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                                  FORM 51-102F3

                             MATERIAL CHANGE REPORT

                    SECTION 7.1 OF NATIONAL INSTRUMENT 51-102
                        CONTINUOUS DISCLOSURE OBLIGATIONS



ITEM 1:  REPORTING ISSUER

         Barrick Gold Corporation
         BCE Place
         Canada Trust Tower
         161 Bay Street, Suite 3700
         P.O. Box 212
         Toronto, ON  M5J 2S1


ITEM 2:  DATE OF MATERIAL CHANGE

         October 31, 2005


ITEM 3:  PRESS RELEASE

         A press release was issued by Barrick Gold Corporation ("Barrick") on
October 31, 2005.


ITEM 4:  SUMMARY OF MATERIAL CHANGE

         Barrick announced that it will make an offer to acquire all the
outstanding shares of Placer Dome Inc. ("Placer Dome"). Barrick also announced
that Barrick and Goldcorp Inc. ("Goldcorp") entered into an agreement under
which Goldcorp will acquire certain of Placer Dome's subsidiaries and an
interest in a development project for which Goldcorp will pay Barrick
approximately US$1.35 billion in cash.

ITEM 5:  FULL DESCRIPTION OF MATERIAL CHANGE

         Please see press release attached hereto.

ITEM 6:  RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

         Not applicable.


ITEM 7:  OMITTED INFORMATION

         Not applicable.

<PAGE>


                                     - 2 -


ITEM 8:  SENIOR OFFICER

         The following senior officer of Barrick is knowledgeable about the
material change and this report:

         Sybil E. Veenman
         Vice-President, Assistant General Counsel & Secretary
         (416) 861-9911

ITEM 9:  STATEMENT OF SENIOR OFFICER

         The foregoing accurately discloses the material change referred to
herein.

         DATED at Toronto, Ontario this 9th day of November, 2005.


                                        by (signed) Sybil E. Veenman
                                           -------------------------------------
                                           Sybil E. Veenman
                                           Vice-President, Assistant General
                                           Counsel & Secretary
<PAGE>


   (BARRICK LOGO -- DELIVERING VALUE... from Assets, People & Projects -- news)



PRESS RELEASE -- October 31, 2005
All currency figures in US dollars

Barrick Announces Offer for Placer Dome at Value of US$9.2 Billion

Separate Agreement provides for the sale to Goldcorp of certain Placer Dome
assets and interest in a development project for approximately US$1.35 billion
in cash


HIGHLIGHTS

o    Combined company to have a solid foundation of operating assets and
     financial resources, and an unrivalled pipeline of development projects.

o    Placer Dome shareholders to receive US$20.50 per share: approximately 87%
     in Barrick shares and 13% in cash.

o    Offer represents a premium of 27% based on the average closing price of the
     last ten days.

o    Approximately US$240 million in annual synergies have been estimated to
     date as a result of the proposed transaction and the Barrick/Goldcorp
     Agreement.

o    Transaction is expected to be accretive to Barrick's Net Asset Value,
     earnings and cash flow.

Barrick Gold Corporation (ABX:TSX; NYSE) announced today that it will make an
offer to acquire all the outstanding shares of Placer Dome Inc. to further
strengthen its competitive position within the gold mining industry in a
transaction valued at about $9.2 billion (or $9.5 billion on a fully diluted
basis). The cash and share offer represents a premium of 24% over Placer Dome's
NYSE closing price on October 28, 2005, and 27% over the average closing price
of Placer Dome's shares over the last 10 days.

"I am very excited about the value that Barrick can deliver for Placer Dome and
Barrick shareholders by combining our assets, people and projects," said Greg
Wilkins, Barrick President and Chief Executive Officer. "We will have a solid
foundation of operating assets and financial resources, and an unrivalled
pipeline of development projects and exploration properties to expand our
business internationally. And this pipeline of projects will benefit from
Barrick's proven track record in developing new mines."


BARRICK GOLD CORPORATION                1                         PRESS RELEASE


<PAGE>

In the offer, Placer Dome's common shareholders will have the right to elect to
receive $20.50 in cash or 0.7518 of a Barrick Common Share plus $0.05 in cash
for each Placer Dome Common Share, subject to pro ration based upon the maximum
amount of cash and Barrick Common Shares offered. The maximum amount of cash to
be paid by Barrick will be approximately $1.224 billion, and the maximum number
of Barrick Common Shares to be issued will be approximately 303 million, taking
into account the conversion of Placer Dome's outstanding convertible debt
securities and outstanding share options. Assuming full pro ration of these
maximum amounts, this would result in $2.65 in cash and 0.6562 of a Barrick
Common Share for each Placer Dome Common Share subject to the offer.

Barrick and Goldcorp Inc. have entered into an agreement under which Goldcorp
will acquire certain of Placer Dome's subsidiaries and an interest in a
development project for which Goldcorp will pay Barrick approximately $1.35
billion in cash.

