have economic potential that warrants
    further exploration evaluation, but it does not have demonstrated economic
    viability. Mineralized material represents in-situ tonnage and grade with no
    subtractions or additions due to mining. Mineralized material is not a
    mineral reserve and does not have demonstrated economic viability.



   MEASURED MINERALIZED MATERIAL is that part of mineralized material for which
    quantity, grade or quality, densities, shape and physical characteristics
    are so well established that they can be estimated with confidence
    sufficient to allow the appropriate application of technical and economic
    parameters, to support production planning and evaluation of the economic
    viability of the deposit. The estimate is based on detailed and reliable
    exploration, sampling and testing information gathered through appropriate
    techniques from locations such as outcrops, trenches, pits, workings and
    drill holes that are spaced closely enough to confirm both geological and
    grade continuity.



   INDICATED MINERALIZED MATERIAL is that part of mineralized material for which
    quantity, grade or quality, densities, shape and physical characteristics,
    can be estimated with a level of confidence sufficient to allow the
    appropriate application of technical and economic parameters, to support
    mine planning and evaluation of the economic viability of the deposit. The
    estimate is based on detailed and reliable exploration and testing
    information gathered through appropriate techniques from locations such as
    outcrops, trenches, pits, workings and drill holes that are spaced closely
    enough for geological and grade continuity to be reasonably assumed.


                                      109
<Page>
BARRICK RESERVES(1)

<Table>
<Caption>
                                                    PROVEN                                    PROBABLE
                                   ----------------------------------------   ----------------------------------------
                       OWNERSHIP                                 CONTAINED                                  CONTAINED
                       INTEREST       TONS          GRADE         OUNCES         TONS          GRADE         OUNCES
                       ---------   -----------   ------------   -----------   -----------   ------------   -----------
                                   (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)   (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)
<S>                    <C>         <C>           <C>            <C>           <C>           <C>            <C>
PRODUCING MINES
Goldstrike
  Betze-Post(2)......     100%       107,511         0.153         16,500         8,938         0.168          1,500
  Meikle(3)..........     100%         2,709         0.646          1,751        11,391         0.413          4,700
Pierina..............     100%        55,755         0.062          3,443        37,170         0.059          2,212
Bulyanhulu...........     100%         1,037         0.452            469        22,336         0.427          9,546
Other................     100%         1,830         0.128            234         3,431         0.196            673

DEVELOPMENT PROJECTS
Pascua-Lama(4).......     100%        38,590         0.062          2,382       290,712         0.053         15,462
                                     -------         -----         ------       -------         -----         ------
                                     207,432         0.119         24,779       373,978         0.091         34,093
                                     =======         =====         ======       =======         =====         ======

<Caption>
                                        TOTAL
                       ----------------------------------------
                                                     CONTAINED    METALLURGICAL
                          TONS          GRADE         OUNCES        RECOVERY
                       -----------   ------------   -----------   -------------
                       (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)
<S>                    <C>           <C>            <C>           <C>
PRODUCING MINES
Goldstrike
  Betze-Post(2)......    116,449         0.155         18,000         86.1%
  Meikle(3)..........     14,100         0.458          6,451         90.8%
Pierina..............     92,925         0.061          5,655         80.0%
Bulyanhulu...........     23,373         0.428         10,015         89.0%
Other................      5,261         0.172            907         93.9%
DEVELOPMENT PROJECTS
Pascua-Lama(4).......    329,302         0.054         17,844         82.7%
                         -------         -----         ------
                         581,410         0.101         58,872
                         =======         =====         ======
</Table>


BARRICK MINERALIZED MATERIAL(1)


<Table>
<Caption>
                                                     (MEASURED)                  (INDICATED)                     TOTAL
                                 OWNERSHIP   --------------------------   --------------------------   --------------------------
                                 INTEREST       TONS          GRADE          TONS          GRADE          TONS          GRADE
                                 ---------   -----------   ------------   -----------   ------------   -----------   ------------
                                             (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)   (OUNCES/TON)
<S>                              <C>         <C>           <C>            <C>           <C>            <C>           <C>
PRODUCING MINES
Goldstrike
  Betze-Post(2)................    100%         11,531         0.065         40,551         0.063         52,082         0.064
  Meikle(3)....................    100%              0         0.000          4,077         0.374          4,077         0.374
Pierina........................    100%            254         0.025         11,600         0.025         11,854         0.025
Bulyanhulu.....................    100%              0         0.000          1,824         0.470          1,824         0.470
Other..........................    100%            919         0.084          1,879         0.153          2,798         0.130

DEVELOPMENT PROJECTS
Pascua-Lama....................    100%          4,088         0.054        119,761         0.029        123,849         0.030
Veladero(5)....................     40%              0         0.000        118,809         0.038        118,809         0.038
                                                ------         -----        -------         -----        -------         -----
                                                16,792         0.063        298,501         0.045        315,293         0.046
                                                ======         =====        =======         =====        =======         =====
</Table>


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

(1) Reflects Barrick's share, where ownership interest is less than 100%.

(2) Betze-Post proven reserves include 27.1 million tons of stockpile material
    containing 3 million ounces of gold.

(3) 50% of the Miekle mine is in production and 50% is in development.


(4) Reserves for Pascua-Lama have been calculated using a gold price of $300 per
    ounce and a silver price of $5.00 per ounce. Based on current construction
    cost estimates and the current development plan, which are under continuing
    review, using a gold price of $275 per ounce and a silver price of $4.50 per
    ounce, the project would generate a negligible return.



(5) Such estimates have been made based on information provided by Homestake,
    which is Barrick's joint venture partner on the Veladero property. U.S.
    Industry Guide No. 7 (under the Securities Exchange Act of 1934) requires a
    full feasibility study to be completed before any part of the Veladero
    mineralization may be classified as a reserve. For Canadian reporting
    purposes, Barrick reports its reserves and mineralized material in
    accordance with National Instrument 43-101, as required by securities
    regulatory authorities in Canada. As the work performed to July 20, 2001 by
    Homestake at Veladero meets the standards of a pre-feasibility study, the
    indicated mineralized material shown above for Veladero is classified as a
    probable reserve by Barrick for Canadian reporting purposes, representing a
    probable reserve of 3,148,000 contained ounces in respect of Barrick's 40%
    interest in Veladero. For a description of the key assumptions, parameters
    and methods used in calculating Barrick's reserves and mineralized material,
    see Barrick's Amended 2000 Annual Report on Form 40-F/A.


                                      110
<Page>
HOMESTAKE RESERVES(1)

<Table>
<Caption>
                                                   PROVEN                                    PROBABLE                      TOTAL
                                  ----------------------------------------   ----------------------------------------   -----------
                      OWNERSHIP                                 CONTAINED                                  CONTAINED
                      INTEREST       TONS          GRADE         OUNCES         TONS          GRADE         OUNCES         TONS
                      ---------   -----------   ------------   -----------   -----------   ------------   -----------   -----------
                                  (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)   (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)   (THOUSANDS)
<S>                   <C>         <C>           <C>            <C>           <C>           <C>            <C>           <C>
PRODUCING MINES
Homestake............    100%           822         0.203           167             --            --             --           822
McLaughlin(2)........    100%         4,000         0.060           240             --            --             --         4,000
Ruby Hill............    100%            --            --            --          2,561         0.105            268         2,561
Hemlo................     50%         7,999         0.204         1,634          6,611         0.115            763        14,610
Kalgoorlie(3)........     50%        43,982         0.058         2,570         60,573         0.061          3,700       104,555
Agua de la Falda.....     51%           207         0.210            43             --            --             --           207
Plutonic(4)..........    100%         4,230         0.054           229          5,271         0.192          1,011         9,501
Darlot...............    100%         5,790         0.154           893          3,131         0.164            512         8,921
Lawlers..............    100%         1,200         0.120           144          1,405         0.167            234         2,605
Eskay Creek..........    100%            --            --            --          1,617         1.310          2,118         1,617
Round Mountain(5)....     50%        96,260         0.018         1,775         40,340         0.021            834       136,600
Marigold.............     33%            --            --            --         10,085         0.035            355        10,085
                                    -------         -----         -----        -------         -----         ------       -------
                                    164,490         0.047         7,695        131,594         0.074          9,795       296,084
                                    =======         =====         =====        =======         =====         ======       =======

<Caption>
                                 TOTAL
                       --------------------------
                                       CONTAINED    METALLURGICAL
                          GRADE         OUNCES        RECOVERY
                       ------------   -----------   -------------
                       (OUNCES/TON)   (THOUSANDS)
<S>                    <C>            <C>           <C>
PRODUCING MINES
Homestake............      0.203            167          94%
McLaughlin(2)........      0.060            240          62%
Ruby Hill............      0.105            268          90%
Hemlo................      0.164          2,397          94%
Kalgoorlie(3)........      0.060          6,270          88%
Agua de la Falda.....      0.210             43          67%
Plutonic(4)..........      0.131          1,240          87%
Darlot...............      0.157          1,405          97%
Lawlers..............      0.145            378          95%
Eskay Creek..........      1.310          2,118          94%
Round Mountain(5)....      0.019          2,609          70%
Marigold.............      0.035            355          70%
                           -----         ------
                           0.059         17,490
                           =====         ======
</Table>


HOMESTAKE MINERALIZED MATERIAL(1)


<Table>
<Caption>
                                                     (MEASURED)                  (INDICATED)                     TOTAL
                                 OWNERSHIP   --------------------------   --------------------------   --------------------------
                                 INTEREST       TONS          GRADE          TONS          GRADE          TONS          GRADE
                                 ---------   -----------   ------------   -----------   ------------   -----------   ------------
                                             (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)   (OUNCES/TON)   (THOUSANDS)   (OUNCES/TON)
<S>                              <C>         <C>           <C>            <C>           <C>            <C>           <C>
PRODUCING MINES
Homestake Mine.................    100%             --            --             --            --             --            --
McLaughlin.....................    100%             --            --             --            --             --            --
Ruby Hill......................    100%             --            --          7,325         0.072          7,325         0.072
Hemlo..........................     50%             67         0.313            375         0.109            442         0.141
Kalgoorlie.....................     50%         23,700         0.068         57,320         0.074         81,020         0.072
Agua de la Falda...............     51%             --            --             --            --             --            --
Plutonic.......................    100%          1,789         0.055          7,483         0.189          9,272         0.163
Darlot.........................    100%          1,513         0.129          2,391         0.100          3,904         0.111
Lawlers........................    100%          1,185         0.124          1,453         0.241          2,638         0.188
Eskay Creek....................    100%             --            --            456         0.387            456         0.387
Round Mountain.................     50%          3,896         0.023          5,457         0.021          9,353         0.022
Marigold.......................     33%             --            --          6,880         0.029          6,880         0.029

DEVELOPMENT PROJECT
Jeronimo.......................     51%             --            --          3,521         0.162          3,521         0.162
Veladero.......................     60%             --            --        180,772         0.038        180,772         0.038
                                                ------         -----        -------         -----        -------         -----
                                                32,150         0.067        273,433         0.054        305,583         0.055
                                                ======         =====        =======         =====        =======         =====
</Table>


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

(1) Reflects Homestake's share, where ownership interest is less than 100%.

(2) McLaughlin reserves at December 31, 2000 consist entirely of stockpile
    material.

(3) Homestake's share of Kalgoorlie reserves at December 31, 2000 include
    6.8 million tons of stockpile material containing 295,000 ounces of gold.

(4) Plutonic reserves at December 31, 2000 include 2.6 million tons of stockpile
    material containing 53,000 ounces of gold.


(5) Homestake's share of Round Mountain reserves at December 31, 2000 include
    44.9 million tons of stockpile material containing 487,000 ounces of gold.


                                      111
<Page>
              UNAUDITED PRO FORMA PRODUCTION, PRICE AND COST DATA


    The following table sets forth selected unaudited pro forma production,
price and cost data for Barrick and Homestake, on a combined basis after giving
effect to the merger. Average "Total Cash Costs of Production" is furnished to
provide additional information and is not a calculation prepared in accordance
with generally accepted accounting principles. It should not be considered in
isolation or as a substitute for measures of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cash flow from operations as determined under generally
accepted accounting principles. The data included in the table should be read in
conjunction with the data presented in "Summary Financial Statement
Presentation" (pages 18 through 22) and "Selected Unaudited Pro Forma Combined
Financial Data and Unaudited Per Share Data" (page 23). The data give effect to
the merger as if it had occurred on January 1, 1998. This data was derived from
unaudited information contained in the Barrick report on Form 6-K and
Homestake's report on Form 10-Q/A for the six month period ended June 30, 2001
and the Amended 2000 Barrick Annual Report on Form 40-F/A and Homestake's
Amended Annual Report on Form 10-K/A for the year ended December 31, 2000,
including the Management's Discussion and Analysis of Financial Condition and
Results of Operations section included therein, which are incorporated in this
document by reference. See "WHERE YOU CAN FIND MORE INFORMATION" (page 139)
regarding how you can obtain this information. Average "Total Cash Costs of
Production" figures are calculated in accordance with the "The Gold Institute
Production Cost Standard". The Gold Institute is a worldwide association of
suppliers of gold and gold products and includes leading North American gold
producers. The Association members adopted the Standard in 1996. Although
adoption of the Standard is voluntary, and the cost measure presented below may
not be comparable to other similarly titled measures of other companies, it has
been the accepted standard of reporting cash costs of production in North
America since that time. Costs are derived from amounts included in the
unaudited Pro Forma Combined Statements of Income and include mine site
operating costs such as mining, processing, administration, royalties and
production taxes, but are exclusive of amortization, reclamation, financing
costs, capital, development and exploration costs. These costs are then divided
by ounces sold to arrive at the total cash costs of production. The measure,
along with production and unit realized price of production, is a key indicator
of a company's ability to generate operating earnings and cash flow from its
mining operations. For detailed calculation of this measure and a reconciliation
to the pro forma statements of income for the six months ended June 30, 2001 and
years ended December 31, 2000, 1999 and 1998 see page 113. Operating statistics
reflect Barrick's and Homestake's respective shares.



<Table>
<Caption>
                                                            FOR THE SIX        YEARS ENDED DECEMBER 31,
                                                           MONTHS ENDED     ------------------------------
                                                           JUNE 30, 2001      2000       1999       1998
                                                          ---------------   --------   --------   --------
<S>                                                       <C>               <C>        <C>        <C>
BARRICK
Production
  Gold (thousands of ounces)............................       1,865          3,744      3,660      3,205
Average Realized Price
  Gold ($ per ounce)....................................      $  340         $  360     $  385     $  400
Average Total Cash Costs of Production
  Gold ($ per ounce)....................................         158            145        134        180
HOMESTAKE
Production
  Gold (thousands of ounces)............................       1,223          2,206      2,141      2,137
Average Realized Price
  Gold ($ per ounce)....................................      $  271         $  288     $  291     $  312
Average Total Cash Costs of Production
  Gold ($ per ounce)....................................         164            174        182        205
PRO FORMA OPERATING STATISTICS FOR GOLD
Production
  Gold (thousands of ounces)............................       3,088          5,950      5,801      5,342
Average Realized Price
  Gold ($ per ounce)....................................      $  313         $  333     $  350     $  365
Average Total Cash Costs of Production
  Gold ($ per ounce)....................................         160            156        152        190
</Table>


                                      112
<Page>

           UNAUDITED PRO FORMA AVERAGE TOTAL CASH COSTS OF PRODUCTION
AND RECONCILIATION OF AVERAGE TOTAL CASH COSTS PER OUNCE TO STATEMENTS OF INCOME
                                      (1)
                (MILLIONS OF DOLLARS, EXCEPT PER OUNCE AMOUNTS)


<Table>
<Caption>
                                              SIX MONTHS ENDED
                                               JUNE 30, 2001                              2000
                                           HISTORICAL        PRO FORMA           HISTORICAL        PRO FORMA
                                      --------------------   ---------      --------------------   ---------
                                      BARRICK    HOMESTAKE     TOTAL        BARRICK    HOMESTAKE     TOTAL
                                      --------   ---------   ---------      --------   ---------   ---------
<S>                                   <C>        <C>         <C>            <C>        <C>         <C>
AVERAGE TOTAL CASH COSTS OF
  PRODUCTION (2)
  (DOLLARS PER OUNCE OF GOLD)
    Direct minting costs............   $  150     $  172      $  158         $  124     $  184      $  146
    Deferred stripping
      adjustments...................       10         --           6             22         --          14
    Costs of third-party smelters...      (10)        15          (1)           (10)        18           1
    By-product credits..............       --        (29)        (11)            --        (34)        (13)
                                       ------     ------      ------         ------     ------      ------
    Cash operating costs............      150        158         152            136        168         148
    Royalties.......................        7          6           7              8          5           7
    Production taxes................        1         --           1              1          1           1
                                       ------     ------      ------         ------     ------      ------
    Average total cash costs of
      production....................   $  158     $  164      $  160         $  145     $  174      $  156
                                       ======     ======      ======         ======     ======      ======

RECONCILIATION OF AVERAGE TOTAL CASH
  COSTS PER OUNCE TO STATEMENTS OF
  INCOME
Operating costs per Statements of
  Income (MILLIONS).................   $  320     $  246      $  566         $  533     $  438      $  971

Adjustments to operating costs:
    Costs of third party smelters
      (3)...........................       --         19          19             --         39          39
    Production costs of consolidated
      JV's..........................       --         (2)         (2)            --         (5)         (5)
    Production costs of equity
      accounted investments.........       --          1           1             --          2           2
    By-product adjustments..........       --        (35)        (35)            --        (75)        (75)
    Reclamation accruals............       (8)       (20)        (28)           (13)       (23)        (36)
    Inventory movements and other...       --         (7)         (7)            --          6           6
                                       ------     ------      ------         ------     ------      ------
Production costs for per ounce
  calculations......................   $  312     $  201      $  513         $  520     $  384      $  904
                                       ======     ======      ======         ======     ======      ======
Ounces of gold sold during the
  period (IN THOUSANDS) (2).........    1,975      1,223       3,198          3,574      2,206       5,780
                                       ======     ======      ======         ======     ======      ======
Average Total Cash Costs of
  Production Per Ounce..............   $  158     $  164      $  160         $  145     $  174      $  156
                                       ======     ======      ======         ======     ======      ======

<Caption>
                                          YEARS ENDED DECEMBER 31,
                                                    1999                                  1998
                                           HISTORICAL        PRO FORMA           HISTORICAL        PRO FORMA
                                      --------------------   ---------      --------------------   ---------
                                      BARRICK    HOMESTAKE     TOTAL        BARRICK    HOMESTAKE     TOTAL
                                      --------   ---------   ---------      --------   ---------   ---------
<S>                                   <C>        <C>         <C>            <C>        <C>         <C>
AVERAGE TOTAL CASH COSTS OF
  PRODUCTION (2)
  (DOLLARS PER OUNCE OF GOLD)
    Direct minting costs............   $  153     $  198      $  170         $  155     $  210      $  177
    Deferred stripping
      adjustments...................      (18)        (4)        (13)            18          1          11
    Costs of third-party smelters...      (11)        16          (1)           (13)         8          (5)
    By-product credits..............       --        (33)        (12)            --        (18)         (7)
                                       ------     ------      ------         ------     ------      ------
    Cash operating costs............      124        177         144            160        201         176
    Royalties.......................        7          4           6             14          3          10
    Production taxes................        3          1           2              6          1           4
                                       ------     ------      ------         ------     ------      ------
    Average total cash costs of
      production....................   $  134     $  182      $  152         $  180     $  205      $  190
                                       ======     ======      ======         ======     ======      ======
RECONCILIATION OF AVERAGE TOTAL CASH
  COSTS PER OUNCE TO STATEMENTS OF
  INCOME
Operating costs per Statements of
  Income (MILLIONS).................   $  516     $  451      $  967         $  595     $  513      $1,108
Adjustments to operating costs:
    Costs of third party smelters
      (3)...........................       --         35          35             --         18          18
    Production costs of consolidated
      JV's..........................       --         (5)         (5)            --        (29)        (29)
    Production costs of equity
      accounted investments.........       --          2           2             --          2           2
    By-product adjustments..........       --        (71)        (71)            --        (38)        (38)
    Reclamation accruals............      (21)       (15)        (36)           (18)       (13)        (31)
    Inventory movements and other...       --         (8)         (8)            --        (15)        (15)
                                       ------     ------      ------         ------     ------      ------
Production costs for per ounce
  calculations......................   $  495     $  389      $  884         $  577     $  438      $1,015
                                       ======     ======      ======         ======     ======      ======
Ounces of gold sold during the
  period (IN THOUSANDS) (2).........    3,693      2,141       5,834          3,216      2,137       5,353
                                       ======     ======      ======         ======     ======      ======
Average Total Cash Costs of
  Production Per Ounce..............   $  134     $  182      $  152         $  180     $  205      $  190
                                       ======     ======      ======         ======     ======      ======
</Table>



(1)  The operating costs information presented reflect results of operations
prepared on a US GAAP basis.



(2)  Average Total Cash Costs of Production and ounces sold for Barrick may
differ marginally as a result of the Canadian/US GAAP difference in revenue
recognition.



(3)  Eskay Creek sells ore and concentrates containing gold and silver directly
to third-party smelters. For comparison purposes, cash operating costs per ounce
include estimated third-party costs incurred by smelters and others to produce
marketable gold and silver.


                                      113
<Page>
            DIRECTORS AND MANAGEMENT OF BARRICK FOLLOWING THE MERGER

BARRICK BOARD FOLLOWING THE MERGER

    At the effective time of the merger, Barrick intends to appoint Jack E.
Thompson, president and chief executive officer of Homestake, to serve as a
director of Barrick and management also intends to recommend to the Barrick
board that he be appointed as a vice chairman of Barrick. For additional
information regarding directors, corporate governance of Barrick, including the
Barrick board of directors and its committees, and directors and officers
insurance, you should look to Barrick's 2001 Management Information Circular and
Proxy Statement dated March 29, 2001 for the annual meeting of shareholders. A
copy of the circular has been filed with the Securities and Exchange Commission
on Form 6-K on April 12, 2001, and is incorporated in this proxy
statement/prospectus by reference.

ADDITIONAL INFORMATION REGARDING EXECUTIVE OFFICERS AND DIRECTORS OF BARRICK

    The following executive officers or directors of Barrick are also directors
of the reporting companies set forth opposite their respective names:


<Table>
<Caption>
NAME                                           REPORTING COMPANY
- ----                                           -----------------
<S>                                            <C>
Howard L. Beck...............................  Premdor Inc.
                                               TrizecHahn Corporation
                                               Wescam Inc.
C. William D. Birchall.......................  TrizecHahn Corporation
Marshall A. Cohen............................  American International Group Inc.
                                               Collins & Aikman Corporation
                                               The Goldfarb Corporation
                                               Lafarge Corporation
                                               SMK Speedy International Inc.
                                               The Toronto Dominion Bank
Peter A. Crossgrove..........................  Atlantic Systems Group Inc.
                                               Band-Ore Resources Ltd.
                                               Dundee Realty Corporation
                                               Philex Gold Inc.
                                               Premdor Inc.
                                               QLT Inc.
Angus A. MacNaughton.........................  Fairmont Hotels and Resorts Inc.
                                               Varian Semiconductor Equipment Associates
The Right Honourable Brian Mulroney..........  Archer Daniels Midland Company
                                               Cendant Corporation
                                               Cognicase Inc.
                                               Quebecor Inc.
                                               Quebecor World Inc.
                                               TrizecHahn Corporation
Anthony Munk.................................  EnSource Energy Services Inc.
                                               TrizecHahn Corporation
Peter Munk...................................  TrizecHahn Corporation
Joseph L. Rotman.............................  Bank of Montreal
                                               Clairvest Group Inc.
                                               Premdor Inc.
                                               TrizecHahn Corporation
Gregory C. Wilkins...........................  TrizecHahn Corporation
</Table>


                                      114
<Page>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS OF BARRICK

    The aggregate cash compensation paid by Barrick and its subsidiaries during
the 2000 fiscal year to directors and executive officers of Barrick, a group of
17 persons, for services in all capacities was approximately $5,089,518. During
2000, eight non-management directors of Barrick were each awarded options to
acquire 100,000 Barrick common shares. Such options have an exercise price of
Cdn$27.30 and expire on May 15, 2010.


    As of the record date the directors and executive officers of Barrick, a
group of 17 persons, held 7,440,556 options to purchase Barrick common shares.



    For more detailed information on the compensation of executive officers and
directors of Barrick, see Barrick's Management Information Circular and Proxy
Statement dated March 29, 2001, which was filed with the Securities and Exchange
Commission on Form 6-K on April 12, 2001, and which is incorporated in this
document by reference.


                                      115
<Page>
                       BENEFICIAL OWNERSHIP OF SECURITIES

BENEFICIAL OWNERS OF MORE THAN 5% OF BARRICK COMMON SHARES

    Based upon filings with the Securities and Exchange Commission under
Section 13(d) and 13(g) of the Securities Exchange Act, Barrick is aware of the
following beneficial owners of more than five percent of any class of Barrick's
voting securities. As filed with the Securities and Exchange Commission on
February 3, 1998, TrizecHahn Corporation disclosed that it beneficially owned
30,299,558 Barrick common shares, constituting approximately 8.1% of the
outstanding Barrick common shares at that time. As filed on December 29, 2000,
Capital Research and Management Company disclosed that it beneficially owned
22,100,000 Barrick common shares, constituting approximately 5.6% of the
outstanding Barrick common shares at that time. As filed on February 7, 2001,
Franklin Resources, Inc. disclosed that it beneficially owned 26,975,853 Barrick
common shares, constituting approximately 6.8% of the outstanding Barrick common
shares at that time. None of such shareholders have any voting rights that are
different from the voting rights of any other shareholder.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS OF BARRICK COMMON SHARES

    The following table sets forth information with respect to the beneficial
ownership of Barrick common shares, as of the record date, by:

    (1) each director;

    (2) the chief executive officer and the other four highest paid executive
       officers; and

    (3) all directors and executive officers as a group.

    None of the shareholders listed beneficially owns more than one percent of
the outstanding Barrick common shares nor will any of these shareholders
beneficially own more than one percent of the outstanding Barrick common shares
following the merger. The executive officers and directors as a group
beneficially own less than one per cent of the Barrick common shares.

    Information contained under the heading "SHARES SUBJECT TO OPTIONS"
represents beneficial ownership of Barrick common shares that may be acquired by
the exercise of options which are currently exercisable or exercisable within
60 days of the date of this table.


<Table>
<Caption>
                                BARRICK      SHARES SUBJECT     EXERCISE
NAME OF BENEFICIAL OWNER     COMMON SHARES     TO OPTIONS        PRICE        EXPIRY DATE       TOTAL
- ------------------------     -------------   ---------------   ----------   ---------------   ---------
<S>                          <C>             <C>               <C>          <C>               <C>
Howard L. Beck.............      189,144           25,000      Cdn$ 27.30      May 15, 2010     214,144

C. William D. Birchall.....       65,000          100,000      Cdn$ 28.75     Nov. 30, 2001
                                                  250,000      Cdn$ 40.20      Dec. 8, 2006
                                                   25,000      Cdn$ 27.30      May 15, 2010     440,000

John K. Carrington.........        2,700          205,000      Cdn$ 29.25      Feb. 5, 2002
                                                  250,000      Cdn$ 40.20      Dec. 8, 2006
                                                  225,000      Cdn$ 22.55      Dec. 8, 2007
                                                   25,000      Cdn$ 23.60      Dec. 3, 2010     707,700

Marshall A. Cohen..........        4,000           25,000      Cdn$ 27.30      May 15, 2010      29,000

Peter A. Crossgrove........        5,000           25,000      Cdn$ 27.30      May 15, 2010      30,000

Angus A. MacNaughton.......       60,000           25,000      Cdn$ 27.30      May 15, 2010      85,000

The Right Honourable Brian           775          187,500      Cdn$ 22.55      Dec. 8, 2007
  Mulroney.................                        50,000      Cdn$ 23.60      Dec. 3, 2010     238,275

Anthony Munk(1)............        5,000          100,000      Cdn$ 31.05     Apr. 30, 2007
                                                   25,000      Cdn$ 27.30      May 15, 2010     130,000
</Table>


                                      116
<Page>


<Table>
<Caption>
                                BARRICK      SHARES SUBJECT     EXERCISE
NAME OF BENEFICIAL OWNER     COMMON SHARES     TO OPTIONS        PRICE        EXPIRY DATE       TOTAL
- ------------------------     -------------   ---------------   ----------   ---------------   ---------
<S>                          <C>             <C>               <C>          <C>               <C>
Peter Munk.................    1,000,000        1,000,000      Cdn$ 28.75     Nov. 30, 2001
                                                  500,000      Cdn$ 36.65      Feb. 3, 2007
                                                  562,500      Cdn$ 28.35      Feb. 8, 2008
                                                  125,000      Cdn$ 23.60      Dec. 3, 2010   3,187,500

Randall Oliphant...........       10,200           35,000      Cdn$ 28.75     Nov. 30, 2001
                                                  100,000      Cdn$ 40.20      Dec. 8, 2006
                                                  200,000      Cdn$ 22.55      Dec. 8, 2007
                                                   75,000      Cdn$ 29.20      Dec. 6, 2008
                                                  100,000      Cdn$ 25.95      Dec. 5, 2009
                                                  125,000      Cdn$ 23.60      Dec. 3, 2010     645,200

Joseph L. Rotman...........      100,000           25,000      Cdn$ 27.30      May 15, 2010     125,000

Gregory C. Wilkins.........       10,000          100,000      Cdn$ 28.75     Nov. 30, 2001
                                                   25,000      Cdn$ 27.30      May 15, 2010     135,000

Patrick J. Garver(2).......            0           37,500      Cdn$ 28.75     Nov. 30, 2001
                                                   50,000      Cdn$ 40.20      Dec. 8, 2006
                                                  116,250      Cdn$ 22.55      Dec. 8, 2007
                                                   75,000      Cdn$ 29.20      Dec. 6, 2008
                                                   50,000      Cdn$ 25.95      Dec. 5, 2009
                                                   12,500      Cdn$ 23.60      Dec. 3, 2010     341,250

Alan R. Hill(3)............            0           50,000      Cdn$ 28.75     Nov. 30, 2001
                                                   50,000      Cdn$ 40.20      Dec. 8, 2006
                                                  131,250      Cdn$ 22.55      Dec. 8, 2007
                                                  112,500      Cdn$ 29.20      Dec. 6, 2008
                                                   50,000      Cdn$ 25.95      Dec. 5, 2009
                                                   12,500      Cdn$ 23.60      Dec. 3, 2010     406,250

Executive Officers and         1,452,431        5,988,125
  Directors (17 persons)
  as a group...............                                                                   7,440,556
</Table>


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

(1) Anthony Munk, a director of Barrick, is the son of Peter Munk, the Chairman
    and a director of Barrick.

(2) Patrick Garver joined Barrick in 1993 and currently holds the position of
    Executive Vice-President and General Counsel. Since joining Barrick,
    Mr. Garver has been involved in the evaluation of business opportunities and
    the structuring and negotiation of Barrick's significant acquisitions and
    has been responsible for certain aspects of the development of its new
    mining projects. Prior to joining Barrick, Mr. Garver was engaged in private
    practice in Salt Lake City, Utah during which time he represented Barrick
    and a number of other international mining concerns in connection with
    transactional, financing, and operating issues.

(3) Alan Hill joined a predecessor of Barrick in 1981 and currently holds the
    position of Executive Vice-President, Development. Mr. Hill is responsible
    for Barrick's international development activities and has been responsible
    for the development of major new mines, including Barrick's flagship
    Goldstrike Property in Nevada, the Pierina Mine in Peru, and the Bulyanhulu
    Mine in Tanzania. Prior to joining Barrick, Mr. Hill worked as a consulting
    engineer and held various management positions at operating mines in Canada
    and Zambia.

                                      117
<Page>
SECURITY OWNERSHIP OF BENEFICIAL OWNERS OF HOMESTAKE SHARES


    The following table sets forth information with respect to the beneficial
ownership of Homestake shares, as of October 30, 2001, by:


    (1) each director;

    (2) the chief executive officer and the other four highest paid executive
       officers;

    (3) all directors and executive officers as a group; and

    (4) each person who, to Homestake's knowledge, is the beneficial owner of
       more than 5% of the outstanding Homestake voting stock.

    Except as otherwise indicated, the persons identified in the following table
have sole voting and dispositive power with respect to all shares beneficially
owned, subject to community property laws where applicable. All Homestake shares
owned by the identified persons are Homestake common shares and none of the
identified persons owns or has the right to acquire Homestake Canada
exchangeable shares.


    Information contained under the column "RIGHTS TO ACQUIRE SHARES OF
HOMESTAKE COMMON STOCK ON OR BEFORE DECEMBER 29, 2001" represents beneficial
ownership of Homestake common stock that may be acquired by the exercise of
options or director share rights which are currently exercisable or exercisable
within 60 days of the date of this table.



    Other than Robert H. Clark, Jr. (see note 1 below), no director or executive
officer beneficially owns more than one percent of the Homestake voting shares
outstanding on October 30, 2001. All directors and executive officers together
beneficially own, and have the right to acquire on or before December 29, 2001,
approximately 3.54% of Homestake voting shares deemed outstanding. This includes
shares of Homestake Common Stock held by Case, Pomeroy & Company, Inc.



<Table>
<Caption>
                                                                  RIGHT TO ACQUIRE
                                                                     SHARES OF
                                                BENEFICIALLY         HOMESTAKE       TOTAL BENEFICIALLY
                                               OWNED SHARES OF      COMMON STOCK     OWNED AND RIGHT TO
                                                  HOMESTAKE         ON OR BEFORE     ACQUIRE SHARES OF
                                               COMMON STOCK ON      DECEMBER 29,      HOMESTAKE COMMON
NAME                                          OCTOBER 30, 2001          2001               STOCK
- ----                                          -----------------   ----------------   ------------------
<S>                                           <C>                 <C>                <C>
Gerhard Ammann..............................          11,672             2,000               13,672
Robert H. Clark Jr.(1)......................       6,435,928             2,334            6,438,262
Peter J. Neff...............................           7,035             2,000                9,035
Thomas J. O'Neil............................           1,657                 0                1,657
Carol A. Rae................................           4,652               810                5,462
Walter T. Segsworth.........................          20,817           190,875              211,692
Jack E. Thompson(2).........................         131,878           667,325              799,203
Jeffrey L. Zelms............................           8,722             2,131               10,853
Lee A. Graber...............................          27,742           215,650              243,392
Wayne Kirk..................................          37,068           366,381              403,449
William F. Lindqvist........................          28,226           236,091              264,317
All directors and executive officers as a
  group (22 persons)........................       6,803,046         2,408,317            9,211,363
Beneficial owners of more than 5% (August
  von Finck, August-Francois von Finck,
  Maria-Theresia von Finck,
  Luitpold-Ferdinand von Finck(3)...........      32,257,900                 0           32,257,900
Total.......................................      39,060,946         2,408,317           41,469,263
</Table>


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


(1) Beneficially owned Homestake common stock includes 6,411,776 Homestake
    common stock owned by Case, Pomeroy & Company, Inc. Mr. Clark is the
    Chairman, President and Chief Executive


                                      118
<Page>

    Officer and, with family members, is a principal shareholder of Case
    Pomeroy. The Homestake common stock owned by Mr. Clark, including the
    Homestake common stock owned by Case Pomeroy, represent approximately 2.44%
    of the Homestake voting stock (Homestake common stock and Homestake Canada
    exchangeable shares) outstanding as of October 30, 2001.



(2) Includes 400 shares of Homestake common stock held as custodian for an adult
    child. Mr. Thompson disclaims beneficial ownership of such Homestake common
    stock.



(3) August von Finck disclaims that he was the beneficial owner of more than
    21,000,000 shares of Homestake common stock, August-Francois von Finck
    disclaims that he was the beneficial owner of more than 3,000,000 shares of
    Homestake common stock, Maria-Theresia von Finck disclaims that she was the
    beneficial owner of more than 3,000,000 shares of Homestake common stock,
    and Luitpold-Ferdinand von Finck disclaims that he was the beneficial owner
    of more than 5,257,900 shares of Homestake common stock as of the record
    date, and each of them disclaims that he or she is a member of a "group"
    within the meaning of Section 13(d) of the Securities Exchange Act.


                                      119
<Page>
                      DESCRIPTION OF BARRICK SHARE CAPITAL

    Set forth below is a description of the Barrick share capital. The following
statements are brief summaries of, and are subject to the provisions of, the
articles of amalgamation and by-laws of Barrick and the relevant provisions of
the BUSINESS CORPORATIONS ACT (Ontario).

GENERAL

    Barrick's authorized share capital consists of an unlimited number of
Barrick common shares, an unlimited number of first preferred shares issuable in
series and an unlimited number of second preferred shares issuable in series.

BARRICK COMMON SHARES

    The holders of Barrick common shares are entitled to one vote for each share
on all matters submitted to a vote of shareholders and do not have cumulative
voting rights. The holders of Barrick common shares are entitled to receive
dividends if, as and when declared by the board of directors of Barrick in
respect of the Barrick common shares. Subject to the prior rights of the
holders, if any, of the first preferred shares and second preferred shares then
outstanding and of the shares then outstanding of any other class ranking senior
to the Barrick common shares, the holders of Barrick common shares are entitled
to share ratably in any distribution of the assets of Barrick upon liquidation,
dissolution or winding-up, after satisfaction of all debts and other
liabilities.

    The outstanding Barrick common shares are fully paid and nonassessable. The
rights, preferences and privileges of holders of Barrick common shares are
subject to the rights of the holders of shares of any series of first preferred
shares or second preferred shares that Barrick may issue in the future.

    There are no limitations contained in the articles or by-laws of Barrick or
the BUSINESS CORPORATIONS ACT (Ontario) on the ability of a person who is not a
Canadian resident to hold Barrick common shares or exercise the voting rights
associated with Barrick common shares.

PREFERRED SHARES

    First preferred shares and second preferred shares may be issued from time
to time in one or more series and the board of directors of Barrick, without
approval of the shareholders, is authorized to fix the rights, privileges,
restrictions and conditions to be attached to each such series of first
preferred shares or second preferred shares. The purpose of authorizing the
board of directors of Barrick to determine such rights, privileges, restrictions
and conditions is to eliminate delays associated with a shareholder vote on
specific issuances. The issuance of first preferred shares or second preferred
shares, while providing flexibility in connection with possible acquisitions and
other corporate purposes, could, among other things, adversely affect the voting
power of holders of Barrick common shares.

    As of the date of this document, there are no outstanding first preferred
shares or second preferred shares of any series. As described under "THE
MERGER--GENERAL," before the completion of the merger, Barrick will create a
special first preferred share designated as the first preferred share, series C
special voting share (which we refer to as the Barrick special voting share) to
effect the assumption by Barrick of the existing Homestake Canada exchangeable
share structure.

BARRICK SPECIAL VOTING SHARE


    The Barrick special voting share will function the same as the Homestake
special voting stock. The Barrick special voting share will be held of record by
Computershare Trust Company of Canada, the trustee under the voting, support and
exchange trust supplement. Each holder of Homestake Canada exchangeable shares,
other than Barrick and its subsidiaries, will be entitled to instruct the
trustee to cast a number of the votes equal to the number of Barrick common
shares for which the Homestake


                                      120
<Page>

Canada exchangeable shares held by such holder are exchangeable. Except as
otherwise required by applicable law, the holder of record of the Barrick
special voting share will have a number of votes equal to the number of
Homestake Canada exchangeable shares outstanding from time to time which are not
owned by Barrick or its subsidiaries, multiplied by 0.53. The holder of the
Barrick special voting stock will vote together with the holders of Barrick
common shares as a single class on all matters submitted to a vote of the
holders of the Barrick common shares, except as may be required by applicable
law. The holder of the Barrick special voting share will be entitled to receive,
in any distribution of property or assets of Barrick upon any liquidation,
dissolution or winding-up of Barrick, an amount equal to the stated capital of
the share plus all declared and unpaid dividends on the share, before any amount
is paid or distributed in respect of the Barrick common shares or any other
Barrick shares ranking junior to the Barrick special voting share. The holder of
the Barrick special voting share will be entitled to receive a dividend of
Cdn$0.04 per year. At such time as no Homestake Canada exchangeable shares
(other than Homestake Canada exchangeable shares owned by Barrick or any
subsidiary of Barrick) are outstanding and there are no shares, securities, debt
obligations, options or other agreements of Homestake Canada that could give
rise to the issuance of any Homestake Canada exchangeable shares to any person
(other than to Barrick or any subsidiary of Barrick), the Barrick special voting
share will be redeemed by Barrick.


TRANSFER AGENT AND REGISTRAR

    The Transfer Agent and Registrar for the Barrick common shares is
CIBC Mellon Trust Company.

                                      121
<Page>
                            SHAREHOLDER RIGHTS PLANS

    Barrick does not have a shareholder rights plan in place at this time.
Homestake and Homestake Canada have adopted shareholder rights plans which may
have the effect of hindering or delaying changes in corporate control.

HOMESTAKE RIGHTS PLAN

    On October 16, 1987, the Homestake board of directors adopted a rights
agreement and issued, as a dividend, one common share purchase right for each
outstanding share of Homestake common stock. On October 15, 1997, the Homestake
board amended the rights agreement and extended its expiration date to
October 15, 2007. One Homestake purchase right has also been issued with respect
to each share of Homestake common stock issued since the date of that dividend.

    Each Homestake purchase right entitles the holder to buy one one-hundredth
of a share of Series A preferred stock of Homestake at a price of $75, subject
to adjustment. These purchase rights will be exercisable after the earlier of:

    - such time as the Homestake board learns that a person or group has become
      an acquiring person, which is a person or group that has acquired 15% or
      more of the outstanding shares of Homestake common stock and the
      outstanding Homestake Canada exchangeable shares, considered as a single
      class; or

    - such date as may be designated by the Homestake board following the
      commencement of or first public disclosure of an intent to commence a
      tender offer or exchange offer that would result in a person acquiring 15%
      or more of the outstanding shares of Homestake common stock and the
      outstanding Homestake Canada exchangeable shares, considered as a single
      class.

    The occurrence of either of the foregoing actions is referred to below as a
distribution date.

    Upon a person becoming an acquiring person, each holder of a Homestake
purchase right will receive, upon exercise, the number of one-hundredths of a
share of Series A preferred stock equal to the result obtained by multiplying
the purchase price by a fraction, the numerator of which is one and the
denominator of which is 50% of the market value of one share of Homestake common
stock on that date, except that purchase rights owned by the acquiring person or
persons affiliated or associated with the acquiring person will be void.

    If, after the occurrence of a distribution date, Homestake is acquired in a
merger or other business combination, each Homestake purchase right will be
exercisable for shares of Homestake common stock or the number of the acquiring
company's shares of common stock, in each case, having a market value equal to
two times the exercise price of the Homestake purchase right.

    As soon as a person becomes an acquiring person, the Homestake board has the
discretion to automatically exchange purchase rights for one-half of the number
or value of securities that such rights would have enabled the holder to
purchase if he or she had actually exercised such right. The board may not cause
such an exchange to occur with respect to any rights held by any acquiring
person.

    Homestake may redeem the purchase rights at a price of $0.01 per purchase
right before any person or group becomes an acquiring person.

    In connection with the negotiation of the merger agreement, Barrick and
Homestake agreed that the Homestake board of directors would amend the Homestake
rights agreement before signing the merger agreement to permit the merger to be
completed and to cause the Homestake purchase rights to expire immediately
before the merger. Homestake amended the rights agreement on June 24, 2001.

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HOMESTAKE CANADA RIGHTS PLAN

    On December 3, 1998, the boards of directors of Homestake and Homestake
Canada adopted a rights agreement and issued, as a dividend, one share purchase
right for each outstanding Homestake Canada exchangeable share. The rights
conveyed by each purchase right issued under the Homestake Canada rights
agreement are the same as the purchase rights issued under the Homestake rights
agreement, but relate to the Homestake Canada exchangeable shares.

    In connection with the negotiation of the merger agreement, Barrick and
Homestake agreed that the boards of directors of Homestake and Homestake Canada
would amend the Homestake Canada rights agreement before signing the merger
agreement to permit the merger to be completed and to cause the Homestake Canada
purchase rights to expire immediately before the merger. Homestake and Homestake
Canada amended the rights agreement on June 24, 2001.

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          COMPARISON OF STOCKHOLDER RIGHTS UNDER THE DELAWARE GENERAL
          CORPORATION LAW AND THE BUSINESS CORPORATIONS ACT (ONTARIO)

    The rights of holders of Homestake common stock are currently governed by
the laws of Delaware, particularly the Delaware General Corporation Law,
Homestake's restated certificate of incorporation, as amended, referred to as
Homestake's charter, Homestake's by-laws and by the United States securities
laws. As a result of the merger, holders of Homestake common stock who receive
Barrick common shares will have the rights and privileges of such shares
governed by the BUSINESS CORPORATIONS ACT (Ontario), Barrick's Articles of
Amalgamation, as amended, referred to as the Barrick charter, Barrick's by-laws
and by the securities laws applicable in Canada. While the rights and privileges
of shareholders of a BUSINESS CORPORATIONS ACT (Ontario) corporation such as
Barrick are, in many instances, comparable to those of stockholders of a
Delaware corporation such as Homestake, there are material differences.

    The following is a summary of the material differences between the rights of
holders of Homestake common stock and those of holders of Barrick common shares
at the date hereof. These differences arise from differences between the
Delaware General Corporation Law and the BUSINESS CORPORATIONS ACT (Ontario) and
between Homestake's charter and Homestake's by-laws and Barrick's charter and
Barrick's by-laws.

    This summary does not purport to be complete and is qualified in its
entirety by reference to the Delaware General Corporation Law and the BUSINESS
CORPORATIONS ACT (Ontario) and the respective charters and by-laws of Homestake
and Barrick. Copies of the Barrick and Homestake charters and by-laws are hereby
incorporated by reference and will be sent to holders of Homestake common stock
upon request.