Many Barrick, Placer Dome and Goldcorp operating mines, development projects and
exploration properties are in close proximity. The key operational synergies
between Barrick and Placer Dome are international in scope: Nevada, Chile,
Australia and Tanzania. For Goldcorp, the complementary assets are primarily in
Ontario. As a result, total synergies from Barrick's acquisition of Placer Dome
and the Barrick/Goldcorp agreement are estimated to be $240 million per year.
Barrick currently expects to capture synergies of approximately $200 million a
year, due to cost savings in operating and capital efficiencies, general
administrative expenses, exploration, tax efficiencies, debt optimization and
procurement practices.

This transaction is expected to be accretive to Barrick's Net Asset Value,
earnings and cash flow.

The pro forma combined Company, excluding assets to be acquired by Goldcorp,
will have:

o    149.8 million in proven and probable gold reserves and 63.3 million ounces
     in resources(1) based on 2004 year-end figures and Placer Dome's
     publicly-announced adjustments in 2005;

o    Proven and probable copper reserves of 6,542 million pounds as at December
     31, 2004;

o    Estimated production of between 8.3 and 8.4 million ounces of gold and
     about 370 million pounds of copper for 2005 from a portfolio of quality
     operations in key gold-producing districts;

o    Estimated total cash costs per ounce of gold in the range of $245-250 for
     2005;

o    Proven cost-containment strategies to mitigate industry-wide cost
     pressures;

o    Opportunities to grow, with an unrivalled pipeline of nine projects on four
     continents and extensive land positions for exploration in 16 countries --
     reflecting a balanced geopolitical risk profile;

o    Cash position (assuming cash proceeds from the exercise of stock options)
     of $2.4 billion as at September 30, 2005, and EBITDA of approximately $1
     billion for the twelve months ended September 30, 2005;

o    The ability to finance a combined project pipeline without equity dilution;
     and

o    A performance-driven management team with demonstrated expertise in
     developing, financing and operating large scale mines worldwide.


BARRICK GOLD CORPORATION                  2                       PRESS RELEASE

<PAGE>





"There is a natural fit between key Placer Dome assets and our own," said Mr.
Wilkins. "We have an established track record of integrating quality assets,
aggressively developing projects and tapping the skills of talented employees
such as Placer Dome's. We can combine all of these strengths and deliver value
for all concerned."

Upon Barrick's acquisition of 100% of Placer Dome, Goldcorp has agreed to
acquire Placer Dome's interests(2) in the Campbell, Porcupine, and Musselwhite
gold mines in Ontario and the La Coipa silver mine in Chile, as well as Placer
Dome's Canadian exploration and reclamation properties. Goldcorp also has agreed
to acquire a 40% interest in the Pueblo Viejo development project in the
Dominican Republic. The total purchase price for these interests will be
approximately $1.35 billion payable in cash on closing, subject to specified
purchase price adjustments.

Goldcorp's Chief Executive Officer, Ian Telfer, said: "We believe that our
partnership with Barrick adds a unique element to Barrick's offer for Placer
Dome. Together, we have been able to create further value by bringing additional
synergies to the proposed transaction, and we at Goldcorp will have acquired
additional quality operating assets and gained the gold industry's premier mine
builder as a joint venture partner in a significant development project."

Barrick's CEO Greg Wilkins added: "We believe that our offer represents a
compelling opportunity for Placer Dome's shareholders. It is also an exciting
opportunity for Placer Dome employees, whose dedication and skills we value
highly. We look forward to working with them in realizing the potential growth
of the combined Company."

After the completion of the acquisition, Barrick will remain headquartered in
Toronto, Canada, and will consolidate an exploration/technical services office
in Vancouver, building on Placer Dome's existing technical services group.
Barrick will adapt its regional business unit structure to its new geographic
profile by reconfiguring some units and increasing their total number to five:
North America, South America, Australia/Asia, Africa, and Russia/Central Asia.

Full details of the offer will be included in the formal offer and take-over bid
circular to be mailed to Placer Dome shareholders. Barrick will formally request
a list of Placer Dome's shareholders today and expects to mail the take-over bid
documents to Placer Dome shareholders as soon as possible following receipt of
the shareholders list. The offer will be open for acceptance for 35 days
following the date of the mailing. The offer will be subject to certain
conditions of completion, including receipt of all necessary regulatory
clearances, absence of material adverse changes and acceptance of the offer by
Placer Dome shareholders owning not less than two-thirds of the Placer Dome
common shares on a fully-diluted basis. Once the two-thirds percentage
acceptance level is met, Barrick intends, but is not required, to take steps to
acquire all outstanding Placer Dome common shares.

Barrick's financial advisors are RBC Capital Markets and Merrill Lynch; its
legal advisors are Davies Ward Phillips & Vineberg LLP in Canada and Cravath,
Swaine & Moore LLP in the US.


BARRICK GOLD CORPORATION                  3                       PRESS RELEASE
<PAGE>

ABOUT BARRICK
Barrick has been bringing a new generation of mines into production around the
globe and has the lowest total cash costs among major gold producers. Its Vision
is to be the world's best gold company by finding, developing and producing
quality reserves in a profitable and socially responsible manner.

Barrick's shares are traded on the Toronto, New York, London, Euronext-Paris and
Swiss stock exchanges.


CONFERENCE CALL AND WEBCAST

The investment community is invited to participate in the Barrick's conference
call and webcast as follows:

Monday, October 31, 2005 at 9:00 am (EST)

Toll Free:  800-215-1640
International:  415-904-7360

The live webcast can be accessed by visiting www.barrick.com and clicking on the
event title under "Latest Presentations".

The Conference Call will be available for replay until November 7th by calling
800-558-5253 for North American callers and 416-626-4100 for International
callers, Reservation #21267932.

The archival webcast of the presentation can be accessed via the Internet by
visiting www.barrick.com and clicking on the link titled "Barrick Announces
Offer for Placer Dome".


MEDIA CONFERENCE

A media conference with Greg Wilkins, Barrick's President and Chief Executive
Officer, will be held as follows:

Monday, October 31, 2005 at 11:00 am (EST) at BCE Place, Canada Trust Tower,
161 Bay Street, Suite 3700, Toronto

Authorized media representatives who are unable to attend the conference in
person may participate by dialing:

Toll Free:  800-633-8547
International:  416-641-6668

(1) Includes Cerro Casale which Placer Dome has entered into an agreement in
principle to sell its interest to Arizona Star and Bema Gold.
(2) In the event that Barrick and Goldcorp are unable to complete any part of
the proposed transaction as a result of any legal or contractual impediment
associated with a particular asset, the parties have agreed to make certain
adjustments to the purchase price to reflect that fact.


BARRICK GOLD CORPORATION                  4                       PRESS RELEASE

<PAGE>

This press release does not constitute an offer to buy or an invitation to sell,
or the solicitation of an offer to buy or invitation to sell, any of the
securities of Barrick or Placer Dome. Such an offer may only be made pursuant to
an offer and take-over bid circular filed with the securities regulatory
authorities in Canada.

Barrick plans to file with the U.S. Securities and Exchange Commission a
Registration Statement on Form F-8, which will include the offer and take-over
bid circular. Investors and security holders are urged to read the offer and
take-over bid circular, regarding the proposed business combination transaction
referred to in the foregoing information, when these documents become available,
because they will contain important information. Investors may obtain a free
copy of the offer and take-over bid circular when they become available and
other documents filed by Barrick with the SEC at the SEC's website at
www.sec.gov. The prospectus and these other documents may also be obtained for
free, once they have been mailed, on Barrick's website or by directing a request
to Barrick's media or investor relations department.


FORWARD-LOOKING STATEMENTS

Certain information included in this press release, including any information as
to our future financial or operating performance and other statements that
express management's expectations or estimates of future performance, constitute
"forward-looking statements." The words "expect", "will", "intend", "estimate"
and similar expressions identify forward-looking statements. Forward-looking
statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties and contingencies.
The Company cautions the reader that such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
actual financial results, performance or achievements of Barrick to be
materially different from the Company's estimated future results, performance or
achievements expressed or implied by those forward-looking statements and the
forward-looking statements are not guarantees of future performance. These
risks, uncertainties and other factors include, but are not limited to: changes
in the worldwide price of gold or certain other commodities (such as fuel and
electricity) and currencies; ability to successfully integrate acquired assets;
legislative, political or economic developments in the jurisdictions in which
the Company carries on business; operating or technical difficulties in
connection with mining or development activities; the speculative nature of gold
exploration and development, including the risks of diminishing quantities or
grades of reserves; and the risks involved in the exploration, development and
mining business. These factors are discussed in greater detail in the Company's
most recent Form 40-F/Annual Information Form on file with the US Securities and
Exchange Commission and Canadian provincial securities regulatory authorities.

The Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.


FOR FURTHER INFORMATION:

<TABLE>
<S>                           <C>                              <C>
INVESTOR CONTACTS:                                             MEDIA CONTACT:
James Mavor                   Mary Ellen                       Thorburn Vincent Borg
Vice President,               Director,                        Vice President,
Investor Relations            Investor Relations               Corporate Communications
Tel: (416) 307-7463           Tel: (416) 307-7363              Tel: (416) 307-7477
Email: jmavor@barrick.com     Email: mthorburn@barrick.com     Email: vborg@barrick.com
</TABLE>


BARRICK GOLD CORPORATION                  5                       PRESS RELEASE






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