        VOTE REQUIRED FOR EXTRAORDINARY TRANSACTIONS, INCLUDING SALE OR
                       LEASE OF SUBSTANTIALLY ALL ASSETS

DELAWARE GENERAL CORPORATION LAW

    The Delaware General Corporation Law generally requires the affirmative vote
of the holders of a majority of the outstanding stock entitled to vote thereon
to adopt any merger or consolidation agreement or authorize any dissolution or
sale of all or substantially all of the assets of a corporation.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), extraordinary corporate
actions, such as an amalgamation with another corporation (other than an
amalgamation between a parent corporation and one or more of its wholly-owned
subsidiaries or between two or more of such subsidiaries), a continuance under
the laws of another jurisdiction, a sale, lease or exchange of all or
substantially all of the property of the corporation other than in the ordinary
course of business, and other extraordinary corporate actions, such as the
winding-up or dissolution of the corporation, are required to be approved by
special resolution. A special resolution is a resolution passed by at least
two-thirds of the votes cast at the special meeting of the shareholders to which
the resolution is submitted. A special resolution to approve an extraordinary
corporate action is also required in some cases to be approved separately by the
holders of a class or series of shares, including a class or series that does
not otherwise carry the right to vote (generally if such class or series is
affected differently from other shares by such action). A corporation may also
apply to a court for an order approving an arrangement, which can be any form of
corporate reorganization, including one or more of amendments to the articles of
incorporation, an exchange of the corporation's securities for securities, cash
or property of another corporation, an amalgamation, a transfer of all or
substantially all the property of the corporation to another corporation in
exchange for securities, money or other property

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of such other corporation, a liquidation or a dissolution. The court may make
such order as it considers appropriate with respect to such proposed
arrangement.

                        AMENDMENT TO GOVERNING DOCUMENTS

DELAWARE GENERAL CORPORATION LAW

    The Delaware General Corporation Law generally requires the affirmative vote
of the holders of a majority of the outstanding stock of each class entitled to
vote for any amendment to the certificate of incorporation. If an amendment
would:

    - increase or decrease the aggregate number of authorized shares of such
      class;

    - increase or decrease the par value of the shares of a class of stock; or

    - alter the powers, preferences or special rights of a particular class or
      series of stock so as to affect them adversely,

that class generally has the power to vote as a class notwithstanding the
absence of any specifically enumerated power in the certificate of
incorporation. If an amendment to the certificate of incorporation would alter
or change the powers, preferences or special rights of the shares of one or more
series of any class so as to affect them adversely, but would not so affect the
whole class, then only the shares of the series so affected by the amendment
will be entitled to vote as a separate class.

    In addition to the requirements of the Delaware General Corporation Law,
Homestake's charter requires the affirmative vote of at least 66 2/3% of the
holders of its Series A participating cumulative preferred stock, if issued
pursuant to the Homestake rights agreement, voting separately as a class, to
approve any amendment to Homestake's charter that would alter or change the
powers, preferences, rights or privileges of the holders of the Series A
participating cumulative preferred stock so as to affect them adversely.

    The Delaware General Corporation Law also states that the power to adopt,
amend or repeal the by-laws of a corporation shall be in the stockholders
entitled to vote, provided that the corporation in its certificate of
incorporation may confer such power on the board of directors in addition to the
stockholders. Homestake's charter expressly authorizes the Homestake board of
directors to adopt, amend or repeal the Homestake by-laws.

    Homestake's charter contains a provision which requires, if there is then a
related person, the affirmative vote of at least 80% of the total voting power
of the company and a majority of "unrelated" stockholders' stock to amend
provisions of Homestake's charter relating to business combinations with related
persons.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), an amendment to a
corporation's articles generally requires shareholder approval by special
resolution, which is a resolution passed by at least two-thirds of the votes
cast by shareholders who voted in respect of the resolution. In addition, under
the BUSINESS CORPORATIONS ACT (Ontario), if amendments to the articles of
incorporation directly or indirectly affect the rights of a particular class or
series of shares, that class or series is entitled to vote separately on the
amendment as a class, whether or not that class or series otherwise carries the
right to vote. Under the BUSINESS CORPORATIONS ACT (Ontario), unless the
articles or by-laws otherwise provide, the directors may, by resolution, make,
amend or repeal any by-law that regulates the business or affairs of a
corporation. Where the directors make, amend or repeal a by-law, they are
required under the BUSINESS CORPORATIONS ACT (Ontario) to submit the by-law,
amendment or repeal to the shareholders at the next meeting of shareholders, and
the shareholders may, by an ordinary resolution, which is a resolution

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passed by at least a majority of the votes cast by shareholders who voted in
respect of the resolution, confirm, reject or amend the by-law, amendment or
repeal.

                                APPRAISAL RIGHTS

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, holders of shares of stock who
follow prescribed statutory procedures have the right, in some circumstances, to
dissent from a merger or consolidation of the corporation and demand payment in
cash of the fair value of their shares, excluding any element of value arising
from the accomplishment or expectation of the merger, as determined by the Court
of Chancery of Delaware. The Delaware General Corporation Law grants appraisal
rights only in the case of mergers or consolidations and not in the case of a
sale or transfer of assets, unless otherwise provided in the certificate of
incorporation. Further, no appraisal rights are available for shares of any
class or series which are, at the record date fixed to determine the
stockholders who are entitled to notice of and to vote at the meeting of
stockholders called to act upon such transaction, listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by The National Association of Securities
Dealers, Inc. or held of record by more than 2,000 stockholders, unless the
agreement of merger or consolidation requires the holders of such class or
series to receive anything other than:

    - stock of the surviving corporation;

    - shares of stock or depository receipts in respect of shares of another
      corporation which are either listed on a national securities exchange or
      designated as a national market system security on an interdealer
      quotation system by The National Association of Securities Dealers, Inc.
      or held of record by more than 2,000 stockholders;

    - cash instead of fractional shares; or

    - some combination of the above.

BUSINESS CORPORATIONS ACT (Ontario)

    The BUSINESS CORPORATIONS ACT (Ontario) provides that shareholders entitled
to vote on specific matters are entitled to exercise dissenters rights and to be
paid the fair value of their shares. The BUSINESS CORPORATIONS ACT (Ontario)
does not distinguish for this purpose between listed and unlisted shares. Such
matters include the following:

    - any amalgamation (other than with one or more wholly-owned subsidiaries,
      or between one or more such subsidiaries);

    - an amendment to the articles to add, remove or change restrictions on the
      issue, transfer or ownership of shares;

    - an amendment to the articles to add, remove or change any restriction upon
      the business or businesses that the corporation may carry on or upon the
      powers the corporation may exercise;

    - a continuance under the laws of another jurisdiction;

    - a sale, lease or exchange of all or substantially all of the property of
      the corporation other than in the ordinary course of business;

    - an arrangement proposed by the corporation if the applicable court order
      permits a shareholder to dissent in connection with that arrangement; or

    - amendments to the articles of the corporation which require a separate
      vote by class or series.

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                               OPPRESSION REMEDY

DELAWARE GENERAL CORPORATION LAW

    The Delaware General Corporation Law does not provide specifically for an
oppression remedy.

BUSINESS CORPORATIONS ACT (Ontario)

    The BUSINESS CORPORATIONS ACT (Ontario) provides an oppression remedy that
enables a complainant to apply to a court for relief against specific kinds of
corporate conduct. The court may make any order it thinks fit to rectify the
matters complained of, if the court is satisfied that:

    - any act or omission of the corporation or an affiliate effects or
      threatens to effect a result;

    - the business or affairs of the corporation or an affiliate are, have been
      or are threatened to be carried on or conducted in a manner; or

    - the powers of the directors of the corporation or an affiliate are, have
      been or are threatened to be exercised in a manner

that is oppressive or unfairly prejudicial to, or that unfairly disregards the
interests of, any security holder, creditor, director or officer of the
corporation.

    A complainant entitled to apply for an oppression remedy can be:

    - a present or former registered holder or beneficial owner of securities of
      a corporation or any of its affiliates; or

    - any other person who, in the discretion of the court, is a proper person
      to make such an application.

                               DERIVATIVE ACTIONS

DELAWARE GENERAL CORPORATION LAW

    Derivative actions may be brought in Delaware by a stockholder on behalf of,
and for the benefit of, the corporation. The Delaware General Corporation Law
provides that a stockholder must aver in the complaint that he or she was a
stockholder of the corporation at the time of the transaction of which he or she
complains or that such stockholder's stock thereafter devolved upon such
stockholder by operation of law. A stockholder may not sue derivatively unless
he or she first makes demand on the board of directors of the corporation that
it bring suit and such demand has been refused, unless it is shown that such
demand would have been futile or such refusal was wrongful.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), a complainant (defined in the
same manner as for the purposes of the oppression remedy, as set out above) may
apply to the court for leave to bring an action in the name and on behalf of a
corporation or any subsidiary, or to intervene in an existing action to which
any such corporation or subsidiary is a party, for the purpose of prosecuting,
defending or discontinuing the action on behalf of such corporation or
subsidiary. Under the BUSINESS CORPORATIONS ACT (Ontario), no action may be
brought and no intervention in an action may be made unless the complainant has
given 14 days' notice to the directors of the corporation or its subsidiary of
the complainant's intention to apply to the court and the court is satisfied
that:

    - the directors of the corporation or its subsidiary will not bring,
      diligently prosecute or defend or discontinue the action;

    - the complainant is acting in good faith; and

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    - it appears to be in the interests of the corporation or its subsidiary
      that the action be brought, prosecuted, defended or discontinued.

    Under the BUSINESS CORPORATIONS ACT (Ontario), the court in connection with
a derivative action may make any order it thinks fit.

    A court may require a complainant to pursue a claim in respect of a wrong to
the corporation by way of a derivative action and a claim in respect of a wrong
to the complainant personally by way of the oppression remedy. However, in
limited circumstances, a complainant may be permitted to elect to pursue a claim
by way of either a derivative action or an oppression application, in which case
a complainant is likely to prefer the flexibility and absence of preconditions
of the oppression remedy.

                    SHAREHOLDER CONSENT INSTEAD OF A MEETING

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, unless otherwise provided in the
certificate of incorporation, any action required to be taken or that may be
taken at an annual or special meeting of stockholders may be taken without a
meeting if a consent in writing is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize such action at a meeting at which all shares entitled to vote were
present and voted. Homestake's charter prohibits action by written consent.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), shareholder action without a
meeting may be taken only by written resolution signed by all shareholders who
would be entitled to vote thereon at a meeting.

                             QUORUM OF SHAREHOLDERS

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, a quorum consists of a majority
of shares entitled to vote, present in person or represented by proxy, unless
the certificate of incorporation or by-laws provide otherwise, but in no event
may a quorum consist of less than one-third of shares entitled to vote at the
meeting. Homestake's by-laws provide that a quorum at any stockholders meeting
shall be a majority in voting power of the issued and outstanding stock of
Homestake entitled to vote at such meeting, present in person or by proxy.

BUSINESS CORPORATIONS ACT (Ontario)

    Barrick's by-laws provide that a quorum for any meeting of shareholders
shall be at least two persons present who hold or represent by proxy not less
than 20% of the total number of votes entitled to be cast at the meeting (except
for the purposes of choosing a chairman of the meeting and adjourning the
meeting, for which two persons present holding or representing by proxy at least
one share of Barrick are a sufficient quorum). These provisions are permitted by
the BUSINESS CORPORATIONS ACT (Ontario).

                              PAYMENT OF DIVIDENDS

DELAWARE GENERAL CORPORATION LAW

    The Delaware General Corporation Law permits a corporation, subject to
restrictions contained in the certificate of incorporation, to declare and pay
dividends out of surplus or, if there is no surplus, out of the net profits for
the fiscal year in which the dividend is declared and/or the preceding fiscal

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year, provided that the amount of capital of the corporation is not less than
the aggregate amount of the capital represented by the issued and outstanding
stock of all classes having a preference upon the distribution of assets. In
addition, the Delaware General Corporation Law generally provides that a
corporation may redeem or repurchase its shares only if such redemption or
repurchase would not impair the capital of the corporation and the capital of
the corporation is not impaired.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), a corporation may pay a
dividend by issuing fully paid shares of the corporation or options or rights to
acquire such shares. A corporation may also pay a dividend in money or property
unless there are reasonable grounds for believing that (1) the corporation is,
or would after the payment be, unable to pay its liabilities as they become due;
or (2) the realizable value of the corporation's assets would thereby be less
than the aggregate of its liabilities and stated capital of all classes. Under
the BUSINESS CORPORATIONS ACT (Ontario), a repurchase or redemption by the
corporation of its shares, or other reduction of capital, is generally subject
to solvency tests similar to those applicable to the payment of dividends, as
set out above.

                            DIRECTOR QUALIFICATIONS

DELAWARE GENERAL CORPORATION LAW

    The Delaware General Corporation Law does not impose any residency or other
director qualification requirements.

BUSINESS CORPORATIONS ACT (Ontario)

    A majority of the directors of a BUSINESS CORPORATIONS ACT (Ontario)
corporation generally must be resident Canadians and a majority of resident
Canadian directors must be present at a meeting to transact business. There are
some persons who are disqualified by the BUSINESS CORPORATIONS ACT (Ontario)
from being directors, such as bankrupts or persons under 18 years of age or of
unsound mind.

                         FIDUCIARY DUTIES OF DIRECTORS

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, the duty of care requires that
the directors act in an informed and deliberative manner and to inform
themselves, before making a business decision, of all material information
reasonably available to them. The duty of care also requires that directors
exercise care in overseeing and investigating the conduct of corporate
employees. The duty of loyalty may be summarized as the duty to act in good
faith, not out of self-interest, and in a manner which the directors reasonably
believe to be in the best interests of the corporation and its stockholders.

BUSINESS CORPORATIONS ACT (Ontario)

    Pursuant to the BUSINESS CORPORATIONS ACT (Ontario), the duty of loyalty
requires directors to act honestly and in good faith with a view to the best
interests of the corporation, and the duty of care requires that the directors
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.

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                      CALL OF SPECIAL SHAREHOLDER MEETING

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, written notice of any meeting of
stockholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder entitled to vote at such meeting
provided that, for a meeting held to vote on a merger, a minimum of 20 days,
notice is required and the holders or all stock, both voting and nonvoting, are
entitled to such notice. Under the Delaware General Corporation Law, meetings of
stockholders may be held at such place as may be designated in or in the manner
provided in the certificate of incorporation or by-laws, or, if not so
designated, as determined by the board of directors. Subject to the rights of
holders of Homestake preferred stock, if applicable, Homestake's charter and
by-laws require special meetings to be called by the Board of Directors, the
Chairman, the President, an authorized committee of the Board of Directors or by
stockholders having not less than seventy-five percent (75%) of the total voting
power of all outstanding shares of Homestake stock.

BUSINESS CORPORATIONS ACT (Ontario)

    The BUSINESS CORPORATIONS ACT (Ontario) provides that shareholder meetings
may be called by the board of directors, and must be called by the board of
directors, when so requisitioned by holders of not less than 5% of the issued
shares of the corporation that carry the right to vote at the meeting sought. A
court may also order, in its discretion, the calling of a meeting upon the
application of a director or a shareholder entitled to vote at the meeting.

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

DELAWARE GENERAL CORPORATION LAW

    The Delaware General Corporation Law provides that a corporation may
indemnify its present and former directors, officers, employees and agents,
each, an "indemnitee," who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against all reasonable expenses including attorneys fees and
against all judgments, fines and amounts paid in settlement in actions brought
against them, if such indemnitee acted in good faith and in a manner which he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, and in the case of a criminal proceeding, had no reasonable cause
to believe that his or her conduct was unlawful, except that no indemnification
shall be made in respect of an action initiated by, or in the right of the
corporation, with respect to any, claim, issue or matter that such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which such action was
brought determines that, despite the adjudication of liability but in view of
all the circumstances, such person is fairly and reasonably entitled to
indemnity for expenses as such court deems proper. The Delaware General
Corporation Law provides that a corporation shall indemnify a present or former
director or officer to the extent that he or she is successful on the merits or
otherwise in the defense of any claim, issue or matter associated with such an
action. Homestake's by-laws require indemnification of, and advancement of
expenses to, directors and officers to the fullest extent permitted by
applicable law.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), a corporation may indemnify a
director or officer, a former director or officer or a person who acts or acted
at the corporation's request as a director or officer of another corporation of
which the corporation is or was a shareholder or creditor, and his or

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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 the corporation or such other corporation,
if: (1) he or she acted honestly and in good faith with a view to the best
interests of the corporation; and (2) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
or she had reasonable grounds to believe that his or her conduct was lawful. Any
such person is entitled to such indemnity from the corporation if he or she was
substantially successful on the merits in his or her defense of the action or
proceeding and fulfilled the conditions set out in (1) and (2) above. A
corporation may, with the approval of a court, also indemnify any such person in
respect of an action by or on behalf of the corporation or such other
corporation to procure a judgment in its favor, to which such person is made a
party by reason of being or having been a director or officer of the corporation
or such other corporation, if he or she fulfills the conditions set out in
(1) and (2) above. Barrick's by-laws require Barrick to indemnify the persons
permitted to be indemnified by the provisions of the BUSINESS CORPORATIONS ACT
(Ontario) summarized above and authorize Barrick to execute indemnity agreements
in favor of such persons, to the fullest extent permitted by the BUSINESS
CORPORATIONS ACT (Ontario).

                               DIRECTOR LIABILITY

DELAWARE GENERAL CORPORATION LAW

    The Delaware General Corporation Law provides that the certificate of
incorporation may include a provision which limits or eliminates the personal
liability of directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director except for liability for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, breach of the duty of loyalty, the payment of unlawful
dividends or expenditure of funds for unlawful stock purchases or redemption or
transactions from which such director derived an improper personal benefit.
Homestake's charter contains a provision so limiting the liability of its
directors.

BUSINESS CORPORATIONS ACT (Ontario)

    The BUSINESS CORPORATIONS ACT (Ontario) provides that no provision in a
contract, the articles, the by-laws or a resolution relieves a director or
officer from the duty to act in accordance with the BUSINESS CORPORATIONS ACT
(Ontario) or relieves him or her from liability for a breach of that duty. The
by-laws of Barrick provide protections from liability to directors and officers
of Barrick, as long as they have not breached their duties under the BUSINESS
CORPORATIONS ACT (Ontario).

        ANTI-TAKEOVER PROVISIONS AND INTERESTED SHAREHOLDER TRANSACTIONS

DELAWARE GENERAL CORPORATION LAW

    Section 203 of the Delaware General Corporation Law generally provides that
a Delaware corporation may not engage in a "business combination" with an
"interested stockholder" for a period of three years following the time the
person became an interested stockholder, unless:

    - the board of directors of the corporation approved, before the time such
      person became an interested stockholder, either the business combination
      or the transaction that resulted in the person becoming an interested
      stockholder;

    - upon consummation of the transaction that resulted in the person becoming
      an interested stockholder, that person owns at least 85% of the
      corporation's voting stock outstanding at the time the transaction is
      commenced, excluding shares owned by persons who are directors and
      officers and shares owned by employee stock plans in which participants do
      not have a right to determine confidentially whether shares will be
      tendered in a tender or exchange offer; or

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    - at or after the time the person became an interested stockholder, the
      business combination is approved by the board of directors and authorized
      by the affirmative vote, at an annual or special meeting and not by
      written consent, of at least two-thirds of the outstanding voting stock
      not owned by the interested stockholder.

    An "interested stockholder" is generally defined as a person that is the
owner of 15% or more of the outstanding voting stock of the corporation. For the
purposes of determining whether a person is the "owner" of 15% or more of a
corporation's voting stock for these purposes, ownership is defined generally to
include direct and indirect beneficial ownership and the right, directly or
indirectly, to acquire the stock or to control the voting of the stock. A
"business combination" is also defined generally to include:

    - mergers or consolidations with and sales or other dispositions of 10% or
      more of the assets of a corporation with or to an interested stockholder;

    - transactions resulting in the issuance or transfer to the interested
      stockholder of any stock of the corporation or its subsidiaries;

    - transactions which would result in increasing the proportionate share of
      the stock of a corporation or its subsidiaries owned by the interested
      stockholder; and

    - receipt by the interested stockholder of the benefit, except
      proportionately as a stockholder, of any loans, advances, guarantees,
      pledges or other financial benefits.

    These restrictions placed on interested stockholders do not apply under all
circumstances, such as, but not limited to, the following:

    - the corporation's original certificate of incorporation contains a
      provision expressly electing not to be governed by the relevant the
      Delaware General Corporation Law section; or

    - the corporation, by action of its stockholders, adopts an amendment to its
      by-laws or certificate of incorporation expressly electing not to be
      governed by such section, provided that such an amendment is approved by
      the affirmative vote of a majority of the outstanding shares entitled to
      vote and in general that such an amendment will not be effective until
      12 months after its adoption and will not apply to any business
      combination with a person who became an interested stockholder at or
      before such adoption.

    Homestake's charter and Homestake's by-laws do not contain any provision
electing not to be governed by Section 203 of the Delaware General Corporation
Law.

    In addition, the Homestake charter contains a "fair price" provision. This
provision applies to mergers and other types of business combinations with
related persons. A related person is any person who owns, alone or with specific
other persons, or owned within the preceding five years, 10% or more of the
Homestake shares outstanding, or of the Homestake voting stock. The fair price
provision broadly defines business combinations to include mergers,
reorganizations, sales of assets, issuances of securities, mortgages, leases,
and a variety of other transactions that involve the securities or assets of
Homestake.

    The fair price provision requires a business combination between Homestake
and a related person to meet specific alternative criteria. If none of these
criteria are met, such transaction must be approved by (1) at least 80% of
Homestake stock entitled to vote on the matter and (2) at least 50% of the
voting stock held by persons other than related persons. If any one of the
following alternative criteria is met, then the special voting requirements do
not apply:

    - if the business combination is approved by the Homestake board before the
      related person first became a related person;

                                      132
<Page>
    - if the Homestake board unanimously approves in advance the related person
      becoming a related person and the business combination is then approved by
      the Homestake board after the related person became a related person;

    - if the business combination involves only Homestake and one of its
      subsidiaries (50% or more of the voting stock of which is owned by
      Homestake and none of which is owned by a related person) and all
      stockholders are treated equally and receive or retain common stock in the
      surviving corporation or other party to the business combination; or

    - if all of the following conditions are satisfied:

       - the value received for each share of Homestake must at least equal the
         higher of the following two values:

           - the highest price paid by the related person to acquire any shares
             of Homestake, or

           - the percentage premium above the market price of Homestake shares
             that the related person paid to acquire any shares immediately
             before announcing the proposed business combination (as long as
             that value does not exceed two times the measure of value stated
             immediately above); and

       - after becoming a related person, but before closing the transaction:

           - the related person must not have acquired any newly issued shares,
             and

           - the related person must not have received any financial assistance
             from Homestake (and must not have benefited from any change in
             Homestake's equity structure); and

       - a valid proxy statement must be used to solicit stockholder approval of
         the transaction. The proxy statement must include the following:

           - any recommendation made by Homestake's "outside" directors, and

           - a reputable national investment banking firm's opinion regarding
             the fairness of the transaction from a financial point of view.

    The fair price provision also provides that if there is a related person,
the fair price provision cannot be amended or repealed unless such a change:

    - is approved by at least 80% of the total voting power of Homestake stock;
      and

    - also approved by a majority of the total voting power of Homestake stock
      held by holders who are independent of the related person.

BUSINESS CORPORATIONS ACT (Ontario)

    The BUSINESS CORPORATIONS ACT (Ontario) does not contain a provision
comparable to the Delaware General Corporation Law Section 203 with respect to
business combinations. However, Canadian securities regulators have adopted
requirements in connection with related party transactions, such as Rule 61-501
of the Ontario Securities Commission. A related party transaction generally
includes any transaction by which an issuer, directly or indirectly, acquires an
asset, or subscribes for a security, from a related party, or transfers an asset
or issues a security to a related party, assumes or forgives a liability of a
related party, by any means in any one or any combination of transactions.
"Related party" is defined to include, in relation to the issuer or a related
party involved in the transaction, directors, senior officers and holders of
securities sufficient to affect materially the control of the issuer or of such
other party, or persons beneficially owning or exercising control or direction
over more than 10% of the voting securities of the issuer or of such other
party.

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<Page>
    Rule 61-501 requires more detailed disclosure in the proxy material sent to
security holders in connection with a related party transaction and, subject to
exemptions, the preparation by an independent valuer of a formal valuation of
the subject matter of the related party transaction and any non-cash
consideration offered and the inclusion of a summary of the valuation in the
proxy material. It also requires, subject to exemptions, that the shareholders
of the issuer, other than related parties, separately approve the transaction,
by either a simple majority or two-thirds of the votes cast, depending on the
circumstances.

    These requirements of Canadian securities regulators provide, in addition to
specified exemptions, for discretion to be exercised by such regulators to
exempt parties from some or all of such requirements, with or without
conditions, where such regulators consider it to be consistent with the public
interest to do so. In general, these requirements of Canadian securities laws
are administered and enforced by securities regulators rather than by the courts
and the basis upon which such regulators take jurisdiction over a matter and the
remedies that may be available differ significantly from those applicable to
requirements of corporate law contained in the BUSINESS CORPORATIONS ACT
(Ontario).

                         ANNUAL MEETING OF SHAREHOLDERS

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, unless directors are elected by
written consent in accordance with the Delaware Corporation Law, a corporation
must hold an annual meeting of stockholders for the election of directors on the
date and time designated by or in the manner provided in the by-laws. If the
corporation does not hold an annual meeting to elect directors or fails to take
action to elect directors instead of an annual meeting for a period of 30 days
after the date designated for the annual meeting, or if no date has been
designated for a period of 13 months after the last annual meeting or the last
action by written consent to elect directors, the Court of Chancery may order a
meeting to be held upon the application of a stockholder or director.
Homestake's by-laws provide that the Homestake board will designate the date and
time of each year's annual meeting.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), the directors of a
corporation must call an annual meeting not later than 15 months after holding
the last preceding annual meeting.

                             SHAREHOLDER PROPOSALS

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, stockholder proposal procedures
may be governed by a corporation's by-laws. Under Homestake's by-laws, business
is properly brought before an annual meeting by a stockholder if Homestake
receives timely notice from the stockholder. To be timely a stockholder's notice
must be received by Homestake not less than 75 days nor more than 180 days
before the anniversary date of the immediately preceding annual meeting;
provided, however, that if the date of the annual meeting is more than 30 days
earlier or more than 30 days later than the anniversary date of the immediately
preceding annual meeting, notice by the stockholder must be received not earlier
than the 180th day before such annual meeting and not later than the close of
business on the later of the 75th day before such annual meeting or the 10th day
following the day on which public announcement of the date of such meeting is
first made. Shareholder notices must state:

    - a brief description of the business desired to be brought before the
      annual meeting and the reasons for conducting such business at the annual
      meeting; and

                                      134
<Page>
    - the name and address of the stockholders proposing such business as they
      appear on Homestake's books.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), a shareholder entitled to
vote at a meeting of shareholders may submit to the corporation a proposal
consisting of matters that the shareholder proposes to raise at the meeting.
Upon receipt of such a proposal, a corporation that solicits proxies shall set
out the proposal in the management proxy circular and, if requested by the
shareholder, include in the management proxy circular a statement by the
shareholder of not more than 200 words in support of the proposal, and the name
and address of the shareholder. A corporation may, within 10 days after
receiving a shareholder proposal, notify the shareholder of its intention to
omit the proposal from the management proxy circular if:

    - the proposal is not submitted at least 60 days before the anniversary date
      of the previous annual meeting or 60 days before the date of the special
      meeting at which the matter is proposed to be raised, as applicable;

    - it clearly appears that the proposal is submitted by the shareholder
      primarily for the purpose of enforcing a personal claim or redressing a
      personal grievance against the corporation or any of its directors,
      officers or security holders, or for a purpose that is not related in any
      significant way to the business or affairs of the corporation;

    - the corporation, in the previous two years, included a proposal in a
      management proxy circular at the request of the shareholder and the
      shareholder failed to present the proposal at the meeting; or

    - substantially the same proposal was submitted to shareholders within the
      past two years and the proposal was defeated.

                          ACCESS TO CORPORATE RECORDS

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, any stockholder of a Delaware
corporation who follows prescribed statutory procedures may examine the list of
stockholders and other corporate books and records during ordinary business
hours for any purpose reasonably related to the stockholder's interest as a
stockholder.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), shareholders, creditors,
their agents and legal representatives may examine the articles, by-laws,
minutes of meetings and resolutions of shareholders, register of directors and
securities register of the corporation during usual business hours and take
extracts from these documents, free of charge. Shareholders and others have the
right to obtain a shareholder list, upon payment of a reasonable fee, as long as
such list is used only in connection with an effort to influence voting by
shareholders of the corporation, an offer to acquire shares of the corporation
or any other matter relating to the affairs of the corporation.

                               PREEMPTIVE RIGHTS

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, a stockholder lacks preemptive
rights unless they are specifically granted in the corporation's certificate of
incorporation. Homestake's charter does not grant preemptive rights.

                                      135
<Page>
BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), if the articles of a
corporation so provide, no shares of a class or series shall be issued unless
the shares have first been offered to shareholders holding shares of that class
or series (or another class or series) and on such terms as are provided
therein. The articles of Barrick do not provide for any such preemptive rights.

                             DIRECTOR REQUIREMENTS

DELAWARE GENERAL CORPORATION LAW

    The Delaware General Corporation Law permits the certificate of
incorporation or the by-laws of a corporation to fix the number of directors.
However, if the certificate of incorporation fixes the number of directors, that
number may not be changed without amending the certificate of incorporation.
Subject to the rights of Homestake preferred stock to elect directors,
Homestake's charter allows the number of directors to be fixed by Homestake's
by-laws. Homestake's by-laws state that the Homestake board shall consist of
eight directors.

    The Delaware General Corporation Law permits the certificate of
incorporation to divide the board of directors into 1, 2 or 3 classes.
Homestake's charter classifies the Homestake board of directors into three
classes with the term of office of the directors of one class expiring in each
year with each director serving a three-year term. Accordingly, only one-third
of Homestake's directors are up for election at any annual meeting of
stockholders for the election of directors.

BUSINESS CORPORATIONS ACT (Ontario)


    Under the BUSINESS CORPORATIONS ACT (Ontario), the number of directors is
set out in the articles of the corporation. The BUSINESS CORPORATIONS ACT
(Ontario) requires, however, that a corporation whose securities are publicly
traded have not fewer than three directors, at least one-third of whom are not
officers or employees of the corporation or any of its affiliates. However,
where the articles provide for a minimum and maximum number of directors, the
shareholders may authorize the directors by special resolution to determine the
number of directors from time to time. The articles of Barrick provide for a
minimum of five and a maximum of 20 directors. The directors of Barrick have
been authorized by special resolution to set the number of directors from time
to time and such number has currently been set at 12. It is contemplated that
the number will be increased to 13 upon completion of the merger: see "BARRICK
BOARD FOLLOWING THE MERGER" (page 114).


                         VACANCY ON BOARD OF DIRECTORS

DELAWARE GENERAL CORPORATION LAW

    In general, subject to exception for directors elected by a specific class
or series of stock, under the Delaware General Corporation Law, vacancies and
newly created directorships may be filled by a majority of the directors then in
office, even though less than a quorum, or by a sole remaining director unless
otherwise provided in the certificate of incorporation or the by-laws. In
general, under the Delaware General Corporation Law, whenever holders of any
class or series of stock are entitled to elect one or more directors, vacancies
and newly created directorships of such class or series may be filled by a
majority of the directors elected by such class or series of stock then in
office, or by a sole remaining director so elected. However, the Delaware
General Corporation Law also provides that if the directors then in office
constitute less than a majority of the whole board, the Court of Chancery may,
upon application of any stockholder or stockholders holding at least 10% of the
total number of shares at the time outstanding and entitled to vote for
directors, order an election of directors to be held to fill any such vacancies
or newly created directorships, or to replace directors chosen by the directors
then in office as provided above.

                                      136
<Page>
BUSINESS CORPORATIONS ACT (Ontario)

    Generally, under the BUSINESS CORPORATIONS ACT (Ontario), if a vacancy
occurs in the board of directors, the remaining directors, if constituting a
quorum, may appoint a qualified person to fill the vacancy for the remainder of
the vacating director's term. In the absence of a quorum, the remaining
directors shall call a meeting of shareholders to fill the vacancy. If the
shareholders have authorized the directors by special resolution to determine
the number of directors (the directors of Barrick have such authority), the
directors may not between meetings of shareholders appoint additional directors
to fill vacancies created by increasing the number of directors if the total
number of directors would thereby exceed by more than one-third the number of
directors required to have been elected at the last annual meeting.

                              REMOVAL OF DIRECTORS

DELAWARE GENERAL CORPORATION LAW

    In general, subject to exception for directors elected by a specific class
of stock, under the Delaware General Corporation Law, a director or the entire
board of directors may be removed with or without cause by the majority of the
shares then entitled to vote at an election of directors. Unless the certificate
of incorporation otherwise provides, if the board of directors is classified,
then the stockholders may remove a director or the entire board of directors
only for cause. As discussed above in the section entitled "DIRECTOR
REQUIREMENTS", Homestake's board of directors is classified.

BUSINESS CORPORATIONS ACT (Ontario)

    Under the BUSINESS CORPORATIONS ACT (Ontario), the shareholders of a
corporation may, by resolution passed by a majority of the votes cast thereon at
a meeting of shareholders, remove any director from office and may elect any
qualified person to fill the resulting vacancy.

                     TRANSACTIONS WITH INTERESTED DIRECTORS

DELAWARE GENERAL CORPORATION LAW

    Under the Delaware General Corporation Law, a contract or transaction
between a corporation and director or officer with a financial interest in the
contract or transaction is not void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee of the board which authorizes such contract or
transaction, or solely because any such director's or officer's votes are
counted for such purpose, if:

    - the material facts of the director's or officer's relationship or interest
      in the contract or transaction are disclosed to or known by the board of
      directors and the board of directors authorizes the contract or
      transaction in good faith by the affirmative votes of a majority of the
      disinterested directors;

    - the material facts of the director's or officer's relationship or interest
      in the contract or transaction are disclosed to or known by the
      stockholders entitled to vote on the matter and the stockholders authorize
      the contract or transaction in good faith; or

    - the contract or transaction is fair to the corporation at the time it is
      authorized, approved or ratified by the board of directors, a committee of
      the board or the stockholders.

BUSINESS CORPORATIONS ACT (Ontario)

    The BUSINESS CORPORATIONS ACT (Ontario) requires that a director or officer
of a corporation who (1) is a party to a material contract or transaction or
proposed material contract or transaction with the corporation, or (2) is a
director or an officer of, or has a material interest in, any person who is a
party

                                      137
<Page>
to a material contract or transaction or proposed material contract or
transaction with the corporation shall disclose in writing to the corporation or
request to have entered in the minutes of meetings of directors the nature and
extent of his or her interest. An interested director is prohibited from voting
on a resolution to approve the contract or transaction except in specific
circumstances, such as a contract or transaction relating primarily to his or
her remuneration, a contract or transaction for indemnification or liability
insurance of the director, or a contract or transaction with an affiliate of the
corporation. If a director or officer has disclosed his or her interest in
accordance with the BUSINESS CORPORATIONS ACT (Ontario) and the contract or
transaction was reasonable and fair to the corporation at the time it was
approved, the director or officer is not accountable to the corporation or its
shareholders for any profit or gain realized from the contract or transaction
and the contract or transaction is neither void nor voidable by reason only of
the interest of the director or officer or that the director is present at or is
counted to determine the presence of a quorum at the meeting of directors that
authorized the contract or transaction. The BUSINESS CORPORATIONS ACT (Ontario)
further provides that even if a director or officer does not disclose his or her
interest in accordance with the BUSINESS CORPORATIONS ACT (Ontario), or (in the
case of a director) votes in respect of a resolution on a contract or
transaction in which he or she is interested contrary to the BUSINESS
CORPORATIONS ACT (Ontario), if the director or officer acted honestly and in
good faith and the contract or transaction was reasonable and fair to the
corporation at the time it was approved, the director or officer is not
accountable to the corporation or to its shareholders for any profit or gain
realized from the contract or transaction by reason only of his or her holding
the office of director or officer and the contract or transaction is not by
reason only of the director's or officer's interest therein void or voidable, if
the contract or transaction has been confirmed or approved by the shareholders
by special resolution, on the basis of disclosure in reasonable detail of the
nature and extent of the director's or officer's interest in the notice of
meeting or management proxy circular.

    The articles and by-laws of Barrick do not restrict the powers of the board
of directors to deal with executive compensation in the absence of an
independent quorum.

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<Page>
                             STOCKHOLDER PROPOSALS

    If the merger is not consummated, the Homestake 2002 annual meeting of
stockholders will be held on April 26, 2002 unless the date is changed by the
board of directors. If you are a stockholder and you want to include a proposal
in the proxy statement for the year 2002 annual meeting, you need to provide it
to us by no later than November 27, 2001. You should direct any proposals to our
Corporate Secretary at Homestake's principal office in Walnut Creek, California.
If you want to present a matter of business to be considered at the year 2002
annual meeting, under Homestake's by-laws you must give timely notice of the
matter, in writing, to our Corporate Secretary. To be timely, the notice has to
be given between October 29, 2001 and February 11, 2002.

                                    EXPERTS

    The consolidated financial statements of Barrick incorporated in this proxy
statement/prospectus by reference have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
PricewaterhouseCoopers LLP has acted as auditor for Barrick since 1984.


    The consolidated financial statements of Homestake incorporated in this
proxy statement/ prospectus by reference to Homestake's Amended Annual Report on
Form 10-K/A for the year ended December 31, 2000 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in accounting and auditing.
PricewaterhouseCoopers LLP has acted as auditor for Homestake since 1993.


                                 LEGAL MATTERS

    The validity of the issuance of the Barrick common shares to be issued
pursuant to the merger will be passed upon for Barrick by Davies Ward
Phillips & Vineberg LLP, Toronto, Ontario, Canada.

    U.S. federal income tax consequences of the merger will be passed upon for
Homestake by Cravath, Swaine & Moore, New York, New York.

                      WHERE YOU CAN FIND MORE INFORMATION

    Barrick and Homestake file reports, proxy statements and other information
with the Securities and Exchange Commission as required by the Securities
Exchange Act of 1934, as amended. Barrick is a "foreign private issuer" and,
under the rules adopted under the Securities Exchange Act, is exempt from some
of the requirements of that Act, including the proxy and information provisions
of Section 14 and the reporting and liability provisions applicable to officers,
directors and significant shareholders under Section 16 of that Act.

    You may read and copy reports, proxy statements and other information filed
by Barrick and Homestake with the Securities and Exchange Commission at the
Securities and Exchange Commission public reference room located at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.

    You may obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at 1-800-SEC-0330. You may also
obtain copies of the materials described above at prescribed rates by writing to
the Securities and Exchange Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549.

    Homestake files its reports, proxy statements and other information
electronically with the Securities and Exchange Commission. You may access
information on Homestake at the Securities and

                                      139
<Page>
Exchange Commission web site containing reports, proxy statements and other
information at: http://www.sec.gov.

    Although Barrick files reports with the Securities and Exchange Commission,
it does not file them electronically. Barrick does, however, file reports,
statements and other information with the Canadian provincial securities
administrators, which are available at various of the Canadian provinces'
securities administrators' public reference rooms. Barrick filings are also
electronically available to the public from the Canadian System for Electronic
Document Analysis and Retrieval, the Canadian equivalent of the Securities and
Exchange Commission EDGAR system, at http://www.sedar.com.


    Reports, proxy statements and other information also are available for
inspection at the offices of the New York Stock Exchange for Barrick and
Homestake. After the merger, Barrick will furnish to you the same periodic
reports that it currently furnishes to Barrick shareholders, including audited
annual consolidated financial statements and unaudited quarterly consolidated
financial statements, unless you notify Barrick of your desire not to receive
these reports, as well as proxy statements and related materials for annual and
special meetings of shareholders. In addition, you will be able to request
Barrick's Amended Annual Report on Form 40-F/A.


    Barrick filed a registration statement on Form F-4 to register with the
Securities and Exchange Commission the Barrick common shares to be issued to
holders of Homestake common stock, holders of Homestake CHESS depository
interests and holders of Homestake Canada exchangeable shares (assuming that
such holders of exchangeable shares elect to exchange those shares for shares of
Homestake common stock) in the merger. This document is a part of that
registration statement and constitutes the prospectus of Barrick in addition to
being a proxy statement to the Homestake stockholders.

    As allowed by Securities and Exchange Commission rules, this document does
not contain all of the information you can find in the registration statement or
the exhibits to the registration statement. Please refer to the registration
statement for further information with respect to Barrick, Homestake and the
Barrick common shares to be issued.

    The Securities and Exchange Commission allows Barrick and Homestake to
"incorporate by reference" the information filed with the Securities and
Exchange Commission, which means that Barrick and Homestake can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this document,
and information that Barrick and Homestake file later with the Securities and
Exchange Commission will automatically update and supersede this information.
Barrick and Homestake incorporate by reference the documents listed below and
any future filings Barrick and Homestake may make with the Securities and
Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act between the date of this document and the merger. These documents
contain important information about the companies and their financial condition.

    Information and statements contained in this document, or any document
incorporated by reference in this document, are qualified in all respects by
reference to the copy of the relevant contract or other document filed as an
exhibit to this document or incorporated in this document by reference.

    All information contained in this document or incorporated in this document
by reference relating to Barrick has been supplied by Barrick, and all such
information relating to Homestake has been

                                      140
<Page>
supplied by Homestake. Information provided by either of us does not constitute
any representation, estimate or projection of the other.


<Table>
<Caption>
BARRICK SEC FILINGS (FILE NO. 1-9059)     PERIOD
- -------------------------------------     ------
<S>                                       <C>
Amended Annual Report on Form 40-F/A....  Year ended December 31, 2000; filed November 9, 2001.
Annual Report on Form 40-F..............  Year ended December 31, 1998; filed April 6, 1999.
Proxy Statement for Barrick.............  Dated March 29, 2001.
Report on Form 6-K......................  Filed November 9, 2001.
Report on Form 6-K......................  Filed November 9, 2001.
Report on Form 6-K......................  Filed November 9, 2001.
Report on Form 6-K......................  Filed October 4, 2001.
Report on Form 6-K......................  Filed July 10, 2001.
Report on Form 6-K......................  Filed June 27, 2001.
Report on Form 6-K......................  Filed May 8, 2001.
Report on Form 6-K......................  Filed November 12, 2001.
Report on Form 6-K......................  Filed April 9, 2001.
</Table>



<Table>
<Caption>
HOMESTAKE SEC FILINGS (FILE NO. 1-8736)   PERIOD
- ---------------------------------------   ------
<S>                                       <C>
Amended Annual Report on Form 10-K/A....  Year ended December 31, 2000; filed November 9, 2001.
Amended Quarterly Report on Form
  10-Q/A................................  Quarter ended June 30, 2001; filed November 9, 2001.
Amended Quarterly Report on
  Form 10-Q/A...........................  Quarter ended March 31, 2001; filed November 9, 2001.
Proxy Statement for Homestake...........  Dated March 27, 2001; filed March 29, 2001.
Current Report on Form 8-K..............  Filed July 3, 2001.
Current Report on Form 8-K..............  Filed June 27, 2001.
</Table>


    If you would like additional copies of this document or any of the documents
incorporated by reference into this document, or if you have questions about the
merger, you should contact:

<Table>
    <S>                                   <C>
    Barrick Gold Corporation              Homestake Mining Company
    Royal Bank Plaza, South Tower         1600 Riviera Avenue, Suite 200
    200 Bay Street, Suite 2700            Walnut Creek, California 94596-3568
    P.O. Box 119                          (925) 817-1300
    Toronto, Ontario M5J 2J3              Attention: Wayne Kirk
    Canada                                         Vice President, General Counsel
    (416) 861-9911                                 and Corporate Secretary
    Attention: Patrick Garver
             Executive Vice President
             and General Counsel
</Table>

                                      141
<Page>
                                                                         ANNEX A

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

                          AGREEMENT AND PLAN OF MERGER

                           DATED AS OF JUNE 24, 2001,
                                     AMONG
                           BARRICK GOLD CORPORATION,
                            HAVANA ACQUISITION INC.
                                      AND
                            HOMESTAKE MINING COMPANY

                       AS AMENDED AS OF OCTOBER 19, 2001

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Page>
                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                                        PAGE
                                                                                      --------
<S>                     <C>                                                           <C>
Parties and Recitals................................................................

                                          ARTICLE I
                                          THE MERGER

SECTION 1.01.           The Merger..................................................     A-1
SECTION 1.02.           Closing.....................................................     A-1
SECTION 1.03.           Effective Time of the Merger................................     A-2
SECTION 1.04.           Effects of the Merger.......................................     A-2
SECTION 1.05.           Certificate of Incorporation and By-laws....................     A-2
SECTION 1.06.           Directors...................................................     A-2
SECTION 1.07.           Officers....................................................     A-2

                                          ARTICLE II
                       EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
                      CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

SECTION 2.01.           Effect on Capital Stock.....................................     A-2
SECTION 2.02.           Exchange of Certificates....................................     A-3
SECTION 2.03.           Treatment of Exchangeable Shares............................     A-5

                                         ARTICLE III
                                REPRESENTATIONS AND WARRANTIES

SECTION 3.01.           Representations and Warranties of the Company...............     A-7
SECTION 3.02.           Representations and Warranties of Parent and Sub............    A-18

                                          ARTICLE IV
                          COVENANTS RELATING TO CONDUCT OF BUSINESS

SECTION 4.01.           Conduct of Business.........................................    A-25
SECTION 4.02.           No Solicitation by the Company..............................    A-28

                                          ARTICLE V
                                    ADDITIONAL AGREEMENTS

SECTION 5.01.           Preparation of Form F-4 and the Proxy Statement; Company
                          Stockholders Meeting......................................    A-29
SECTION 5.02.           Letter of the Company's Accountants.........................    A-30
SECTION 5.03.           Letter of Parent's Accountants..............................    A-30
SECTION 5.04.           Access to Information; Confidentiality......................    A-30
SECTION 5.05.           Reasonable Efforts; Notification............................    A-30
SECTION 5.06.           Rights Agreements; Consequences if Rights Triggered.........    A-31
SECTION 5.07.           Company Stock Options.......................................    A-32
SECTION 5.08.           Benefit Plans...............................................    A-33
SECTION 5.09.           Indemnification.............................................    A-35
SECTION 5.10.           Fees and Expenses...........................................    A-35
SECTION 5.11.           Public Announcements........................................    A-35
SECTION 5.12.           Tax and Accounting Treatment................................    A-35
SECTION 5.13.           Affiliates..................................................    A-36
SECTION 5.14.           Stock Exchange Listings.....................................    A-36
SECTION 5.15.           Alternative Structure.......................................    A-36
</Table>

                                      A-i
<Page>


<Table>
<Caption>
                                                                                        PAGE
                                                                                      --------
<S>                     <C>                                                           <C>

                                          ARTICLE VI
                                     CONDITIONS PRECEDENT

SECTION 6.01.           Conditions to Each Party's Obligation To Effect the
                          Merger....................................................    A-36
SECTION 6.02.           Conditions to Obligations of Parent and Sub.................    A-37
SECTION 6.03.           Conditions to Obligation of the Company.....................    A-38

                                         ARTICLE VII
                              TERMINATION, AMENDMENT AND WAIVER

SECTION 7.01.           Termination.................................................    A-39
SECTION 7.02.           Effect of Termination.......................................    A-40
SECTION 7.03.           Amendment...................................................    A-40
SECTION 7.04.           Extension; Waiver...........................................    A-40
SECTION 7.05.           Procedure for Termination, Amendment, Extension or Waiver...    A-41

                                         ARTICLE VIII
                                      GENERAL PROVISIONS

SECTION 8.01.           Nonsurvival of Representations and Warranties...............    A-41
SECTION 8.02.           Notices.....................................................    A-41
SECTION 8.03.           Definitions.................................................    A-42
SECTION 8.04.           Interpretation..............................................    A-42
SECTION 8.05.           Severability................................................    A-42
SECTION 8.06.           Counterparts................................................    A-42
SECTION 8.07.           Entire Agreement; No Third-Party Beneficiaries..............    A-42
SECTION 8.08.           Governing Law...............................................    A-43
SECTION 8.09.           Assignment..................................................    A-43
SECTION 8.10.           Enforcement.................................................    A-43

Exhibit A--Form of Company Affiliate Agreement......................................    A-45
Exhibit B--Form of Parent Affiliate Agreement.......................................    A-49
Exhibit C--Terms of Parent Special Voting Share.....................................    A-51
Exhibit D--Amendments to Restated Certificate of Incorporation of the Surviving
Corporation.........................................................................    A-52
</Table>


                                      A-ii
<Page>
                     LOCATION OF DEFINED TERMS IN AGREEMENT

<Table>
<Caption>
TERM                                                          LOCATION IN AGREEMENT
- ----                                                          ---------------------
<S>                                                           <C>
"affiliate".................................................  Section8.03
"AFIRB".....................................................  Section3.01(d)
"Agreement".................................................  Preamble
"ARC".......................................................  Section6.01(c)
"ASE".......................................................  Section3.01(d)
"Canadian Securities Authorities"...........................  Section3.02(e)
"Canadian Securities Laws"..................................  Section3.02(e)
"Certificate of Merger".....................................  Section1.03
"Certificates"..............................................  Section2.02(b)
"Closing"...................................................  Section1.02
"Closing Date"..............................................  Section1.02
"Code"......................................................  Recitals
"Commissioner"..............................................  Section6.01(c)
"Company"...................................................  Preamble
"Company Benefit Plans".....................................  Section3.01(i)
"Company Capital Stock".....................................  Section3.01(c)
"Company Common Stock"......................................  Recitals
"Company Delayed Delivery Rights"...........................  Section3.01(c)
"Company Designated Property................................  Section3.01(y)
"Company Disclosure Letter".................................  Section3.01(b)
"Company Stock Options".....................................  Section3.01(c)
"Company Stock Plans".......................................  Section3.01(c)
"Company Material Adverse Effect"...........................  Section3.01(a)
"Company Rights"............................................  Section3.01(c)
"Company Rights Agreement"..................................  Section3.01(c)
"Company SEC Documents".....................................  Section3.01(e)
"Company Series A Preferred Stock"..........................  Section3.01(c)
"Company Share Rights"......................................  Section3.01(c)
"Company Significant Subsidiary"                                 Section3.01(a)
"Company Special Voting Stock"..............................  Section2.01(e)
"Company Stock".............................................  Section2.02(a)
"Company Stockholder Approval"..............................  Section3.01(m)
"Company Subsidiary"........................................  Section3.01(a)
"Company Superior Proposal".................................  Section4.02(b)
"Company Takeover Proposal".................................  Section4.02(a)
"Company Stockholders Meeting"..............................  Section5.01(b)
"Competition Act"...........................................  Section3.01(d)
"Confidentiality Agreement".................................  Section5.04
"Conversion Number".........................................  Recitals
"Contract"..................................................  Section3.01(d)
"DGCL"......................................................  Section1.01
"Effective Time of the Merger"..............................  Section1.03
"Environmental Law".........................................  Section3.01(t)
"ERISA".....................................................  Section3.01(i)
"Exchange Act"..............................................  Section3.01(d)
"Exchange Agent"............................................  Section2.02(a)
"Exchange Fund".............................................  Section2.02(a)
</Table>

                                     A-iii
<Page>

<Table>
<Caption>
TERM                                                          LOCATION IN AGREEMENT
- ----                                                          ---------------------
<S>                                                           <C>
"Exchangeable Shares".......................................  Section3.01(c)
"Exchangeable Share Provisions".............................  Section2.03(a)
"Exchangeables Trustee".....................................  Section1.01
"Expenses"..................................................  Section7.02(b)
"Filed Company SEC Documents"...............................  Section3.01(g)
"Filed Parent Reporting Documents"..........................  Section3.02(g)
"Foreign Benefit Plan"......................................  Section3.01(l)
"Form F-4"..................................................  Section3.01(f)
"GAAP"......................................................  Recitals
"Governmental Entity".......................................  Section3.01(d)
"Homestake Canada"..........................................  Section1.01
"Homestake Canada Rights"...................................  Section3.01(c)
"Homestake Canada Rights Agreement".........................  Section3.01(c)
"Hazardous Substances"......................................  Section3.01(t)
"HCI Employee Stock Options"................................  Section3.01(c)
"HSR Act"...................................................  Section3.01(d)
"IRS".......................................................  Section3.01(i)
"Liens".....................................................  Section3.01(b)
"Maximum Premium"...........................................  Section5.09(b)
"Merger"....................................................  Recitals
"NYSE"......................................................  Section2.02(e)
"Options"...................................................  Section3.01(c)
"OSC Exemption".............................................  Section3.02(d)
"Outside Date"..............................................  Section7.01(b)
"Parent"....................................................  Preamble
"Parent Capital Stock"......................................  Section3.02(c)
"Parent Common Stock".......................................  Recitals
"Parent Designated Property"................................  Section3.02(q)
"Parent Disclosure Letter"..................................  Section3.02(b)
"Parent Stock Plans"........................................  Section3.02(c)
"Parent Stock Options"......................................  Section3.02(c)
"Parent Material Adverse Effect"............................  Section3.02(a)
"Parent Reporting Documents"................................  Section3.02(e)
"Parent Significant Subsidiary".............................  Section3.02(a)
"Parent Special Voting Share"...............................  Section2.01(e)
"Parent Stock"..............................................  Section2.02(a)
"Parent Subsidiary".........................................  Section3.02(a)
"Permits"...................................................  Section3.01(d)
"person"....................................................  Section8.03
"Primary Company Executives"................................  Section3.01(r)
"Proxy Statement"...........................................  Section3.01(d)
"qualified stock options"...................................  Section5.07(a)
"Reference Date"............................................  Section3.01(c)
"Savings Plans".............................................  Section3.01(c)
"SEC".......................................................  Section3.01(a)
"Securities Act"............................................  Section3.01(e)
"SMCRA".....................................................  Section3.01(t)
"Special Voting Stock Merger Consideration".................  Section2.01(e)
"Stockholders Agreement"....................................  Recitals
"Sub".......................................................  Preamble
</Table>

                                      A-iv
<Page>

<Table>
<Caption>
TERM                                                          LOCATION IN AGREEMENT
- ----                                                          ---------------------
<S>                                                           <C>
"subsidiary"................................................  Section8.03
"Surviving Corporation".....................................  Section1.01
"Surviving Corporation Common Stock"........................  Section2.01(d)
"Sutton Options"............................................  Section3.02(c)
"Tax Returns"...............................................  Section3.01(p)
"Taxes".....................................................  Section3.01(p)
"Trust Agreement"...........................................  Section1.01
"Trust Agreement Supplement"................................  Section2.03(b)
"TSE".......................................................  Section3.01(d)
"TSE Approval"..............................................  Section3.02(d)
</Table>

                                      A-v
<Page>
           AGREEMENT AND PLAN OF MERGER dated as of June 24, 2001 (this
       "AGREEMENT"), among BARRICK GOLD CORPORATION, a corporation organized
       under the laws of the Province of Ontario ("PARENT"),
       HAVANA ACQUISITION INC., a Delaware corporation and a wholly owned
       subsidiary of Parent ("SUB"), and HOMESTAKE MINING COMPANY, a Delaware
       corporation (the "COMPANY").

    WHEREAS the respective Boards of Directors of Parent, Sub and the Company
have approved and declared advisable (i) the merger of Sub with and into the
Company (the "MERGER"), upon the terms and subject to the conditions set forth
in this Agreement, whereby, among other things, each issued and outstanding
share of common stock, par value $1.00 per share, of the Company (the "COMPANY
COMMON STOCK"), not owned directly or indirectly by Parent or the Company, will
be converted into the right to receive 0.53 (as adjusted pursuant to
Sections 2.01(f) and 5.06, the "CONVERSION NUMBER") fully paid and nonassessable
common shares in the capital of Parent (the "PARENT COMMON STOCK"), and
(ii) the Stockholders Agreement (as defined below);

    WHEREAS, as a condition and inducement to Parent and Sub entering into this
Agreement and incurring the obligations set forth herein, concurrently with the
execution and delivery of this Agreement Parent is entering into a Stockholders
Agreement with certain stockholders of the Company (the "STOCKHOLDERS
AGREEMENT"), pursuant to which, among other things, such stockholders have
agreed to vote the Company Common Stock then owned by such stockholders in favor
of the Merger;

    WHEREAS Parent, Sub and the Company desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger;

    WHEREAS for Federal income tax purposes it is intended that the Merger
qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "CODE"); and

    WHEREAS for accounting purposes, it is intended that the Merger be accounted
for as a pooling of interests under United States generally accepted accounting
principles ("GAAP").

    NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties agree as
follows:

                                   ARTICLE I
                                   THE MERGER

    SECTION 1.01.  THE MERGER.  Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the Delaware General Corporation
Law (the "DGCL"), Sub shall be merged with and into the Company at the Effective
Time of the Merger (as defined in Section 1.03). Following the Merger, the
separate corporate existence of Sub shall cease and the Company shall continue
as the surviving corporation (the "SURVIVING CORPORATION") and shall succeed to
and assume all the rights, properties, liabilities and obligations of Sub in
accordance with the DGCL. Without limiting the generality of the foregoing, at
the Effective Time of the Merger, each of the Surviving Corporation and Parent
hereby expressly agrees to be bound by the terms and provisions of the Voting,
Support and Exchange Trust Agreement dated as of December 2, 1998 (the "TRUST
AGREEMENT"), among the Company, Homestake Canada Inc. ("HOMESTAKE CANADA") and
Computershare Trust Company of Canada (the "EXCHANGEABLES TRUSTEE"), and hereby
expressly assumes all the Company's rights and obligations in respect of the
Exchangeable Shares (as defined in Section 3.01(c)).

    SECTION 1.02.  CLOSING.  Upon the terms and subject to the conditions of
this Agreement, the closing of the Merger (the "CLOSING") shall take place at
10:00 a.m. on a date to be specified by the parties (the "CLOSING DATE"), which
shall be no later than the second business day after satisfaction of

                                      A-1
<Page>
the conditions set forth in Section 6.01, at the offices of Cravath, Swaine &
Moore, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019, unless another
time, date or place is agreed to in writing by the parties hereto.

    SECTION 1.03.  EFFECTIVE TIME OF THE MERGER.  Upon the Closing, the parties
shall file with the Secretary of State of the State of Delaware a certificate of
merger (the "CERTIFICATE OF MERGER") executed in accordance with the relevant
provisions of the DGCL and shall make all other filings, recordings or
publications required under the DGCL in connection with the Merger. The Merger
shall become effective at such time as the Certificate of Merger is duly filed
with the Delaware Secretary of State, or at such later time as the parties may
agree and specify in the Certificate of Merger (the time the Merger becomes
effective being the "EFFECTIVE TIME OF THE MERGER").

    SECTION 1.04.  EFFECTS OF THE MERGER.  The Merger shall have the effects set
forth in Section 259 of the DGCL.

    SECTION 1.05.  CERTIFICATE OF INCORPORATION AND BY-LAWS.


    (a) The Restated Certificate of Incorporation of the Company, as in effect
immediately prior to the Effective Time of the Merger, shall be amended as set
forth in Exhibit D and, as so amended, shall be the Certificate of Incorporation
of the Surviving Corporation until thereafter changed or amended as provided
therein or by applicable law.


    (b) The By-laws of the Company as in effect immediately prior to the
Effective Time of the Merger shall be the By-laws of the Surviving Corporation
until thereafter changed or amended as provided therein or by applicable law.

    SECTION 1.06.  DIRECTORS.  The individuals who are the directors of Sub
immediately prior to the Effective Time of the Merger shall be the directors of
the Surviving Corporation until thereafter they cease to be directors in
accordance with the DGCL and the Certificate of Incorporation and By-laws of the
Surviving Corporation.

    SECTION 1.07.  OFFICERS.  The individuals who are the officers of the
Company immediately prior to the Effective Time of the Merger shall be the
officers of the Surviving Corporation until thereafter they cease to be officers
in accordance with the DGCL and the Certificate of Incorporation and By-laws of
the Surviving Corporation.

                                   ARTICLE II
                EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
               CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

    SECTION 2.01.  EFFECT ON CAPITAL STOCK.  As of the Effective Time of the
Merger, by virtue of the Merger and without any action on the part of the holder
of any shares of capital stock of the Company or Sub:


    (a) CAPITAL STOCK OF SUB.  All the issued and outstanding shares of capital
stock of Sub shall collectively be converted into and become one fully paid and
nonassessable voting share of preferred stock of the Surviving Corporation with
a redemption amount and fair market value equal to $1,000.


    (b) CANCELATION OF TREASURY STOCK AND PARENT--OWNED STOCK.  Each share of
Company Common Stock that is owned by the Company or by any wholly owned
subsidiary of the Company and each share of Company Common Stock that is owned
by Parent or Sub shall automatically be canceled and retired and shall cease to
exist, and no Parent Common Stock or other consideration shall be delivered in
exchange therefor.

    (c) CONVERSION OF COMPANY COMMON STOCK.  Subject to Section 2.02(e), each
issued and outstanding share of Company Common Stock (other than shares to be
canceled in accordance with

                                      A-2
<Page>
Section 2.01(b)) shall be changed and converted into the right to receive the
Conversion Number of validly issued, fully paid and nonassessable shares of
Parent Common Stock. As of the Effective Time of the Merger, all such shares of
Company Common Stock shall no longer be outstanding and shall automatically be
canceled and retired and shall cease to exist, and each holder of a certificate
representing any such shares of Company Common Stock shall cease to have any
rights with respect thereto, except the right to receive, upon the surrender of
such certificates, certificates representing the shares of Parent Common Stock,
any cash in lieu of fractional shares of Parent Common Stock and any dividends
to the extent provided in Section 2.02(c) to be issued or paid in consideration
therefor upon surrender of such certificate in accordance with Section 2.02,
without interest.


    (d) ISSUANCE OF SURVIVING CORPORATION COMMON STOCK TO PARENT.  The Surviving
Corporation shall issue shares of its common stock (the "SURVIVING CORPORATION
COMMON STOCK") to Parent or, if the Company gives the consent referred to in the
last sentence of Section 3.02(c), to a wholly owned subsidiary of Parent
incorporated under the laws of the United States or any political subdivision
thereof (in consideration of such wholly owned subsidiary issuing common shares
(or issuing promissory notes or delivering other consideration, if any) to
Parent), in consideration for Parent issuing Parent Common Stock to former
stockholders of the Company pursuant to Section 2.01(c). The number of shares of
Surviving Corporation Common Stock issued to Parent or to the wholly owned
subsidiary of Parent referred to in the preceding sentence shall be equal to the
number of shares of Company Common Stock (other than shares to be canceled in
accordance with Section 2.01(b)) outstanding immediately before the Effective
Time of the Merger.


    (e) CONVERSION OF COMPANY SPECIAL VOTING STOCK.  As of the Effective Time of
the Merger, the single outstanding share of special voting stock, par value
$1.00 per share, of the Company ("COMPANY SPECIAL VOTING STOCK") shall be
converted into the right to receive one First Preferred Share, Series C Special
Voting Share of Parent (the "PARENT SPECIAL VOTING SHARE"), which shall have the
terms set forth in Exhibit C (the "SPECIAL VOTING STOCK MERGER CONSIDERATION").
As of the Effective Time of the Merger, the share of Company Special Voting
Stock shall no longer be outstanding and shall automatically be canceled and
retired and shall cease to exist, and the holder of the certificate which, prior
to the Effective Time of the Merger, represented such share of Company Special
Voting Stock shall cease to have any rights with respect thereto, except the
right to receive the Special Voting Stock Merger Consideration.

    (f) ADJUSTMENT OF CONVERSION NUMBER.  Notwithstanding the foregoing (and in
addition to any adjustment to the Conversion Number under Section 5.06), if
between the date of this Agreement and the Effective Time of the Merger the
outstanding shares of Parent Common Stock are changed into a different number of
shares or a different class, by reason of the occurrence or record date of any
stock dividend, subdivision, reclassification, recapitalization, split,
combination, consolidation, exchange of shares or similar transaction, the
Conversion Number shall be appropriately adjusted to reflect such stock
dividend, subdivision, reclassification, recapitalization, split, combination,
consolidation, exchange or similar transaction.

    SECTION 2.02.  EXCHANGE OF CERTIFICATES.

    (a) EXCHANGE AGENT.  Immediately following the Effective Time of the Merger,
Parent shall deposit with Equiserve Trust Company N.A. or such other bank or
trust company as may be designated by Parent and the Company (the "EXCHANGE
AGENT"), for the benefit of the holders of shares of Company Common Stock
("COMPANY STOCK"), for exchange in accordance with this Article II, through the
Exchange Agent, certificates representing the shares of Parent Common Stock
("PARENT STOCK") (such shares of Parent Stock, together with any dividends or
distributions with respect thereto with a record date after the Effective Time
of the Merger, being hereinafter referred to as the "EXCHANGE FUND") issuable
pursuant to Section 2.01 in exchange for outstanding shares of Company Stock.

                                      A-3
<Page>
    (b) EXCHANGE PROCEDURES.  As soon as reasonably practicable after the
Effective Time of the Merger, the Exchange Agent shall mail to each holder of
record of a certificate or certificates (the "CERTIFICATES") which immediately
prior to the Effective Time of the Merger represented outstanding shares of
Company Stock, other than shares to be canceled or retired in accordance with
Section 2.01(b), (i) a letter of transmittal (which shall specify that delivery
shall be effected, and risk of loss and title to the Certificates shall pass,
only upon delivery of the Certificates to the Exchange Agent and shall be in
such form and have such other provisions as Parent may reasonably specify) and
(ii) instructions for use in effecting the surrender of the Certificates in
exchange for certificates representing shares of Parent Stock. Upon surrender of
a Certificate for cancelation to the Exchange Agent or to such other agent or
agents as may be appointed by Parent, together with such letter of transmittal,
duly executed, and such other documents as may reasonably be required by the
Exchange Agent, the holder of such Certificate shall be entitled to receive in
exchange therefor a certificate representing that number of whole shares of
Parent Stock which such holder has the right to receive pursuant to the
provisions of this Article II, and the Certificate so surrendered shall
forthwith be canceled. In the event of a transfer of ownership of Company Stock
which is not registered in the transfer records of the Company, a certificate
representing the proper number of shares of Parent Stock may be issued to a
person other than the person in whose name the Certificate so surrendered is
registered, if such Certificate shall be properly endorsed or otherwise be in
proper form for transfer and the person requesting such issuance shall pay any
transfer or other taxes required by reason of the issuance of shares of Parent
Stock to a person other than the registered holder of such Certificate or
establish to the satisfaction of Parent that such tax has been paid or is not
applicable. Until surrendered as contemplated by this Section 2.02, each
Certificate shall be deemed at any time after the Effective Time of the Merger
to represent only the right to receive upon such surrender the certificate
representing the appropriate number of whole shares of Parent Stock, cash in
lieu of any fractional shares of Parent Stock and any dividends to the extent
provided in Section 2.02(c) as contemplated by this Section 2.02. No interest
will be paid or will accrue on any cash payable in lieu of any fractional shares
of Parent Stock.

    (c) DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES.  No dividends or other
distributions with respect to Parent Stock with a record date after the
Effective Time of the Merger shall be paid to the holder of any unsurrendered
Certificate with respect to the shares of Parent Stock issuable in respect
thereof, and no cash payment in lieu of fractional shares shall be paid to any
such holder pursuant to Section 2.02(e) until the surrender of such Certificate
in accordance with this Article II. Subject to the effect of applicable laws,
following surrender of any such Certificate, there shall be paid to the holder
of the certificate representing whole shares of Parent Stock issued in exchange
therefor, without interest, (i) at the time of such surrender, the amount of any
cash payable in lieu of a fractional share of Parent Stock to which such holder
is entitled pursuant to Section 2.02(e) and the amount of dividends or other
distributions with a record date after the Effective Time of the Merger
theretofore paid with respect to such whole shares of Parent Stock, and (ii) at
the appropriate payment date, the amount of dividends or other distributions
with a record date after the Effective Time of the Merger but prior to such
surrender and a payment date subsequent to such surrender payable with respect
to such whole shares of Parent Stock.

    (d) NO FURTHER OWNERSHIP RIGHTS IN COMPANY STOCK.  All shares of Parent
Stock issued upon the surrender for exchange of Certificates in accordance with
the terms of this Article II (including any cash paid pursuant to
Section 2.02(c) or 2.02(e)) shall be deemed to have been issued (and paid) in
full satisfaction of all rights pertaining to the shares of Company Stock
theretofore represented by such Certificates, subject, however, to the Surviving
Corporation's obligation to pay any dividends or make any other distributions
with a record date prior to the Effective Time of the Merger which may have been
declared or made by the Company on such shares of Company Stock in accordance
with the terms of this Agreement or prior to the date of this Agreement and
which remain unpaid at the Effective Time of the Merger, and there shall be no
further registration of transfers on the stock

                                      A-4
<Page>
transfer books of the Surviving Corporation of the shares of Company Stock which
were outstanding immediately prior to the Effective Time of the Merger. If,
after the Effective Time of the Merger, Certificates are presented to the
Surviving Corporation or the Exchange Agent for any reason, they shall be
canceled and exchanged as provided in this Article II, except as otherwise
provided by law.

    (e) NO FRACTIONAL SHARES.

        (i) No certificates or scrip representing fractional shares of Parent
    Common Stock shall be issued upon the surrender for exchange of
    Certificates, and such fractional share interests shall not entitle the
    owner thereof to vote or to any rights of a stockholder of Parent.

        (ii) In lieu of such fractional share interests, Parent shall pay to
    each former holder of shares of Company Common Stock an amount in cash equal
    to the product obtained by multiplying (A) the fractional share interest of
    Parent Common Stock to which such former holder (after taking into account
    all shares of Company Common Stock held at the Effective Time by such
    holder) would otherwise be entitled by (B) the per share closing price of
    Parent Common Stock on the Closing Date, as such price is reported on the
    New York Stock Exchange, Inc. (the "NYSE") Composite Transactions Tape (as
    reported by The Wall Street Journal (Northeast edition), or, if not reported
    thereby, as reported by any other authoritative source).

    (f) TERMINATION OF EXCHANGE FUND.  Any portion of the Exchange Fund which
remains undistributed to the holders of Certificates for six months after the
Effective Time of the Merger shall be delivered to Parent, upon demand, and any
holders of Certificates who have not theretofore complied with this Article II
shall thereafter look only to Parent for payment of their claim for Parent
Stock, any cash in lieu of fractional shares of Parent Stock and any dividends
or distributions with respect to Parent Stock.

    (g) NO LIABILITY.  None of Parent, Sub, the Company or the Exchange Agent
shall be liable to any person in respect of any shares of Parent Stock (or
dividends or distributions with respect thereto) or cash from the Exchange Fund
delivered to a public official pursuant to any applicable abandoned property,
escheat or similar law. If any Certificates shall not have been surrendered
prior to seven years after the Effective Time of the Merger (or immediately
prior to such earlier date on which any shares of Parent Stock, any cash in lieu
of fractional shares of Parent Stock or any dividends or distributions with
respect to Parent Stock in respect of such Certificate would otherwise escheat
to or become the property of any Governmental Entity (as defined in
Section 3.01(d)), any such shares, cash, dividends or distributions in respect
of such Certificate shall, to the extent permitted by applicable law, become the
property of the Surviving Corporation, free and clear of all claims or interest
of any person previously entitled thereto.

    (h) INVESTMENT OF EXCHANGE FUND.  The Exchange Agent shall invest any cash
included in the Exchange Fund, as directed by Parent, on a daily basis. Any
interest and other income resulting from such investments shall be paid to
Parent.

    (i) WITHHOLDING RIGHTS.  Each of the Surviving Corporation and Parent shall
be entitled to deduct and withhold from the consideration otherwise payable by
such person pursuant to this Agreement such amounts as it is required to deduct
and withhold with respect to the making of such payment under the Code, or any
provision of state, local or foreign law relating to Taxes. To the extent that
amounts are so withheld by the Surviving Corporation or Parent, as the case may
be, such withheld amounts shall be treated for all purposes of this Agreement as
having been paid to the person who would otherwise have been entitled to such
withheld amounts.

                                      A-5
<Page>
    SECTION 2.03.  TREATMENT OF EXCHANGEABLE SHARES.

    (a) Prior to the Effective Time of the Merger, the Board of Directors of the
Company, the Board of Directors of Parent and the Board of Directors of
Homestake Canada, or any appropriate committee of them, respectively, shall
adopt appropriate resolutions and, along with the Company, Parent and Homestake
Canada, shall take all other actions required under the Trust Agreement and
under the provisions attaching to the Exchangeable Shares (the "EXCHANGEABLE
SHARE PROVISIONS") to provide that at and after the Effective Time of the Merger
each outstanding Exchangeable Share shall thereafter be exchangeable for that
number of shares of Parent Common Stock equal to the Conversion Number.

    (b) Without limiting the generality of Section 2.03(a), at or before the
Effective Time of the Merger:

        (i) the Company and Homestake Canada (including its Board of Directors)
    shall comply with their respective obligations under the Exchangeable Share
    Provisions and the Trust Agreement;

        (ii) Parent, the Company, Homestake Canada and the Exchangeables Trustee
    shall execute and deliver a supplement to the Trust Agreement providing for,
    among other things, the assumption by Parent of the covenants and
    obligations of the Company under the Trust Agreement (the "TRUST AGREEMENT
    SUPPLEMENT");

       (iii) Parent shall authorize, create and issue the Parent Special Voting
    Share and at the Effective Time Parent shall deliver to the Exchangeables
    Trustee a certificate evidencing the Parent Special Voting Share, as
    required by the Trust Agreement Supplement;

        (iv) Parent, Company and Homestake Canada shall take all such actions as
    may reasonably be required to permit the continued unrestricted tradeability
    in Canada of the Exchangeable Shares and the issuance and first resale in
    Canada and the United States of America of the shares of Parent Common Stock
    issued upon exchange of the Exchangeable Shares from time to time, in each
    case without requiring the holder of the relevant share, in connection with
    any such trade or resale, to qualify with, file any document or take any
    proceeding with, or obtain any further order, ruling or consent from, any
    Governmental Entity under any Canadian or United States federal, provincial,
    state or territorial securities or other laws or pursuant to the rules and
    regulations of any Governmental Entity administering such laws, or the
    fulfillment of any other legal requirement in any such jurisdiction (other
    than, with respect to such first resales, any restrictions on transfer by
    reason of, among other things, a holder being a "control person" of Parent
    for purposes of Canadian or United States federal, provincial or territorial
    securities laws). Without limiting the generality of the foregoing, such
    actions shall include the filing with the SEC (as defined in
    Section 3.01(a)) of a registration statement on Form F-3 under the
    Securities Act (as defined in 3.01(a)) for the exchange and resale of the
    Exchangeable Shares, the confirmation of the continued effectiveness,
    following the Merger, of all existing Canadian securities regulatory orders
    and rulings, or the granting of new such orders and rulings, respecting such
    unrestricted tradeability of the Exchangeable Shares and such unrestricted
    issuance and first resale of the shares of Parent Common Stock issuable upon
    exchange of the Exchangeable Shares from time to time, and respecting the
    satisfaction of Homestake Canada's continuous and timely disclosure
    obligations under Canadian Securities Laws through the filing and provision
    of information relating to Parent;

        (v) Parent shall take all action necessary to authorize and reserve that
    number of shares of Parent Common Stock sufficient for issuance upon all
    exchanges of the outstanding Exchangeable Shares (other than Exchangeable
    Shares held by Parent, its subsidiaries and affiliates, including the
    Company and Homestake Canada Holdings Company) from time to time after the
    Effective Time of the Merger; and

                                      A-6
<Page>
        (vi) Parent presently intends to take all action necessary to exercise
    the Liquidation Call Right (as defined in the Trust Agreement) pursuant to
    Section 5.2 of the Trust Agreement; the Retraction Call Right (as defined in
    the Trust Agreement) pursuant to Section 6.2 of the Trust Agreement; and the
    Redemption Call Right (as defined in the Trust Agreement) pursuant to
    Section 7.2 of the Trust Agreement.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

    SECTION 3.01.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  Except as
disclosed in the Filed Company SEC Documents (as defined in Section 3.01(g)) or
as set forth in the Company Disclosure Letter (as defined in Section 3.01(b)),
the Company represents and warrants to Parent and Sub as follows:

    (a) ORGANIZATION, STANDING AND CORPORATE POWER.  Each of the Company and
each Company Significant Subsidiary (as hereinafter defined) is a corporation,
partnership or other legal entity duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is organized and has the
requisite power and authority to carry on its business as now being conducted.
Each of the Company and each of its direct and indirect subsidiaries (each a
"COMPANY SUBSIDIARY") is duly qualified or licensed to do business and is in
good standing in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed, individually or in the aggregate, has not had and would not
reasonably be expected to have a Company Material Adverse Effect. For purposes
of this Agreement, a "COMPANY MATERIAL ADVERSE EFFECT" means (i) a material
adverse effect on the business, properties, financial condition or results of
operations of the Company and the Company Subsidiaries, taken as a whole (other
than effects relating to (A) the gold mining industry in general that does not
have a materially disproportionate impact on the Company and the Company
Subsidiaries, taken as a whole, (B) general economic, financial or securities
market conditions in the United States or elsewhere, (C) the announcement of
this Agreement, (D) the refusal of Parent to consent, following a good faith
request by the Company, to the taking of any action by the Company otherwise
prohibited by Section 4.01(a)(iv), 4.01(a)(vi), 4.01(a)(vii) or 4.01(a)(viii),
(E) the relative values of the United States dollar, the Canadian dollar or the
Australian dollar or any two of them, (F) civil or political unrest in Argentina
or Chile that does not have a materially disproportionate impact on the Company
and the Company Subsidiaries, taken as a whole, or (G) decreases in the price of
gold or silver), or (ii) a material adverse effect on the ability of the Company
to perform its obligations under this Agreement in a timely manner. The Company
has made available to Parent complete and correct copies of its Restated
Certificate of Incorporation and By-laws, in each case as amended to the date of
this Agreement. For purposes of this Agreement, a "COMPANY SIGNIFICANT
SUBSIDIARY" means any Company Subsidiary that constitutes a significant
subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of
the Securities and Exchange Commission (the "SEC").

    (b) COMPANY SUBSIDIARIES.  Section 3.01(b) of the letter from the Company,
dated the date of this Agreement, addressed to Parent (the "COMPANY DISCLOSURE
LETTER") lists each Company Significant Subsidiary and the ownership or interest
therein of the Company. All the outstanding shares of capital stock of each
Company Significant Subsidiary have been validly issued and are fully paid and
nonassessable and are owned by the Company, by another subsidiary of the Company
or by the Company and another Company Subsidiary, free and clear of all pledges,
claims, liens, charges, encumbrances and security interests of any kind or
nature whatsoever (collectively, "LIENS").

    (c) CAPITAL STRUCTURE.  The authorized capital stock of the Company (the
"COMPANY CAPITAL STOCK") consists of (i) 450,000,000 shares of Company Common
Stock, (ii) 10,000,000 shares of

                                      A-7
<Page>
preferred stock, par value $1.00 per share, of which 4,500,000 shares have been
designated as "SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK", par value
$1.00 per share (the "COMPANY SERIES A PREFERRED STOCK"), and (iii) one share of
Company Special Voting Stock, which entitles the holder thereof to vote,
together with the holders of Company Common Stock, on all matters submitted for
the vote of the holders of Company Common Stock with the number of votes
represented by the Special Voting Stock being equal to the number of outstanding
Exchangeable Shares (other than Exchangeable Shares held by the Company, the
Company Subsidiaries and its affiliates). The shares of Company Series A
Preferred Stock are issuable in connection with the rights to purchase shares of
Company Series A Preferred Stock (the "COMPANY RIGHTS") that were issued
pursuant to the Rights Agreement dated October 16, 1987, as amended on
October 15, 1997, and December 3, 1998 (as amended from time to time, the
"COMPANY RIGHTS AGREEMENT"), between the Company and Fleet National Bank N.A.
The Company has also entered into a Rights Agreement dated as of December 3,
1998 (the "HOMESTAKE CANADA RIGHTS AGREEMENT"), among Homestake Canada, the
Company and Computershare Trust Company of Canada, pursuant to which one right
to purchase one newly issued Exchangeable Share (the "HOMESTAKE CANADA RIGHTS")
has been issued in respect of each Exchangeable Share. At the close of business
on June 18, 2001 (the "REFERENCE DATE"): (i) 260,083,353 shares of Company
Common Stock were outstanding, all of which were validly issued, fully paid and
nonassessable; (ii) no shares of Company Common Stock were held by the Company
in its treasury; (iii) 19,685,472 shares of Company Common Stock were reserved
for issuance in connection with the granting of share rights (the "COMPANY SHARE
RIGHTS") and delayed delivery rights (the "COMPANY DELAYED DELIVERY RIGHTS") and
upon the exercise of outstanding employee, director and consultant stock options
(the "COMPANY STOCK OPTIONS") and 65,400 shares of Homestake Canada common stock
were reserved for issuance upon the exercise of outstanding employee and
director stock options (the "HCI EMPLOYEE STOCK OPTIONS") that were granted
pursuant to the Company's and Homestake Canada's employee and director stock
plans set forth in Section 3.01(c) of the Company Disclosure Letter, and
5,368,607 shares were reserved for issuance pursuant to the Company's Savings
Plan and the 401(k) Retirement Savings Plan (the "SAVINGS PLANS")(the "COMPANY
STOCK PLANS"); (iv) 4,500,000 shares of Company Series A Preferred Stock were
reserved for issuance in connection with the Company Rights; (v) 3,197,851
exchangeable shares (the "EXCHANGEABLE SHARES") of Homestake Canada were issued
and outstanding (excluding Exchangeable Shares held by Homestake Canada Holding
Company), all of which were validly issued, fully paid and nonassessable;
(vi) 3,197,851 Exchangeable Shares were reserved for issuance in connection with
the Homestake Canada Rights, and 3,197,851 shares of Company Common Stock were
reserved for issuance upon exchange of Exchangeable Shares; and (vii) one share
of Company Special Voting Stock was issued and outstanding. Except as set forth
above, at the close of business on the Reference Date, no shares of capital
stock or other voting securities of the Company were issued, reserved for
issuance or outstanding. From the Reference Date to the date of this Agreement,
(i) except as issued pursuant to Company Share Rights, Company Delayed Delivery
Rights, Company Stock Options and HCI Employee Stock Options outstanding on the
Reference Date, the Savings Plans, or on exchange of Exchangeable Shares, no
shares of capital stock or other voting securities of the Company or any Company
Subsidiary have been issued, reserved for issuance or become outstanding. There
are not any bonds, debentures, notes or other instruments evidencing
indebtedness of the Company conferring on the holder or any party thereto (other
than the Company and the Company Subsidiaries) the right to vote (or convertible
into, or exchangeable for, securities having the right to vote) on any matters
on which stockholders of the Company or any Company Subsidiary must vote. Except
as set forth above, as of the date of this Agreement, there are not any options,
warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind (collectively, "OPTIONS") to which the Company or any Company
Subsidiary is a party or by which any of them is bound relating to the issued or
unissued capital stock of the Company or any Company Subsidiary, or obligating
the Company or any Company Subsidiary to issue, transfer, grant or sell any
shares of capital stock or other equity interests in, or securities convertible
or exchangeable for any capital stock or other equity interests in, the Company
or any Company Subsidiary or obligating the Company or any Company Subsidiary to
issue,

                                      A-8
<Page>
grant, extend or enter into any such Options (other than obligations with
respect to immaterial joint venture arrangements to which the Company or the
Company Subsidiaries are party or obligations owed to the Company or the Company
Subsidiaries). All shares of Company Common Stock that are subject to issuance
as aforesaid, upon issuance on the terms and conditions specified in the
instrument pursuant to which they are issuable, will be duly authorized, validly
issued, fully paid and nonassessable. As of the date of this Agreement, and
other than in connection with the Exchangeable Shares, there are not any
outstanding contractual obligations of the Company or any Company Subsidiary to
repurchase, redeem or otherwise acquire any shares of capital stock of the
Company or any Company Subsidiary, or make any material investment (in the form
of a loan, capital contribution or otherwise) in, any person other than a
Company Subsidiary.

    (d) AUTHORITY; NONCONTRAVENTION.  The Company has all requisite corporate
power and authority to enter into this Agreement and, subject to the Company
Stockholder Approval (as defined in Section 3.01(m)), to consummate the
transactions contemplated by this Agreement. The Board of Directors of the
Company has unanimously approved and declared advisable this Agreement and the
transactions contemplated by this Agreement, and has resolved to recommend to
the Company's stockholders that they give the Company Stockholder Approval. The
execution and delivery of this Agreement by the Company and the consummation by
the Company of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate action on the part of the Company, subject
to the Company Stockholder Approval. This Agreement has been duly executed and
delivered by the Company and constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement and compliance with the provisions
of this Agreement will not conflict with, or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination or acceleration of any obligation or to loss of any
material rights under, or result in the creation of any Lien upon any of the
properties or assets of the Company or any Company Subsidiary under, (i) the
Restated Certificate of Incorporation or By-laws of the Company or the
comparable organizational documents of any Company Subsidiary, (ii) any
contract, permit, license, loan or credit agreement, note, bond, mortgage,
indenture, lease or other property agreement, partnership or joint venture
agreement or other legally binding agreement, whether oral or written (a
"CONTRACT"), applicable to the Company or any Company Subsidiary or their
respective properties or assets or (iii) subject to the governmental filings and
other matters referred to in the following sentence, any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to the Company or
any Company Subsidiary or their respective properties or assets, other than, in
the case of clauses (ii) and (iii), any such conflicts, violations, defaults,
rights or Liens that individually or in the aggregate have not had and would not
reasonably be expected to have a Company Material Adverse Effect. No consent,
approval, order or authorization of, or registration or filing with, any
Federal, state or local government or any court, administrative agency or
commission or other governmental authority or agency, domestic or foreign (a
"GOVERNMENTAL ENTITY"), is required by or with respect to the Company or any
Company Subsidiary in connection with the execution and delivery of this
Agreement by the Company or the consummation by the Company of the transactions
contemplated by this Agreement, except for (i) the filing of a premerger
notification and report form by the Company under and the expiration or earlier
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR ACT") and compliance with the premerger
notification requirements under Part IX of the Competition Act (Canada) (the
"COMPETITION ACT"), (ii) the filing with the SEC of (A) a proxy statement
relating to the meeting of the Company's stockholders to be held in connection
with the Merger and the transactions contemplated by this Agreement (as amended
or supplemented from time to time, the "PROXY STATEMENT"), and (B) such reports
under Section 12 or 13(a) of the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), as may be required in connection with this Agreement and
the transactions contemplated by this Agreement, (iii) the filing of the
Certificate of Merger with the Delaware Secretary of State and

                                      A-9
<Page>
appropriate documents with the relevant authorities of other states in which the
Company is qualified to do business, (iv) the notification of the Merger to the
Australian Foreign Investment Review Board (the "AFIRB"), (v) notifications to
the NYSE, The Toronto Stock Exchange (the "TSE") and the Australian Stock
Exchange (the "ASE"), (vi) those that may be required solely by reason of
Parent's or Sub's (as opposed to any other third party's) participation in the
Merger and the other transactions contemplated by this Agreement and (vii) such
other consents, approvals, orders, authorizations, registrations, declarations
and filings, including under applicable Environmental Laws (as defined in
Section 3.01(t)), (x) as may be required under the laws of Argentina or Chile or
(y) that, if not obtained or made, would not reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect. The Company
and the Company Subsidiaries possess all certificates, franchises, licenses,
permits, authorizations and approvals issued to or granted by Governmental
Entities (collectively, "PERMITS"), including pursuant to any Environmental Law,
necessary to conduct their business as such business is currently conducted or
is expected to be conducted, except for such Permits the lack of possession of
which, individually or in the aggregate, has not had and would not reasonably be
expected to have a Company Material Adverse Effect. All such Permits are validly
held by the Company or the Company Subsidiaries, and the Company and the Company
Subsidiaries have complied in all respects with all terms and conditions
thereof, except for such instances where the failure to validly hold such
Permits or the failure to have complied with such Permits, individually or in
the aggregate, has not had and would not reasonably be expected to have a
Company Material Adverse Effect; none of such Permits will be subject to
suspension, modification, revocation or nonrenewal as a result of the execution
and delivery of this Agreement or the consummation of the Merger, other than
such Permits the suspension, modification or nonrenewal of which, individually
or in the aggregate, has not had and would not reasonably be expected to have a
Company Material Adverse Effect; and since December 31, 2000, neither the
Company nor any Company Subsidiary has received any warning, notice, notice of
violation or probable violation, notice of revocation, or other communication
from or on behalf of any Governmental Entity, alleging (A) any violation of any
such Permit or (B) that the Company or any Company Subsidiary requires any
Permit required for its business, as such business is currently conducted, that
is not currently held by it, that in the case of clause (A) or (B), individually
or in the aggregate, has had or would reasonably be expected to have a Company
Material Adverse Effect.

    (e) SEC DOCUMENTS; UNDISCLOSED LIABILITIES.  The Company has filed all
required reports, schedules, forms, statements and other documents with the SEC
since January 1, 2001 (the "COMPANY SEC DOCUMENTS"). As of its date, each
Company SEC Document complied in all material respects with the requirements of
the Securities Act of 1933 (the "SECURITIES ACT"), or the Exchange Act, as the
case may be, and the rules and regulations of the SEC promulgated thereunder
applicable to such Company SEC Documents. None of the Company SEC Documents
contains any untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except to the extent that such statements have been modified or
superseded by a later filed Company SEC Document. The consolidated financial
statements of the Company included in the Company SEC Documents comply as to
form in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with generally accepted accounting principles (except, in
the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied
on a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly present in all material respects the consolidated
financial position of the Company as of the dates thereof and the consolidated
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments). Neither
the Company nor any Company Subsidiary has any liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise) which, individually
or in the aggregate, have had or would reasonably be expected to have a Company
Material Adverse Effect.

                                      A-10
<Page>
None of the Company Subsidiaries is subject to the informational reporting
requirements of Section 13 of the Exchange Act.

    (f) INFORMATION SUPPLIED.  None of the information supplied or to be
supplied by the Company for inclusion or incorporation by reference in (i) the
registration statement on Form F-4 to be filed with the SEC by Parent in
connection with the issuance of Parent Common Stock in the Merger (the
"FORM F-4") will, at the time the Form F-4 is filed with the SEC, at any time it
is amended or supplemented or at the time it becomes effective under the
Securities Act, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading, or (ii) the Proxy Statement will, at the date the Proxy Statement is
first mailed to the Company's stockholders or at the time of the Company
Stockholders Meeting (as defined in Section 5.01(b)), contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading. The Proxy Statement
will comply as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations promulgated thereunder, except that
no representation or warranty is made by the Company with respect to statements
made or incorporated by reference therein based on information supplied by
Parent or Sub for inclusion or incorporation by reference in the Proxy
Statement.

    (g) ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as disclosed in the
Company SEC Documents filed and publicly available prior to the date of this
Agreement (the "FILED COMPANY SEC DOCUMENTS"), from December 31, 2000, to the
date of this Agreement, the Company has conducted its business only in the
ordinary course consistent with past practice, and:

        (i) there has not been any change by the Company or any Company
    Significant Subsidiary in its accounting principles or practices;

        (ii) there has not been any revaluation by the Company or any Company
    Subsidiary of any material asset (including any writing down of the value of
    intangible assets or inventory or writing off of notes or accounts
    receivable but excluding marketable securities, intercompany debt and
    hedging contracts) other than in the ordinary course of business consistent
    with past practice;

       (iii) there has not been any incurrence of material indebtedness by the
    Company or any Company Subsidiary, excluding intercompany indebtedness;

        (iv) there has not been any entry by the Company or any Company
    Subsidiary into any commitment or transaction (including, without
    limitation, the sale of assets or stock of the Company or any Company
    Subsidiary) material to the Company and the Company Subsidiaries taken as a
    whole, except in the ordinary course of business consistent with past
    practice;

        (v) there has not been any termination or material amendment of any
    contract that is material to the Company and the Company Subsidiaries taken
    as whole to which the Company or any Company Subsidiary is a party, and
    neither the Company nor any Company Subsidiary has entered into any new
    contract that is material to the Company and the Company Subsidiaries taken
    as a whole with any person, except in the ordinary course of business
    consistent with past practice;

        (vi) there has not been any event, change, effect or development which,
    individually or in the aggregate, has had or would reasonably be expected to
    have a Company Material Adverse Effect;

       (vii) except for regular annual dividends not in excess of $0.025 per
    share paid on the Company Common Stock, with customary record and payment
    dates, there has not been any declaration, setting aside or payment of any
    dividend or other distribution (whether in cash, stock or property) with
    respect to any shares of Company Capital Stock;

                                      A-11
<Page>
      (viii) there has not been any split, combination or reclassification of
    any Company Capital Stock or any issuance or the authorization of any
    issuance of any other securities in exchange or in substitution for shares
    of Company Capital Stock;

        (ix) there has not been any acquisition by the Company or any Company
    Subsidiary, or any agreement by the Company or any Company Subsidiary to
    acquire, (x) by merging or consolidating with, or by purchasing a
    substantial portion of the assets of, or by any other manner, any business
    or any corporation, partnership, limited liability company, joint venture,
    association or other business organization or division thereof or (y) any
    assets that are material, individually or in the aggregate, to the Company
    and the Company Subsidiaries taken as a whole;

        (x) there has not been any sale, lease, license, mortgage or other
    encumbrance or subjection to any Lien or other disposition of any personal
    property or real property of the Company or any Company Subsidiary other
    than (A) sales and dispositions of interests or rights with respect to real
    property having an aggregate fair market value of less than $10,000,000, raw
    materials, obsolete or surplus equipment, mine output and other inventories,
    in each case only if in the ordinary course of business consistent with past
    practice, and (B) encumbrances and liens that are incurred in the ordinary
    course of business consistent with past practice;

        (xi) there has not been any guarantee by the Company or any Company
    Subsidiary of any material indebtedness of any other person or any loans or
    advances (other than any advances to employees in the ordinary course of
    business consistent with past practice) or capital contributions to, or
    investments in, any other person by, in each case, the Company or any
    Company Subsidiary, other than to any joint venture of the Company or a
    Company Subsidiary in the ordinary course of business consistent with past
    practice or to the Company or any direct or indirect wholly owned Company
    Subsidiary; and

       (xii) neither the Company nor any Company Subsidiary has agreed,
    committed or resolved to do any of the foregoing.

    (h) LITIGATION.  As of the date of this Agreement, there is no suit, action
or proceeding pending or, to the knowledge of the Company, threatened against
the Company or any Company Significant Subsidiary that, individually or in the
aggregate, has had or would reasonably be expected to have a Company Material
Adverse Effect, and there is not any judgment, decree, injunction, rule or order
of any Governmental Entity outstanding against the Company or any Company
Subsidiary, individually or in the aggregate, having or which would reasonably
be expected to have a Company Material Adverse Effect.

    (i) EMPLOYEE BENEFIT PLANS.

        (i) Since December 31, 2000, there has not been any adoption or
    amendment in any material respect by the Company or any Company Subsidiary
    of any collective bargaining agreement or any bonus, pension, profit
    sharing, deferred compensation, incentive compensation, stock ownership,
    stock purchase, stock option, phantom stock, restricted stock, supplemental
    retirement, retiree medical or life insurance, termination, vacation,
    severance, disability, death benefit, hospitalization, medical, life
    insurance or other plan, arrangement or understanding providing benefits to
    any current or former employee, officer or director of the Company or any
    Company Subsidiary, other than statutorily-mandated plans or arrangements
    (collectively, "COMPANY BENEFIT PLANS") or any employment agreement between
    any employee of the Company or any Company Subsidiary and the Company or any
    Company Subsidiary. The Company Disclosure Letter sets forth a true and
    complete list as of the date of this Agreement of each material Company
    Benefit Plan and each employment agreement. With respect to each Company
    Benefit Plan that is an equity-based plan, the Company has delivered to
    Parent a true and complete copy of such Company Benefit Plan, unless such
    Company Benefit Plan is disclosed in the Filed Company SEC Documents. With
    respect to each other Company Benefit Plan, the Company will make available
    to Parent, promptly after the date of this Agreement, a true and complete
    copy of such written Company Benefit Plan

                                      A-12
<Page>
    (or a summary of such unwritten Company Benefit Plan) and, as applicable,
    (A) a copy of each trust agreement relating to each Company Benefit Plan,
    (B) the most recent annual report (Form 5500) filed with the United States
    Internal Revenue Service ("IRS"), (C) the most recent actuarial report or
    valuation (if any) relating to any Company Benefit Plan subject to Title IV
    of the Employee Retirement Income Security Act of 1974 ("ERISA") and
    (D) the most recent determination letter, if any, issued by the IRS with
    respect to any Company Benefit Plan qualified under Section 401(a) of the
    Code.

        (ii) With respect to each Company Benefit Plan that is subject to Title
    IV of ERISA, (A) the present value of accrued benefits under such Company
    Benefit Plan, based upon the actuarial assumptions used for funding purposes
    in the most recent actuarial report prepared by such Company Benefit Plan's
    actuary with respect to such Company Benefit Plan, did not, as of its latest
    valuation date, exceed the then current value of the assets of such Company
    Benefit Plan allocable to such accrued benefits, (B) no "reportable event"
    (within the meaning of Section 4043 of ERISA) has occurred with respect to
    any Company Benefit Plan for which the 30-day notice requirement has not
    been waived, except where such reportable event, individually or in the
    aggregate, has not had and would not reasonably be expected to have a
    Company Material Adverse Effect, and (C) no conditions exist that would
    subject the Company or any Company Subsidiary to any fine under
    Section 4071 of ERISA, except where such reportable event or condition,
    individually or in the aggregate, has not had and would not reasonably be
    expected to have a Company Material Adverse Effect. No Company Benefit Plan
    which is subject to Title IV of ERISA is a "multiemployer pension plan" as
    such term is defined in Section 3(37) of ERISA.

       (iii) Each of the Company Benefit Plans intended to be "qualified" within
    the meaning of Section 401(a) of the Code has received a favorable
    determination letter as to such qualification from the IRS, and no event has
    occurred, either by reason of any action or failure to act, that would
    reasonably be expected to cause the loss of any such qualification, except
    where such loss of qualification, individually or in the aggregate, has not
    had and would not reasonably be expected to have a Company Material Adverse
    Effect.

        (iv) All contributions or other amounts payable by the Company or any
    Company Subsidiary with respect to each Company Benefit Plan have been paid
    or accrued in accordance with GAAP and Section 412 of the Code, except as
    has not had or would not reasonably be expected to have, individually or in
    the aggregate, a Company Material Adverse Effect.

    (j) BENEFIT PLAN COMPLIANCE.  Except as has not had and would not reasonably
be expected to have, individually or in the aggregate, a Company Material
Adverse Effect, (A) all employee benefit plans or programs maintained for the
benefit of the current or former employees or directors of the Company or any
Company Subsidiary that are sponsored, maintained or contributed to by the
Company or any Company Subsidiary, or with respect to which the Company or any
Company Subsidiary has or may have any liability, including any such plan that
is an "employee benefit plan" as defined in Section 3(3) of ERISA, are in
substantial compliance with all applicable requirements of law, including ERISA
and the Code and all applicable Canadian and other non U.S. laws and (B) there
exists no event or set of circumstances in connection with which the Company or
any Company Subsidiary could be subject to liability under the terms of such
plans or programs, ERISA, the Code or any other applicable Canadian or other non
U.S. laws, other than liabilities to pay benefits under such plans or programs.
The execution of, and performance of the transactions contemplated by, this
Agreement will not (either alone or upon the occurrence of any additional or
subsequent events) constitute an event under any benefit plan, policy,
arrangement or agreement or any trust or loan that will or may result in any
payment (including severance, golden parachute payments or otherwise),
acceleration, forgiveness of indebtedness, vesting, distribution, increase in
benefits or obligation to fund benefits with respect to any employee, officer or
director of the Company or any Company Subsidiary. As of the date of this
Agreement, the employment, termination, material consulting and severance
agreements or arrangements or severance policies applicable to the Company or
the Company

                                      A-13
<Page>
Subsidiaries are the agreements and policies specifically set forth in
Section 3.01(j) of the Company Disclosure Letter.

    (k) LABOR MATTERS.  No collective bargaining agreement or other labor union
contract is being negotiated by the Company or any Company Subsidiary that is
material to the Company or the Company Subsidiaries taken as a whole. As of the
date of this Agreement, there is no material labor dispute, strike, slowdown or
work stoppage against the Company or any Company Subsidiary pending, or to the
knowledge of the Company, threatened that may interfere with the respective
business activities of the Company or any Company Subsidiary, except where such
dispute, strike, slowdown or work stoppage, individually or in the aggregate,
has not had and would not reasonably be expected to have a Company Material
Adverse Effect. As of the date of this Agreement, to the knowledge of the
Company, none of the Company, any Company Subsidiary or their respective
representatives or employees has committed any unfair labor practices in
connection with the operation of the respective businesses of the Company or any
Company Subsidiary, and there is no charge or complaint against the Company or
any Company Subsidiary by the National Labor Relations Board or any comparable
state or foreign agency pending or, to the knowledge of the Company, threatened,
except where such unfair labor practice, charge or complaint, individually or in
the aggregate, has not had and would not reasonably be expected to have a
Company Material Adverse Effect.

    (l) FOREIGN BENEFIT PLANS.  With respect to each Company Benefit Plan that
is not subject to United States law (a "FOREIGN BENEFIT PLAN") and except for
such items as, individually or in the aggregate, have not had and would not
reasonably be expected to have a Company Material Adverse Effect:

        (i) all material employer and employee contributions to each Foreign
    Benefit Plan required by any applicable law or by the terms of such Foreign
    Benefit Plan have been made or, if applicable, accrued in accordance with
    normal accounting practices;

        (ii) the fair market value of the assets of each funded Foreign Benefit
    Plan, the liability of each insurer for any Foreign Benefit Plan funded
    through insurance or the book reserve established for any Foreign Benefit
    Plan, together with any accrued contributions, is sufficient to procure or
    provide for the accrued benefit obligations, as of the date of this
    Agreement, with respect to all current and former participants in such
    Foreign Benefit Plan according to actuarial assumptions and valuations most
    recently used to determine employer contributions to such Foreign Benefit
    Plan; and

       (iii) each Foreign Benefit Plan required to be registered has been
    registered and has been maintained in good standing with applicable
    regulatory authorities.

    (m) VOTING REQUIREMENTS.  The adoption of this Agreement by the holders of a
majority in voting power of the outstanding shares of Company Common Stock and
the outstanding Company Special Voting Stock, voting together as a single class
(the "COMPANY STOCKHOLDER APPROVAL"), is the only vote of the holders of any
class or series of Company Capital Stock necessary to approve this Agreement and
the transactions contemplated by this Agreement.

    (n) BROKERS; SCHEDULE OF FEES AND EXPENSES.  No broker, investment banker,
financial advisor or other person, other than UBS Warburg LLC, is entitled to
any broker's, finder's, financial advisor's or other similar fee or commission
in connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Company. A complete and correct copy of
the Company's engagement letter with UBS Warburg LLC has previously been
furnished to Parent.

    (o) OPINION OF FINANCIAL ADVISOR.  The Company has received the opinion of
UBS Warburg LLC, dated the date of this Agreement, to the effect that, as of
such date, the consideration to be received in the Merger by the Company's
stockholders is fair to the Company's stockholders from a financial point of
view.

                                      A-14
<Page>
    (p) TAXES.

        (i) The Company and each Company Subsidiary have timely filed (or have
    had timely filed on their behalf) or will file or cause to be timely filed,
    all material Tax Returns required by applicable law to be filed by any of
    them prior to or as of the Effective Time of the Merger. All such material
    Tax Returns are, or will be at the time of filing, true, complete and
    correct in all material respects.

        (ii) The Company and each Company Subsidiary have paid (or have had paid
    on their behalf) or, where payment is not yet due, have established (or have
    had established on their behalf and for their sole benefit and recourse) or
    will establish or cause to be established on or before the Effective Time of
    the Merger an adequate accrual for the payment of all Taxes due with respect
    to any period ending prior to or as of the Effective Time of the Merger,
    except where the failure to pay or establish adequate reserves, individually
    or in the aggregate, has not had and would not reasonably be expected to
    have a Company Material Adverse Effect.

       (iii) No deficiencies for any material Taxes have been proposed, asserted
    or assessed against the Company or any Company Subsidiary, and no requests
    for waivers of the time to assess any such material Taxes are pending. The
    Federal income Tax Returns of the Company and each Company Subsidiary
    consolidated in such Tax Returns have been examined by and settled with the
    IRS for all years through 1995.

        (iv) The Company has no reason to believe that any conditions exist that
    could reasonably be expected to prevent the Merger from qualifying as a
    reorganization within the meaning of Section 368(a) of the Code.

        (v) For purposes of this Agreement, the following terms shall have the
    following meanings:

           (A) "TAXES" shall mean all Federal, state, local and foreign taxes,
       and other assessments of a similar nature (whether imposed directly or
       through withholding), including any interest, additions to tax, or
       penalties applicable thereto.

           (B) "TAX RETURNS" shall mean all Federal, state, local and foreign
       tax returns, declarations, statements, reports, schedules, forms and
       information returns and any amended tax return relating to Taxes.

    (q) COMPLIANCE WITH LAWS.  Neither the Company nor any Company Subsidiary
has violated or failed to comply with any statute, law, ordinance, regulation,
rule, judgment, decree or order of any Governmental Entity applicable to its
business or operations, except for violations and failures to comply that,
individually or in the aggregate, have not had and would not reasonably be
expected to have a Company Material Adverse Effect.

    (r) EXCESS PARACHUTE PAYMENTS.  Other than payments that may be made to the
persons listed in Section 3.01(r) of the Company Disclosure Letter (the "PRIMARY
COMPANY EXECUTIVES"), any amount that could be received (whether in cash or
property or the vesting of property) as a result of any of the transactions
contemplated by this Agreement by any employee, officer or director of the
Company or any of its affiliates who is a "disqualified individual" (as such
term is defined in proposed Treasury Regulation Section 1.280G-1) under any
employment, severance or termination agreement, other compensation arrangement
or Company Benefit Plan currently in effect would not be characterized as an
"excess parachute payment" (as such term is defined in Section 280G(b)(1) of the
Code). Section 3.01(r) of the Company Disclosure Letter sets forth, as of the
date of this Agreement, for each Primary Company Executive, the Company's
calculations, based on the qualifications and assumptions specified therein, of
the severance and change of control benefits, potentially payable by the Company
to such Primary Company Executive.

    (s) ACCOUNTING MATTERS.  As of the date of this Agreement, the Company,
after consultation with its independent public accountants, believes that no
conditions exist with respect to the Company or the Company Subsidiaries that
would preclude the Company from being a party to a transaction

                                      A-15
<Page>
accounted for as a pooling-of-interests for accounting purposes in accordance
with GAAP and applicable SEC regulations, including the transactions
contemplated hereby.

    (t) ENVIRONMENTAL MATTERS.  Except for items that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Company
Material Adverse Effect:

        (i) Neither the Company nor any Company Subsidiary has (x) placed, held,
    located, released, discharged, transported or disposed of any Hazardous
    Substances (as defined below) on, under, from or at any of the Company's or
    any Company Subsidiary's current or former properties or any other
    properties including third-party disposal sites or (y) any knowledge or
    reason to know of the presence of any Hazardous Substances on, under, at or
    emanating from any of the Company's or any Company Subsidiary's current or
    former properties or any other property but arising from the Company's or
    any Company Subsidiary's current or former properties. For purposes of this
    Agreement, the term "HAZARDOUS SUBSTANCE" shall mean any materials or
    substances (including asbestos, buried contaminants, chemicals, flammable
    explosives, radioactive materials, petroleum and petroleum products) defined
    as, or included in the definition of, "hazardous substances", "hazardous
    wastes", "hazardous materials" or "toxic substances" or otherwise regulated
    under any Environmental Law. For purposes of this Agreement, the term
    "ENVIRONMENTAL LAW" shall mean any federal, state, provincial, regional,
    territorial, municipal, local or foreign statute, code, ordinance, rule,
    regulation, policy, permit, consent, approval, license, judgment, order,
    writ, decree, injunction or other authorization, relating to:
    (A) emissions, discharges, releases or threatened releases of Hazardous
    Substances into the natural or workplace environment, including ambient air,
    soil, sediments, land surface, subsurface, surface water, groundwater,
    tailings ponds or settling lagoons; (B) the generation, treatment, storage,
    disposal, use, handling, manufacturing, transportation or shipment of
    Hazardous Substances; or (C) protection of health or safety or the
    environment, handling, treatment or disposal of solid waste, or operation or
    reclamation of mines.

        (ii) The Company and the Company Subsidiaries are in compliance with
    all, and are not subject to any liability pursuant to, applicable
    Environmental Laws, including the Surface Mining Control and Reclamation
    Act, 30 U.S.C. Section 1201 et seq. (the "SMCRA") and any state law
    comparable to SMCRA under 30 U.S.C. Section 1253 or any other Environmental
    Law, and neither the Company nor any Company Subsidiary is subject to any
    reclamation obligation or other site restoration obligation under any
    Environmental Law.

       (iii) During the past three years, neither the Company nor any Company
    Subsidiary has received any written notice, demand, letter, claim, request
    for information or other written communication alleging that the Company or
    any Company Subsidiary may be in violation of, or liable under, any
    Environmental Law.

        (iv) During the past three years neither the Company nor any Company
    Subsidiary (A) has entered into or agreed to any consent decree or order or
    is subject to any judgment, decree or judicial order relating to compliance
    with Environmental Laws or the investigation, sampling, monitoring,
    treatment, remediation, removal or cleanup of Hazardous Substances and, to
    the knowledge of the Company and the Company Subsidiaries, no investigation,
    litigation or other proceeding is pending or threatened in writing with
    respect thereto, or (B) is an indemnitor in connection with any claim
    asserted in writing to the Company or any Company Subsidiary by any
    third-party indemnitee for any liability under any Environmental Law or
    relating to any Hazardous Substances.

                                      A-16
<Page>
        (v) None of the real property owned or leased by the Company or any
    Company Subsidiary is listed or, to the knowledge of the Company and the
    Company Subsidiaries, proposed for listing on the "National Priorities List"
    or the Comprehensive Environmental Response, Compensation, and Liability
    Information System under Comprehensive Environmental Response, Compensation,
    and Liability Act, as amended, or any similar state or foreign list of sites
    requiring investigation or cleanup.

        (vi) No Environmental Law imposes any obligation upon the Company or any
    Company Subsidiary arising out of or as a condition to any transaction
    contemplated by this Agreement, including any requirement to modify or to
    transfer any permit or license, any requirement to file any notice or other
    submission with any Governmental Entity, the filing of any notice,
    acknowledgment or covenant in any land records, or the modification of or
    provision of notice under any agreement, consent order or consent decree.

    (u) STATE TAKEOVER STATUTES.  The Board of Directors of the Company has
approved the Merger and this Agreement, and such approval is sufficient to
render inapplicable to the Merger, this Agreement, the Stockholders Agreement
and the transactions contemplated by this Agreement and the Stockholders
Agreement, the restrictions contained in Section 203(a) of the DGCL.

    (v) RIGHTS AGREEMENTS.  The Company has taken, and has caused Homestake
Canada to have taken, all necessary action to (i) render the Company Rights and
the Homestake Canada Rights inapplicable to the Merger and the other
transactions contemplated by this Agreement and (ii) ensure that (x) neither
Parent nor any of its affiliates is an Acquiring Person (as defined in the
Company Rights Agreement and the Homestake Canada Rights Agreement, as
applicable), (y) a Distribution Date (as defined in the Company Rights Agreement
and the Homestake Canada Rights Agreement, as applicable) shall not occur by
reason of the approval, execution or delivery of this Agreement or the Merger
and (z) the Company Rights and the Homestake Canada Rights shall expire
immediately prior to the Effective Time of the Merger.

    (w) ABSENCE OF REDUCTION IN RESERVES AND MINERALIZED MATERIAL.  There has
been no reduction in the aggregate amount of reserves or in the aggregate amount
of mineralized material of the Company and the Company Subsidiaries, taken as a
whole, from the amounts set forth in the Company's 2000 annual report to
shareholders except for (i) such reductions in reserves that have resulted from
production in the ordinary course of business, (ii) such reductions in
mineralized material that have resulted from reclassifications of mineralized
material as reserves or (iii) such reductions that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Company
Material Adverse Effect.

    (x) CONTRACTS.

        (i) As of the date of this Agreement, neither the Company nor any
    Company Subsidiary is in breach of, or in default under, or has received
    written notice from another party thereto that it is in default under, any
    material contract to which it is a party, except for such breaches and
    defaults which, individually or in the aggregate, have not had and would not
    reasonably be expected to have a Company Material Adverse Effect.

        (ii) Neither the Company nor any Company Subsidiary is a party to or is
    bound by any contract, arrangement, commitment or understanding which
    contains a geographic limitation on the conduct of the gold mining business
    by the Company or the Company Subsidiaries or by affiliates of the Company
    or the Company Subsidiaries, other than limitations associated with existing
    joint ventures in which the Company or a Company Subsidiary is a party.

    (y) RIGHT TO USE PROPERTIES.  The Company and the Company Subsidiaries have
now and, immediately following the Effective Time of the Merger, will have the
right to occupy and use each Company Designated Property substantially in the
manner currently occupied and used by the

                                      A-17
<Page>
Company and the Company Subsidiaries to conduct the business of the Company and
the Company Subsidiaries as it is presently conducted. For purposes of this
Agreement, a "COMPANY DESIGNATED PROPERTY" is an interest in real property that
is material to the Company and the Company Subsidiaries, taken as a whole.

    SECTION 3.02.  REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB.  Except as
disclosed in the Filed Parent Reporting Documents (as defined in
Section 3.02(g)) or as set forth in the Parent Disclosure Letter (as defined in
Section 3.02(b)), Parent and Sub represent and warrant to the Company as
follows:

    (a) ORGANIZATION, STANDING AND CORPORATE POWER.  Each of Parent, Sub and
each Parent Significant Subsidiary (as hereinafter defined) is a corporation,
partnership or other legal entity duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is organized and has the
requisite power and authority to carry on its business as now being conducted.
Each of Parent, Sub and each of Parent's direct and indirect subsidiaries (each
a "PARENT SUBSIDIARY") is duly qualified or licensed to do business and is in
good standing in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) has not had and would not
reasonably be expected to have a Parent Material Adverse Effect. For purposes of
this Agreement, a "PARENT MATERIAL ADVERSE EFFECT" means (i) a material adverse
effect on the business, properties, financial condition or results of operations
of Parent and the Parent Subsidiaries, taken as a whole (other than effects
relating to (A) the gold mining industry in general that does not have a
materially disproportionate impact on Parent and the Parent Subsidiaries, taken
as a whole), (B) general economic, financial or securities market conditions in
the United States or elsewhere, (C) the announcement of this Agreement, (D) the
relative values of the United States dollar, the Canadian dollar or the
Australian dollar or any two of them, (E) civil or political unrest in Argentina
or Chile that does not have a materially disproportionate impact on Parent and
the Parent Subsidiaries, taken as a whole, or (F) decreases in the price of gold
or silver, or (ii) a material adverse effect on the ability of Parent to perform
its obligations under this Agreement in a timely manner. Parent has made
available to the Company complete and correct copies of its Articles of
Amalgamation and By-laws, and the Certificate of Incorporation and By-Laws of
Sub, in each case as amended to the date of this Agreement. For purposes of this
Agreement, a "PARENT SIGNIFICANT SUBSIDIARY" means any Parent Subsidiary that
constitutes a significant subsidiary of Parent within the meaning of Rule 1-02
of Regulation S-X of the SEC.

    (b) PARENT SUBSIDIARIES.  Section 3.02(b) of the letter from Parent, dated
the date of this Agreement, addressed to the Company (the "PARENT DISCLOSURE
LETTER") lists each Parent Significant Subsidiary and the ownership or interest
therein of Parent. All the outstanding shares of capital stock of each Parent
Significant Subsidiary have been validly issued and are fully paid and
nonassessable and are owned by Parent, by another subsidiary of Parent or by
Parent and another Parent Subsidiary, free and clear of all Liens.

    (c) CAPITAL STRUCTURE.  Except as otherwise contemplated by this Agreement,
the authorized capital stock of Parent (the "PARENT CAPITAL STOCK") consists of
an unlimited number of shares of Parent Common Stock, an unlimited number of
first preferred shares, issuable in series, and an unlimited number of second
preferred shares issuable in series. At the close of business on June 22, 2001:
(i) 396,412,236 shares of Parent Common Stock were outstanding, all of which
were validly issued, fully paid and nonassessable, and no shares of any class or
series of preferred stock of Parent, were outstanding; (ii) no shares of Parent
Common Stock were held by Parent in its treasury; (iii) 21,447,412 shares of
Parent Common Stock were issuable upon the exercise of outstanding employee,
consultant or director stock options (the "PARENT STOCK OPTIONS") that were
granted pursuant to the Parent's employee, consultant and director stock plan
set forth in Section 3.02(c) of the Parent Disclosure Letter (the "PARENT STOCK
PLANS"); and (iv) 680,092 shares of Parent Common Stock were issuable upon

                                      A-18
<Page>
the exercise of certain options granted to former and current directors,
officers and employees of Sutton Resources Ltd. (the "SUTTON OPTIONS"). Except
as set forth above, at the close of business on June 22, 2001, no shares of
capital stock or other voting securities of Parent were issued, reserved for
issuance or outstanding. There are not any bonds, debentures, notes or other
instruments evidencing indebtedness of Parent conferring on the holder or any
party thereto (other than Parent or the Parent Subsidiaries) the right to vote
(or convertible into, or exchangeable for, securities having the right to vote)
on any matters on which stockholders of Parent or any Parent Subsidiary must
vote. Except as set forth above, as of the date of this Agreement, there are not
any Options to which Parent or any Parent Subsidiary is a party or by which any
of them is bound relating to the issued or unissued capital stock of Parent or
any Parent Subsidiary, or obligating Parent or any Parent Subsidiary to issue,
transfer, grant or sell any shares of capital stock or other equity interests
in, or securities convertible or exchangeable for any capital stock or other
equity interests in, Parent or any Parent Subsidiary or obligating Parent or any
Parent Subsidiary to issue, grant, extend or enter into any such Options (other
than obligations with respect to immaterial joint venture arrangements to which
Parent or the Parent Subsidiaries are party or obligations owed to Parent or
Parent Subsidiaries). All shares of Parent Common Stock that are subject to
issuance as aforesaid, upon issuance on the terms and conditions specified in
the instrument pursuant to which they are issuable, will be duly authorized,
validly issued, fully paid and nonassessable. All shares of Parent Common Stock
that are subject to issuance pursuant to the Merger, upon issuance pursuant to
this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights. As of the date of this
Agreement, there are not any outstanding contractual obligations of Parent or
any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of
capital stock of Parent or any Parent Subsidiary, or make any material
investment (in the form of a loan, capital contribution or otherwise) in any
person other than a Parent Subsidiary (other than obligations with respect to
immaterial joint venture arrangements to which Parent or the Parent Subsidiaries
are party). As of the date of this Agreement, the authorized capital stock of
Sub consists of 1,000 shares of common stock, par value $1.00 per share, all of
which have been validly issued, are fully paid and nonassessable and are owned
directly or indirectly by Parent free and clear of any Lien. All of the
outstanding capital stock of Sub shall be directly owned by Parent or, subject
to the consent of the Company, by a direct, wholly owned subsidiary of Parent
incorporated under the laws of the United States or any political subdivision
thereof.

    (d) AUTHORITY; NONCONTRAVENTION.  Parent and Sub have all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated by this Agreement. The Board of Directors of each of
Parent and Sub has approved and declared advisable this Agreement and the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement, in each case by Parent or by Parent and Sub, as the case may be, have
been duly authorized by all necessary corporate action on the part of Parent and
Sub. This Agreement has been duly executed and delivered by Parent and Sub,
respectively, and constitutes a valid and binding obligation of Parent and Sub,
respectively, and constitutes a valid and binding obligation of Parent,
enforceable against each such party in accordance with its terms. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated by this Agreement and compliance with the provisions of this
Agreement will not, conflict with, or result in any violation of, or default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination or acceleration of any obligation or to loss of any
material rights under or result in the creation of any Lien upon any of the
properties or assets of Parent, Sub or any other Parent Subsidiary under,
(i) the Certificate and Articles of Amalgamation or By-laws of Parent, the
certificate of incorporation and by-laws of Sub, or the comparable
organizational documents of any Parent Subsidiary, (ii) any Contract applicable
to Parent, Sub or any other Parent Subsidiary or their respective properties or
assets or (iii) subject to the governmental filings and other matters referred
to in the following sentence, any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Parent, Sub or any other Parent
Subsidiary or their respective properties or

                                      A-19
<Page>
assets, other than, in the case of clauses (ii) and (iii), any such conflicts,
violations, defaults, rights or Liens that individually or in the aggregate have
not had and would not reasonably be expected to have a Parent Material Adverse
Effect. No consent, approval, order or authorization of, or registration or
filing with, any Governmental Entity is required by or with respect to Parent,
Sub or any other Parent Subsidiary in connection with the execution and delivery
of this Agreement by Parent or Sub, as the case may be, or the consummation by
Parent or Sub, as the case may be, of the transactions contemplated by this
Agreement, except for (i) the filing of a premerger notification and report form
by Parent under and the expiration or earlier termination of the waiting period
under the HSR Act and compliance with the premerger notification requirements
under Part IX of the Competition Act, (ii) the filing with the SEC of (A) the
Form F-4, and (B) such reports under Section 13(a) of the Exchange Act, as may
be required in connection with this Agreement and the transactions contemplated
by this Agreement, (iii) the filing of the Certificate of Merger with the
Delaware Secretary of State and appropriate documents with the relevant
authorities of other states in which Parent is qualified to do business,
(iv) the notification of the Merger to the AFIRB, (v) notification to the NYSE
and notification to, and approval by, the TSE of the issuance of the Parent
Common Stock and the Parent Special Voting Share (the "TSE APPROVAL"), (vi) as
may be required in connection with the actions contemplated by
Sections 2.03(b)(iv) and 5.01 and to obtain an exemption for the issuance of the
Parent Special Voting Share from the application of Ontario Securities
Commission Rule 56-501 (the "OSC EXEMPTION") and any analogous requirement of
the securities laws of any other Canadian jurisdiction, (vii) those that may be
required solely by reason of the Company's (as opposed to any other third
party's) participation in the Merger and the other transactions contemplated by
this Agreement and (viii) such other consents, approvals, orders,
authorizations, registrations, declarations and filings, including under
applicable Environmental Laws, (x) as may be required under the laws of
Argentina or Chile or (y) that, if not obtained or made, would not reasonably be
expected to have, individually or in the aggregate, a Parent Material Adverse
Effect. Parent and the Parent Subsidiaries possess all Permits, including
pursuant to any Environmental Law, necessary to conduct their business as such
business is currently conducted or is expected to be conducted, except for such
Permits the lack of possession of which, individually or in the aggregate, have
not had and would not reasonably be expected to have a Parent Material Adverse
Effect. All such Permits are validly held by Parent or the Parent Subsidiaries,
and Parent and the Parent Subsidiaries have complied in all respects with all
terms and conditions thereof, except for such instances where the failure to
validly hold such Permits or the failure to have complied with such Permits,
individually or in the aggregate, has not had and would not reasonably be
expected to have a Parent Material Adverse Effect; none of such Permits will be
subject to suspension, modification, revocation or nonrenewal as a result of the
execution and delivery of this Agreement or the consummation of the Merger,
other than such Permits the suspension, modification or nonrenewal of which,
individually or in the aggregate, has not had and would not reasonably be
expected to have a Parent Material Adverse Effect; and since December 31, 2000,
neither Parent nor any Parent Subsidiary has received any written warning,
notice, notice of violation or probable violation, notice of revocation, or
other written communication from or on behalf of any Governmental Entity,
alleging (A) any violation of such Permit or (B) that Parent or any Parent
Subsidiary requires any Permit required for its business, as such business is
currently conducted that is not currently held by it, that in the case of
clause (A) or (B), individually or in the aggregate, have not had or would not
reasonably be expected to have a Parent Material Adverse Effect.

    (e) REPORTING DOCUMENTS; UNDISCLOSED LIABILITIES.  Parent has filed all
required reports, schedules, forms, statements and other documents with the SEC
and the Canadian provincial securities commissions (the "CANADIAN SECURITIES
AUTHORITIES") since January 1, 2001 (the "PARENT REPORTING DOCUMENTS"). As of
its date, each Parent Reporting Document complied in all material respects with
the requirements of the Securities Act, the Exchange Act or the Canadian
provincial securities laws, policy statements ("CANADIAN SECURITIES LAWS"), as
the case may be, and the rules and regulations of the SEC or the Canadian
Securities Authorities or promulgated thereunder applicable to such Parent

                                      A-20
<Page>
Reporting Documents. None of the Parent Reporting Documents contains any untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, except to the
extent that such statements have been modified or superseded by a later filed
Parent Reporting Document. The consolidated financial statements of Parent
included in the Parent Reporting Documents comply as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC and the Canadian Securities Authorities with respect
thereto, have been prepared in accordance with generally accepted accounting
principles in Canada applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto) and fairly present in all
material respects the consolidated financial position of Parent as of the dates
thereof and the consolidated results of its operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments). Neither Parent nor any Parent Subsidiary has any
liabilities or obligations of any nature (whether accrued, absolute, contingent
or otherwise) which, individually or in the aggregate, have had or would
reasonably be expected to have a Parent Material Adverse Effect. None of the
Parent Subsidiaries is subject to the informational reporting requirements of
Section 13 of the Exchange Act or analogous Canadian Securities Laws. Parent has
not filed any confidential material change report with the Ontario Securities
Commission or any other Canadian Securities Authority or the TSE which as of the
date hereof remains confidential.

    (f) INFORMATION SUPPLIED.  None of the information supplied or to be
supplied by Parent or Sub for inclusion or incorporation by reference in
(i) the Form F-4 will, at the time the Form F-4 is filed with the SEC, at any
time it is amended or supplemented or at the time it becomes effective under the
Securities Act, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading, or (ii) the Proxy Statement will, at the date the Proxy Statement is
first mailed to the Company's stockholders or at the time of the Company
Stockholders Meeting, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they are
made, not misleading. The Form F-4 will comply as to form in all material
respects with the requirements of the Exchange Act and the rules and regulations
promulgated thereunder, except that no representation or warranty is made by
Parent or Sub with respect to statements made or incorporated by reference
therein based on information supplied by the Company for inclusion or
incorporation by reference in the Form F-4.

    (g) ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as disclosed in the Parent
Reporting Documents filed and publicly available prior to the date of this
Agreement (the "FILED PARENT REPORTING DOCUMENTS"), from December 31, 2000, to
the date of this Agreement, Parent has conducted its business only in the
ordinary course, and:

        (i) there has not been any change by the Parent or any Parent
    Significant Subsidiary in its accounting principles or practices;

        (ii) there has not been any revaluation by the Parent or any Parent
    Subsidiary of any material asset (including any writing down of the value of
    intangible assets or inventory or writing off of notes or accounts
    receivable but excluding marketable securities, intercompany debt and
    hedging contracts) other than in the ordinary course of business consistent
    with past practice;

       (iii) there has not been any incurrence of material indebtedness by the
    Parent or any Parent Subsidiary, excluding intercompany indebtedness;

        (iv) there has not been any entry by the Parent or any Parent Subsidiary
    into any commitment or transaction (including, without limitation, the sale
    of assets or stock of the Parent or any Parent

                                      A-21
<Page>
    Subsidiary) material to the Parent and the Parent Subsidiaries taken as a
    whole, except in the ordinary course of business consistent with past
    practice;

        (v) there has not been any termination or material amendment of any
    contract that is material to the Parent and the Parent Subsidiaries taken as
    whole to which the Parent or any Parent Subsidiary is a party, and neither
    the Parent nor any Parent Subsidiary has entered into any new contract that
    is material to the Parent and the Parent Subsidiaries taken as a whole with
    any person, except in the ordinary course of business consistent with past
    practice;

        (vi) there has not been any event, change, effect or development which,
    individually or in the aggregate, has had or would reasonably be expected to
    have a Parent Material Adverse Effect;

       (vii) except for regular semi-annual dividends not in excess of $0.22 per
    share per annum paid on Parent Common Stock, with customary record and
    payment dates, there has not been any declaration, setting aside or payment
    of any dividend or other distribution (whether in cash, stock or property)
    with respect to any shares of Parent Capital Stock;

      (viii) there has not been any split, combination or reclassification of
    any Parent Capital Stock or any issuance or the authorization of any
    issuance of any other securities in exchange or in substitution for shares
    of Parent Capital Stock; and

        (ix) neither Parent nor any Parent Subsidiary has agreed, committed or
    resolved to do any of the foregoing.

    (h) LITIGATION.  As of the date of this Agreement, there is no suit, action
or proceeding pending or, to the knowledge of Parent, threatened against Parent
or any Parent Subsidiary that, individually or in the aggregate, has had or
would reasonably be expected to have a Parent Material Adverse Effect, and there
is not any judgment, decree, injunction, rule or order of any Governmental
Entity outstanding against Parent or any Parent Subsidiary, individually or in
the aggregate, having or which would reasonably be expected to have any Parent
Material Adverse Effect.

    (i) BENEFIT PLAN COMPLIANCE.  Except as has not had and would not reasonably
be expected to have a Parent Material Adverse Effect, all employee benefit plans
or programs maintained for the benefit of the current or former employees or
directors of Parent or any Parent Subsidiary that are sponsored, maintained or
contributed to by Parent or any Parent Subsidiary, or with respect to which
Parent or any Parent Subsidiary has or may have any liability, including any
such plan that is an "EMPLOYEE BENEFIT PLAN" as defined in Section 3(3) of
ERISA, are in substantial compliance with all applicable requirements of law,
including ERISA and the Code and all applicable Canadian and other non
U.S. laws. The execution of, and performance of the transactions contemplated
by, this Agreement will not (either alone or upon the occurrence of any
additional or subsequent events) constitute an event under any benefit plan,
policy, arrangement or agreement or any trust or loan that will or may result in
any payment (including severance, golden parachute payments or otherwise),
acceleration, forgiveness of indebtedness, vesting, distribution, increase in
benefits or obligation to fund benefits with respect to any employee, officer or
director of Parent or any Parent Subsidiary.

    (j) PARENT SHAREHOLDER APPROVAL.  This Agreement and the transactions
contemplated hereby, including the issuance of shares of Parent Common Stock and
the Parent Special Voting Share pursuant to the Merger, do not require the
approval of the holders of any shares of capital stock of Parent.

    (k) TAXES.

        (i) Parent and each Parent Subsidiary have timely filed (or have had
    timely filed on their behalf) or will file or cause to be timely filed, all
    material Tax Returns required by applicable law to be filed by any of them
    prior to or as of the Effective Time of the Merger. All such material Tax
    Returns are, or will be at the time of filing, true, complete and correct in
    all material respects.

                                      A-22
<Page>
        (ii) Parent and each Parent Subsidiary have paid (or have had paid on
    their behalf) or, where payment is not yet due, have established (or have
    had established on their behalf and for their sole benefit and recourse) or
    will establish or cause to be established on or before the Effective Time of
    the Merger an adequate accrual for the payment of all Taxes due with respect
    to any period ending prior to or as of the Effective Time of the Merger,
    except where the failure to pay or establish adequate reserves, individually
    or in the aggregate, has not had and would not reasonably be expected to
    have a Parent Material Adverse Effect.

       (iii) No deficiencies for any material Taxes have been proposed, asserted
    or assessed against Parent or any Parent Subsidiary, and no requests for
    waivers of the time to assess any such material Taxes are pending. The
    income Tax Returns of Parent and each Parent Subsidiary consolidated in such
    Tax Returns have been examined by and settled with the IRS or the Canada
    Customs and Revenue Agency for all years through 1994.

        (iv) Parent has no reason to believe that any conditions exist that
    could reasonably be expected to prevent the Merger from qualifying as a
    reorganization within the meaning of Section 368(a) of the Code.

    (l) COMPLIANCE WITH LAWS.  Neither Parent nor any Parent Subsidiary has
violated or failed to comply with any statute, law, ordinance, regulation, rule,
judgment, decree or order of any Governmental Entity applicable to its business
or operations, except for violations and failures to comply that, individually
or in the aggregate, have not had and would not reasonably be expected to have a
Parent Material Adverse Effect.

    (m) ENVIRONMENTAL MATTERS.  Except for items that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Parent
Material Adverse Effect:

        (i) Neither Parent nor any Parent Subsidiary has (x) placed, held,
    located, released, discharged, transported or disposed of any Hazardous
    Substances on, under, from or at any of Parent's or any Parent Subsidiary's
    current or former properties or any other properties including any
    third-party disposal site or (y) any knowledge or reason to know of the
    presence of any Hazardous Substances on, under, at or emanating from any of
    Parent's or any Parent Subsidiary's current or former properties or any
    other property but arising from Parent's or any Parent Subsidiary's current
    or former properties.

        (ii) Parent and the Parent Subsidiaries are in compliance with all, and
    are not subject to any liability pursuant to, applicable Environmental Laws,
    including the SMCRA and any state law comparable to SMCRA under 30 U.S.C.
    Section 1253 or any other Environmental Law, and neither Parent nor any
    Parent Subsidiary is subject to any reclamation obligation or other site
    restoration obligation under any Environmental Law.

       (iii) During the past three years, neither Parent nor any Parent
    Subsidiary has received any written notice, demand, letter, claim, request
    for information or other written communication alleging that Parent or any
    Parent Subsidiary may be in violation of, or liable under, any Environmental
    Law.

        (iv) During the past three years neither Parent nor any Parent
    Subsidiary (A) has entered into or agreed to any consent decree or order or
    is subject to any judgment, decree or judicial order relating to compliance
    with Environmental Laws or the investigation, sampling, monitoring,
    treatment, remediation, removal or cleanup of Hazardous Substances and, to
    the knowledge of Parent and the Parent Subsidiaries, no investigation,
    litigation or other proceeding is pending or threatened in writing with
    respect thereto, or (B) is an indemnitor in connection with any claim
    asserted in writing to Parent or any Parent Subsidiary by any third-party
    indemnitee for any liability under any Environmental Law or relating to any
    Hazardous Substances.

                                      A-23
<Page>
        (v) None of the real property owned or leased by Parent or any Parent
    Subsidiary is listed or, to the knowledge of Parent and the Parent
    Subsidiaries, proposed for listing on the "National Priorities List" or the
    Comprehensive Environmental Response, Compensation, and Liability
    Information System under Comprehensive Environmental Response, Compensation,
    and Liability Act, as amended, or any similar state or foreign list of sites
    requiring investigation or cleanup.

        (vi) No Environmental Law imposes any obligation upon Parent or any
    Parent Subsidiary arising out of or as a condition to any transaction
    contemplated by this Agreement, including any requirement to modify or to
    transfer any permit or license, any requirement to file any notice or other
    submission with any Governmental Entity, the filing of any notice,
    acknowledgment or covenant in any land records, or the modification of or
    provision of notice under any agreement, consent order or consent decree.

    (n) ABSENCE OF REDUCTION IN RESERVES AND MINERALIZED MATERIAL.  There has
been no reduction in the aggregate amount of reserves or in the aggregate amount
of mineralized material of Parent and the Parent Subsidiaries, taken as a whole,
from the amounts set forth in Parent's 2000 annual report to shareholders except
for (i) such reductions in reserves that have resulted from production in the
ordinary course of business, (ii) such reductions in mineralized material that
have resulted from reclassifications of mineralized material as reserves or
(iii) such reductions that, individually or in the aggregate, have not had and
would not reasonably be expected to have a Parent Material Adverse Effect.

    (o) ACCOUNTING MATTERS.  As of the date of this Agreement, Parent, after
consultation with its independent public accountants, believes that no
conditions exist with respect to Parent or the Parent Subsidiaries that would
preclude Parent from being a party to a transaction accounted for as a
pooling-of-interests for accounting purposes in accordance with GAAP and
applicable SEC regulations, including the transactions contemplated hereby.

    (p) CONTRACTS.  As of the date of this Agreement, neither Parent nor any
Parent Subsidiary is in breach of or in default under, or has received written
notice from another party thereto that it is in default under, any material
contract to which it is a party, except for such breaches and defaults which,
individually or in the aggregate, have not had and would not reasonably be
expected to have a Parent Material Adverse Effect.

    (q) RIGHT TO USE PROPERTIES.  Parent and the Parent Subsidiaries have now
and, immediately following the Effective Time of the Merger, will have the right
to occupy and use each Parent Designated Property substantially in the manner
currently occupied and used by Parent and the Parent Subsidiaries to conduct the
business of Parent and the Parent Subsidiaries as it is presently conducted. For
purposes of this Agreement, a "PARENT DESIGNATED PROPERTY" is an interest in
real property that is material to Parent and the Parent Subsidiaries, taken as a
whole.

    (r) INTERIM OPERATIONS OF SUB.  Sub was formed solely for the purpose of
engaging in the transactions contemplated by this Agreement and has not engaged
in any business activities or conducted any operations other than in connection
with the transactions contemplated by this Agreement.

    (s) OWNERSHIP OF COMPANY SECURITIES.  None of Parent, Sub or their
respective affiliates beneficially owns or exercises control or direction over,
nor do they have any rights to acquire, any shares of Company Common Stock, any
Exchangeable Shares or any other securities of the Company or Homestake Canada.

                                      A-24
<Page>
                                   ARTICLE IV
                   COVENANTS RELATING TO CONDUCT OF BUSINESS

    SECTION 4.01.  CONDUCT OF BUSINESS.

    (a) CONDUCT OF BUSINESS BY THE COMPANY.  During the period from the date of
this Agreement to the Effective Time of the Merger, the Company shall, and shall
cause the Company Subsidiaries to, carry on their respective businesses in the
usual, regular and ordinary course in substantially the same manner as
heretofore conducted and in compliance in all material respects with all
applicable laws and regulations and, to the extent consistent therewith, use
reasonable efforts to preserve intact their current business organizations, keep
available the services of their current officers, employees and consultants and
preserve their relationships with customers, suppliers, licensors, licensees,
distributors and others having business dealings with them. Without limiting the
generality of the foregoing, during the period from the date of this Agreement
to the Effective Time of the Merger, except as expressly contemplated by this
Agreement or as set forth in Section 4.01(a) of the Company Disclosure Letter,
or otherwise approved in writing by Parent, the Company shall not, and shall not
permit any Company Subsidiary to:

        (i) (x) declare, set aside or pay any dividends on, or make any other
    distributions in respect of, any of its capital stock, other than dividends
    and distributions by a direct or indirect wholly owned Company Subsidiary to
    its parent, regular annual cash dividends on the Company Common Stock with
    customary record and payment dates in an amount not in excess of $0.025 per
    share per annum and regular annual cash dividends on the Exchangeable Shares
    with customary record and payment dates in an amount not in excess of $0.025
    per share per annum, (y) split, combine or reclassify any of its capital
    stock or issue or authorize the issuance of any other securities in respect
    of, in lieu of or in substitution for shares of its capital stock other than
    any exchange of Exchangeable Shares for Company Common Stock, or
    (z) purchase, redeem or otherwise acquire any shares of capital stock of the
    Company or any Company Subsidiary or any other securities thereof or any
    rights, warrants or options to acquire any such shares or other securities
    other than any exchange of Exchangeable Shares for Company Common Stock;

        (ii) issue, deliver, sell, grant, pledge or otherwise encumber (w) any
    shares of its capital stock, (x) any other voting securities or any
    securities convertible into or exchangeable for any shares of its capital
    stock, (y) any rights, warrants or options to acquire any such shares,
    voting securities or convertible or exchangeable securities, or (z) any
    share rights under the Company Stock Plans (other than (A) as required
    pursuant to existing agreements with current or former employees,
    consultants and directors, and Company Benefit Plans in existence on the
    date of this Agreement as set forth in the Company Disclosure Letter,
    (B) contributions and distributions of Company Capital Stock and rights
    related to Company Capital Stock by the Company and the Company Subsidiaries
    pursuant to Company Benefit Plans in the ordinary course of business
    consistent with past practice, (C) the issuance of Company Common Stock (and
    associated Company Rights) for Exchangeable Shares, (D) the issuance of
    shares of Company Common Stock (and associated Company Rights) upon the
    vesting of the Company Share Rights, the required delivery of such shares
    pursuant to Company Delayed Delivery Rights or upon the exercise of Company
    Stock Options outstanding on the date of this Agreement and in accordance
    with their present terms, (E) the issuance of shares of Homestake Canada
    common stock referred to in clause (iii) of the fourth sentence of
    Section 3.01(c) upon the exercise of HCI Employee Stock Options outstanding
    on the date of this Agreement and in accordance with their present terms,
    (F) the issuance of Company Capital Stock pursuant to the Company Rights
    Agreement, (G) the issuance of Exchangeable Shares pursuant to the Homestake
    Canada Rights Agreement and (H) the grant of additional Company Stock
    Options and Company Share Rights in the ordinary course of business
    consistent with past practice to employees, consultants and directors of the
    Company and the

                                      A-25
<Page>
    Company Subsidiaries and, in the case of such Company Share Rights and such
    Company Stock Options, the issuance of Company Common Stock upon the vesting
    (in the case of Company Share Rights) or exercise (in the case of Company
    Stock Options) thereof);

       (iii) amend its certificate of incorporation, by-laws or other comparable
    charter or organizational documents;

        (iv) acquire or agree to acquire (x) by merging or consolidating with,
    or by purchasing a substantial portion of the assets of, or by any other
    manner, any business or any corporation, partnership, limited liability
    company, joint venture, association or other business organization or
    division thereof or (y) any assets that are material, individually or in the
    aggregate, to the Company and the Company Subsidiaries taken as a whole;

        (v) sell, lease, license, mortgage or otherwise encumber or subject to
    any Lien or otherwise dispose of any personal property or real property of
    the Company or any of the Company Subsidiaries other than (A) sales and
    dispositions of interests or rights with respect to real property having an
    aggregate fair market value on the date of this Agreement of less than
    $10,000,000, raw materials, obsolete or surplus equipment, mine output and
    other inventories, in each case only if in the ordinary course of business
    consistent with past practice, and (B) encumbrances and Liens that are
    incurred in the ordinary course of business consistent with past practice;

        (vi) (A) incur any indebtedness for borrowed money or guarantee any such
    indebtedness of another person, issue or sell any debt securities or
    warrants or other rights to acquire any debt securities of the Company or
    any Company Subsidiary, guarantee any debt securities of another person,
    enter into any "keep well" or other agreement to maintain any financial
    statement condition of another person or enter into any arrangement having
    the economic effect of any of the foregoing, except for short-term
    borrowings incurred in the ordinary course of business consistent with past
    practice, or (B) make any loans, advances (other than any advances to
    employees in the ordinary course of business consistent with prior practice)
    or capital contributions to, or investments in, any other person, other than
    to any joint venture of the Company or a Company Subsidiary in the ordinary
    course of business consistent with past practice or to the Company or any
    direct or indirect wholly owned Company Subsidiary;

       (vii) make any material Tax election or settle or compromise any material
    Tax liability or refund, except to the extent already provided for in the
    Filed Company SEC Documents;

      (viii) except in the ordinary course of business consistent with past
    practice, pursuant to existing employment agreements or as required by
    applicable laws, (A) increase the compensation payable or to become payable
    to its executive officers or employees, (B) grant any severance or
    termination pay to, or enter into or amend any employment, bonus or
    severance agreement with, any director, officer or employee of the Company
    or any Company Subsidiary (other than in accordance with Company Benefit
    Plans as in effect on the date of this Agreement) or (C) establish, adopt,
    enter into or amend in any material respect or take any action to accelerate
    any rights or benefits under any collective bargaining agreement or Company
    Benefit Plan; PROVIDED, HOWEVER, that notwithstanding any other provision of
    this Agreement, the Company and the Company Subsidiaries may continue to pay
    bonuses (on such basis and at such levels) consistent with past practice;

        (ix) without limiting the generality of clause (viii) above, make any
    amendment to any Company Stock Plan as a result of this Agreement or in
    contemplation of the Merger; or

        (x) authorize any of, or commit or agree to take any of, the foregoing
    actions.

                                      A-26
<Page>
    (b) CONDUCT OF BUSINESS BY PARENT.  During the period from the date of this
Agreement to the Effective Time of the Merger, Parent shall, and shall cause the
Parent Subsidiaries to, carry on their respective businesses in the usual,
regular and ordinary course in substantially the same manner as heretofore
conducted and in compliance in all material respects with all applicable laws
and regulations and, to the extent consistent therewith, use reasonable efforts
to preserve intact their current business organizations, keep available the
services of their current officers, employees and consultants and preserve their
relationships with customers, suppliers, licensors, licensees, distributors and
others having business dealings with them. Without limiting the generality of
the foregoing, during the period from the date of this Agreement to the
Effective Time of the Merger, except as expressly contemplated by this Agreement
or as set forth in Section 4.01(b) of the Parent Disclosure Letter, or otherwise
approved in writing by the Company, Parent shall not, and shall not permit any
Parent Subsidiary to:

        (i) (x) declare, set aside or pay any dividends on, or make any other
    distributions in respect of, any of its capital stock, other than dividends
    and distributions by a direct or indirect wholly owned Parent Subsidiary to
    holders of its shares and regular annual cash dividends on the Parent Common
    Stock with customary record and payment dates in an amount not in excess of
    $0.30 per share per annum, or (y) other than in the ordinary course of
    business (but without limiting Parent's obligations under Section 5.12(b)),
    purchase, redeem or otherwise acquire any shares of capital stock of the
    Parent or any other securities thereof or any rights, warrants or options to
    acquire any such shares or other securities;

        (ii) amend the Articles of Amalgamation or By-laws of Parent or the
    certificate of incorporation and by-laws of Sub, except for such amendments
    that do not have a material adverse effect on the transactions contemplated
    by this Agreement (provided that any resulting delay in the consummation of
    the Merger shall not constitute a material adverse effect for purposes of
    this clause (ii) to the extent such amendment is necessary or advisable to
    facilitate an acquisition contemplated by Section 4.01(e));

       (iii) change its principal business from the business of gold mining; and

        (iv) authorize any of, or commit or agree to take any of, the foregoing
    actions.

    (c) OTHER ACTIONS.  Except as expressly permitted by Section 4.02 or
5.01(c), the Company and Parent shall not, and shall not permit any of their
respective subsidiaries to, take any action that would, or that would reasonably
be expected to, result in (i) any of the representations and warranties of such
party set forth in this Agreement that are qualified as to materiality becoming
untrue, (ii) any of such representations and warranties that are not so
qualified becoming untrue in any material respect or (iii) any of the conditions
to the Merger set forth in Article VI not being satisfied.

    (d) ADVICE OF CHANGES.  The Company and Parent shall promptly advise the
other party orally and in writing of any change or event having, or which,
insofar as can reasonably be foreseen, would reasonably be expected to have, a
Company Material Adverse Effect or a Parent Material Adverse Effect, as
applicable.

    (e) MATERIAL ACQUISITIONS.  In the event Parent or any Parent Subsidiary,
directly or indirectly, acquires or enters into any agreement to acquire all or
substantially all of the capital stock, equity or assets of any other person or
business, in any such case without the prior written consent of the Company, and
as a result thereof the Merger has not been consummated by March 23, 2002, then,
(i) notwithstanding Section 4.01(a), after March 31, 2002, Parent shall not
unreasonably withhold or delay its consent to any action proposed to be taken by
the Company that is otherwise prohibited by clauses (iv) and (v) thereof, and
(ii) the Company may extend the Outside Date on one occasion, by written notice
to Parent delivered not later than March 24, 2002, to a date not later than
September 30, 2002; provided that the Company may only extend the Outside Date
pursuant to this clause (ii) if Mr. August von Finck or his attorney(s) in fact
has irrevocably waived his right to

                                      A-27
<Page>
terminate the Stockholders Agreement pursuant to Section 4.01(c) thereof for the
period of such extension by a written instrument in form and substance
reasonably satisfactory to Parent.

    SECTION 4.02.  NO SOLICITATION BY THE COMPANY.

    (a) The Company shall not, nor shall it permit any Company Subsidiary to,
nor shall it authorize or permit any officer, director or employee of or any
investment banker, attorney, accountant or other advisor or representative of,
the Company or any Company Subsidiary to, (i) solicit, initiate or encourage the
submission of any Company Takeover Proposal (as defined below), (ii) enter into
any agreement with respect to any Company Takeover Proposal or (iii) provide any
non-public information regarding the Company or any Company Subsidiary to any
third party or engage in any negotiations or substantive discussions in
connection with any Company Takeover Proposal; PROVIDED, HOWEVER, that
(A) prior to receipt of the Company Stockholder Approval, the Company may, in
response to a Company Takeover Proposal that was not solicited by the Company
and that did not otherwise result from a breach of this Section 4.02(a), provide
any non-public information regarding itself to any third party or engage in any
negotiations or substantive discussions with such person regarding any Company
Takeover Proposal, in each case only if (x) the Company's Board of Directors
determines in good faith, after consultation with counsel and its financial
advisors, that such actions are reasonably likely to result in a Company
Superior Proposal, (y) the Company then has in effect with such third party a
confidentiality agreement in reasonably customary form and, in any event, not
materially less favorable to the Company than the Confidentiality Agreement and
(z) the Company promptly delivers to Parent a copy of any information provided
to such third party in accordance with this Section 4.02 and (B) nothing
contained in this Agreement shall prevent the Company or its Board of Directors
from complying with Rule 14e-2 promulgated under the Exchange Act with regard to
a Company Takeover Proposal or prevent the Company's Board of Directors from
taking any action permitted by Section 5.01(c). For purposes of this Agreement,
"COMPANY TAKEOVER PROPOSAL" means (i) any proposal or offer for a merger,
consolidation or other business combination involving the Company, (ii) any
proposal or offer to acquire in any manner, directly or indirectly, more than
15% of the Company Common Stock or (iii) any proposal or offer to acquire in any
manner, directly or indirectly, assets of the Company or the Company
Subsidiaries representing more than 25% of the consolidated assets of the
Company, other than the transactions contemplated by this Agreement. The Company
shall, and shall cause each Company Subsidiary to, immediately cease and cause
to be terminated any existing activities, discussions or negotiations by the
Company, any Company Subsidiary or any officer, director or employee of or
investment banker, attorney, accountant or other advisor or representative of,
the Company or any Company Subsidiary, with any parties conducted heretofore
with respect to any of the foregoing.

    (b) Neither the Board of Directors of the Company nor any committee thereof
shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a
manner adverse to Parent or Sub, the adoption and approval by such Board of
Directors or any such committee of this Agreement or the Merger or (ii) approve
or recommend, or propose publicly to approve or recommend, any Company Takeover
Proposal. Notwithstanding the foregoing, at any time after the date hereof and
prior to receipt of the Company Stockholder Approval, in response to a Company
Superior Proposal which was not solicited by the Company and which did not
otherwise result from a breach of Section 4.02(a), the Board of Directors of the
Company may terminate this Agreement pursuant to Section 7.01(d) and cause the
Company to enter into an agreement with respect to any Company Superior
Proposal, PROVIDED such termination only may occur at a time that is after the
third complete business day following the Company's delivery to Parent of
written notice advising Parent that the Board of Directors of the Company is
prepared to accept a Company Superior Proposal, specifying the material terms
and conditions of such Company Superior Proposal and identifying the person
making such Company Superior Proposal. The term "COMPANY SUPERIOR PROPOSAL"
means a Company Takeover Proposal that the Company's Board of Directors
determines in good faith, after consultation with

                                      A-28
<Page>
counsel and its financial advisors and taking into account all relevant material
terms of such Company Takeover Proposal and this Agreement (including any
changes to this Agreement proposed by Parent in response to a Company Takeover
Proposal), is financially more favorable to the stockholders of the Company than
the Merger and the other transactions contemplated by this Agreement.

    (c) The Company promptly shall advise Parent orally and in writing of the
receipt of any Company Takeover Proposal and of the receipt of any inquiry with
respect to or which the Company reasonably believes could lead to any Company
Takeover Proposal. The Company promptly shall advise Parent orally and in
writing of the identity of the person making any such Company Takeover Proposal
or inquiry and of the material terms of any such Company Takeover Proposal and
of any changes thereto.

                                   ARTICLE V
                             ADDITIONAL AGREEMENTS

    SECTION 5.01.  PREPARATION OF FORM F-4 AND THE PROXY STATEMENT; COMPANY
STOCKHOLDERS MEETING.

    (a) As soon as practicable following the date of this Agreement, the Company
shall prepare the Proxy Statement and Parent shall prepare and file with the SEC
the Form F-4, in which the Proxy Statement shall be included as a prospectus.
Each of the Company and Parent shall use reasonable efforts to have the
Form F-4 declared effective under the Securities Act as promptly as practicable
after such filing. Each of the Company and Parent shall use reasonable efforts
to cause the Proxy Statement to be mailed to the holders of the Company Common
Stock and the holder of the Company Special Voting Stock as promptly as
practicable after the Form F-4 is declared effective under the Securities Act.
Parent shall also take any action (other than qualifying to do business in any
jurisdiction in which it is not now so qualified) required to be taken under any
applicable state securities or "blue sky" laws or Canadian Securities Laws in
connection with the issuance of Parent Common Stock pursuant to the Merger, and
the Company shall furnish all information concerning the Company and the holders
of the Company Common Stock and rights to acquire Company Common Stock pursuant
to the Company Stock Plans as may be reasonably requested in connection with any
such action.

    (b) The Company shall, as soon as practicable following the date of this
Agreement, duly call, give notice of, convene and hold a meeting of the holders
of the Company Common Stock and the holder of the Company Special Voting Stock
(the "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the Company
Stockholder Approval. Subject to Section 5.01(c), the Company shall, through its
Board of Directors, recommend to its stockholders that they give the Company
Stockholder Approval.

    (c) Subject to Section 4.02(b), the Board of Directors of the Company shall
be permitted to (i) not recommend to the Company's stockholders that they give
the Company Stockholder Approval or (ii) withdraw or modify in a manner adverse
to Parent its recommendation to the Company's stockholders that they give the
Company Stockholder Approval, but only if and to the extent that the Company's
Board of Directors determines in good faith, after consultation with counsel and
its financial advisors, that failing to take any such action would breach the
fiduciary duties of the Company's Board of Directors.

    (d) If Parent elects to include financial statements in the Form F-4
prepared in accordance with GAAP and if as a result thereof the Form F-4 has not
been declared effective by the 25th business day prior to the then Outside Date,
then the Company may extend the then Outside Date by not less than 30 days and
in no event to a date later than September 30, 2002, by written notice to Parent
delivered not later than the 20th business day prior to the then Outside Date;
provided that the Company may only extend the then Outside Date pursuant to this
Section 5.01(d) if Mr. August von Finck or his attorney(s) in fact has
irrevocably waived his right to terminate the Stockholders Agreement pursuant

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to Section 4.01(c) thereof for the period of such extension by a written
instrument in form and substance reasonably satisfactory to Parent.

    SECTION 5.02.  LETTER OF THE COMPANY'S ACCOUNTANTS.  The Company shall use
reasonable efforts to cause to be delivered to Parent a letter of
PricewaterhouseCoopers LLP, the Company's independent public accountants, dated
a date within two business days before the date on which the Form F-4 shall
become effective and addressed to Parent, in form and substance reasonably
satisfactory to Parent and customary in scope and substance for letters
delivered by independent public accountants in connection with registration
statements similar to the Form F-4.

    SECTION 5.03.  LETTER OF PARENT'S ACCOUNTANTS.  Parent shall use reasonable
efforts to cause to be delivered to the Company a letter of
PricewaterhouseCoopers LLP, Parent's independent public accountants, dated a
date within two business days before the date on which the Form F-4 shall become
effective and addressed to the Company, in form and substance reasonably
satisfactory to the Company and customary in scope and substance for letters
delivered by independent public accountants in connection with registration
statements similar to the Form F-4.

    SECTION 5.04.  ACCESS TO INFORMATION; CONFIDENTIALITY.  Each of the Company
and Parent shall, and shall cause each of its respective subsidiaries to, afford
to the other party and to the officers, directors, employees, accountants,
counsel, financial advisors and other representatives of such other party,
reasonable access during normal business hours during the period prior to the
Effective Time of the Merger to all their respective properties, books,
contracts, commitments, personnel and records and, during such period, each of
the Company and Parent shall, and shall cause each of its respective
subsidiaries to, furnish promptly to the other party (i) a copy of each report,
schedule, registration statement and other document filed by it during such
period pursuant to the requirements of Canadian, United States, provincial or
state securities laws and (ii) all other information concerning its business,
properties and personnel as such other party may reasonably request. Such
information shall be held in confidence to the extent required by, and in
accordance with, the provisions of the letter dated June 6, 2001, between the
Company and Parent (the "CONFIDENTIALITY AGREEMENT"). The rights and obligations
of the parties under the Confidentiality Agreement (except for Section 11
thereof), shall terminate upon the Effective Time of the Merger. Section 11 of
the Confidentiality Agreement, and the rights and obligations of the parties
thereunder, shall (i) be suspended for so long as this Agreement is in effect
and (ii) shall terminate at the Effective Time of the Merger or if, earlier, in
accordance with its terms.

    SECTION 5.05.  REASONABLE EFFORTS; NOTIFICATION.

    (a) Upon the terms and subject to the conditions set forth in this
Agreement, each of the parties shall use reasonable efforts to take, or cause to
be taken, all actions, and to do, or cause to be done, and to assist and
cooperate with the other parties in doing, all things necessary, proper or
advisable to consummate and make effective, in the most expeditious manner
practicable, the Merger and the other transactions contemplated by this
Agreement, including (i) the obtaining of all necessary actions or nonactions,
waivers, consents and approvals from Governmental Entities and the making of all
necessary registrations and filings (including filings with Governmental
Entities, if any) and the taking of all reasonable steps as may be necessary to
obtain an approval or waiver from, or to avoid an action or proceeding by, any
Governmental Entity, (ii) the obtaining of all necessary consents, approvals or
waivers from third parties, (iii) the defending of any lawsuits or other legal
proceedings, whether judicial or administrative, challenging this Agreement or
the consummation of the transactions contemplated by this Agreement including
seeking to have any stay or temporary restraining order entered by any court or
other Governmental Entity vacated or reversed, and (iv) the execution and
delivery of any additional instruments necessary to consummate the transactions
contemplated by, and to fully carry out the purposes of, this Agreement;
PROVIDED, HOWEVER, that a party shall not be obligated to (A) take any action
pursuant to the foregoing if the taking of such action or the obtaining of any
waiver, consent, approval or exemption is reasonably likely to result in the
imposition of a condition or

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restriction of the type referred to in clause (ii), (iii) or (iv) of
Section 6.01(f) or (B) sell, license or otherwise dispose of, hold separate or
otherwise divest itself of any material portion of the business or assets of the
Company, any Company Subsidiary, Parent or any Parent Subsidiary in order to
consummate the transactions contemplated by this Agreement. In connection with
and without limiting the foregoing, Parent, the Company and their respective
Boards of Directors shall (i) take all action necessary so that no takeover
statute or similar statute or regulation is or becomes applicable to the Merger,
this Agreement or any other transaction contemplated by this Agreement and
(ii) if any takeover statute or similar statute or regulation becomes applicable
to the Merger, this Agreement or any other transaction contemplated by this
Agreement, take all action necessary so that the Merger and the other
transactions contemplated by this Agreement may be consummated as promptly as
practicable on the terms contemplated by this Agreement and otherwise to
minimize the effect of such statute or regulation on the Merger and the other
transactions contemplated by this Agreement.

    (b) The Company shall give prompt notice to Parent, and Parent or Sub shall
give prompt notice to the Company, of (i) any representation or warranty made by
it or contained in this Agreement that is qualified as to materiality becoming
untrue or inaccurate in any respect or any such representation or warranty that
is not so qualified becoming untrue or inaccurate in any material respect or
(ii) the failure by it to comply with or satisfy in any material respect any
covenant, condition or agreement to be complied with or satisfied by it under
this Agreement; PROVIDED, HOWEVER, that no such notification shall affect the
representations, warranties, covenants or agreements of the parties or the
conditions to the obligations of the parties under this Agreement.

    SECTION 5.06.  RIGHTS AGREEMENTS; CONSEQUENCES IF RIGHTS TRIGGERED.  The
Board of Directors of the Company shall take all further action (in addition to
that referred to in Section 3.01(v)) requested in writing by Parent in order to
render the Company Rights and the Homestake Canada Rights inapplicable to the
Merger and the other transactions contemplated by this Agreement. Except as
provided in Section 3.01(v) or as requested in writing by Parent, prior to the
Company's Stockholders' Meeting, the Board of Directors of the Company shall not
(i) amend the Company Rights Agreement, (ii) permit Homestake Canada to amend
the Homestake Canada Rights Agreement, (iii) take any action with respect to, or
make any determination under, the Company Rights Agreement or (iv) permit
Homestake Canada to take any action with respect to, or make any determination
under, the Homestake Canada Rights Agreement. In the event that notwithstanding
Section 3.01(v) and this Section 5.06, a Distribution Date occurs under the
Company Rights Agreement or the Homestake Canada Rights Agreement at any time
during the period from the date of this Agreement to the Effective Time of the
Merger when the Company Rights or the Homestake Canada Rights are outstanding,
the Company and Parent shall make such adjustment to the Conversion Number as
the Company and Parent shall mutually agree so as to preserve the economic
benefits that the Company and Parent each reasonably expected on the date of
this Agreement to receive as a result of the consummation of the Merger and the
other transactions contemplated by this Agreement.

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    SECTION 5.07.  COMPANY STOCK OPTIONS.

    (a) As soon as practicable following the date of this Agreement, the Board
of Directors of the Company or the Board of Directors of a Company Subsidiary,
as applicable, (or, if appropriate, any committee administering the Company
Stock Plans) shall adopt such resolutions or take such other actions as may be
required to effect the following:

        (i) adjust the terms of all outstanding Company Stock Options granted
    under the Company Stock Plans and the terms of the Company Stock Plans, to
    provide that, at the Effective Time of the Merger, each Company Stock Option
    outstanding immediately prior to the Effective Time of the Merger shall be
    deemed to constitute an option to acquire, on substantially identical terms
    and conditions as were applicable under such Company Stock Option, the same
    number of shares of Parent Common Stock as the holder of such Company Stock
    Option would have been entitled to receive pursuant to the Merger had such
    holder exercised such Company Stock Option in full immediately prior to the
    Effective Time of the Merger, at a price per share equal to (y) the
    aggregate exercise price for the shares of Company Common Stock otherwise
    purchasable pursuant to such Company Stock Option divided by (z) the number
    of shares of Parent Common Stock deemed purchasable pursuant to such Company
    Stock Option; PROVIDED, HOWEVER, that in the case of any option to which
    Section 421 of the Code applies by reason of its qualification under either
    Section 422 or 423 of the Code ("QUALIFIED STOCK OPTIONS"), the option
    price, the number of shares purchasable pursuant to such option and the
    terms and conditions of exercise of such option shall be determined in order
    to comply with Section 424(a) of the Code;

        (ii) adjust the terms of (y) all outstanding Company Share Rights
    granted under the Company Stock Plans to provide that, at the Effective Time
    of the Merger, each Company Share Right outstanding immediately prior to the
    Effective Time shall be deemed to constitute a share right to acquire, on
    the same terms and conditions as were applicable under such Company Share
    Right, the same number of shares of Parent Common Stock as the holder of
    such Company Share Right would have been entitled to receive pursuant to the
    Merger had such holder received all shares of Company Common Stock covered
    by the Company Share Right immediately prior to the Effective Time and
    (z) the Company's performance-based share rights agreements granted under
    the Company's Stock Option and Share Rights Plan--1996 by substituting in
    lieu of the closing price of the "Company's Common Stock" (as referred to in
    such agreements) on the dates specified in such agreements, when such price
    is used as the base from which performance is to be measured, the price
    obtained by dividing the closing price of the "Company's Common Stock" (as
    referred to in such agreements) on such dates by the Conversion Number, by
    substituting in lieu of the closing price of the " Company's Common Stock"
    (as referred to in such agreements) on the dates specified in such
    agreements, when such price is used to measure the performance that has been
    achieved, the closing price of Parent Common Stock and by adjusting, for all
    purposes of such agreements, the Peer Company Index (as referred to in such
    agreements) and the Adjusted Standard and Poor's Gold and Precious Metals
    Index (as referred to in such agreements) to not include stock of Parent;

       (iii) adjust the terms of all outstanding Company Delayed Delivery Rights
    granted under the Company Stock Plans and the terms of the Company Stock
    Plans, to provide that, at the Effective Time of the Merger, (A) each
    Company Delayed Delivery Right outstanding immediately prior to the
    Effective Time of the Merger shall be deemed to constitute a right to
    acquire, on the same terms and conditions as were applicable under such
    Company Delayed Delivery Right, the same number of shares of Parent Common
    Stock as the holder of such Company Delayed Delivery Right would have been
    entitled to receive pursuant to the Merger had such holder received all
    shares of Company Common Stock covered by such Company Delayed Delivery
    Right immediately prior to the Effective Time of the Merger, (B) the per
    share exercise price of the options underlying the Company Delayed Delivery
    Right shall be adjusted to equal (y) the aggregate

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<Page>
    adjusted exercise price for the shares of Company Common Stock covered by
    such Company Delayed Delivery Right divided by (z) the number of shares of
    Parent Common Stock deemed issuable pursuant to such Company Delayed
    Delivery Right and (C) the per share exercise price of the options
    underlying the Company Delayed Delivery Right payable in Parent Common Stock
    (as adjusted in clause (B) hereof) shall be compared to the price of a share
    of Parent Common Stock in determining whether the Company Delayed Delivery
    Right becomes due and payable in Parent Common Stock;

        (iv) to the extent within the power of the Company, adopt resolutions
    and take other reasonable actions (not including the amendment of any
    Company Benefit Plan or the renegotiation of any agreement that the Company
    or any Company Subsidiary has entered into) to ensure that the execution of,
    and performance of the transactions contemplated by, this Agreement will not
    (either alone or upon the occurrence of any additional or subsequent events)
    constitute a "corporate transaction" or "change of control" for purposes of
    the Company Stock Plans and take all necessary actions to carry out the
    terms of this Section 5.07(a); and

        (v) make such other changes to the Company Stock Plans, Company Stock
    Options, Company Delayed Delivery Rights and Company Share Rights as it
    deems appropriate to give effect to the Merger.

    (b) As soon as practicable after the Effective Time of the Merger, Parent
shall deliver to the holders of Company Stock Options, Company Share Rights,
Company Delayed Delivery Rights and HCI Employee Stock Options appropriate
notices setting forth such holders' rights pursuant to the respective Company
Stock Plans and the agreements evidencing the grants of such Company Stock
Options, Company Share Rights, Company Delayed Delivery Rights and HCI Employee
Stock Options shall continue in effect on the same terms and conditions (subject
to the adjustments required by this Section 5.07 after giving effect to the
Merger). Parent shall comply with the terms of the Company Stock Plans and shall
take appropriate action to provide, to the extent required by, and subject to
the provisions of, such Company Stock Plans, that the Company Stock Options and
HCI Employee Stock Options which qualified as qualified stock options prior to
the Effective Time of the Merger continue to qualify, where applicable, as
qualified stock options after the Effective Time of the Merger.

    (c) Parent shall take all corporate action necessary to reserve for issuance
a sufficient number of shares of Parent Common Stock for delivery upon exercise
of the Company Stock Options and upon vesting of Company Share Rights and upon
payment of Company Delayed Delivery Rights assumed in accordance with this
Section 5.07. On or prior to the Effective Time of the Merger, Parent shall
file a registration statement on an appropriate form with respect to the shares
of Parent Common Stock subject to such Company Stock Options, Company Share
Rights and Company Delayed Delivery Rights and shall use reasonable efforts to
maintain the effectiveness of such registration statement or registration
statements (and maintain the current status of the prospectus or prospectuses
contained therein) for so long as such Company Stock Options, Company Share
Rights and Company Delayed Delivery Rights remain outstanding. With respect to
those individuals who subsequent to the Merger are subject to the reporting
requirements under Section 16(a) of the Exchange Act, where applicable, Parent
shall administer the Company Stock Plans assumed pursuant to this Section 5.07
in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.

    SECTION 5.08.  BENEFIT PLANS.

    (a) MAINTENANCE OF BENEFITS.  For a period of one year after the Effective
Time of the Merger, Parent shall (i) either (A) maintain or cause the Surviving
Corporation (or in the case of a transfer of all or substantially all the assets
and business of the Surviving Corporation, its successors and assigns) to
maintain the Company Benefit Plans (other than plans providing for the issuance
of Company Capital Stock or based on the value of Company Capital Stock) at the
benefit levels in effect on the date hereof or (B) provide or cause the
Surviving Corporation (or, in such case, its successors or

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assigns) to provide benefits to employees of the Company and the Company
Subsidiaries that are no less favorable in the aggregate to such employees than
those provided to such employees under the Company Benefit Plans (other than
plans providing for the issuance of Company Capital Stock or based on the value
of Company Capital Stock) at the benefit levels in effect on the date of this
Agreement and (ii) make available plans providing for the issuance of Parent
Capital Stock or based on the value of Parent Capital Stock to employees of the
Company and the Company Subsidiaries that are no less favorable than those
provided to similarly situated employees of Parent. Parent shall continue the
administration of the annual bonus programs and arrangements of the Company and
the Company Subsidiaries (in the same manner as administered by the Company and
the Company Subsidiaries, as applicable, prior to the Effective Time of the
Merger) from the Effective Time of the Merger through the end of the calendar
year in which the Effective Time of the Merger occurs; PROVIDED, HOWEVER, that
each person who is an employee of the Company or any Company Subsidiary at the
Effective Time of the Merger and who is terminated by Parent or any of its
affiliates other than for "Good and Sufficient Cause" (as defined in the
Company's 1999 Change of Control Severance Plan, as may be amended from time to
time) after the Effective Time of the Merger and prior to the determination date
of the bonus amounts for the calendar year in which the Effective Time of the
Merger occurs (with such determination date being selected in accordance with
the Company's prior practice) shall be entitled to receive from Parent or its
affiliates a bonus payment in an amount equal to the pro-rata portion (based on
the number of days in the calendar year prior to the date of termination in
relation to the number of days in the full calendar year) of the bonus amount
the employee otherwise would have been eligible to receive in such calendar
year, based on the prior practice in the administration of the bonus programs
and arrangements by the Company and the Company Subsidiaries, had such employee
remained employed by Parent or its affiliates through such determination date;
PROVIDED FURTHER, HOWEVER, that such payment shall not duplicate any benefit
provided to such employee under any agreement, bonus, or contract of the Company
or any Company Subsidiaries. From and after the Effective Time of the Merger,
Parent shall, and shall cause the Surviving Corporation and its successors and
assigns to, (i) honor in accordance with their respective terms (as in effect
immediately prior to the Effective Time of the Merger), all the Company's and
the Company Subsidiaries' employment, severance and termination agreements and
(ii) assume and adopt the 1999 Change of Control Severance Plan and the
Executive Supplemental Retirement Plan in the same manner and to the same extent
the Company would be required to perform under such plans and shall become the
employer for all purposes under such plans.

    (b) SERVICE.  With respect to any benefit plan maintained by Parent or any
Parent Subsidiary (including any severance plan or policy), for all purposes,
including determining eligibility to participate, level of benefits and vesting,
service with the Company or any Company Subsidiary (or any predecessor employer
of an employee of the Company or any Company Subsidiary, to the extent service
with such predecessor employer is recognized by the Company or the applicable
Company Subsidiary) immediately prior to the Effective Time of the Merger shall
be treated as service with Parent or the Parent Subsidiaries; PROVIDED, HOWEVER,
that such service need not be recognized to the extent that such recognition
would result in any duplication of benefits.

    (c) PRE-EXISTING CONDITIONS, CO-PAYMENTS AND DEDUCTIBLES.  For purposes of
each benefit plan of Parent or the Parent Subsidiaries, Parent and the Parent
Subsidiaries shall use all reasonable efforts to cause all pre-existing
condition exclusions and actively-at-work requirements of such plans to be
waived for employees of the Company and the Company Subsidiaries and their
covered dependents (other than limitations, including pre-existing conditions
exclusions, or waiting periods that are already in effect with respect to such
employees and dependents under the benefit plans of the Company and the Company
Subsidiaries and that have not been satisfied as of the date such employees and
dependents commence participation in such benefit plans of Parent and the Parent
Subsidiaries). Parent and the Parent Subsidiaries shall give full credit for all
co-payments and deductibles to the extent satisfied in the plan year in which
the Effective Time occurs (or the year in which employees of the Company and

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the Company Subsidiaries and their dependents commence participation in the
benefit plans of Parent and the Parent Subsidiaries, if later) as if there had
been a single continuous employer; PROVIDED that such co-payments and
deductibles are submitted to the administrator of the benefit plans of the
Parent and the Parent Subsidiaries within 90 days following the Effective Time
of the Merger.

    SECTION 5.09.  INDEMNIFICATION.

    (a) Parent shall, to the fullest extent permitted by law, cause the
Surviving Corporation to honor all the Company's obligations to indemnify
(including any obligations to advance funds for expenses) the current or former
directors or officers of the Company for acts or omissions by such directors and
officers occurring prior to the Effective Time of the Merger to the extent that
such obligations of the Company exist on the date of this Agreement, whether
pursuant to the Company's Restated Certificate of Incorporation, By-laws,
individual indemnity agreements or otherwise, and such obligations shall survive
the Merger and shall continue in full force and effect in accordance with the
terms of such Restated Certificate of Incorporation, By-laws and individual
indemnity agreements from the Effective Time of the Merger until the expiration
of the applicable statute of limitations with respect to any claims against such
directors or officers arising out of such acts or omissions.

    (b) For a period of six years after the Effective Time, Parent shall cause
to be maintained in effect the current or substantially similar policies of
directors' and officers' liability insurance maintained by the Company with
respect to claims arising from or related to facts or events which occurred at
or before the Effective Time; PROVIDED, HOWEVER, that Parent shall not be
obligated to make annual premium payments for such insurance to the extent such
premiums exceed 200% of the annual premiums paid as of the date hereof by the
Company for such insurance (such 200% amount, the "MAXIMUM PREMIUM"). The
Company represents to Parent that the annual premium under such insurance is
approximately $512,000 for the current policy year. If such insurance coverage
cannot be obtained at all, or can only be obtained at an annual premium in
excess of the Maximum Premium, Parent shall maintain the most advantageous
policies of directors' and officers' insurance obtainable for an annual premium
equal to the Maximum Premium.

    SECTION 5.10.  FEES AND EXPENSES.  Except as provided in Section 7.02, all
fees and expenses, including any fees payable to any broker, investment banker
or financial advisor, incurred in connection with the Merger, this Agreement and
the transactions contemplated by this Agreement shall be paid by the party
incurring such fees or expenses, whether or not the Merger is consummated,
except that expenses incurred in connection with printing and mailing the Proxy
Statement and the Form F-4 shall be shared equally by Parent and the Company.

    SECTION 5.11.  PUBLIC ANNOUNCEMENTS.  Parent and Sub, on the one hand, and
the Company, on the other hand, shall consult with each other before issuing,
and provide each other the opportunity to review and comment upon, any press
release or other public statements with respect to the transactions contemplated
by this Agreement, including the Merger, and shall not issue any such press
release or make any such public statement prior to such consultation, except as
may be required by applicable law, court process or by obligations pursuant to
any listing agreement with any national securities exchange.

    SECTION 5.12.  TAX AND ACCOUNTING TREATMENT.

    (a) Each of Parent and the Company shall not knowingly take any action and
shall not knowingly fail to take any action which action or failure to act would
prevent, or would be likely to prevent, the Merger from qualifying as a
reorganization within the meaning of Section 368(a) of the Code and shall use
reasonable efforts to obtain the opinion of counsel referred to in
Section 6.03(c).

    (b) Each of the Company and Parent shall not take any action, and shall not
fail to take any action, which action or failure to act would prevent, or would
be reasonably likely to prevent, the Merger from qualifying for pooling of
interests accounting treatment under GAAP. The Company shall

                                      A-35
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take such reasonable actions with respect to the Company, its affiliates and the
Company Subsidiaries that are within the control of the Company in order to
assist Parent in enabling the Merger to qualify for pooling of interests
accounting treatment under GAAP. Parent shall use its reasonable best efforts to
cause the Merger to qualify for pooling of interests accounting treatment under
GAAP.

    SECTION 5.13.  AFFILIATES.

    (a) Prior to the Closing Date, the Company shall deliver to Parent a letter
identifying all persons who are, at the time this Agreement is submitted for
approval to the stockholders of the Company, "affiliates" of the Company
(including all directors of the Company) for purposes of Rule 145 under the
Securities Act. The Company shall use reasonable efforts to cause each such
person to deliver to Parent on or prior to the Closing Date a written agreement
substantially in the form attached hereto as Exhibit A.

    (b) Prior to the Closing Date, Parent shall deliver to the Company a letter
identifying all persons who are, at the time this Agreement is submitted for
approval to the stockholders of the Company, "affiliates" of Parent (including
directors of Parent). Parent shall use reasonable efforts to cause such person
to deliver to the Company on or prior to the Closing Date a written agreement
substantially in the form attached hereto as Exhibit B.

    SECTION 5.14.  STOCK EXCHANGE LISTINGS.  Parent shall use reasonable best
efforts to cause the shares of Parent Common Stock to be issued in the Merger
and pursuant to the Company Stock Plans to be approved for listing on the NYSE
and the TSE and to cause the issuance of the Parent Special Voting Share to be
approved by the TSE, in each case subject to official notice of issuance, prior
to the Closing Date. Parent shall use its reasonable best efforts to cause the
OSC Exemption and the TSE Approval to be obtained as soon as practicable after
the date hereof.

    SECTION 5.15.  ALTERNATIVE STRUCTURE.  In the event that (i) the TSE
Approval and/or the OSC Exemption shall not be granted by a date that is
sufficiently in advance of the Outside Date in order to permit the transactions
contemplated by this Agreement to be consummated on the terms set forth herein
or (ii) the proposed treatment of the Exchangeable Shares pursuant to
Section 2.03 would result in the failure of a condition in Section 6.01, (other
than Section 6.01(b) or (e)), then in any such case the parties shall take such
actions as are necessary or appropriate (including implementing an arrangement
or amalgamation with respect to the Exchangeable Shares or amendment to the
Exchangeable Share Provisions so as to exchange or otherwise change or convert
the Exchangeable Shares into shares of Parent Common Stock) to permit the
transactions contemplated by this Agreement to be consummated on terms as close
as possible to the terms of this Agreement.

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

    SECTION 6.01.  CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER.  The respective obligation of each party to effect the Merger is subject
to the satisfaction or its waiver on or prior to the Closing Date of the
following conditions:

    (a) COMPANY STOCKHOLDER APPROVAL.  The Company shall have obtained the
Company Stockholder Approval.

    (b) NYSE AND TSE LISTING.  The shares of Parent Company Stock issuable to
the Company's stockholders and employees pursuant to this Agreement shall have
been approved for listing on the NYSE and the TSE and the TSE shall have
approved the issuance of the Parent Special Voting Share, in each case subject
to official notice of issuance.

    (c) ANTITRUST.  The waiting periods (and any extensions thereof) applicable
to the transactions contemplated by this Agreement under the HSR Act shall have
been terminated or shall have expired.

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The Commissioner of Competition (the "COMMISSIONER") under the Competition Act
shall have issued an advance ruling certificate ("ARC") under Section 102 of the
Competition Act or the applicable waiting period under Part IX of the
Competition Act shall have expired or been waived and the Commissioner or his
representative shall have issued a no action letter or compliance with Part IX
of the Competition Act shall have been waived pursuant to Section 113(c) of the
Competition Act. Any consents, approvals and filings under any other foreign
antitrust or competition law or the foreign investment laws of Argentina or
Chile, the absence of which would prohibit the consummation of the Merger, shall
have been obtained or made.

    (d) NO INJUNCTIONS OR RESTRAINTS.  No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Merger shall be in effect; PROVIDED, HOWEVER, that subject
to the proviso in Section 5.05(a) each of the parties shall have used reasonable
efforts to prevent the entry of any such injunction or other order and to appeal
as promptly as possible any such injunction or other order that may be entered.

    (e) FORM F-4; OSC EXEMPTION.  The Form F-4 shall have become effective under
the Securities Act and shall not be the subject of any stop order or proceedings
seeking a stop order, and Parent shall have received all state securities or
"blue sky" authorizations necessary to issue the Parent Common Stock pursuant to
this Agreement. The OSC Exemption shall have been obtained and shall be in full
force and effect.

    (f) NO LITIGATION.  There shall not be pending any suit, action or
proceeding by any Governmental Entity (i) challenging the acquisition by Parent
or Sub of any shares of Company Common Stock, seeking to restrain or prohibit
the consummation of the Merger or any of the other transactions contemplated by
this Agreement or seeking to obtain from the Company, Parent or Sub any damages
that are material in relation to the Company and its subsidiaries taken as a
whole, (ii) seeking to prohibit or limit the ownership or operation by the
Company, any Company Significant Subsidiary, Parent or any Parent Significant
Subsidiary of any material portion of the business or assets of the Company, any
Company Significant Subsidiary, Parent or any Parent Significant Subsidiary or
to compel the Company, any Company Significant Subsidiary, Parent or any Parent
Significant Subsidiary to dispose of or hold separate any material portion of
the business or assets of the Company, any Company Significant Subsidiary,
Parent or any Parent Significant Subsidiary, as a result of the Merger or any of
the other transactions contemplated by this Agreement, (iii) seeking to impose
material limitations on the ability of Parent or Sub to acquire or hold, or
exercise full rights of ownership of, any shares of capital stock of the
Surviving Corporation, including the right to vote such capital stock on all
matters properly presented to the stockholders of the Surviving Corporation, or
(iv) seeking to prohibit Parent or any Parent Subsidiary from effectively
controlling in any material respect the business or operations of the Company or
the Company Significant Subsidiaries.

    (g) POOLING LETTERS.  (i) Parent shall have received a letter from
PricewaterhouseCoopers LLP dated as of the Closing Date and addressed to Parent,
stating that the Merger qualifies for pooling-of-interests accounting treatment
under GAAP if consummated in accordance with this Agreement and (ii) the Company
shall have received a letter from PricewaterhouseCoopers LLP dated as of the
Closing Date and addressed to the Company, stating that the Company is eligible
to be a party to a transaction to be accounted for as a pooling-of-interests
under GAAP (assuming such transaction was initiated on the date of this
Agreement).

    SECTION 6.02.  CONDITIONS TO OBLIGATIONS OF PARENT AND SUB.  The obligations
of Parent and Sub to effect the Merger are further subject to the satisfaction
or waiver by Parent on or prior to the Closing Date of the following conditions:

    (a) REPRESENTATIONS AND WARRANTIES.  The representations and warranties of
the Company set forth in this Agreement, without regard to any qualifications or
exceptions contained therein as to materiality

                                      A-37
<Page>
or Company Material Adverse Effect, shall be true and correct, as of the date of
this Agreement and as of the Closing Date as though made on and as of the
Closing Date, except to the extent any such representation or warranty expressly
relates to an earlier date (in which case as of such date); PROVIDED, HOWEVER,
that, other than with respect to the representations and warranties contained in
Sections 3.01(c), 3.01(r) and 3.01(x)(ii) and the last sentence of 3.01(j)
(which must be true and correct in all material respects), the foregoing
condition shall be deemed satisfied unless the failure of such representations
and warranties to be true and correct, individually or in the aggregate, would
reasonably be expected to result in a Company Material Adverse Effect. Parent
shall have received a certificate signed on behalf of the Company by the Chief
Executive Officer and the Chief Financial Officer of the Company to such effect.

    (b) PERFORMANCE OF OBLIGATIONS OF THE COMPANY.  The Company shall have
performed in all material respects all obligations (except for obligations under
Section 4.01(a)(viii)(B), which the Company shall have performed in all
respects) required to be performed by it under this Agreement at or prior to the
Closing Date, and Parent shall have received a certificate signed on behalf of
the Company by the Chief Executive Officer and the Chief Financial Officer of
the Company to such effect.

    (c) LETTERS FROM COMPANY AFFILIATES.  Parent shall have received from each
person named in the letter referred to in Section 5.13(a) an executed copy of an
agreement substantially in the form attached hereto as Exhibit A.

    (d) ABSENCE OF COMPANY MATERIAL ADVERSE EFFECT.  Except as previously
disclosed in the Filed Company SEC Documents or as set forth in Section 6.02(d)
of the Company Disclosure Letter, there shall not have occurred since the date
of this Agreement any event, change, effect or development which, individually
or in the aggregate, has had or would reasonably be expected to have a Company
Material Adverse Effect.

    (e) FIRPTA CERTIFICATE.  The Company shall provide Parent with a certificate
pursuant to Sections 1.897-2(h) and 1.1445-2(c)(3) of the Treasury regulations
(in a form reasonably satisfactory to Parent) to the effect that the Company is
not, and has not been at any time during the previous five years, a United
States real property holding corporation within the meaning of section 897 of
the Code. The certificate shall be signed by a duly authorized officer of the
Company under penalties of perjury and dated as of the Closing Date. In
connection with such certification, the Company shall comply with the
notification requirements of Treasury regulation section 1.897-2(h)(2).

    SECTION 6.03.  CONDITIONS TO OBLIGATION OF THE COMPANY.  The obligation of
the Company to effect the Merger is further subject to the satisfaction or
waiver by the Company on or prior to the Closing Date of the following
conditions:

    (a) REPRESENTATIONS AND WARRANTIES.  The representations and warranties of
Parent and Sub set forth in this Agreement, without regard to any qualifications
or exceptions contained therein as to materiality or Parent Material Adverse
Effect, shall be true and correct, as of the date of this Agreement and as of
the Closing Date as though made on and as of the Closing Date, except to the
extent any such representation or warranty expressly relates to an earlier date
(in which case as of such date); PROVIDED, HOWEVER, that the foregoing condition
shall be deemed satisfied unless the failure of such representations and
warranties to be true and correct, individually or in the aggregate, would
reasonably be expected to result in a Parent Material Adverse Effect. The
Company shall have received a certificate signed on behalf of Parent by the
Chief Executive Officer and the Chief Financial Officer of Parent to such
effect.

    (b) PERFORMANCE OF OBLIGATIONS OF PARENT AND SUB.  Parent and Sub shall have
performed in all material respects all obligations required to be performed by
them under this Agreement at or prior to

                                      A-38
<Page>
the Closing Date, and the Company shall have received a certificate signed on
behalf of Parent by the Chief Executive Officer and the Chief Financial Officer
of Parent to such effect.

    (c) TAX OPINION.  The Company shall have received an opinion dated the
Closing Date from Cravath, Swaine & Moore, counsel to the Company, in form and
substance reasonably satisfactory to the Company, substantially to the effect
that, on the basis of facts, representations and assumptions set forth in such
opinion which are consistent with the state of facts existing on the Closing
Date, the Merger will be treated for Federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code. In rendering
such opinion, Cravath, Swaine & Moore may require and rely upon (and may
incorporate by reference) reasonable and customary representations and
covenants, including those contained in certificates of officers of Parent, the
Company, Sub and others.

    (d) ABSENCE OF PARENT MATERIAL ADVERSE EFFECT.  Except as set forth in the
Filed Parent Reporting Documents or as set forth in Section 6.03(d) of the
Parent Disclosure Letter, there shall not have occurred since the date of this
Agreement any event, change, effect or development which, individually or in the
aggregate, has had or would reasonably be expected to have a Parent Material
Adverse Effect.

    (e) LETTER FROM PARENT AFFILIATES.  The Company shall have received from
each person referred to in Section 5.13(b) an executed copy of an agreement
substantially in the form attached hereto as Exhibit B.

                                  ARTICLE VII
                       TERMINATION, AMENDMENT AND WAIVER

    SECTION 7.01.  TERMINATION.  This Agreement may be terminated at any time
prior to the Effective Time of the Merger, whether before or after the Company
Stockholder Approval:

    (a) by mutual written consent of Parent, Sub and the Company;

    (b) by either Parent or the Company:

        (i) if, at a duly held stockholders meeting of the Company or any
    adjournment or postponement thereof at which the Company Stockholder
    Approval is voted upon, the Company Stockholder Approval shall not have been
    obtained;

        (ii) if the Merger shall not have been consummated on or before
    March 31, 2002 (as the same may be extended from time to time pursuant to
    Section 4.01(e) or 5.01(d), the "OUTSIDE DATE"), unless the failure to
    consummate the Merger is the result of a wilful, material breach of this
    Agreement by the party seeking to terminate this Agreement;

       (iii) if any court of competent jurisdiction or other Governmental Entity
    shall have issued an order, decree or ruling or taken any other action
    permanently enjoining, restraining or otherwise prohibiting the Merger and
    such order, decree, ruling or other action shall have become final and
    non-appealable; or

        (iv) in the event of a breach by the other party of any representation,
    warranty, covenant or other agreement contained in this Agreement which
    (A) would give rise to the failure of a condition set forth in
    Section 6.02(a) or 6.02(b) or Section 6.03(a) or 6.03(b), as applicable, and
    (B) cannot be or has not been cured within 30 days after the giving of
    written notice to the breaching party of such breach or the Outside Date,
    whichever is earlier (PROVIDED that the terminating party is not then in
    breach of any representation, warranty, covenant or other agreement that
    would give rise to a failure of a condition as described in clause (A)
    above);

    (c) by either Parent or the Company in the event that any condition to the
obligation of such party to effect the Merger set forth in Section 6.02 (in the
case of Parent) or Section 6.03 (in the case of the Company) is not capable of
being satisfied prior to the Outside Date;

                                      A-39
<Page>
    (d) by the Company, if the Board of Directors of the Company shall have
approved, and the Company shall concurrently with such termination enter into, a
definitive agreement providing for the implementation of the transactions
contemplated by a Company Superior Proposal; PROVIDED, HOWEVER, that (i) such
Company Takeover Proposal was not solicited by the Company and did not otherwise
result from a breach of Section 4.02(a), (ii) the Company has complied with the
proviso to the second sentence of Section 4.02(b) and (iii) no termination
pursuant to this Section 7.01(d) shall be effective unless the Company shall
simultaneously make the payment required by Section 7.02(a); and

    (e) by Parent, if the Company's Board of Directors shall have (i) withdrawn
or modified in a manner adverse to Parent its recommendation to the Company's
stockholders that they give the Company Stockholder Approval or (ii) approved or
recommended any Company Takeover Proposal.

    SECTION 7.02.  EFFECT OF TERMINATION.

    (a) In the event that (i) any person makes a Company Takeover Proposal after
the date of this Agreement that shall not have been withdrawn on the date of the
Company Stockholders Meeting or the date on which the event giving rise to a
termination by Parent pursuant to Section 7.01(b)(iv) occurs, and thereafter
this Agreement is terminated pursuant to Section 7.01(b)(i) or by Parent
pursuant to Section 7.01(b)(iv) and within twelve months of such termination the
Company enters into an agreement providing for or consummates a Company Takeover
Proposal, (ii) this Agreement is terminated by the Company pursuant to
Section 7.01(d) or (iii) this Agreement is terminated by Parent pursuant to
Section 7.01(e), then the Company shall pay to Parent a fee of $80,000,000, less
any amount previously paid by the Company to Parent pursuant to
Section 7.02(b), which amount shall be payable by wire transfer of same day
funds, on the date of termination of this Agreement.

    (b) If this Agreement is terminated by either Parent or the Company as
provided in Section 7.01(b)(i), then the Company shall pay to Parent, forthwith
upon demand by Parent, the Expenses incurred by Parent, up to $10,000,000 in the
aggregate. "EXPENSES" means all out-of-pocket expenses (including fees and
expenses payable to all banks, investment banking firms, other financial
institutions, and other persons and their respective agents ane counsel, for
arranging or structuring the transactions contemplated by this Agreement, and
all fees of counsel, accountants, experts and consultants to Parent, and all
printing and advertising expenses) actually incurred or accrued by Parent or on
its behalf in connection with the transactions contemplated by this Agreement
and actually incurred or accrued by banks, investment banking firms, other
financial institutions and other persons, and assumed by Parent in connection
with the negotiation, preparation, execution and performance of this Agreement,
the structuring of the transactions contemplated by this Agreement and any
agreements relating thereto.

    (c) In the event of termination of this Agreement by either the Company or
Parent as provided in Section 7.01, this Agreement shall forthwith become void
and have no effect, without any liability or obligation on the part of Parent,
Sub or the Company, other than the provisions of Section 3.01(n), the last
sentence of Section 5.04, Section 5.10, this Section 7.02 and Article VIII.
Notwithstanding the foregoing, nothing in this Section 7.02(c) shall relieve any
party from liability for any willful or material breach of this Agreement.

    SECTION 7.03.  AMENDMENT.  This Agreement may be amended by the parties at
any time before or after the Company Stockholder Approval; PROVIDED, HOWEVER,
that after the Company Stockholder Approval, there shall be made no amendment
that by law requires further approval by such stockholders without the further
approval of such stockholders. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties.

    SECTION 7.04.  EXTENSION; WAIVER.  At any time prior to the Effective Time
of the Merger, the parties may (a) extend the time for the performance of any of
the obligations or other acts of the other

                                      A-40
<Page>
parties, (b) waive any inaccuracies in the representations and warranties
contained in this Agreement or in any document delivered pursuant to this
Agreement or (c) subject to the proviso of Section 7.03, waive compliance with
any of the covenants or conditions contained in this Agreement. Any agreement on
the part of a party to any such extension or waiver shall be valid only if set
forth in an instrument in writing signed on behalf of such party. The failure of
any party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.

    SECTION 7.05.  PROCEDURE FOR TERMINATION, AMENDMENT, EXTENSION OR WAIVER.  A
termination of this Agreement pursuant to Section 7.01, an amendment of this
Agreement pursuant to Section 7.03 or an extension or waiver pursuant to
Section 7.04 shall, in order to be effective, require, in the case of Parent,
Sub or the Company, action by its Board of Directors or, in the case of an
extension or waiver pursuant to Section 7.04, to the extent permitted by
applicable law, the duly authorized designee of its Board of Directors.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

    SECTION 8.01.  NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES.  None of the
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Effective Time of the Merger. This
Section 8.01 shall not limit any covenant or agreement of the parties which by
its terms contemplates performance after the Effective Time of the Merger.

    SECTION 8.02.  NOTICES.  All notices, requests, claims, demands and other
communications under this Agreement shall be in writing (including by facsimile)
and shall be deemed given upon receipt by the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):

    (a) if to Parent or Sub, to
       Barrick Gold Corporation
       Royal Bank Plaza
       South Tower, Suite 2700
       Toronto, Ontario
       M5J 213 Canada
       Fax:  (416) 861-0727
       Attention: General Counsel

with a copy to:
       Shearman & Sterling
       599 Lexington Avenue
       New York, NY 10022
       Fax:  (212) 848-7179
       Attention: Spencer D. Klein, Esq.

and a copy to:
       Davies Ward Phillips & Vineberg LLP
       44th Floor
       1 First Canadian Place
       Toronto, Ontario
       M5X 1B1 Canada
       Fax:  (416) 863-0871
       Attention: Kevin J. Thomson, Esq.

                                      A-41
<Page>
    (b) if to the Company, to
       Homestake Mining Company
       1600 Riviera Avenue
       Suite 200
       Walnut Creek, CA 94596
       Fax:  (925) 746-0563
       Attention: General Counsel

with a copy to:
       Cravath, Swaine & Moore
       825 Eighth Avenue
       New York, NY 10009
       Fax:  (212) 474-3700
       Attention: Richard Hall, Esq.

    SECTION 8.03.  DEFINITIONS.  For purposes of this Agreement:

        An "AFFILIATE" of any person means another person that directly or
    indirectly, through one or more intermediaries, controls, is controlled by,
    or is under common control with, such first person.

        A "PERSON" means an individual, corporation, partnership, company,
    limited liability company, joint venture, association, trust, unincorporated
    organization or other entity.

        A "SUBSIDIARY" of any person means another person, an amount of the
    voting securities, other voting ownership or voting partnership interests of
    which is sufficient to elect at least a majority of its Board of Directors
    or other governing body (or, if there are no such voting interests, 50% or
    more of the equity interests of which) is owned directly or indirectly by
    such first person.

    SECTION 8.04.  INTERPRETATION.  When a reference is made in this Agreement
to a Section or Exhibit, such reference shall be to a Section of, or an Exhibit
to, this Agreement unless otherwise indicated. The table of contents and
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Whenever
the words "include", "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation".

    SECTION 8.05.  SEVERABILITY.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.

    SECTION 8.06.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

    SECTION 8.07.  ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.  This
Agreement and the Confidentiality Agreement (a) constitute the entire agreement,
and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter of this Agreement and
(b) except for the provisions of Article II and Sections 5.07 and 5.09 and, with
respect to individuals who participate in the Company's 1999 Change of Control
Severance Plan, the last

                                      A-42
<Page>
sentence of Section 5.08(a), are not intended to confer upon any person other
than the parties any rights or remedies.

    SECTION 8.08.  GOVERNING LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.

    SECTION 8.09.  ASSIGNMENT.  Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by any of the parties without the prior
written consent of the other parties, except that Sub may assign, in its sole
discretion, any of or all its rights, interests and obligations under this
Agreement to Parent or to any direct or indirect wholly owned Parent Subsidiary,
but no such assignment shall relieve Sub of any of its obligations under this
Agreement. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns. Parent shall cause Sub to perform its
obligations hereunder.

    SECTION 8.10.  ENFORCEMENT.  The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (a) consents to submit itself to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated by this Agreement, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court and (c) agrees that it will not initiate
any action relating to this Agreement or any of the transactions contemplated by
this Agreement in any court other than a Federal court sitting in the State of
Delaware or a Delaware state court.

                                      A-43
<Page>
    IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement
to be signed by their respective officers thereunto duly authorized, all as of
the date first written above.

<Table>
<S>                                                    <C>  <C>
                                                       BARRICK GOLD CORPORATION,

                                                       By:  /s/ PATRICK J. GARVER
                                                            -----------------------------------------
                                                            Name: Patrick J. Garver
                                                            Title: Executive Vice President

                                                       HAVANA ACQUISITION INC.,

                                                       By:  /s/ PATRICK J. GARVER
                                                            -----------------------------------------
                                                            Name: Patrick J. Garver
                                                            Title: Vice President

                                                       HOMESTAKE MINING COMPANY,

                                                       By:  /s/ LEE A. GRABER
                                                            -----------------------------------------
                                                            Name: Lee A. Graber
                                                            Title: Vice President
</Table>

                                      A-44
<Page>
                      FORM OF COMPANY AFFILIATE AGREEMENT

Dear Sirs:

    The undersigned, a holder of shares of common stock, par value $1.00 per
share ("COMPANY COMMON STOCK"), of Homestake Mining Company, a Delaware
corporation (the "COMPANY"), acknowledges that the undersigned may be deemed an
"affiliate" of the Company within the meaning of Rule 145 ("RULE 145")
promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
by the Securities and Exchange Commission (the "SEC") and may be deemed an
"affiliate" of the Company for purposes of qualifying the Merger (as defined
below) for pooling of interests accounting treatment under Opinion 16 of the
Accounting Principles Board and applicable SEC rules and regulations, although
nothing contained herein should be construed as an admission of either such
fact. Pursuant to the terms of the Agreement and Plan of Merger dated as of
June 24, 2001 (the "MERGER AGREEMENT"), among Barrick Gold Corporation, a
corporation organized under the laws of the Province of Ontario ("PARENT"),
Havana Acquisition Inc., a Delaware corporation and a direct, wholly owned
subsidiary of Parent ("SUB"), and the Company, Sub will be merged with and into
the Company (the "MERGER"), and in connection with the Merger, the undersigned
is entitled to receive common shares in the capital of Parent ("PARENT COMMON
STOCK").

    In consideration of the Merger and the mutual covenants contained herein,
the undersigned, Parent and the Company hereby agree as follows:

    If in fact the undersigned were an affiliate under the Securities Act, the
undersigned's ability to sell, assign or transfer the shares of Parent Common
Stock received by the undersigned in exchange for any shares of Company Common
Stock in connection with the Merger may be restricted unless such transaction is
registered under the Securities Act or an exemption from such registration is
available (including Regulation S under the Securities Act). The undersigned
understands that such exemptions are limited and the undersigned has obtained or
will obtain advice of counsel as to the nature and conditions of such
exemptions, including information with respect to the applicability to the sale
of such securities of Rules 144 and 145(d) promulgated under the Securities Act.
Other than pursuant to Section 3.04 of the Stockholders Agreement (as defined in
the Merger Agreement), the undersigned understands that Parent will not be
required to maintain the effectiveness of any registration statement under the
Securities Act for the purposes of resale of Parent Common Stock by the
undersigned.

    The undersigned hereby represents to and covenants with Parent that the
undersigned will not sell, assign or transfer any of the shares of Parent Common
Stock received by the undersigned in exchange for shares of Company Common Stock
in connection with the Merger except (i) pursuant to an effective registration
statement under the Securities Act, (ii) in conformity with the volume and other
limitations of Rule 145 or (iii) in a transaction which, in the opinion of
counsel to the undersigned, such counsel to be reasonably satisfactory to Parent
and such opinion to be in form and substance reasonably satisfactory to Parent,
or as described in a "no-action" or interpretive letter from the Staff of the
SEC specifically issued with respect to a transaction to be engaged in by the
undersigned, is not required to be registered under the Securities Act.

    The undersigned hereby further represents to and covenants with Parent and
the Company that the undersigned has not, within the 30 days prior to the
Closing Date, effected a Transfer (as defined below) of any shares of Company
Common Stock held by the undersigned and that the undersigned will not Transfer
any Parent Common Stock received by the undersigned in connection with the
Merger until after such time as results covering at least 30 days of post-Merger
combined operations of the Company and Parent have been published by Parent (the
"REPORT"), in the form of a quarterly earnings report, an effective registration
statement filed with the SEC, a report to the SEC on Form 10-K, 10-Q, 8-K or
6-K, or any other public filing or announcement which includes such combined
results of operations (the "POOLING RESTRICTED PERIOD"). Parent will publish the
Report within 30 days following the

                                      A-45
<Page>
end of the first calendar month during which the 30th day of post-Merger
combined operations of the Company and Parent occurs.

    Notwithstanding anything to the contrary contained in the immediately
preceding paragraph, the undesigned will be permitted, during the Pooling
Restricted Period, (i) to sell, exchange, transfer, pledge or otherwise dispose
of or grant any option, establish any "short" or "put"-equivalent position with
respect to or enter into any similar transaction (through derivatives or
otherwise) intended to have the effect, directly or indirectly, of reducing the
undersigned's risk relative to any shares of Company Common Stock or Parent
Common Stock received by the undersigned in connection with the Merger (a
"TRANSFER") in an amount equal to the lesser of (A) 10% of the Company Common
Stock, or equivalent post-Merger Parent Common Stock, owned by the undersigned
and (B) the undersigned's pro rata portion of 1% of the total number of
outstanding shares of Company Common Stock, or equivalent post-merger Parent
Common Stock, owned by the undersigned and all other stockholders of the Company
(in each of clause (A) and (B) above as measured as of the date of the beginning
of the Pooling Restricted Period and subject to confirmation of such calculation
by Parent), and (ii) to make bona fide charitable contributions of gifts of such
securities; provided, however, that the transferee(s) of such charitable
contributions or gifts agree(s) in writing to hold such securities during the
Pooling Restricted Period.

    In the event of a sale or other disposition by the undersigned of the shares
of Parent Common Stock pursuant to Rule 145(d)(1), the undersigned will supply
Parent with evidence of compliance with such Rule, in the form of a letter in
the form of Annex I hereto or the opinion of counsel or no-action letter
referred to above. The undersigned understands that Parent may instruct its
transfer agent to withhold the transfer of any shares of Parent Common Stock
disposed of by the undersigned, but that (provided such transfer is not
prohibited by any other provision of this letter agreement) upon receipt of such
evidence of compliance, Parent shall cause the transfer agent to effectuate the
transfer of the shares of Parent Common Stock sold as indicated in such letter.
Parent agrees, for a period of two years after the effective date of the Merger,
to file on a timely basis all reports required to be filed by it pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), so that there is available adequate current public information
with respect to Parent within the meaning of Rule 144(c) promulgated by the SEC
as the same is presently in effect and so that in the event the undersigned
desires to transfer any shares of Parent Common Stock issued to the undersigned
pursuant to the Merger, Rule 145(d) will be available to the undersigned. Until
the second anniversary of the Effective Date of the Merger, Parent agrees that,
at the time of any proposed transfer by the undersigned of shares of Parent
Common Stock received by the undersigned in the Merger, Parent will on request
provide the undersigned with a written statement to the effect that Parent has
filed all reports required to be filed by it under Section 13 or 15(d) of the
Exchange Act during the then preceding 12 months and has been subject to such
filing requirements for the then past 90 days, provided that Parent need not
provide any such written statement if the most recent quarterly or annual report
filed by Parent with the SEC contains a statement on its cover to the foregoing
effect.

    This Agreement shall simultaneously be terminated and of no further force
and effect whatsoever (a) in the event of the termination of the Merger
Agreement pursuant to the terms of Article VII thereof or (b) in the case of
Mr. August von Finck, Mr. August-Francois von Finck, Mr. Luitpold-Ferdinand von
Finck and Ms. Maria-Theresia von Finck, in the event of the termination of the
Stockholders Agreement pursuant to Section 4.01(c) thereof with respect to such
individuals.

    If the undersigned is an employee of the Company on the date of the Merger
Agreement, Parent agrees that it shall not terminate the employment of the
undersigned until the Pooling Restricted Period has expired.

    The undersigned acknowledges and agrees with the Company and Parent that if
the undersigned were to take any of the actions prohibited by this letter during
the Pooling Restricted Period, such

                                      A-46
<Page>
actions could result in the Merger ceasing to be eligible for pooling of
interests accounting treatment under GAAP.

    The undersigned acknowledges that (i) the undersigned has carefully read
this letter and understands the requirements hereof and the limitations imposed
upon the distribution, sale, transfer or other disposition of Parent Common
Stock and (ii) the receipt by Parent of this letter is an inducement to Parent's
obligations to consummate the Merger.

                                             Very truly yours,

Dated:

Accepted and Agreed:

<Table>
<S>  <C>
BARRICK GOLD CORPORATION,

By:
     -------------------------------------------
     Name:
     Title:

HOMESTAKE MINING COMPANY,

By:
     -------------------------------------------
     Name:
     Title:
</Table>

                                      A-47
<Page>
                                                                         ANNEX I
                                                                    TO EXHIBIT A

[NAME]                                                                    [DATE]

    On             , the undersigned sold the securities of Barrick Gold
Corporation ("PARENT") described below in the space provided for that purpose
(the "SECURITIES"). The Securities were received by the undersigned in
connection with the merger of Havana Acquisition Inc., a Delaware corporation,
with and into Homestake Mining Company, a Delaware corporation.

    Based upon the most recent report or statement filed by Parent with the
Securities and Exchange Commission, the Securities sold by the undersigned were
within the prescribed limitations set forth in paragraph (e) of Rule 144
promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT").

    The undersigned hereby represents that the Securities were sold in "brokers'
transactions" within the meaning of Section 4(4) of the Securities Act or in
transactions directly with a "market maker" as that term is defined in
Section 3(a)(38) of the Securities Exchange Act of 1934, as amended. The
undersigned further represents that the undersigned has not solicited or
arranged for the solicitation of orders to buy the Securities, and that the
undersigned has not made any payment in connection with the offer or sale of the
Securities to any person other than to the broker who executed the order in
respect of such sale.

                                             Very truly yours,

[Space to be provided for description of the Securities]

                                      A-48
<Page>
                                                                       EXHIBIT B
                                                         TO THE MERGER AGREEMENT

                       FORM OF PARENT AFFILIATE AGREEMENT

Dear Sirs:

    The undersigned is a holder of common shares ("PARENT COMMON STOCK") in the
capital of Barrick Gold Corporation, a corporation organized under the laws of
the Province of Ontario ("PARENT"). The undersigned acknowledges that the
undersigned may be deemed an "affiliate" of Parent for purposes of qualifying
the merger (the "MERGER") contemplated by the Agreement and Plan of Merger dated
as of June 24, 2001, among Parent, Havana Acquisition Inc., a Delaware
corporation, and Homestake Mining Company, a Delaware corporation (the
"COMPANY"), for pooling of interests accounting treatment under Opinion 16 of
the Accounting Principles Board and applicable rules and regulations of the
Securities and Exchange Commission (the "SEC"), although nothing contained
herein should be construed as an admission of such fact.

    In consideration of the Merger and the mutual covenants contained herein,
the undersigned, Parent and the Company hereby agree as follows:

    The undersigned hereby represents to and covenants with Parent and the
Company that the undersigned has not, within the preceding 30 days prior to the
Closing Date, sold, transferred or otherwise disposed of any shares of Parent
Common Stock held by the undersigned and that the undersigned will not sell,
exchange, transfer, pledge or otherwise dispose of or grant any option,
establish any "short" or "put"-equivalent position with respect to or enter into
any similar transaction (through derivatives or otherwise) intended to have the
effect, directly or indirectly, of reducing the undersigned's risk relative to
any shares of Parent Common Stock held by the undersigned until after such time
as results covering at least 30 days of post-Merger combined operations of
Parent and the Company have been published by Parent (the "REPORT"), in the form
of a quarterly earnings report, an effective registration statement filed with
the SEC, a report to the SEC on Form 10-K, 10-Q, 8-K or 6-K, or any other public
filing or announcement which includes such combined results of operations (the
"POOLING RESTRICTED PERIOD"). Parent will publish the Report within 30 days
following the end of the first calendar month during which the 30th day of
post-Merger combined operations of the Company and Parent occurs.

    Notwithstanding anything to the contrary contained in the immediately
preceding paragraph, the undersigned will be permitted, during the Pooling
Restricted Period, (i) to sell, exchange, transfer, pledge or otherwise dispose
of or grant any option, establish any "short" or "put"-equivalent position with
respect to or enter into any similar transaction (through derivatives or
otherwise) intended to have the effect, directly or indirectly, of reducing the
undersigned's risk relative to any shares of Parent Common Stock held by the
undersigned in an amount equal to the lesser of (A) 10% of the Parent Common
Stock owned by the undersigned and (B) the undersigned's pro rata portion of 1%
of the total number of outstanding shares of Parent Common Stock owned by the
undersigned and all other stockholders of Parent (in each of clause (A) and
(B) above as measured as of the date of the beginning of the Pooling Restricted
Period and subject to confirmation of such calculation by Parent), and (ii) to
make bona fide charitable contributions of gifts of such securities; provided,
however, that the transferee(s) of such charitable contributions or gifts
agree(s) in writing to hold such securities during the Pooling Restricted
Period.

    This Agreement shall simultaneously be terminated and of no further force
and effect whatsoever in the event of the termination of the Merger Agreement
pursuant to the terms of Article VII thereof.

                                      A-49
<Page>
    The undersigned acknowledges and agrees with Parent and the Company that if
the undersigned were to take any of the actions prohibited by this letter during
the Pooling Restricted Period, such actions could result (i) in the Merger
ceasing to be eligible for pooling of interests accounting treatment under GAAP
and (ii) the assertion by Parent or the Company that the closing condition in
Section 6.01(g) has not been satisfied.

    The undersigned acknowledges that the undersigned has carefully read this
letter and understands the requirements hereof and the limitations imposed upon
the distribution, sale, transfer or other disposition of Parent Common Stock.

                                             Very truly yours,

Dated:

Accepted and Agreed:

<Table>
<S>  <C>
BARRICK GOLD CORPORATION,

By:
     -------------------------------------------
     Name:
     Title:

HOMESTAKE MINING COMPANY,

By:
     -------------------------------------------
     Name:
     Title:
</Table>

                                      A-50
<Page>
                                                                       EXHIBIT C
                                                         TO THE MERGER AGREEMENT

                      TERMS OF PARENT SPECIAL VOTING SHARE

    The one authorized, issued and outstanding share of the series of First
Preferred Shares designated as the First Preferred Shares, Series C Special
Voting Share shall, in addition to the rights, privileges, restrictions and
conditions attached to the First Preferred Shares as a class, carry and be
subject to the following rights, privileges, restrictions and conditions:

1.  VOTING RIGHTS

    Except for meetings of the holders of the Common Shares required by
applicable law to be held as a separate class meeting, the holder of the one
outstanding First Preferred Shares, Series C Special Voting Share shall be
entitled to receive notice of and to vote, together with the holders of the
Common Shares as a single class, on all matters submitted to a vote of the
holders of the Common Shares, and the holder of the one outstanding First
Preferred Shares, Series C Special Voting Share shall be entitled to cast on
each such matter a number of votes equal to (i) the number of exchangeable
shares (the "Exchangeable Shares") of Homestake Canada Inc. and its successors
at law, whether by merger, amalgamation or otherwise, outstanding as of the
record date for such meeting of shareholders which are not owned by the
Corporation or any subsidiary or affiliate of the Corporation, multiplied by
(ii) 0.53.

2.  DIVIDENDS

    The rate of fixed non-cumulative preferential cash dividends on the First
Preferred Shares, Series C Special Voting Share shall be $0.04 per annum. Such
dividends shall be payable in quarterly installments on the first day of each of
January, April, July and October on each year.

3.  REDEMPTION

    At such time as no Exchangeable Shares (other than Exchangeable Shares owned
by the Corporation or any subsidiary or affiliate of the Corporation) shall be
outstanding and there are no shares, securities, debt, options or other
agreements which could give rise to the issuance of any Exchangeable Shares to
any person (other than the Corporation or any subsidiary or affiliate of the
Corporation), the Corporation shall, in the manner provided in clauses 8 and 9
of the provisions attaching to the First Preferred Series as a class, forthwith
thereafter redeem the one outstanding First Preferred Shares, Series C Special
Voting Share for a redemption price of $1.00, together with all declared and
unpaid non-cumulative preferential dividends thereon, if any. Upon such
redemption or other purchase or acquisition thereof by the Corporation, such
share shall be deemed to be retired and canceled and may not be reissued.

                                      A-51
<Page>

                                                                       EXHIBIT D
                                                         TO THE MERGER AGREEMENT



              AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION
                          OF THE SURVIVING CORPORATION



    As of the Effective Time, the Restated Certificate of Incorporation of the
Surviving Corporation shall be amended as follows:



    I.  By adding after the penultimate sentence in the first paragraph of
Article FOUR the following sentence:



    "One share of the authorized Preferred Stock shall constitute a series
designated as the "Series A Voting Preferred Stock" and shall have such powers,
privileges, rights and limitations as set forth in Article FIVE."



    II. By deleting from Article FIVE the heading "Series A Participating
Cumulative Preferred Stock" and Sections 1 to 11 therein contained relating to
the Series A Participating Cumulative Preferred Stock and substituting therefor
the following:



"Series A Voting Preferred Stock



    SECTION 1.  DESIGNATION AND NUMBER OF SHARES.  The shares of such series
shall be designated as "Series A Voting Preferred Stock" (the "Series A Voting
Preferred Stock"). The number of shares constituting the Series A Voting
Preferred Stock shall be one.



    SECTION 2.  DIVIDENDS OR DISTRIBUTIONS.  (a) Subject to the prior and
superior rights of the holders of shares of any other series of Preferred Stock
or other class of capital stock of the Company ranking prior and superior to the
shares of Series A Voting Preferred Stock with respect to dividends, the holders
of shares of the Series A Voting Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors, out of the assets of the
Company legally available therefor, such dividend as the Board of Directors
shall declare.



    (b) The holders of the shares of Series A Voting Preferred Stock shall not
be entitled to receive any dividends or other distributions except as provided
herein.



    SECTION 3.  VOTING RIGHTS.  The holders of shares of Series A Voting
Preferred Stock shall have the following voting rights:



    (a) Each holder of Series A Voting Preferred Stock shall be entitled to one
vote for each share of Series A Voting Preferred Stock held of record on each
matter on which holders of the Common Stock or stockholders generally are
entitled to vote.



    (b) Except as otherwise provided herein or by applicable law, the holders of
shares of Series A Voting Preferred Stock and the holders of shares of Common
Stock shall vote together as one class for the election of directors of the
Company and on all other matters submitted to a vote of stockholders of the
Company.



    (c) Except as provided herein or by applicable law, holders of Series A
Voting Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for authorizing or taking any
corporate action.



    SECTION 4.  LIQUIDATION RIGHTS.  Upon the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A Voting
Preferred Stock unless, prior thereto, the holders of shares of Series A Voting


                                      A-52
<Page>

Preferred Stock shall have received an amount equal to the declared and unpaid
dividends and distributions thereon, to the date of such payment, plus an amount
equal to $1,000 per whole share or (2) to the holders of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Voting Preferred Stock, except distributions made ratably on
the Series A Voting Preferred Stock and all other such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.



    SECTION 5.  REDEMPTION; NO SINKING FUND.  (a) The shares of Series A Voting
Preferred Stock shall be subject to redemption by the Company or at the option
of any holder of Series A Voting Preferred Stock for a redemption amount of
$1,000 per share plus any declared and unpaid dividends.



    (b) The shares of Series A Voting Preferred Stock shall not be subject to or
entitled to the operation of a retirement or sinking fund.



    SECTION 6.  RANKING.  The Series A Voting Preferred Stock shall rank junior
to all other series of Preferred Stock of the Company, unless the Board of
Directors shall specifically determine otherwise in fixing the powers,
preferences and relative, participating, optional and other special rights of
the shares of such series and the qualifications, limitations and restrictions
thereof.



    SECTION 7.  REACQUIRED SHARES.  Any shares of Series A Voting Preferred
Stock purchased or otherwise acquired by the Company in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock, without designation as to series until such shares are once
more designated as part of a particular series by the Board of Directors
pursuant to the provisions of Article FIVE hereof."


                                      A-53
<Page>
                                                                         ANNEX B

                             STOCKHOLDERS AGREEMENT

    STOCKHOLDERS AGREEMENT, dated as of June 24, 2001 (this "AGREEMENT"), among
the several stockholders of HOMESTAKE MINING COMPANY, a Delaware corporation
(the "COMPANY"), that are parties hereto (each, a "STOCKHOLDER" and,
collectively, the "STOCKHOLDERS"), BARRICK GOLD CORPORATION, a corporation
organized under the laws of the Province of Ontario ("PARENT"), HAVANA
ACQUISITION INC., a Delaware corporation and a wholly owned subsidiary of Parent
("SUB"), and the Company.

    WHEREAS, Parent and Sub are entering into an Agreement and Plan of Merger
dated as of the date hereof (as amended from time to time, the "MERGER
AGREEMENT"; capitalized terms being used herein as defined therein unless
otherwise defined herein), with the Company, whereby, among other things, each
issued and outstanding share of common stock, par value $1.00 per share, of the
Company (the "COMPANY COMMON STOCK"), not owned directly or indirectly by Parent
or the Company, will be converted into the right to receive 0.53 (as adjusted
pursuant to Sections 2.01(f) and 5.06 of the Merger Agreement, the "CONVERSION
NUMBER") fully paid and nonassessable common shares in the capital of Parent
(the "PARENT COMMON STOCK") and the Sub will merge with and into the Company as
of the Effective Date (the "MERGER");

    WHEREAS, as of the date hereof, each Stockholder is the record or beneficial
owner of the number of shares of Company Common Stock set forth on the signature
page hereof beneath such Stockholder's name (with respect to each Stockholder,
such Stockholder's "EXISTING SHARES" and, together with (i) any shares of
Company Common Stock acquired after the date hereof, whether upon the exercise
of warrants, options, conversion of convertible securities or otherwise and
(ii) any shares of Company Common Stock transferred to a Permitted Transferee in
accordance with Section 3.01, such Stockholder's "SHARES"); and

    WHEREAS, as an inducement and a condition to entering into the Merger
Agreement and incurring the obligations set forth therein, Parent and Sub have
required that the Stockholders agree to enter into this Agreement.

    NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:

                                   ARTICLE I
                                VOTING AGREEMENT

    SECTION 1.01  VOTING AGREEMENT.  Each Stockholder, severally and not
jointly, hereby agrees that, from and after the date hereof and until the
termination of the Merger Agreement or the Effective Time, at any meeting of the
stockholders of the Company, however called, and in any action by consent of the
stockholders of the Company, such Stockholder will vote (or cause to be voted)
such Stockholder's Shares in favor of the approval and adoption of the Merger
Agreement, the Merger and all the transactions contemplated by the Merger
Agreement and this Agreement and otherwise in such manner as may be necessary to
consummate the Merger.

    SECTION 1.02  IRREVOCABLE PROXY.  Each Stockholder hereby irrevocably
appoints Parent, and each of its officers, as such Stockholder's attorney and
proxy pursuant to the provisions of Section 212(c) of Delaware Law, with full
power of substitution, to vote and otherwise act (by written consent or
otherwise) with respect to such Stockholder's Shares at any meeting of
stockholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting) or consent in lieu of any such meeting or
otherwise, on the matters and in the manner specified in Section 1.01 (the
"IRREVOCABLE PROXY"). THIS PROXY AND POWER OF ATTORNEY ARE

                                      B-1
<Page>
IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER
MAY TRANSFER ANY OF HIS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder
hereby revokes all other proxies and powers of attorney with respect to such
Stockholder's Shares that may have heretofore been appointed or granted, other
than, in the case of Mr. August von Finck, Mr. August-Francois von Finck,
Mr. Luitpold-Ferdinand von Finck and Ms. Maria-Theresia von Finck, the power of
attorney attached as Exhibit B to Schedule 13-D filed in respect of the Company
with the SEC on December 8, 1998 (the "13-D POWER OF ATTORNEY"), and no
subsequent proxy or power of attorney shall be given or written consent executed
(and if given or executed, shall not be effective) by any Stockholder with
respect thereto. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of any Stockholder and the termination of the
Irrevocable Proxy and any obligation of the Stockholder under this Agreement
shall be binding upon the heirs, personal representatives, successors and
assigns of such Stockholder.

    SECTION 1.03  CONFLICTS.  In the case of any Stockholder who is an officer
or director of the Company, no provision of this Agreement, including
Section 3.02, shall prevent or interfere with such Stockholder's performance of
his or her obligations, if any, solely in his capacity as an officer or director
of the Company, including, without limitation, the fulfillment of his or her
fiduciary duties under Delaware Law.

                                   ARTICLE II
               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

    Each Stockholder, severally and not jointly, hereby represents and warrants
to Parent and to Sub in respect of such Stockholder as follows:

    SECTION 2.01  ORGANIZATION, QUALIFICATION.

    (a) Such Stockholder, if it is an individual, has all legal capacity to
enter into this Agreement, to carry out his or her obligations hereunder and to
consummate the transactions contemplated hereby.

    (b) Such Stockholder, if it is a corporation or other legal entity, (i) is
duly organized, validly existing and, if applicable, in good standing under the
laws of the jurisdiction of its incorporation or formation and has the requisite
power and authority and all necessary governmental approvals to own, lease and
operate its properties and to carry on its business as it is now being
conducted, except where the failure to be so organized, existing or, if
applicable, in good standing or to have such power, authority and governmental
approvals would not prevent or materially delay consummation of the transactions
contemplated by this Agreement or otherwise prevent or materially delay such
Stockholder from performing its obligations under this Agreement and (ii) is
duly qualified or licensed as a foreign corporation to do business, and is, if
applicable, in good standing, in each jurisdiction where the character of the
properties owned, leased or operated by such Stockholder or the nature of its
business makes such qualification or licensing necessary, except for such
failures to be so qualified or licensed and, if applicable, in good standing
that would not prevent or materially delay such Stockholder from performing its
obligations under this Agreement.

    SECTION 2.02  AUTHORITY RELATIVE TO THIS AGREEMENT.  Such Stockholder has
all necessary power and authority to execute and deliver this Agreement, to
perform such Stockholder's obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by such Stockholder and constitutes a legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms.

                                      B-2
<Page>
    SECTION 2.03  NO CONFLICT.

    (a) The execution and delivery of this Agreement by such Stockholder do not,
and the performance of this Agreement by such Stockholder shall not,
(i) conflict with or violate the certificate of incorporation or by-laws of such
Stockholder that is a corporation, (ii) assuming satisfaction of the
requirements set forth in Section 2.03(b) below, conflict with or violate the
terms of any trust agreements or equivalent organizational documents of any
Stockholder that is a trust, (iii) conflict with or violate any Law applicable
to such Stockholder or by which the Shares owned by such Stockholder are bound
or affected or (iv) result in any breach of, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any of
the Shares owned by such Stockholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which such Stockholder is a party or by which such
Stockholder or the Shares owned by such Stockholder are bound or affected,
except for any such conflicts, violations, breaches, defaults or other
occurrences that would not prevent or materially delay such Stockholder from
performing its obligations under this Agreement.

    (b) The execution and delivery of this Agreement by such Stockholder do not,
and the performance of this Agreement by such Stockholder shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any Governmental Entity, except (i) for applicable requirements, if any, of
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), state
securities or "blue sky" laws (the "BLUE SKY LAWS"), state takeover laws and the
pre-merger notification requirements of the HSR Act, and (ii) where the failure
to obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or materially delay such Stockholder
from performing its material obligations under this Agreement.

    SECTION 2.04  TITLE TO THE SHARES.  As of the date hereof, such Stockholder
is the record or beneficial owner of the number of shares of Company Common
Stock set forth beneath such Stockholder's name on the signature page hereof.
Such Shares are all the securities of the Company owned, either of record or
beneficially, by such Stockholder (other than Shares owned by others as to which
such Stockholder may also be deemed a beneficial owner). The Shares owned by
such Stockholder are owned free and clear of all Liens, other than any Liens
created by this Agreement. Except as provided in this Agreement or, in the case
of Mr. August von Finck, Mr. August-Francois von Finck, Mr. Luitpold-Ferdinand
von Finck and Ms. Maria-Theresia von Finck, the 13-D Power of Attorney, such
Stockholder has not appointed or granted any proxy, which appointment or grant
is still effective, with respect to the Shares owned by such Stockholder.

                                  ARTICLE III
                                   COVENANTS

    SECTION 3.01  NO DISPOSITION OR ENCUMBRANCE OF SHARES.  Each Stockholder,
severally and not jointly, hereby agrees that, except as contemplated by this
Agreement, such Stockholder shall not (i) sell, transfer, tender, assign,
contribute to the capital of any entity, hypothecate, give or otherwise dispose
of, grant a proxy or power of attorney with respect to, deposit into any voting
trust, or create or permit to exist any Liens of any nature whatsoever with
respect to, any of such Stockholder's Shares (or agree or consent to, or offer
to do, any of the foregoing) other than to a person or entity who first agrees
in writing to be bound by the provisions of this Agreement pursuant to a written
instrument reasonably satisfactory in form and substance to Parent, (ii) take
any action that would make any representation or warranty of such Stockholder
herein untrue or incorrect in any material respect or have the effect of
preventing or disabling such Stockholder from performing such Stockholder's

                                      B-3
<Page>
obligations hereunder or (iii) directly or indirectly, initiate, solicit or
encourage any person to take actions that could reasonably be expected to lead
to the occurrence of any of the foregoing.

    SECTION 3.02  NO SOLICITATION OF TRANSACTIONS.  Subject to Section 1.03,
each Stockholder, severally and not jointly, agrees that between the date of
this Agreement and the date of termination of the Merger Agreement, such
Stockholder will not, directly or indirectly, through any officer, agent or
through the Company or its representatives or otherwise, (a) solicit, initiate,
or encourage the submission of any Company Takeover Proposal, (b) enter into any
agreement with respect to any Company Takeover Proposal, or (c) provide any
non-public information regarding the Company to any third party or engage in any
negotiations or substantive discussions in connection with any Company Takeover
Proposal (except to the extent that such negotiations or discussions (i) are
between only Mr. August von Finck, Mr. August-Francois von Finck,
Mr. Luitpold-Ferdinand von Finck or Ms. Maria-Theresia von Finck, as applicable,
and the Company, and (ii) relate only to the advisability of a Company Takeover
Proposal and the willingness of such Stockholder to support, by written
agreement or otherwise, such Company Takeover Proposal). Each Stockholder shall,
and shall direct or cause its directors, officers, employees, representatives
and agents to, immediately cease and cause to be terminated any discussions or
negotiations with any parties that may be ongoing with respect to any Company
Takeover Proposal. Each Stockholder shall promptly advise Parent orally and in
writing of the receipt of any Company Takeover Proposal or any request for
information with respect to any Company Takeover Proposal, the material terms
and conditions of such Company Takeover Proposal or request and the identity of
the person making such Company Takeover Proposal or request, other than any
Company Takeover Proposal or request for information by such Stockholder in his
capacity as a director or executive officer of the Company (which shall be
governed by Section 4.02 of the Merger Agreement).

    SECTION 3.03  FURTHER ACTION; REASONABLE BEST EFFORTS.  Upon the terms and
subject to the conditions hereof, Parent, Sub and each Stockholder shall use
their reasonable best efforts to take, or cause to be taken, all appropriate
action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement.

    SECTION 3.04  AFFILIATE LETTER; REGISTRATION STATEMENT.  Each Stockholder
covenants and agrees to enter into an affiliate letter pursuant to Section 5.13
of the Merger Agreement (an "AFFILIATE AGREEMENT") no later than 30 days prior
to the Effective Time of the Merger. Parent agrees to file and use its best
efforts to have declared effective by the SEC under the Securities Act by the
expiration of the "Pooling Restricted Period" (as defined in the Affiliate
Agreement), a "shelf" registration statement that registers the resale, in any
manner of sale allowed on a shelf registration statement, on a continuous basis
for a one-year period, by Mr. August von Finck, Mr. August-Francois von Finck,
Mr. Luitpold-Ferdinand von Finck and Ms. Maria-Theresia von Finck, of all of the
Parent Common Stock received by Mr. August von Finck, Mr. August-Francois von
Finck, Mr. Luitpold-Ferdinand von Finck and Ms. Maria-Theresia von Finck in the
Merger, including any securities issued as a dividend or distribution thereon or
in exchange or replacement therefor. As soon as reasonably practicable following
the execution of this Agreement, and prior to the date of execution of an
Affiliate Agreement by Mr. August von Finck, Mr. August-Francois von Finck,
Mr. Luitpold-Ferdinand von Finck or Ms. Maria-Theresia von Finck, Parent further
agrees to enter into a registration rights agreement with Mr. August von Finck,
Mr. August-Francois von Finck, Mr. Luitpold-Ferdinand von Finck and
Ms. Maria-Theresia von Finck providing for the foregoing and containing other
customary terms, provisions, exceptions and limitations.

                                      B-4
<Page>
                                   ARTICLE IV
                                  TERMINATION

    SECTION 4.01  TERMINATION.  This Agreement (including, without limitation,
the Irrevocable Proxy) shall become null and void and have no further effect
upon the earliest of (a) the effective time of the Merger, (b) the termination
of the Merger Agreement, or (c) with respect solely to Mr. August von Finck,
Mr. August-Francois von Finck, Mr. Luitpold-Ferdinand von Finck and
Ms. Maria-Theresia von Finck, the delivery, at any time after March 31, 2002, to
Parent and the Company by Mr. August von Finck (or his attorney(s)-in-fact) of
written notice terminating this Agreement (without any liability or obligation
on the part of such holders as a result thereof). Nothing in this Section 4.01
shall relieve any party of liability for any breach of this Agreement.

                                   ARTICLE V
                                 MISCELLANEOUS

    SECTION 5.01  AMENDMENT.  This Agreement may not be amended except by an
instrument in writing signed by Parent, Sub, the Company and each Stockholder to
be bound by such amendment.

    SECTION 5.02  WAIVER.  Any party to this Agreement may (i) extend the time
for the performance of any obligation or other act of any other party hereto,
(ii) waive any inaccuracy in the representations and warranties of another party
contained herein or in any document delivered pursuant hereto and (iii) waive
compliance with any agreement of another party contained herein. Any such
extension or waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

    SECTION 5.03  NOTICES.  All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy,
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 5.03):

    (a) if to any of Mr. August von Finck, Mr. August-Francois von Finck,
        Mr. Luitpold-Ferdinand von Finck or Ms. Maria-Theresia von Finck,
        addressed to such Stockholder:

       c/o Alston & Bird LLP
       90 Park Avenue
       New York, New York 10016
       Telecopy: (212) 210-9444
       Attention: Bryan E. Davis, Esq.

                                      B-5
<Page>
    (b) if to any other Stockholder or to the Company, addressed to such
        Stockholder or the Company, as the case may be:

       c/o Homestake Mining Company
       1600 Riveria Avenue, Suite 200
       Walnut Creek, CA 94596-3568
       Telecopy: (925) 746-0563
       Attention: General Counsel

       with a copy to:

       Cravath, Swaine & Moore
       825 Eighth Avenue
       New York, New York 10019
       Telecopy: (212) 474-3700
       Attention: Richard Hall, Esq.

    (c) if to Parent or Sub:

       Barrick Gold Corporation
       Address: Royal Bank Plaza
       South Tower, Suite 2700
       Toronto, Ontario
       M5J 2J3 Canada
       Telecopy: (416) 861-0727
       Attention: General Counsel

       with a copy to:

       Shearman & Sterling
       599 Lexington Avenue
       New York, New York 10022
       Telecopy: (212) 848-7179
       Attention: Spencer D. Klein, Esq.

    SECTION 5.04  SEVERABILITY.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated by this Agreement
be consummated as originally contemplated to the fullest extent possible.

    SECTION 5.05  ASSIGNMENT.  This Agreement shall not be assigned by operation
of law or otherwise, except that Parent and Sub may assign all or any of their
rights and obligations hereunder to any subsidiary of Parent, except that any
such assignment shall not relieve Parent or Sub or any other subsidiary of
Parent of their obligations, if any, hereunder.

    SECTION 5.06  ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.  This
Agreement (a) constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter of this Agreement and (b) is not intended to
confer upon any person other than the parties any rights or remedies.

                                      B-6
<Page>
    SECTION 5.07  ENFORCEMENT.  The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (a) consents to submit itself to the
personal jurisdiction of any federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated by this Agreement, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court and (c) agrees that it will not initiate
any action relating to this Agreement or any of the transactions contemplated by
this Agreement in any court other than a Federal court sitting in the State of
Delaware or a Delaware state court.

    SECTION 5.08  GOVERNING LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.

    SECTION 5.09  WAIVER OF JURY TRIAL.  Each of the parties hereto hereby
waives to the fullest extent permitted by applicable law any right it may have
to a trial by jury with respect to any actions or proceedings directly or
indirectly arising out of, under or in connection with this Agreement.

    SECTION 5.10  EXPENSES.  Except as otherwise specified in this Agreement,
all costs and expenses, including, without limitation, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses, whether or not the Closing shall have
occurred.

    SECTION 5.11  INTERPRETATION.  When a reference is made in this Agreement to
a Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation".

    SECTION 5.12  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

                                      B-7
<Page>
    IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

<Table>
<S>                                                    <C>  <C>
                                                       BARRICK GOLD CORPORATION,

                                                       By:  /s/ PATRICK J. GARVER
                                                            -----------------------------------------
                                                            Name: Patrick J. Garver
                                                            Title:  Executive Vice President

                                                       HAVANA ACQUISITION INC.,

                                                       By:  /s/ PATRICK J. GARVER
                                                            -----------------------------------------
                                                            Name: Patrick J. Garver
                                                            Title:  Vice President

                                                       HOMESTAKE MINING COMPANY,

                                                       By:  /s/ WAYNE KIRK
                                                            -----------------------------------------
                                                            Name: Wayne Kirk
                                                            Title:  Vice President
</Table>

                                      B-8
<Page>

<Table>
<S>                                                    <C>  <C>
                                                       /s/ AUGUST VON FINCK
                                                       ---------------------------------------------
                                                       Name: August von Finck

                                                       By:  /s/ ERNST KNUT STAHL
                                                            ---------------------------------------
                                                            Attorney-in-fact

                                                       By:  /s/ RAINER NOCON
                                                            ---------------------------------------
                                                            Attorney-in-fact

                                                       Shares of Company
                                                       Common Stock: 21,000,000
</Table>

                                      B-9
<Page>

<Table>
<S>                                                    <C>  <C>
                                                       /s/ AUGUST-FRANCOIS VON FINCK
                                                       ---------------------------------------------
                                                       Name: August-Francois von Finck

                                                       By:  /s/ ERNST KNUT STAHL
                                                            ---------------------------------------
                                                            Attorney-in-fact

                                                       By:  /s/ RAINER NOCON
                                                            ---------------------------------------
                                                            Attorney-in-fact

                                                       Shares of Company
                                                       Common Stock: 3,000,000
</Table>

                                      B-10
<Page>

<Table>
<S>                                                    <C>  <C>
                                                       /s/ LUITPOLD-FERDINAND VON FINCK
                                                       ---------------------------------------------
                                                       Name: Luitpold-Ferdinand von Finck

                                                       By:  /s/ ERNST KNUT STAHL
                                                            ---------------------------------------
                                                            Attorney-in-fact

                                                       By:  /s/ RAINER NOCON
                                                            ---------------------------------------
                                                            Attorney-in-fact

                                                       Shares of Company
                                                       Common Stock: 5,257,900
</Table>

                                      B-11
<Page>

<Table>
<S>                                                    <C>  <C>
                                                       /s/ MARIA-THERESIA VON FINCK
                                                       ---------------------------------------------
                                                       Name: Maria-Theresia von Finck

                                                       By:  /s/ ERNST KNUT STAHL
                                                            ---------------------------------------
                                                            Attorney-in-fact

                                                       By:  /s/ RAINER NOCON
                                                            ---------------------------------------
                                                            Attorney-in-fact

                                                       Shares of Company
                                                       Common Stock: 3,000,000
</Table>

                                      B-12
<Page>

<Table>
<S>                                                    <C>  <C>
                                                       /s/ JACK E. THOMPSON
                                                       ---------------------------------------------
                                                       Name: Jack E. Thompson

                                                       Shares of Company
                                                       Common Stock: 131,726 shares, plus
                                                                     shares subsequently
                                                                     credited pursuant to
                                                                     the Homestake
                                                                     Savings Plan Account
                                                                     after March 31, 2001
</Table>

                                      B-13
<Page>

<Table>
<S>                                                    <C>  <C>
                                                       /s/ WALTER T. SEGSWORTH
                                                       ---------------------------------------------
                                                       Name: Walter T. Segsworth

                                                       Shares of Company
                                                       Common Stock: 20,089 shares, plus
                                                                     shares subsequently
                                                                     credited pursuant to
                                                                     the Homestake
                                                                     Savings Plan Account
                                                                     after March 31, 2001
</Table>

                                      B-14
<Page>
                                                                    ANNEX C

<Table>
<S>                                            <C>
                                               UBS WARBURG LLC
                                               299 Park Avenue
                                               New York, NY 10171-0026
[LOGO]                                         Telephone (212) 821-4000
                                               www.ubswarburg.com
</Table>

June 24, 2001

The Board of Directors
Homestake Mining Company
1600 Riviera Avenue, Suite 200
Walnut Creek, CA 94596

Dear Members of the Board:

    We understand that Homestake Mining Company, a Delaware corporation
("Homestake" or the "Company"), is considering a transaction whereby Barrick
Gold Corporation, a corporation organized under the laws of the Province of
Ontario ("Barrick"), will merge with the Company. Pursuant to the terms of an
Agreement and Plan of Merger (the "Merger Agreement") Barrick will undertake a
series of transactions whereby the Company will become a wholly owned subsidiary
of Barrick (the "Transaction"). Pursuant to the terms of the Merger Agreement
each of the issued and outstanding shares of the common stock of the Company,
par value of US$1.00 per share, will be exchanged into 0.53 shares of Common
Stock of Barrick (the "Exchange Ratio"). The terms and conditions of the
Transaction are more fully set forth in the Merger Agreement.

    You have requested our opinion as to the fairness from a financial point of
view to the shareholders of the Company of the Exchange Ratio to be received by
the shareholders of the Company in the Transaction.

    UBS Warburg LLC ("UBS Warburg") has acted as financial advisor to the Board
of Directors of the Company in connection with the Transaction and will receive
a fee for its services. UBS Warburg will also receive a fee upon announcement of
this transaction following delivery of this opinion. In the past, UBS Warburg
and its predecessors have provided investment banking services to the Company
and to Barrick and received customary compensation for the rendering of such
services. In the ordinary course of business, UBS Warburg, its successors and
affiliates may trade securities of the Company or Barrick for their own accounts
and the accounts of their customers and, accordingly, may at any time hold a
long or short position in such securities.

    Our opinion does not address the Company's underlying business decision to
effect the Transaction or constitute a recommendation to any shareholder of the
Company as to how such shareholder should vote with respect to the Transaction.
At your direction, we have not been asked to, nor do we, offer any opinion as to
the material terms of the Merger Agreement (other than the Exchange Ratio) or
the form of the Transaction. We express no opinion as to what the value of
Barrick's stock will be when issued pursuant to the Transaction or the prices at
which it will trade in the future. In rendering this opinion, we have assumed,
with your consent, that the final executed form of the Merger Agreement does not
differ in any material respect from the draft that we have examined, and that
Barrick and the Company will comply with all the material terms of the
Merger Agreement.

    In arriving at our opinion, we have, among other things: (i) reviewed
certain publicly available stock market, business and historical financial
information relating to the Company and Barrick, (ii) reviewed certain internal
financial information and other data relating to the business and financial

                                      C-1

<Page>
[LOGO]

prospects of the Company, including estimates and financial forecasts prepared
by management of the Company, that were provided to us by the Company and not
publicly available, (iii) reviewed certain internal financial information and
other data relating to the business and financial prospects of Barrick,
including estimates and financial forecasts prepared by the management of the
Company and Barrick and not publicly available, (iv) participated in discussions
with members of the senior management of the Company and Barrick concerning the
business and financial prospects of the Company and Barrick; (v) reviewed
publicly available financial and stock market data with respect to certain other
companies in lines of business we believe to be generally comparable to those of
the Company and Barrick, (vi) compared the financial terms of the Transaction
with the publicly available financial terms of certain other transactions which
we believe to be generally relevant, (vii) considered certain pro forma
financial effects of the Transaction on Barrick and on the shareholders of the
Company, (viii) reviewed certain estimates of synergies prepared by the
Company's management, (ix) reviewed drafts of the Merger Agreement, and (x)
conducted such other financial studies, analyses and investigations, and
considered such other information as we deemed necessary or appropriate.

    In connection with our review, at your direction, we have not assumed any
responsibility for independent verification for any of the information reviewed
by us for the purpose of this opinion and have, with your consent, relied on
such information being complete and accurate in all material respects. In
addition, at your direction, we have not made any independent evaluation or
appraisal of any of the assets or liabilities (contingent or otherwise) of the
Company or Barrick, nor have we been furnished with any such evaluation or
appraisal. With respect to the financial forecasts, estimates, pro forma effects
and calculations of synergies referred to above, we have assumed, at your
direction, that they have been reasonably prepared on a basis reflecting the
best currently available estimates and judgments of the management of each
company as to the future performance of their respective companies. We have also
assumed, with your consent, that the Transaction will be accounted for under the
pooling-of-interests method of accounting and will qualify as a tax-free
reorganization for U.S. federal income tax purposes. We have also assumed that
all governmental, regulatory or other consents and approvals necessary for the
consummation of the Transaction will be obtained without any material adverse
effect on the Company and/or Barrick and the Transaction. Our opinion is
necessarily based on economic, monetary, market and other conditions as in
effect on, and the information made available to us as of, the date hereof.

    Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio to be received by the Company's shareholders in
the Transaction is fair, from a financial point of view, to the Company
shareholders.

                               Very truly yours,

                                 UBS WARBURG LLC

<Table>
<S>                                            <C>
        By: (Signed) ROBERT PILKINGTON                   By: (Signed) JOHN MCELROY
              Managing Director                              Executive Director
</Table>

                                      C-2
<Page>
                                                                         ANNEX D

APPRAISAL RIGHTS PROCEDURES RELATING TO HOMESTAKE SPECIAL VOTING STOCK

    The holders of Homestake common stock and Homestake Canada exchangeable
shares are not entitled to any appraisal rights with respect to the merger. If,
however, none of the votes attributable to the Homestake Canada exchangeable
shares are cast by the holder of the Homestake special voting stock in favor of
the adoption of the merger agreement, then the holder of the Homestake special
voting stock would be entitled to demand appraisal of the single share of
Homestake special voting stock upon compliance with the procedures established
by Section 262 of the Delaware General Corporation Law and as discussed
immediately below.

    The following discussion describes the procedures that the holder of the
Homestake special voting stock would have to follow in order to exercise
appraisal rights in respect of the single share of the Homestake special voting
stock under Section 262 of the Delaware General Corporation Law. This discussion
is not a complete statement of the law of appraisal rights and is qualified in
its entirety by the full text of Section 262, which is reprinted below. All
references in Section 262 and in this summary to a "stockholder" or "holder" are
to the record holder of the share of Homestake special voting stock as to which
appraisal rights are asserted.

    Under Section 262, if the holder of the Homestake special voting stock does
not cast any of the votes attributable to the Homestake Canada exchangeable
shares entitled to be cast by such holder in favor of adoption of the merger
agreement and otherwise follows the procedures set forth in Section 262, then it
will be entitled to have its share of Homestake special voting stock appraised
by the Delaware Court of Chancery and to receive payment in cash of the "fair
value" of such share together with a fair rate of interest, if any, as
determined by the Court.

    Under Section 262, if a merger agreement is to be submitted for approval at
a meeting of stockholders, the corporation, not less than 20 days prior to the
meeting, must notify each of its stockholders who was a holder on the record
date for the meeting of shares for which appraisal rights are available, of the
availability of appraisal rights, and must include in this notice a copy of
Section 262. The joint proxy statement/prospectus is the notice to the holder of
the share of the Homestake special voting stock required by Section 262 and the
text of Section 262 is set out below. If the holder of the share of Homestake
special voting stock wishes to exercise appraisal rights or wishes to preserve
its right to do so, it should review the following description and Section 262
carefully. The failure to timely, properly and strictly comply with the required
procedures will result in the loss of appraisal rights.

    If the holder of the share of the Homestake special voting stock wishes to
exercise appraisal rights it must not exercise any of the votes attached to the
share of Homestake special voting stock to vote in favor of the adoption of the
merger agreement and must deliver to Homestake prior to the vote on the merger
agreement at the special meeting, a written demand for appraisal of the share of
the Homestake special voting stock. This written demand for appraisal is in
addition to and separate from any proxy or vote abstaining from or against the
merger. This demand must reasonably inform Homestake of the identity of the
holder of the share of the Homestake special voting stock and of this holder's
intent thereby to demand appraisal of the share of the Homestake special voting
stock. The holder of the share of the Homestake special voting stock wishing to
exercise appraisal rights must be the record holder of the share of the
Homestake special voting stock on the date the written demand for appraisal is
made and must continue to hold the share of the Homestake special voting stock
until the consummation of the merger.

    Only the record holder of the share of the Homestake special voting stock is
entitled to an appraisal of the share of the Homestake special voting stock
registered in that holder's name. A demand for appraisal should be executed by
or on behalf of the record holder of the share of the

                                      D-1
<Page>
Homestake special voting stock as the holder's name appears on the stock
certificate for the share of the Homestake special voting stock. If the share of
the Homestake special voting stock is owned of record in a fiduciary capacity,
such as by a trustee, guardian or custodian, the demand should be executed in
that capacity, and if the share of the Homestake special voting stock is owned
of record by more than one owner, as in a joint tenancy or tenancy in common,
the demand should be executed by or on behalf of all joint owners. An authorized
agent, including one or more joint owners, may execute a demand for appraisal on
behalf of the record holder of the share of the Homestake special voting stock.
However, in the demand the agent must identify the record owner or owners and
expressly disclose that, in executing the demand, the agent is agent for such
owner or owners.

    All written demands for appraisal should be delivered to Homestake Mining
Company, 1600 Riviera Avenue, Suite 200, Walnut Creek, California, Attention:
Corporate Secretary.

    Within 10 days after the effective time of the merger, Homestake, as the
surviving corporation in the merger, will notify the holder of the share of the
Homestake special voting stock of the effective time of the merger if the holder
has properly demanded appraisal rights under Section 262 and has not voted in
favor of the adoption of merger agreement.

    Within 120 days after the effective time of the merger, but not thereafter,
Homestake, as the surviving corporation in the merger, or the holder of the
share of the Homestake special voting stock if the holder has complied with the
requirements of Section 262, and is otherwise entitled to appraisal rights, may
file a petition in the Delaware Court of Chancery demanding a determination of
the fair value of the share of the Homestake special voting stock. Homestake is
under no obligation to and has no present intention to file an appraisal
petition. Accordingly, it is the obligation of the holder of the share of the
Homestake special voting stock, if the holder wishes to exercise appraisal
rights, to file the petition within the time prescribed in Section 262.

    The Delaware Court of Chancery may require the holder of the share of
Homestake special voting stock who has demanded an appraisal of the share to
submit its stock certificates to the Register in Chancery for notation of the
appraisal proceeding. If the holder of the share of Homestake special voting
stock fails to comply with such direction, the Delaware Court of Chancery may
dismiss the proceedings as to it.

    If a petition for an appraisal is filed timely, after a hearing on the
petition, the Delaware Court of Chancery will determine whether the holder of
the share of the Homestake special voting stock is entitled to appraisal rights
and will appraise the "fair value" of the share of the Homestake special voting
stock. Under Section 262, fair value does not include any element of value
arising from the accomplishment or expectation of the merger. The Court will
also determine a fair rate of interest, if any, to be paid upon the amount
determined to be the fair value. If the holder of the share of the Homestake
special voting stock is considering seeking appraisal, it should be aware that
the fair value of the share of the Homestake special voting stock as determined
under Section 262 could be more than, the same as or less than the value of the
consideration it would receive under the merger agreement if it did not seek
appraisal of the share of the Homestake special voting stock and that an
investment banking opinion as to fairness from a financial point of view is not
necessarily an opinion as to fair value under Section 262. The Delaware Supreme
Court has stated that "proof of value by any techniques or methods that are
generally considered acceptable in the financial community and otherwise
admissible in court" should be considered in the appraisal proceedings.

    The costs of the action may be determined by the Delaware Court of Chancery
and taxed upon the parties as the Court deems equitable in the circumstances.

    The holder of the share of the Homestake special voting stock who has duly
demanded an appraisal in compliance with Section 262 will not, after the
effective time of the merger, be entitled to vote the share of the Homestake
special voting stock subject to such demand for any purpose or to the

                                      D-2
<Page>
payment of dividends or other distributions on the share of the Homestake
special voting stock, except for dividends or other distributions payable to the
holder of record of the share of the Homestake special voting stock as of a
record date prior to the effective time of the merger.

    If the holder properly demands appraisal of the share of the Homestake
special voting stock under Section 262 but fails to perfect, or effectively
withdraws or loses, his, her or its right to appraisal, as provided in
Section 262, the share of the Homestake special voting stock will be converted
into the right to receive the consideration receivable for the share of the
Homestake special voting stock under the merger agreement, without interest. The
holder of the share of the Homestake special voting stock will fail to perfect,
or effectively lose or withdraw, its right to appraisal if, among other things,
no petition for appraisal is filed within 120 days after the effective time of
the merger, or if the holder of the share of the Homestake special voting stock
delivers to Homestake a written withdrawal of its demand for appraisal. An
attempt to withdraw an appraisal demand made more than 60 days after the
effective time of the merger will require the written approval of Homestake and,
once a petition for appraisal is filed, the appraisal proceeding may not be
dismissed as to the holder of the share of Homestake special voting stock
without court approval.

    Failure to follow the steps required by Section 262 for perfecting and
pursuing appraisal rights may result in the loss of such rights. If such rights
are lost the holder of the share of the Homestake special voting stock will be
entitled to receive the consideration receivable with respect to the Homestake
special voting stock in accordance with the merger agreement.

DELAWARE GENERAL CORPORATION LAW SECTION 262

    262 APPRAISAL RIGHTS.

(a) Any stockholder of a corporation of this State who holds shares of stock on
    the date of the making of a demand pursuant to subsection (d) of this
    section with respect to such shares, who continuously holds such shares
    through the effective date of the merger or consolidation, who has otherwise
    complied with subsection (d) of this section and who has neither voted in
    favor of the merger or consolidation nor consented thereto in writing
    pursuant to Section 228 of this title shall be entitled to an appraisal by
    the Court of Chancery of the fair value of the stockholder's shares of stock
    under the circumstances described in subsections (b) and (c) of this
    section. As used in this section, the word "stockholder" means a holder of
    record of stock in a stock corporation and also a member of record of a
    nonstock corporation; the words "stock" and "share" mean and include what is
    ordinarily meant by those words and also membership or membership interest
    of a member of a nonstock corporation; and the words "depository receipt"
    mean a receipt or other instrument issued by a depository representing an
    interest in one or more shares, or fractions thereof, solely of stock of a
    corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of
    stock of a constituent corporation in a merger or consolidation to be
    effected pursuant to Section 251 (other than a merger effected pursuant to
    Section 251(g) of this title), Section 252, Section 254, Section 257,
    Section 258, Section 263 or Section 264 of this title:

    (1) Provided, however, that no appraisal rights under this section shall be
       available for the shares of any class or series of stock, which stock, or
       depository receipts in respect thereof, at the record date fixed to
       determine the stockholders entitled to receive notice of and to vote at
       the meeting of stockholders to act upon the agreement of merger or
       consolidation, were either (i) listed on a national securities exchange
       or designated as a national market system security on an interdealer
       quotation system by the National Association of Securities Dealers, Inc.
       or (ii) held of record by more than 2,000 holders; and further provided
       that no appraisal rights shall be available for any shares of stock of
       the constituent corporation surviving a merger if the merger did not
       require for its approval the vote of the stockholders of the surviving
       corporation as provided in subsection (f) of Section 251 of this title.

                                      D-3
<Page>
    (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under
       this section shall be available for the shares of any class or series of
       stock of a constituent corporation if the holders thereof are required by
       the terms of an agreement of merger or consolidation pursuant to
       SectionSection251, 252, 254, 257, 258, 263 and 264 of this title to
       accept for such stock anything except:

       a.  Shares of stock of the corporation surviving or resulting from such
           merger or consolidation, or depository receipts in respect thereof;

       b.  Shares of stock of any other corporation, or depository receipts in
           respect thereof, which shares of stock (or depository receipts in
           respect thereof) or depository receipts at the effective date of the
           merger or consolidation will be either listed on a national
           securities exchange or designated as a national market system
           security on an interdealer quotation system by the National
           Association of Securities Dealers, Inc. or held of record by more
           than 2,000 holders;

       c.  Cash in lieu of fractional shares or fractional depository receipts
           described in the foregoing subparagraphs a. and b. of this paragraph;
           or

       d.  Any combination of the shares of stock, depository receipts and cash
           in lieu of fractional shares or fractional depository receipts
           described in the foregoing subparagraphs a., b. and c. of this
           paragraph.

    (3) In the event all of the stock of a subsidiary Delaware corporation party
       to a merger effected under Section 253 of this title is not owned by the
       parent corporation immediately prior to the merger, appraisal rights
       shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that
    appraisal rights under this section shall be available for the shares of any
    class or series of its stock as a result of an amendment to its certificate
    of incorporation, any merger or consolidation in which the corporation is a
    constituent corporation or the sale of all or substantially all of the
    assets of the corporation. If the certificate of incorporation contains such
    a provision, the procedures of this section, including those set forth in
    subsections (d) and (e) of this section, shall apply as nearly as is
    practicable.

(d) Appraisal rights shall be perfected as follows:

    (1) If a proposed merger or consolidation for which appraisal rights are
       provided under this section is to be submitted for approval at a meeting
       of stockholders, the corporation, not less than 20 days prior to the
       meeting, shall notify each of its stockholders who was such on the record
       date for such meeting with respect to shares for which appraisal rights
       are available pursuant to subsection (b) or (c) hereof that appraisal
       rights are available for any or all of the shares of the constituent
       corporations, and shall include in such notice a copy of this section.
       Each stockholder electing to demand the appraisal of such stockholder's
       shares shall deliver to the corporation, before the taking of the vote on
       the merger or consolidation, a written demand for appraisal of such
       stockholder's shares. Such demand will be sufficient if it reasonably
       informs the corporation of the identity of the stockholder and that the
       stockholder intends thereby to demand the appraisal of such stockholder's
       shares. A proxy or vote against the merger or consolidation shall not
       constitute such a demand. A stockholder electing to take such action must
       do so by a separate written demand as herein provided. Within 10 days
       after the effective date of such merger or consolidation, the surviving
       or resulting corporation shall notify each stockholder of each
       constituent corporation who has complied with this subsection and has not
       voted in favor of or consented to the merger or consolidation of the date
       that the merger or consolidation has become effective; or

                                      D-4
<Page>
    (2) If the merger or consolidation was approved pursuant to Section 228 or
       Section 253 of this title, then, either a constituent corporation before
       the effective date of the merger or consolidation, or the surviving or
       resulting corporation within ten days thereafter, shall notify each of
       the holders of any class or series of stock of such constituent
       corporation who are entitled to appraisal rights of the approval of the
       merger or consolidation and that appraisal rights are available for any
       or all shares of such class or series of stock of such constituent
       corporation, and shall include in such notice a copy of this section.
       Such notice may, and, if given on or after the effective date of the
       merger or consolidation, shall, also notify such stockholders of the
       effective date of the merger or consolidation. Any stockholder entitled
       to appraisal rights may, within 20 days after the date of mailing of such
       notice, demand in writing from the surviving or resulting corporation the
       appraisal of such holder's shares. Such demand will be sufficient if it
       reasonably informs the corporation of the identity of the stockholder and
       that the stockholder intends thereby to demand the appraisal of such
       holder's shares. If such notice did not notify stockholders of the
       effective date of the merger or consolidation, either (i) each such
       constituent corporation shall send a second notice before the effective
       date of the merger or consolidation notifying each of the holders of any
       class or series of stock of such constituent corporation that are
       entitled to appraisal rights of the effective date of the merger or
       consolidation or (ii) the surviving or resulting corporation shall send
       such a second notice to all such holders on or within 10 days after such
       effective date; provided, however, that if such second notice is sent
       more than 20 days following the sending of the first notice, such second
       notice need only be sent to each stockholder who is entitled to appraisal
       rights and who has demanded appraisal of such holder's shares in
       accordance with this subsection. An affidavit of the secretary or
       assistant secretary or of the transfer agent of the corporation that is
       required to give either notice that such notice has been given shall, in
       the absence of fraud, be prima facie evidence of the facts stated
       therein. For purposes of determining the stockholders entitled to receive
       either notice, each constituent corporation may fix, in advance, a record
       date that shall be not more than 10 days prior to the date the notice is
       given, provided, that if the notice is given on or after the effective
       date of the merger or consolidation, the record date shall be such
       effective date. If no record date is fixed and the notice is given prior
       to the effective date, the record date shall be the close of business on
       the day next preceding the day on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation, the
    surviving or resulting corporation or any stockholder who has complied with
    subsections (a) and (d) hereof and who is otherwise entitled to appraisal
    rights, may file a petition in the Court of Chancery demanding a
    determination of the value of the stock of all such stockholders.
    Notwithstanding the foregoing, at any time within 60 days after the
    effective date of the merger or consolidation, any stockholder shall have
    the right to withdraw such stockholder's demand for appraisal and to accept
    the terms offered upon the merger or consolidation. Within 120 days after
    the effective date of the merger or consolidation, any stockholder who has
    complied with the requirements of subsections (a) and (d) hereof, upon
    written request, shall be entitled to receive from the corporation surviving
    the merger or resulting from the consolidation a statement setting forth the
    aggregate number of shares not voted in favor of the merger or consolidation
    and with respect to which demands for appraisal have been received and the
    aggregate number of holders of such shares. Such written statement shall be
    mailed to the stockholder within 10 days after such stockholder's written
    request for such a statement is received by the surviving or resulting
    corporation or within 10 days after expiration of the period for delivery of
    demands for appraisal under subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a copy
    thereof shall be made upon the surviving or resulting corporation, which
    shall within 20 days after such service file in the office of the Register
    in Chancery in which the petition was filed a duly verified list containing
    the names

                                      D-5
<Page>
    and addresses of all stockholders who have demanded payment for their shares
    and with whom agreements as to the value of their shares have not been
    reached by the surviving or resulting corporation. If the petition shall be
    filed by the surviving or resulting corporation, the petition shall be
    accompanied by such a duly verified list. The Register in Chancery, if so
    ordered by the Court, shall give notice of the time and place fixed for the
    hearing of such petition by registered or certified mail to the surviving or
    resulting corporation and to the stockholders shown on the list at the
    addresses therein stated. Such notice shall also be given by 1 or more
    publications at least 1 week before the day of the hearing, in a newspaper
    of general circulation published in the City of Wilmington, Delaware or such
    publication as the Court deems advisable. The forms of the notices by mail
    and by publication shall be approved by the Court, and the costs thereof
    shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders
    who have complied with this section and who have become entitled to
    appraisal rights. The Court may require the stockholders who have demanded
    an appraisal for their shares and who hold stock represented by certificates
    to submit their certificates of stock to the Register in Chancery for
    notation thereon of the pendency of the appraisal proceedings; and if any
    stockholder fails to comply with such direction, the Court may dismiss the
    proceedings as to such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court shall
    appraise the shares, determining their fair value exclusive of any element
    of value arising from the accomplishment or expectation of the merger or
    consolidation, together with a fair rate of interest, if any, to be paid
    upon the amount determined to be the fair value. In determining such fair
    value, the Court shall take into account all relevant factors. In
    determining the fair rate of interest, the Court may consider all relevant
    factors, including the rate of interest which the surviving or resulting
    corporation would have had to pay to borrow money during the pendency of the
    proceeding. Upon application by the surviving or resulting corporation or by
    any stockholder entitled to participate in the appraisal proceeding, the
    Court may, in its discretion, permit discovery or other pretrial proceedings
    and may proceed to trial upon the appraisal prior to the final determination
    of the stockholder entitled to an appraisal. Any stockholder whose name
    appears on the list filed by the surviving or resulting corporation pursuant
    to subsection (f) of this section and who has submitted such stockholder's
    certificates of stock to the Register in Chancery, if such is required, may
    participate fully in all proceedings until it is finally determined that
    such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together
    with interest, if any, by the surviving or resulting corporation to the
    stockholders entitled thereto. Interest may be simple or compound, as the
    Court may direct. Payment shall be so made to each such stockholder, in the
    case of holders of uncertificated stock forthwith, and the case of holders
    of shares represented by certificates upon the surrender to the corporation
    of the certificates representing such stock. The Court's decree may be
    enforced as other decrees in the Court of Chancery may be enforced, whether
    such surviving or resulting corporation be a corporation of this State or of
    any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon
    the parties as the Court deems equitable in the circumstances. Upon
    application of a stockholder, the Court may order all or a portion of the
    expenses incurred by any stockholder in connection with the appraisal
    proceeding, including, without limitation, reasonable attorney's fees and
    the fees and expenses of experts, to be charged pro rata against the value
    of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no
    stockholder who has demanded appraisal rights as provided in subsection
    (d) of this section shall be entitled to vote such stock for any purpose or
    to receive payment of dividends or other distributions on the stock (except
    dividends or other distributions payable to stockholders of record at a date
    which is prior

                                      D-6
<Page>
    to the effective date of the merger or consolidation); provided, however,
    that if no petition for an appraisal shall be filed within the time provided
    in subsection (e) of this section, or if such stockholder shall deliver to
    the surviving or resulting corporation a written withdrawal of such
    stockholder's demand for an appraisal and an acceptance of the merger or
    consolidation, either within 60 days after the effective date of the merger
    or consolidation as provided in subsection (e) of this section or thereafter
    with the written approval of the corporation, then the right of such
    stockholder to an appraisal shall cease. Notwithstanding the foregoing, no
    appraisal proceeding in the Court of Chancery shall be dismissed as to any
    stockholder without the approval of the Court, and such approval may be
    conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which the shares of
    such objecting stockholders would have been converted had they assented to
    the merger or consolidation shall have the status of authorized and unissued
    shares of the surviving or resulting corporation.

                                      D-7
<Page>
SKU 1600-SPS-01
<Page>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 136(1) of the BUSINESS CORPORATIONS ACT (Ontario), provides that a
corporation may indemnify a director or officer, a former director or officer or
a person who acts or acted at the corporation's request as a director or officer
of another corporation of which the corporation is or was a shareholder or
creditor, and his or her heirs and legal representatives (an "indemnified
person"), 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 the corporation or such other corporation, if:

    (a) he or she acted honestly and in good faith with a view to the best
       interests of the corporation; and

    (b) in the case of a criminal or administrative action or proceeding that is
       enforced by a monetary penalty, he or she had reasonable grounds to
       believe that his or her conduct was lawful.

    Section 136(3) of the BUSINESS CORPORATIONS ACT (Ontario) provides that an
indemnified person is entitled to such indemnity from the corporation in respect
of all costs, charges and expenses reasonably incurred by him or her in
connection with the defense of any civil, criminal or administrative action or
proceeding to which the person is made a party by reason of being or having been
a director or an officer of the corporation or such other corporation if he or
she was substantially successful on the merits in his or her defense of the
action or proceeding and fulfilled the conditions set out in (a) and (b) above.
Section 136(2) of the BUSINESS CORPORATIONS ACT (Ontario) provides that a
corporation may, with the approval of a court, also indemnify an indemnified
person in respect of an action by or on behalf of the corporation or such other
corporation to procure a judgment in its favor, to which such person is made a
party by reason of being or having been a director or officer of the corporation
or such other corporation, against all costs, charges and expenses reasonably
incurred by the person in connection with such action if he or she fulfills the
conditions set out in (a) and (b) above. Section 136(4) of the BUSINESS
CORPORATIONS ACT (Ontario) provides that a corporation may purchase and maintain
insurance for the benefit of any indemnified person against any liability
incurred by the person (1) in his or her capacity as a director or officer of
the corporation, except where the liability relates to the person's failure to
act honestly and in good faith with a view to the best interests of the
corporation, or (2) in his or her capacity as a director of another corporation
where the person acts or acted in that capacity at the corporation's request,
except where the liability relates to the person's failure to act honestly and
in good faith with a view to the best interests of that other corporation.

    Pursuant to Section 136(5) of the BUSINESS CORPORATIONS ACT (Ontario), a
corporation or an indemnified person may apply to the court for an order
approving an indemnity under Section 136 of the BUSINESS CORPORATIONS ACT
(Ontario) and the court may so order and make any further order that it thinks
fit. In particular, Section 136(6) provides that, upon such application, the
court may order notice to be given to any interested person and such person is
entitled to appear and be heard in person or by counsel.

    Barrick's by-laws provide that, subject to Sections 136(2) and 136(3) of the
BUSINESS CORPORATIONS ACT (Ontario), Barrick will indemnify an indemnified
person against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by the person in
respect of any civil, criminal or administrative action or proceeding to which
the person is made a party by reason of being or having been a director or
officer of Barrick or such other corporation, if (a) the person acted honestly
and in good faith with a view to the best interests of Barrick, and (b) in the
case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, the person

                                      II-1
<Page>
had reasonable grounds to believe that his or her conduct was lawful. Barrick's
by-laws further provide that Barrick is authorized to execute agreements
evidencing its indemnity in favor of such persons to the full extent permitted
by law.

    The merger agreement provides that Barrick will cause the surviving company
in the merger to honor, to the fullest extent of the law, all of Homestake's
obligations to indemnify, including any obligations to advance funds for
expenses to, the current or former directors or officers of Homestake for acts
or omissions by them occurring before the effective time of the merger, to the
extent the obligations of Homestake existed on June 24, 2001 and such
obligations will survive and continue in full force and effect until the
expiration of the applicable statute of limitations.

    For a period of six years after the effective time of the merger, Barrick
will maintain the current or substantially similar policies of directors' and
officers' liability insurance held by Homestake with respect to claims arising
from or related to facts or events which occurred at or before the effective
time. However, Barrick will not be obligated to make annual premium payments for
this insurance to the extent that the premiums exceed 200% of the annual
premiums paid as of June 24, 2001 by Homestake for the insurance. If such
insurance coverage cannot be obtained at all, or can only be obtained at an
annual premium in excess of the maximum premium, Barrick shall maintain the most
advantageous policies of directors' and officers' insurance obtainable for an
annual premium equal to the maximum premium.

ITEM 21. EXHIBITS


<Table>
<Caption>

<S>                     <C>
2.1                     Agreement and Plan of Merger, dated as of June 24, 2001,
                        among Barrick Gold Corporation, Havana Acquisition Inc. (now
                        known as Homestake Merger Co.) and Homestake Mining Company,
                        as amended October 19, 2001 (included as Annex A to the
                        proxy statement/ prospectus forming a part of this
                        registration statement and incorporated herein by
                        reference).
3.1                     Articles of Amalgamation and By-laws of Barrick Gold
                        Corporation (incorporated by reference to Barrick's Annual
                        Report on Form 40-F for year ended December 31, 2000, dated
                        April 20, 2001 (file number 1-9059)).
4.1                     Form of Supplement to Voting, Support and Exchange Trust
                        Agreement.
5.1                     Opinion of Davies Ward Phillips & Vineberg LLP, as to the
                        legality of the securities being registered.
8.1                     Opinion of Cravath, Swaine & Moore as to the United States
                        federal income tax consequences of the merger.
9.1                     Stockholders Agreement, dated as of June 24, 2001, among the
                        several stockholders of Homestake Mining Company that are
                        parties thereto, Barrick Gold Corporation and Havana
                        Acquisition Inc. (now known as Homestake Merger Co.)
                        (included as Annex B to the proxy statement/prospectus
                        forming a part of this registration statement and
                        incorporated herein by reference).
23.1                    Consent of PricewaterhouseCoopers LLP.
23.2                    Consent of PricewaterhouseCoopers LLP.
23.3                    Consent of Davies Ward Phillips & Vineberg LLP (included in
                        Exhibit 5.1 to this Registration Statement).
23.4                    Consent of Cravath, Swaine & Moore (included in Exhibit 8.1
                        to this Registration Statement).
23.5                    Consent of UBS Warburg LLC.
23.6                    Consent of Pincock, Allen & Holt.
24.1                    Powers of Attorney.**
99.1                    Form of proxy card to be mailed to holders of Homestake
                        common stock.
99.2                    Form of voting instruction to be mailed to holders of
                        Homestake CHESS depository interests.
99.3                    Form of voting instruction to be mailed to holders of
                        Homestake Canada exchangeable shares.
99.4                    Opinion of UBS Warburg LLC (included as Annex C to the proxy
                        statement/prospectus forming a part of this registration
                        statement and incorporated herein by reference).
</Table>


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


**  Previously filed.


                                      II-2
<Page>
ITEM 22. UNDERTAKINGS

    (a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (b) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.

       (2) The registrant undertakes that every prospectus (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

    (d) The undersigned registrant hereby undertakes to (i) respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means; and (ii) to arrange or provide for a facility in the
U.S. for the purpose of responding to such requests. The information in
subparagraph (i) above includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.

    (e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                      II-3
<Page>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-4 and has duly caused this Amendment No. 2 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada,
on November 9, 2001.



Date: November 9, 2001


<Table>
<S>                                                    <C>  <C>
                                                       BARRICK GOLD CORPORATION
                                                       (Registrant)

                                                       By:  /s/ SYBIL E. VEENMAN
                                                            -----------------------------------------
                                                            Name:  Sybil E. Veenman
                                                            Title:   Associate General Counsel
                                                                     and Secretary
</Table>

                                      II-4
<Page>

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to the registration statement has been signed below by the
following persons in the capacities and on the dates indicated.



<Table>
<Caption>
                      SIGNATURE                                  TITLE                   DATE
                      ---------                                  -----                   ----
<C>                                                    <S>                        <C>
                                                       President, Chief
                          *                              Executive Officer (and
     -------------------------------------------         Principal Executive       November 9, 2001
                  Randall Oliphant                       Officer) and Director

                          *
     -------------------------------------------       Chairman of the Board of    November 9, 2001
                     Peter Munk                          Directors

                          *
     -------------------------------------------       Director                    November 9, 2001
                   Howard L. Beck

                          *
     -------------------------------------------       Director                    November 9, 2001
               C. William D. Birchall

                          *                            Vice Chairman, Chief
     -------------------------------------------         Operating Officer and     November 9, 2001
                 John K. Carrington                      Director

                          *
     -------------------------------------------       Director                    November 9, 2001
                  Marshall A. Cohen

                          *
     -------------------------------------------       Director                    November 9, 2001
                 Peter A. Crossgrove

                          *
     -------------------------------------------       Director                    November 9, 2001
                Angus A. MacNaughton

                          *
     -------------------------------------------       Director                    November 9, 2001
         The Right Honourable Brian Mulroney

                          *
     -------------------------------------------       Director                    November 9, 2001
                    Anthony Munk
</Table>


                                      II-5
<Page>


<Table>
<Caption>
                      SIGNATURE                                  TITLE                   DATE
                      ---------                                  -----                   ----
<C>                                                    <S>                        <C>
                          *
     -------------------------------------------       Director                    November 9, 2001
                  Joseph L. Rotman

                          *
     -------------------------------------------       Director                    November 9, 2001
                 Gregory C. Wilkins

                          *
     -------------------------------------------       Senior Vice President and   November 9, 2001
                  Jamie C. Sokalsky                      Chief Financial Officer

                          *                            Vice President,
     -------------------------------------------         Controller and Chief      November 9, 2001
                   Andre R. Falzon                       Accounting Officer
</Table>



<Table>
<S>   <C>                                                    <C>                   <C>
By:   /s/ SYBIL E. VEENMAN
      -------------------------------------------            Authorized
      Barrick Goldstrike Mines Inc.                            Representative       November 9, 2001
      Name: Sybil E. Veenman                                   in the
      Title: Secretary                                         United States

*By:  /s/ SYBIL E. VEENMAN
      -------------------------------------------
      Name:  Sybil E. Veenman                                                       November 9, 2001
             Attorney-in-Fact
</Table>


                                      II-6
<Page>
                                 EXHIBITS INDEX


<Table>
<Caption>
EXHIBIT
NUMBER                                          DESCRIPTION
- -------                                         -----------
<S>                     <C>
 2.1                    Agreement and Plan of Merger, dated as of June 24, 2001,
                        among Barrick Gold Corporation, Havana Acquisition Inc. (now
                        known as Homestake Merger Co.) and Homestake Mining Company,
                        as amended October 19, 2001 (included as Annex A to the
                        proxy statement/ prospectus forming a part of this
                        registration statement and incorporated herein by
                        reference).

 3.1                    Articles of Amalgamation and By-laws of Barrick Gold
                        Corporation (incorporated by reference to Barrick's Annual
                        Report on Form 40-F for the year ended December 31, 2000,
                        dated April 21, 2001 (file number 1-9059)).

 4.1                    Form of Supplement to Voting, Support and Exchange Trust
                        Agreement.

 5.1                    Opinion of Davies Ward Phillips & Vineberg LLP, as to the
                        legality of the securities being registered.

 8.1                    Opinion of Cravath, Swaine & Moore as to the United States
                        federal income tax consequences of the merger.

 9.1                    Stockholders Agreement, dated as of June 24, 2001, among the
                        several stockholders of Homestake Mining Company that are
                        parties thereto, Barrick Gold Corporation and Havana
                        Acquisition Inc. (now known as Homestake Merger Co.)
                        (included as Annex B to the proxy statement/prospectus
                        forming a part of this registration statement and
                        incorporated herein by reference).

 23.1                   Consent of PricewaterhouseCoopers LLP.

 23.2                   Consent of PricewaterhouseCoopers LLP.

 23.3                   Consent of Davies Ward Phillips & Vineberg LLP (included in
                        Exhibit 5.1 to this Registration Statement).

 23.4                   Consent of Cravath, Swaine & Moore (included in Exhibit 8.1
                        to this Registration Statement).

 23.5                   Consent of UBS Warburg LLC.

 23.6                   Consent of Pincock, Allen & Holt.

 24.1                   Powers of Attorney.**

 99.1                   Form of proxy card to be mailed to holders of Homestake
                        common stock.

 99.2                   Form of voting instruction to be mailed to holders of
                        Homestake CHESS depository interests.

 99.3                   Form of voting instruction to be mailed to holders of
                        Homestake Canada exchangeable shares.

 99.4                   Opinion of UBS Warburg LLC (included as Annex C to the proxy
                        statement/prospectus forming a part of this registration
                        statement and incorporated herein by reference).
</Table>


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


**  Previously filed.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>a2061679zex-4_1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
<Page>

                                                                     Exhibit 4.1


             VOTING, SUPPORT AND EXCHANGE TRUST AGREEMENT SUPPLEMENT
             -------------------------------------------------------

         THIS VOTING, SUPPORT AND EXCHANGE TRUST AGREEMENT SUPPLEMENT is made as
of _____________________, 2001,

AMONG:

                    BARRICK GOLD CORPORATION,
                    a corporation governed by the
                    laws of the Province of Ontario,
                    ("Barrick")

                             - and -

                    HOMESTAKE MINING COMPANY,
                    a corporation governed by the
                    laws of the State of Delaware,
                    ("Homestake")

                             - and -

                    HOMESTAKE CANADA INC.,
                    a corporation governed by the laws
                    of the Province of Ontario,
                    ("HCI")

                             - and -

                    HOMESTAKE CANADA HOLDINGS COMPANY, an unlimited
                    liability company governed by the laws of the
                    Province of Nova Scotia, ("Homestake ULC")

                             - and -

                    COMPUTERSHARE TRUST COMPANY OF CANADA, a trust
                    company existing under the federal laws of Canada,
                    (the "Trustee" or "Computershare")

                             - and -

                    MONTREAL TRUST COMPANY OF CANADA,
                    a trust company existing under the federal laws of Canada,
                    (the "Original Trustee" or "Montreal Trust")

<Page>

                                      -2-



RECITALS:

                  HCI is the issuer of certain shares (the "Exchangeable
Shares"), which are currently exchangeable into shares of common stock of
Homestake ("Homestake Common Stock"), on a one-for-one basis.

                  Homestake, HCI and the Original Trustee entered into a voting,
support and exchange trust agreement dated as of December 2, 1998 (the "Original
Trust Agreement") to establish certain procedures relating to the HCI
Exchangeable Share structure, including, among other things, the procedures
whereby the Trustee may exercise certain voting rights and exchange rights on
behalf of holders of the Exchangeable Shares.

                  Pursuant to an agreement and plan of merger dated as of June
24, 2001 as amended by an amendment dated as of October 19, 2001 (the "Merger
Agreement") among Barrick, Homestake and a wholly-owned subsidiary of Barrick
("Homestake Merger Co."), it is proposed that Homestake Merger Co. merge with
and into Homestake (the "Merger") with the result that Homestake will continue
as the surviving corporation and become a wholly-owned indirect subsidiary of
Barrick.

                  Under the Merger, each outstanding share of Homestake Common
Stock not owned by Barrick or Homestake will be changed and converted into the
right to receive 0.53 common shares of Barrick ("Barrick Common Shares") and
each outstanding Exchangeable Share will remain outstanding, but will, at and
after the effective time of the Merger, be exchangeable for 0.53 Barrick Common
Shares.

                  Pursuant to Sections 11.1, 11.2 and 12.4 of the Original Trust
Agreement, as a result of the Merger, the Original Trust Agreement must be
amended, modified and supplemented as necessary in order that it shall apply
with full force and effect, mutatis mutandis, to the Barrick Common Shares, and
the parties to the Original Trust Agreement are required to execute and deliver
this voting, support and exchange trust supplement in order to give effect to
and evidence such necessary amendments and modifications.

                  Barrick, Homestake and Homestake Merger Co. propose to
complete the Merger immediately following the execution and delivery of this
voting, support and exchange trust supplement by the parties hereto.

                  The board of directors of Homestake and the board of directors
of HCI are each of the opinion that the amendments and modifications to be
effected hereby are not inconsistent with the Original Trust Agreement, are
necessary and desirable in light of the Merger and will not be prejudicial to
the interests of the holders of the Exchangeable Shares.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:


<Page>
                                      -3-


                                   ARTICLE 1
                  DEFINITIONS AND PRINCIPLES OF INTERPRETATION
                  --------------------------------------------

1.1      DEFINITIONS
         -----------

                  All capitalized terms used herein which are defined in the
Original Trust Agreement shall have the respective meanings set forth therein,
except as otherwise defined herein. Whenever used herein, the following words
and terms have the meanings set forth below:

         "AGREEMENT" means this voting, support and exchange trust agreement
         supplement, including all amendments or restatements as permitted, and
         references to "Article" or "Section" mean the specified Article or
         Section of this Agreement;

         "MERGER" has the meaning ascribed to it in the Recitals;

         "ORIGINAL TRUST AGREEMENT" has the meaning ascribed to it in the
         Recitals;

         "TRUSTEE CHANGE EFFECTIVE DATE" has the meaning ascribed to it in
         Section 4.1 hereof; and

         "VOTING SHARE" has the meaning ascribed to it in Section 2.1 hereof.

1.2      CERTAIN RULES OF INTERPRETATION
         -------------------------------

                  In this Agreement:

         (a)      GOVERNING LAW - This Agreement is a contract made under and
                  shall be governed by and construed in accordance with the laws
                  of the Province of Ontario and the federal laws of Canada
                  applicable in the Province of Ontario.

         (b)      HEADINGS - Headings of Articles and Sections are inserted for
                  convenience of reference only and shall not affect the
                  construction or interpretation of this Agreement.

         (c)      NO STRICT CONSTRUCTION - The language used in this Agreement
                  is the language chosen by the parties to express their mutual
                  intent, and no rule of strict construction shall be applied
                  against any party.

         (d)      NUMBER AND GENDER - Unless the context otherwise requires,
                  words importing the singular include the plural and vice versa
                  and words importing gender include all genders.

         (e)      SEVERABILITY - If, in any jurisdiction, any provision of this
                  Agreement or its application to any party or circumstance is
                  restricted, prohibited or unenforceable, such provision shall,
                  as to such jurisdiction, be ineffective only to the extent of
                  such restriction, prohibition or unenforceability without
                  invalidating the remaining provisions of this Agreement and
                  without affecting the validity or


<Page>
                                      -4-


                  enforceability of such provision in any other jurisdiction or
                  without affecting its application to other parties or
                  circumstances.

         (f)      TIME - Time is of the essence in the performance of the
                  parties' respective obligations.

1.3      SCOPE OF AGREEMENT
         ------------------

                  This Agreement is supplementary to and amends and modifies the
Original Trust Agreement as herein set forth. Immediately upon the Merger
becoming effective under the Delaware General Corporation Law, the Original
Trust Agreement shall thereafter be read in conjunction with this Agreement and
this Agreement shall be deemed for all purposes to be a part of the Original
Trust Agreement and shall have effect so far as is practicable as if all the
provisions of the Original Trust Agreement and this Agreement were contained in
one and the same instrument.

                  This Agreement and the Original Trust Agreement constitute the
entire agreement between the parties relating to the subject matter hereof and
thereof. This Agreement supersedes all prior agreements and understandings of
the parties, whether oral or written, including the Original Trust Agreement,
with respect to the portions of the Original Trust Agreement hereby amended,
modified and supplemented. There are no general or specific representations,
warranties or other agreements by or among the parties in connection with the
entering into of this Agreement or the subject matter hereof except as
specifically set forth herein.

                                   ARTICLE 2
                            COVENANTS OF THE PARTIES
                            ------------------------

2.1      ISSUANCE OF BARRICK SPECIAL VOTING SHARE
         ----------------------------------------

                  As of the time that the Merger becomes effective under the
Delaware General Corporation Law, (a) Barrick shall issue to and deposit with
the Trustee the first preferred share, series C special voting share of Barrick
(the "Voting Share") to be thereafter held of record by the Trustee as trustee
for and on behalf of, and for the use and benefit of, the Non-Affiliated Holders
and in accordance with the provisions of the Original Trust Agreement as
amended, modified and supplemented by this Agreement, and (b) the Trustee shall
surrender to Homestake the certificate formerly representing the one share of
special voting stock of Homestake, par value U.S.$1.00, previously issued by
Homestake to the Trustee. Barrick hereby acknowledges receipt from the Trustee
as trustee for and on behalf of the Non-Affiliated Holders of good and valuable
consideration (and the adequacy thereof) for the issuance of the Voting Share by
Barrick to the Trustee.

2.2      ASSUMPTION OF OBLIGATIONS
         -------------------------

                  Barrick hereby confirms, covenants and agrees and each of the
other parties hereto acknowledges and confirms that, immediately upon the Merger
becoming effective under the Delaware General Corporation Law, by virtue of this
Agreement, Barrick has succeeded to the position of Homestake under the Original
Trust Agreement (as amended, modified and supplemented hereby) and, without
limiting the generality of the foregoing, that it has assumed

<Page>
                                      -5-


liability for all moneys payable and property deliverable under the Original
Trust Agreement (as amended, modified and supplemented hereby), and that it will
pay and deliver or cause to be paid and delivered all such moneys and property
and will observe and perform all the covenants and obligations of Homestake
under the Original Trust Agreement (as amended, modified and supplemented
hereby). Each of the parties hereto acknowledges and agrees that Barrick is the
Homestake Successor, as that term is defined in the Original Trust Agreement,
for all purposes of the Original Trust Agreement (including as such agreement is
amended, modified and supplemented hereby) and is the successor corporation to
Homestake, as contemplated by the definition of "Homestake" in the Exchangeable
Share Provisions, for all purposes of the Exchangeable Share Provisions.

2.3      WAIVER OF DIVIDEND ENTITLEMENT; RETURN OF VOTING SHARE
         ------------------------------------------------------

                  The Trustee hereby:

         (a)      irrevocably waives its entitlement to the $0.01 quarterly
                  dividend required to be paid by Barrick on the Voting Share
                  pursuant to the provisions thereof, and acknowledges and
                  agrees that no such dividend will in fact be paid; and

         (b)      covenants and agrees that, at such time as no Exchangeable
                  Shares (other than Exchangeable Shares owned by Barrick or any
                  subsidiary or affiliate of Barrick) shall be outstanding and
                  there are no shares, securities, debt, options or other
                  agreements which could give rise to the issuance of any
                  Exchangeable Shares to any person (other than Barrick or any
                  subsidiary or affiliate of Barrick), the Trustee will transfer
                  and convey to Barrick the Voting Share and all of the
                  Trustee's rights, entitlements and interests therein, and the
                  Trustee irrevocably waives any entitlement to the payment of
                  the redemption price of $1.00, or the payment of any other
                  consideration, therefor.

2.4      ASSIGNMENT OF CERTAIN RIGHTS
         ----------------------------

                  For greater certainty, Homestake and Barrick hereby
acknowledge that, immediately upon the Merger becoming effective under the
Delaware General Corporation Law, Homestake has assigned to Barrick all of
Homestake's rights, entitlements and obligations under the Retraction Call
Right, the Redemption Call Right and the Liquidation Call Right, and Barrick
acknowledges receipt thereof, and the Trustee (on behalf of the holders of the
Exchangeable Shares) has consented to such assignment.

2.5      FRACTIONAL SHARES
         -----------------

                  The parties hereto agree that, where a holder of Exchangeable
Shares becomes entitled to receive a fractional interest in a Barrick Common
Share (determined on an aggregate basis) pursuant to the Exchangeable Share
Provisions or the Original Trust Agreement (as supplemented, modified and
amended by this Agreement), the holder shall receive, in lieu of such fractional
interest in a Barrick Common Share, the cash amount equal to such fractional
interest multiplied by the Current Market Price.


<Page>
                                      -6-


2.6      NOTICE OF EXERCISE OF RETRACTION CALL RIGHT
         -------------------------------------------

                  Where HCI has received a Retraction Request (as defined in the
Exchangeable Share Provisions) and immediately notified Barrick and Homestake
ULC thereof in accordance with the requirements of Section 6.2(2) of the
Exchangeable Share Provisions, Barrick and Homestake ULC hereby agree to notify
HCI within two Business Days that: (a) Barrick will exercise the Retraction Call
Right and Homestake ULC will not exercise the Retraction Call Right; (b)
Homestake ULC will exercise the Retraction Call Right and Barrick will not
exercise the Retraction Call Right; or (c) neither Barrick nor Homestake ULC
will exercise the Retraction Call Right; and, in the event that Barrick or
Homestake ULC elects to exercise the Retraction Call Right, such notice shall
also specify the number of Barrick Common Shares to be delivered thereunder, the
amount of cash to be paid thereunder in lieu of any fractional Barrick Common
Shares, and the amount of cash to be paid thereunder in satisfaction of a
Dividend Amount. HCI hereby agrees to notify the holder who has delivered the
Retraction Request (as defined in the Exchangeable Share Provisions) of such
information as soon as possible following receipt of such notice.

                                   ARTICLE 3
                     AMENDMENTS TO ORIGINAL TRUST AGREEMENT
                     --------------------------------------

                  The Original Trust Agreement is amended, modified and
supplemented, immediately upon the Merger becoming effective under the Delaware
General Corporation Law, as follows:

3.1      DEFINITIONS
         -----------

                  Section 1.1 of the Original Trust Agreement is amended,
modified and supplemented:

         (a)      by deleting the definitions of "Canadian Dollar Equivalent"
                  and "HCI Board of Directors";

         (b)      by deleting the definition of "Current Market Price" and
                  replacing it with the following:

                  "CURRENT MARKET PRICE" means, in respect of a Barrick Common
                  Share, on any date, the average closing sales price of Barrick
                  Common Shares during a period of five consecutive trading days
                  ending not more than five trading days before such date on The
                  Toronto Stock Exchange or, if the Barrick Common Shares are
                  not then listed on The Toronto Stock Exchange, on such other
                  stock exchange or automated quotation system on which the
                  Barrick Common Shares are listed or quoted, as the case may
                  be, as may be selected by the Board of Directors for such
                  purposes; provided, however, that if in the opinion of the
                  Board of Directors the public distribution or trading activity
                  of Barrick Common Shares during such period is inadequate to
                  create a market that reflects the fair market value of the
                  Barrick Common Shares, then the Current Market Price of a
                  Barrick Common Share shall be determined by the Board of
                  Directors based upon the advice of

<Page>
                                      -7-


                  such qualified independent financial advisors as the Board of
                  Directors may deem to be appropriate, and provided further
                  that any such selection, opinion or determination by the Board
                  of Directors shall be conclusive and binding.;

         (c)      by deleting the definition of "Dividend Amount" and replacing
                  it with the following:

                  "DIVIDEND AMOUNT" means, as at any date, an amount equal to
                  the full amount of all dividends and distributions then
                  declared and unpaid on each Exchangeable Share plus 53% of the
                  amount of all dividends and distributions declared on each
                  Barrick Common Share in respect of which no dividend or
                  distribution has then been declared on each Exchangeable Share
                  in accordance with the Exchangeable Share Provisions.

         (d)      by deleting the definition of "Homestake Common Stock" and
                  replacing it with the following:

                  "BARRICK COMMON SHARES" means the common shares in the capital
                  of Barrick and any other securities into which such shares may
                  be changed or for which such shares may be exchanged (whether
                  or not Barrick shall be the issuer of such other securities)
                  and any other consideration which may be received by the
                  holders of such shares, pursuant to a recapitalization,
                  reconstruction, reorganization or reclassification of, or
                  amalgamation, merger, liquidation or similar transaction,
                  affecting such shares.;

         (e)      by deleting the definition of "Trustee" and replacing it with
                  the following:

                  "TRUSTEE" means Computershare Trust Company of Canada and,
                  subject to the provisions of Article 10 hereof, includes any
                  successor trustee or permitted assigns.;

         (f)      by deleting the definition of "Voting Share" and replacing it
                  with the following:

                  "VOTING SHARE" means the first preferred share, series C
                  special voting share of Barrick, issued by Barrick to and
                  deposited with the Trustee, which entitles the holder to
                  exercise the Voting Rights.; and

         (g)      by deleting the words "each of San Francisco, California,
                  Toronto, Ontario and Vancouver, British Columbia" in the
                  definition of "Business Day" and replacing them with "Toronto,
                  Ontario".

3.2      CONFORMING CHANGES
         ------------------

                  The Original Trust Agreement is amended, modified and
supplemented:

         (a)      by deleting the words and phrases set forth below wherever
                  they appear in the Original Trust Agreement (other than in the
                  recitals thereto and in the definition of "Holdco") and
                  replacing them with the words and phrases set forth opposite:


<Page>
                                      -8-


<Table>
<Caption>
                  DELETION                              REPLACEMENT
                  --------                              -----------
<S>                                                     <C>
                  Homestake                             Barrick

                  Homestake Board of Directors          Barrick Board of Directors

                  Homestake Consent                     Barrick Resolution

                  Homestake Meeting                     Barrick Meeting

                  Homestake Successor                   Barrick Successor

                  shares of Homestake Common Stock      Barrick Common Shares

                  Homestake Common Stock                Barrick Common Shares
</Table>

         (b)      by deleting the phrase "including without limitation, the
                  delivery of Homestake Common Stock to the holders of
                  Exchangeable Shares in accordance with the Plan of Arrangement
                  including the Exchangeable Share Provisions" from Section
                  5.10;

         (c)      by deleting the phrases "or, prior to the Effective Date, of
                  Prime" and "the Plan of Arrangement," in each instance where
                  found in Section 6.6;

         (d)      by deleting the phrases "under the Plan of Arrangement," and
                  "of the Plan of Arrangement," in each instance where found in
                  Section 7.3;

         (e)      by deleting Section 6.11 and replacing it with the following:

                  6.11 DUE PERFORMANCE. On or after the effective date of the
                  Merger, Barrick shall duly and timely perform all of the
                  obligations that may arise upon the exercise of rights by any
                  holder of Exchangeable Shares. Barrick shall be responsible
                  for the due performance of all of Holdco's obligations
                  hereunder and under the Exchangeable Share Provisions, except
                  that in respect of the rights of Holdco under the Liquidation
                  Call Right, the Redemption Call Right and the Retraction Call
                  Right, Barrick's obligation shall be limited to acting to
                  ensure that Holdco will exercise its rights under the
                  Liquidation Call Right, the Redemption Call Right and the
                  Retraction Call Right only in circumstances where Holdco is
                  able to duly and timely perform in accordance with applicable
                  law its obligations with respect to the Liquidation Call
                  Right, the Redemption Call Right and the Retraction Call
                  Right.;

         (f)      by inserting the words "53% of" immediately before the phrase
                  "an equivalent dividend" in each instance where such phrase is
                  found in Section 6.1;

         (g)      by deleting the words "as is equal to the sum of" in Section
                  6.3 and replacing them with "as is equal to 53% of the sum
                  of";


<Page>
                                      -9-


         (h)      by deleting the words "the economic equivalent" in each
                  instance where found in Section 6.7(1) and replacing them with
                  "53% of the economic equivalent";

         (i)      by adding the phrase "(taking into account the exchange ratio
                  at which the Exchangeable Shares are exchangeable for Barrick
                  Common Shares)" immediately following the words "on an
                  economically equivalent basis" where found in Section 6.8;

         (j)      by deleting Section 14.5 and replacing it with the following:

                  14.5 RISK OF PAYMENTS BY POST. Whenever payments are to be
                  made or documents are to be sent to any Non-Affiliated Holder
                  by the Trustee, HCI or Barrick or by such Non-Affiliated
                  Holder to the Trustee, Barrick or HCI, the making of such
                  payment or sending of such document sent through the post or
                  by courier shall be at the risk of HCI, in the case of
                  payments made or documents sent by the Trustee, HCI or
                  Barrick, and at the risk of the Non-Affiliated Holder, in the
                  case of payments made or documents sent by the Non-Affiliated
                  Holder.

         (k)      by deleting Section 14.8.

3.3      VOTING SHARE AND VOTING RIGHTS
         ------------------------------

                  The Original Trust Agreement is amended, modified and
supplemented:

         (a)      by deleting the first two sentences of Section 3.1;

         (b)      by deleting the word "one vote" in Section 4.2 and replacing
                  it with "0.53 votes"; and

         (c)      by deleting Section 5.4 and replacing it with the following:

                  5.4 PURCHASE PRICE. The purchase price payable by Barrick for
                  each Exchangeable Share to be purchased by Barrick under the
                  Exchange Right shall be an amount per share equal to (a) 53%
                  of the Current Market Price of a Barrick Common Share on the
                  last Business Day prior to the day of closing of the purchase
                  and sale of such Exchangeable Share under the Exchange Right,
                  which shall be satisfied in full by causing to be delivered to
                  such holder 0.53 Barrick Common Shares, plus (b) the Dividend
                  Amount, if any, as of the last Business Day prior to the day
                  of closing of the purchase and sale of such Exchangeable Share
                  under the Exchange Right.

3.4      ARTICLE 14 - NOTICE
         -------------------

                  The Original Trust Agreement is amended, modified and
supplemented by deleting paragraphs (a), (b) and (c) of Section 14.3 and
replacing them with the following:


<Page>
                                      -10-


         (a)      in the case of a Notice to Barrick at:

                  Barrick Gold Corporation
                  Royal Bank Plaza
                  South Tower, Suite 2700
                  Toronto, Ontario
                  M5J 2I3

                  Attention:        General Counsel
                  Fax:              (416) 861-0727

         (b)      in the case of a Notice to Homestake or HCI at:

                  Homestake Mining Company
                  1600 Riviera Avenue
                  Suite 200
                  Walnut Creek, CA 94596

                  Attention:        General Counsel
                  Fax:              (925) 746-0548

         (c)      in the case of a Notice to the Trustee at:

                  Computershare Trust Company of Canada
                  510 Burrard Street
                  Vancouver, British Columbia
                  V6C 3B9

                  Attention:        Corporate Trust
                  Fax:              (604) 685-4079

                                   ARTICLE 4
                              ASSIGNMENT OF TRUSTS
                              --------------------

4.1      SALE OF ASSETS OF MONTREAL TRUST
         --------------------------------

                  Computershare and Montreal Trust hereby acknowledge and
represent that Computershare acquired the stock transfer and corporate trust
businesses of Montreal Trust pursuant to an Asset Purchase Agreement dated as of
June 30, 2000 (the "Trustee Change Effective Date") and, pursuant thereto,
Montreal Trust has agreed to transfer to Computershare the appointment as
trustee under the Original Trust Agreement, subject to the terms thereof and to
the agreement of the parties thereto. In order to give effect to the foregoing,
Montreal Trust desires to resign as trustee under the Original Trust Agreement
and to be discharged from the trusts thereof and to transfer to Computershare
all of its rights, powers and trusts under the Original Trust Agreement, and
Computershare desires to accept such appointment. Computershare hereby
represents that it meets all of the qualifications required of a new trustee
under the Original Trust Agreement.


<Page>
                                      -11-


4.2      RESIGNATION OF MONTREAL TRUST
         -----------------------------

                  Montreal Trust hereby resigns as trustee under, and is hereby
discharged from the trusts of, the Original Trust Agreement, effective as of the
Trustee Change Effective Date. Homestake and HCI hereby accept such resignation,
waiving any required period of notice that may be set forth in the Original
Trust Agreement.

4.3      APPOINTMENT OF COMPUTERSHARE
         ----------------------------

                  Homestake and HCI hereby appoint Computershare as successor
trustee under the Original Trust Agreement in the place and stead of Montreal
Trust and with like effect as if originally named as trustee under the Original
Trust Agreement, effective as of the Trustee Change Effective Date, and
Computershare hereby accepts such appointment. The parties hereby agree that
Montreal Trust shall not be responsible for any liabilities that may arise
pursuant to Computershare's administration of the trusteeship after the Trustee
Change Effective Date. For greater certainty, however, nothing in this Agreement
shall in any way release Montreal Trust from or affect its liabilities, duties
or obligations under the Original Trust Agreement arising prior to the Trustee
Change Effective Date.

4.4      TRANSFER AND ASSIGNMENT
         -----------------------

                  Montreal Trust hereby transfers and assigns to Computershare,
upon the trusts expressed in the Original Trust Agreement, all of its rights,
powers and trusts as trustee under the Original Trust Agreement, effective as of
the Trustee Change Effective Date. Computershare as successor trustee hereby
accepts the trusts in the Original Trust Agreement declared and provided and
agrees to perform the same upon the terms and conditions herein and in the
Original Trust Agreement set forth. Montreal Trust agrees to transfer and
deliver to Computershare as soon as practicable, and Computershare agrees to
accept, any and all records, documents, monies and other property that may be
held by Montreal Trust in connection with the Original Trust Agreement.

4.5      FURTHER ASSURANCES
         ------------------

                  Each party hereto agrees to execute and deliver all such
documents and instruments and do such other acts as may be necessary or
advisable to give effect to the assignment of trusts hereunder from Montreal
Trust to Computershare.

                                   ARTICLE 5
                                    GENERAL
                                    -------

5.1      ENUREMENT
         ---------

                  This Agreement shall be binding upon and enure to the benefit
of the parties hereto and their respective successors (including any successor
by reason of amalgamation of any party) and assigns and to the benefit of the
Non-Affiliated Holders.


<Page>
                                      -12-


5.2      ATTORNMENT
         ----------

                  Each of the parties hereto agrees that any action or
proceeding arising out of or relating to this Agreement or the Original Trust
Agreement (as amended, modified and supplemented hereby) may be instituted in
the courts of Ontario, waives any objection which it may have now or hereafter
to the venue of any such action or proceeding, irrevocably submits to the
jurisdiction of the said courts in any such action or proceeding, and agrees to
be bound by any final and unappealable judgment of the said courts.

5.3      EXECUTION AND DELIVERY
         ----------------------

                  This Agreement may be executed by the Parties in counterparts
and may be executed and delivered by facsimile and all such counterparts and
facsimiles shall together constitute one and the same agreement.

                  IN WITNESS OF WHICH the parties have duly executed this
Agreement.

                                       BARRICK GOLD CORPORATION


                                       By:
                                           ------------------------------
                                           Name:
                                           Title:


                                       HOMESTAKE MINING COMPANY


                                       By:
                                           ------------------------------
                                           Name:
                                           Title:


                                       HOMESTAKE CANADA INC.


                                       By:
                                           ------------------------------
                                           Name:
                                           Title:



<Page>
                                      -13-


                                       HOMESTAKE CANADA HOLDINGS
                                       COMPANY


                                       By:
                                           ------------------------------
                                           Name:
                                           Title:



                                       COMPUTERSHARE TRUST COMPANY
                                       OF CANADA


                                       By:
                                           ------------------------------
                                           Name:
                                           Title:


                                       MONTREAL TRUST COMPANY OF
                                       CANADA



                                       By:
                                           ------------------------------
                                           Name:
                                           Title:




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>a2059026zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<Page>
                                                                     EXHIBIT 5.1

                                [LETTERHEAD OF]
                      DAVIES WARD PHILLIPS & VINEBERG LLP
                      44th Floor, #1 First Canadian Place
                              Toronto, ON M5X 1B1


                                                                November 7, 2001


Barrick Gold Corporation
Suite 2700, South Tower
Royal Bank Plaza
200 Bay Street
Toronto, ON M5J 2J3

Dear Sirs:

             BARRICK GOLD CORPORATION AND HOMESTAKE MINING COMPANY
       REGISTRATION STATEMENT ON FORM F-4 (THE "REGISTRATION STATEMENT")

    We have acted as Canadian counsel to Barrick Gold Corporation ("Barrick") in
connection with the preparation of the Registration Statement to be filed under
the SECURITIES ACT OF 1933, as amended, for the registration of 141,981,947
common shares of Barrick (the "Barrick Shares") to be issued pursuant to the
terms of an agreement and plan of merger dated as of June 24, 2001 among
Barrick, Homestake Merger Co. (formerly Havana Acquisition Inc.) and Homestake
Mining Company ("Homestake") as amended by an amendment dated as of October 19,
2001 (the "Merger Agreement"). Capitalized terms used in this letter, unless
otherwise defined herein, have the respective meanings ascribed to such terms in
the Merger Agreement.

    For the purposes of this opinion, we have reviewed an original or a copy of
such corporate records of Barrick, such certificates of public officials and
representatives of Barrick and such other agreements, instruments, certificates
and documents as we have deemed necessary or advisable as a basis for the
opinions expressed below, including, without limitation:

(1) the Merger Agreement;

(2) the Registration Statement; and


(3) a certificate of an officer of Barrick dated November 7, 2001.


    For the purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, photostatic or facsimile copies, the
authenticity of the originals of such documents and the genuineness of all
signatures.

    We express no opinion as to the laws or any matters governed by any laws of
any jurisdiction other than the laws of the Province of Ontario and the laws of
Canada applicable therein. The opinions herein are based on the laws of the
Province of Ontario and the laws of Canada applicable therein in effect on the
date hereof.

    Based on and subject to the foregoing, we are of the opinion that:

1.  From and after the Effective Time of the Merger, the Barrick Shares issued
    to holders of Homestake common stock will be validly issued and outstanding
    as fully paid and non-assessable shares.
<Page>
2.  From and after the Effective Time of the Merger, the Barrick Shares issuable
    to the holders of Homestake Canada Inc. exchangeable shares, upon the due
    exchange of such exchangeable shares in accordance with their terms, will be
    validly issued and outstanding as fully paid and non-assessable shares.

3.  From and after the Effective Time of the Merger, the Barrick Shares issuable
    to the holders of Homestake stock options and Homestake share rights, upon
    the due exercise of such stock options or upon the vesting of such share
    rights and satisfaction of certain other conditions, as the case may be, in
    accordance with their respective terms, will be validly issued and
    outstanding as fully paid and non-assessable shares.

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

    We are furnishing this opinion in connection with the filing of the
Registration Statement with the Securities and Exchange Commission (the "SEC")
and this opinion is not to be used, circulated, quoted or otherwise referred to
for any other purpose without our express written consent.


    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm name therein. We further
consent to the reference to our firm name set forth under the caption "Legal
Matters" in the Registration Statement.


                                          Yours very truly,
                                          /s/ Davies Ward Phillips & Vineberg
                                          LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>5
<FILENAME>a2059026zex-8_1.txt
<DESCRIPTION>EXHIBIT 8.1
<TEXT>
<Page>

                                                                     EXHIBIT 8.1



                                [LETTERHEAD OF]
                            CRAVATH, SWAINE & MOORE
                                Worldwide Plaza
                               825 Eighth Avenue
                            New York, NY 10019-7475



                                                                November 9, 2001



Ladies and Gentlemen:



    We have acted as tax counsel for Homestake Mining Company, a Delaware
corporation ("Homestake"), in connection with the proposed merger (the "Merger")
of Homestake Merger Co. (formerly known as Havana Acquisition Inc.), a Delaware
corporation ("Acquisition Subsidiary") and direct or indirect, wholly owned
subsidiary of Barrick Gold Corporation, a corporation organized under the laws
of the Province of Ontario ("Barrick"), with and into Homestake. The Merger will
occur pursuant to an Agreement and Plan of Merger dated as of June 24, 2001, as
amended by the amendment dated as of October 19, 2001 (the "Merger Agreement").
Any capitalized term used but not defined herein shall have the meaning given to
such term in the Merger Agreement.



    In that connection, you have requested our opinion regarding certain United
States federal income tax consequences of the Merger. In providing our opinion,
we have examined the Merger Agreement, Amendment No. 2 to the registration
statement on Form F-4 filed with the Securities and Exchange Commission by
Barrick on November 9, 2001 (the "Registration Statement"), the Voting, Support
and Exchange Trust Agreement dated as of December 2, 1998, the form of the
Voting Support and Exchange Trust Supplement attached to the Registration
Statement and such other documents, instruments and corporate records as we have
deemed necessary or appropriate for purposes of our opinion. In addition, we
have assumed that (i) the Merger will be consummated as a merger of Acquisition
Subsidiary with and into Homestake, with Homestake surviving the merger, and
otherwise in the manner contemplated by the Registration Statement and in
accordance with the provisions of the Merger Agreement; (ii) the statements
concerning the Merger set forth in the Merger Agreement and the Registration
Statement are and will remain true, correct and complete; (iii) the factual
representations made to us by Homestake and Barrick in their respective letters
to us each dated as of the date hereof and delivered to us for purposes of this
opinion are and will as of the date of the Merger remain true, correct and
complete (such letters, the "Representation Letters"); (iv) any factual
representations made in the Representation Letters or in the Merger Agreement
"to the best knowledge of" or similarly qualified are true, correct and complete
without such qualification; (v) all documents submitted to us are authentic
originals, or if submitted as photocopies, that they faithfully reproduce the
originals thereof and (vi) all such documents have been or will be duly executed
to the extent required.



    If any of the above-described assumptions are untrue for any reason, our
opinion as expressed below may be adversely affected and may not be relied upon.



    Based upon the foregoing, we are of the opinion that the statements in the
Registration Statement under the heading "Material U.S. Federal Income Tax
Consequences of the Merger--Tax-Free Merger in the U.S." that purport to state
our opinion do in fact constitute our opinion, subject to the qualifications
contained therein.

<Page>

    The opinion expressed herein is based upon existing statutory, regulatory
and judicial authority, any of which may be changed at any time with retroactive
effect. Any change in applicable laws or the facts and circumstances surrounding
the Merger, or any inaccuracy in the statements, facts, assumptions or
representations upon which we have relied, may affect the continuing validity of
our opinion as set forth herein. We assume no responsibility to inform you of
any such change or inaccuracy that may occur or come to our attention. Finally,
our opinion is limited to the tax matters specifically covered hereby, and we
have not been asked to address, nor have we addressed, any other tax
consequences of the Merger or any other transaction.



    This opinion is being provided for the benefit of Homestake and Barrick so
that Homestake and Barrick may comply with their obligations under the federal
securities laws. We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm name therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.



<Table>
<S>                                            <C>
                                               Very truly yours,

Homestake Mining Company                       /s/ Cravath, Swaine & Moore
1600 Riviera Avenue
Suite 200
Walnut Creek, CA 94596
Attention: General Counsel
Barrick Gold Corporation
Royal Bank Plaza
South Tower, Suite 2700
Toronto, Ontario
M5J 2J3 Canada
Attention: General Counsel
</Table>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>a2054580zex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<Page>
                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Amendment No. 2 to Form F-4 of Barrick Gold Corporation, of our
report dated January 31, 2001, except for Notes 23 and 21, as to which the date
is November 7, 2001, relating to the restated financial statements, which
appears in Homestake Mining Company's Annual Report on Form 10-K/A for the year
ended December 31, 2000. We also consent to the reference to us under the
headings "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP


San Francisco, California
November 9, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>7
<FILENAME>a2059026zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<Page>
                                                                    EXHIBIT 23.2

                      [Letterhead PricewaterhouseCoopers]

Securities & Exchange Commission

Dear Sirs


We consent to the incorporation by reference in this Registration Statement of
Barrick Gold Corporation (the "Registrant") on Amendment No. 2 to Form F-4 of
our report dated November 9, 2001, appearing in and incorporated by reference in
the Amended Annual Report on Form 40-F/A of the Registrant for the year ended
December 31, 2000 and to the reference to us under the heading "Experts" in the
Joint Proxy Statement/Prospectus, which is part of this Registration Statement.


PricewaterhouseCoopers LLP


Toronto, Ontario
November 9, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.5
<SEQUENCE>8
<FILENAME>a2054580zex-23_5.txt
<DESCRIPTION>EXHIBIT 23.5
<TEXT>
<Page>
                                                                    EXHIBIT 23.5

[LOGO]

                           CONSENT OF UBS WARBURG LLC

    We hereby consent to the use of Annex C containing our opinion letter dated
June 24, 2001 to the Board of Directors of Homestake Mining Company in the Proxy
Statement/Prospectus constituting a part of the Registration Statement on
Form F-4 relating to the acquisition of Homestake Mining Company by Barrick Gold
Corporation and to the references to our firm in such Proxy Statement/
Prospectus. In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

                                          /s/ UBS WARBURG LLC
                                          UBS Warburg LLC


New York, New York
November 9, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.6
<SEQUENCE>9
<FILENAME>a2054580zex-23_6.txt
<DESCRIPTION>EXHIBIT 23.6
<TEXT>
<Page>
                                                                    EXHIBIT 23.6

                      [Letterhead of Pincock Allen & Holt]


November 9, 2001


Mr. Andre Falzon
Vice President and Controller
Barrick Corporation
Royal Bank Plaza, South Tower
Suite 2700, 200 Bay Street
Toronto, Ontario
Canada M5J 213

RE:  LETTER OF CONSENT

Dear Sir:


Pincock, Allen & Holt, a mining consulting firm based in Lakewood, Colorado,
hereby consents to the inclusion and incorporation by reference of portions of
our reserve audit reports for the Goldstrike Property reserves as at
December 31, 2000, the Pierina Gold Project reserves as at December 31, 1998,
the Pascua Gold Project reserves as at December 31, 1999, and the Bulyanhulu
Gold Project reserves at December 31, 1999, and all references to our firm
included in or incorporated by reference into (i) the Form F-4 of Barrick Gold
Corporation filed with the U.S. Securities and Exchange Commission (SEC) on
July 20, 2001, (ii) annual information form of Barrick Gold Corporation filed in
Canada, filed with the SEC on Form 40-F/A on November 9, 2001, (iii) the
Form 40-F/A of Barrick Gold Corporation for fiscal year ending December 31, 2000
filed with the SEC, and (iv) the Post Effective Amendment No. 3 to Form F-9
(File No. 333-6756) of Barrick Gold Corporation filed with the SEC.


Sincerely,

PINCOCK, ALLEN & HOLT

/S/ DARREL L. BUFFINGTON, P.E.
Manager of Operations
DLB/jg

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>10
<FILENAME>a2054580zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<Page>

                                                               EXHIBIT 99.1

                                   DETACH HERE

                                      PROXY

                            HOMESTAKE MINING COMPANY

                         1600 Riviera Avenue, Suite 200

                       Walnut Creek, California 94596-3568

              SPECIAL MEETING OF STOCKHOLDERS - DECEMBER 14, 2001
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                           OF HOMESTAKE MINING COMPANY

The undersigned hereby appoints Jack E. Thompson, Walter T. Segsworth and
Wayne Kirk as proxies, and each of them with full power to act without the
others, as proxies, each with the power to appoint a substitute, and hereby
authorizes any of them to represent and to vote, as designated on the reverse
side, all shares of common stock of Homestake Mining Company held of record
by the undersigned on October 30, 2001 at the Special Meeting of Stockholders
to be held on December 14, 2001, or any postponement or adjournment thereof.


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

- -------------                                                      -------------
 SEE REVERSE                                                        SEE REVERSE
    SIDE           CONTINUTED AND TO BE SIGNED ON REVERSE SIDE         SIDE
- -------------                                                      -------------
<Page>

HOMESTAKE MINING COMPANY

c/o EquiServe Trust Company N.A.
P.O. Box 9398
Boston, MA 02205-9398

<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------
                         Vote by Telephone                                   Vote by Internet
- ------------------------------------------------------------------------------------------------------------------
It's fast, convenient, and immediate!                            It's fast, convenient, and your vote is
Call Toll-free on a Touch-Tone Phone                             immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683).
- ------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>
Follow these four easy steps:                                    Follow these four easy steps:

1.   Read the accompanying Proxy Statement/Prospectus and        1.   Read the accompanying Proxy
     Proxy Card.                                                      Statement/Prospectus and Proxy Card.

2.   Call the toll-free number 1-877-PRX-VOTE                    2.   Go to the Website
     (1-877-779-8683).  Stockholders residing outside of the          http://www.eproxyvote.com/hm
     United States can call at no charge on a touch-tone phone        ----------------------------
     1-201-536-8073.                                             3.   Enter your 14-digit Voter Control
                                                                      Number located on your Proxy Card above
3.   Enter your 14-digit Voter Control Number located on your         your name.
     Proxy Card above your name.
                                                                 4.   Follow the instructions provided.
4.   Follow the recorded instructions.
- ------------------------------------------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT!                                          YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!                                     Go to http://www.eproxyvote.com/hm anytime!
</Table>

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET

                                   DETACH HERE

         PLEASE MARK VOTES
         AS IN THIS EXAMPLE:  [X]

THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN, THIS PROXY
     WILL BE VOTED "FOR" PROPOSAL NUMBER 1.

THE HOMESTAKE MINING COMPANY BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
FOLLOWING PROPOSAL:



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.
In the merger, each issued and outstanding share of Homestake common stock
will be converted into the right to receive 0.53 Barrick common shares.

         FOR      [ ]
         AGAINST  [ ]
         ABSTAIN  [ ]

HOMESTAKE MAY POSTPONE THE SPECIAL MEETING TO SOLICIT ADDITIONAL VOTING
INSTRUCTIONS IN THE EVENT THAT A QUORUM IS NOT PRESENT OR UNDER OTHER
CIRCUMSTANCES IF DEEMED ADVISABLE BY THE HOMESTAKE BOARD OF DIRECTORS.

                              MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [  ]

                              PLEASE MARK, DATE AND RETURN THIS PROXY PROMPTLY.

- ------------------------      Sign exactly as name appears on this proxy card.
                              If shares are held jointly, each holder should
- ------------------------      sign. Executors, administrators, trustees,
                              guardians, attorneys and agents should give their
- ------------------------      full titles. If stockholder is a corporation, sign
                              in full corporate name by an authorized officer.

Signature:_________________ Date:_______ Signature:_________________ Date:______



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>11
<FILENAME>a2054580zex-99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<Page>

                                                                    Exhibit 99.2

                                                                   COMPUTERSHARE

        [LOGO]                                            All correspondence to:
HOMESTAKE MINING COMPANY             Computershare Investor Services Pty Limited
                                                             GPO BOX 7045 Sydney
                                                  New South Wales 1115 Australia
                                                        Telephone 61 2 8234 5222
                                                        Facsimile 61 2 8234 5050
                                                           www.computershare.com

                                          SECURITY HOLDER REFERENCE NUMBER (SRN)
                                             HOLDER IDENTIFICATION NUMBER (HIN)

CDI VOTING INSTRUCTION FORM SPECIAL MEETING OF STOCKHOLDERS - 14 DECEMBER 2001.

YOUR VOTING INSTRUCTIONS ARE BEING SOUGHT SO THAT CHESS DEPOSITARY NOMINEES PTY
LTD MAY RESPOND TO A PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS OF
HOMESTAKE MINING COMPANY.

I/We being a holder of CHESS Depository Interests of Homestake Mining Company
hereby direct CHESS Depository Nominees Pty Ltd to vote the shares underlying
my/our holding on October 30, 2001 at the Special Meeting of Homestake Mining
Company to be held on December 14, 2001 in respect of the merger proposal
outlined below whereby each issued and outstanding share of Homestake common
stock will be converted into the right to receive 0.53 Barrick common shares as
follows:

The Homestake Mining Company board of directors recommends a vote FOR the matter
considered. CHESS Depositary Nominees Pty Ltd will vote as directed. If no
directions are given, they will vote FOR the matter considered.

MARK AN `X' IN THE APPROPRIATE BOX IF YOU WANT TO DIRECT CHESS DEPOSITORY
NOMINEES PTY LTD HOW TO VOTE.

                         FOR       AGAINST        ABSTAIN

                         |_|         |_|            |_|

PROPOSAL. 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. In the merger, each issued and outstanding share of Homestake common
stock will be converted into the right to receive 0.53 Barrick Common shares.

Homestake may postpone the Special meeting to solicit additional voting
instructions in the event that a Quorum is not present or under other
circumstances if deemed advisable by the Homestake Board of Directors.

THIS INSTRUCTION REVOKES ALL PRIOR INSTRUCTIONS GIVEN BY THE UNDERSIGNED. BY
EXECUTION OF THIS CDI VOTING INSTRUCTION FORM THE UNDERSIGNED HEREBY AUTHORISES
CHESS DEPOSITORY NOMINEES PTY LTD TO APPOINT SUCH PROXIES OR THEIR SUBSTITUTES
TO VOTE IN THEIR DISCRETION FOR THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF
MERGER IF THE UNDERSIGNED HAS NOT SPECIFIED HOW HIS/HER OR ITS HOMESTAKE CHESS
DEPOSITORY INTERESTS SHOULD BE VOTED ON SUCH MATTER.

SIGNATURE OF CHESS DEPOSITORY INTEREST HOLDER(S) (see reverse for instructions).

<Table>
<Caption>
<S>                          <C>                          <C>
INDIVIDUAL OR FIRST HOLDER   HOLDER 2                     HOLDER 3
- --------------------------   --------------------------   --------------------------

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

DIRECTOR                     DIRECTOR/COMPANY SECRETARY   SOLE DIRECTOR & SOLE COMPANY SECRETARY
- --------------------------   --------------------------   --------------------------

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

DATE                         CONTACT NAME                 TELEPHONE NUMBER
- --------------------------   --------------------------   --------------------------

- --------------------------   --------------------------   --------------------------
</Table>
<Page>

         INSTRUCTIONS FOR COMPLETION OF CDI VOTING INSTRUCTION FORM


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

         Each Homestake CHESS Depository Interest (CDI) is equivalent to one
         share of Company Common Stock, so each (CDI) that you own at October
         30, 2001 (record date) entitles you to one vote.

         YOU CAN VOTE BY COMPLETING, SIGNING AND RETURNING YOUR CDI VOTING
         INSTRUCTION FORM. The CDI Voting Instruction Form gives your voting
         instructions to CHESS Depository Nominees Pty Ltd, which will vote the
         underlying shares on your behalf. You need to return your completed CDI
         Voting Instruction Form so that it is received at the address shown on
         the Form by not later than 5:00pm, Sydney, Australia time on Thursday
         December 13, 2001. That will give CHESS Depository Nominees Pty Ltd
         enough time to tabulate all CHESS Depository Interest votes and to vote
         the underlying shares.

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

         SIGNATURE(S)OF CHESS DEPOSITORY INTEREST HOLDERS

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

         Each holder must sign this form. If your CDIs are held in joint names,
         all holders must sign in the boxes. If you are signing as an Attorney,
         then the Power of Attorney must have been noted by the Company
         Australian Registry or a certified copy of it must accompany this form.

         Only duly authorised officer/s can sign on behalf of a company. Please
         sign in the boxes provided which state the office held by the
         signatory, ie Director and Director, or Director and Company Secretary,
         or the Sole Director & Sole Company Secretary.

         If you require further information on how to complete the CDI Voting
         Instruction Form, telephone the Registry on 1300 855 080.

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

================================================================================

         LODGEMENT OF NOTICE

         CDI Voting Instruction Forms must be returned to Computershare Investor
         Services Pty Limited, Level 2, 60 Carrington Street, Sydney NSW 2000.


- --------------------------------------------------------------------------------
   FOR ASSISTANCE PLEASE CONTACT COMPUTERSHARE INVESTOR SERVICES PTY LIMITED
                                ON 1300 855 080.
- --------------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>12
<FILENAME>a2054580zex-99_3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
<Page>

                            HOMESTAKE MINING COMPANY
                        SPECIAL MEETING OF STOCKHOLDERS
                               DECEMBER 14, 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 December 14, 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 October 30, 2001 at the Homestake Mining Company special
    meeting (or any postponement or adjournment thereof) on the merger proposal
    described below whereby each issued and outstanding share of Homestake
    common stock will be converted into the right to receive 0.53 Barrick common
    shares.



/ /  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 October 30, 2001, at
    the Homestake Mining Company special meeting (or any postponement or
    adjournment thereof) on the merger proposal described below whereby each
    issued and outstanding share of Homestake common stock will be converted
    into the right to receive 0.53 Barrick common shares. (Persons holding
    proxies must attend the special meeting in order to vote).


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


                                 AFFIX LABEL OF
                                 INTERMEDIARY HERE
                     (IF YOU ARE NOT A REGISTERED SHAREHOLDER)


           ---------------------------------------------------------
<Page>

PLEASE MARK VOTE
AS IN THIS EXAMPLE: /X/


Business To be Conducted:


1.  To adopt the Agreement and Plan of Merger dated as of June 24, 2001, as
    amended, among Barrick Gold Corporation, Homestake Merger Co. and Homestake
    Mining Company. In the merger, each issued and outstanding share of
    Homestake common stock will be converted into the right to receive 0.53
    Barrick common shares.


           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 VOTING INSTRUCTION FORM, THE UNDERSIGNED AUTHORIZES THE TRUSTEE
TO VOTE IN ITS DISCRETION TO ADOPT THE AGREEMENT AND PLAN OF MERGER IF THE
UNDERSIGNED HAS NOT SPECIFIED HOW HIS, HER OR ITS SHARE SHOULD BE VOTED.



    HOMESTAKE MAY POSTPONE THE SPECIAL MEETING TO SOLICIT ADDITIONAL VOTING
INSTRUCTIONS IN THE EVENT THAT A QUORUM IS NOT PRESENT OR UNDER OTHER
CIRCUMSTANCES IF DEEMED ADVISABLE BY THE HOMESTAKE BOARD OF DIRECTORS.


                                                    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.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
