40-F 1 o30834e40vf.htm FORM 40-F

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F

o |  | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

þ |  | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For Fiscal year ended: December 31, 2005 |  | Commission File number: No. 1-9059

BARRICK GOLD CORPORATION
(Exact name of registrant as specified in its charter)

Ontario (Province or other jurisdiction of incorporation or organization) |  | 1041 (Primary standard industrial classification code number, if applicable) |  | Not Applicable (I.R.S. employer identification number, if applicable)

BCE Place
Canada Trust Tower
Suite 3700
161 Bay Street, P.O. Box 212
Toronto, Canada M5J 2S1
(800) 720-7415
(Address and telephone number of registrant’s principal executive office)
Barrick Goldstrike Mines Inc.
P.O. Box 29, Elko, Nevada 89803
(702) 738-8043
(Name, address and telephone number of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class: |  | Name of each exchange on which registered:
Common Shares |  | New York Stock Exchange

|  | Securities registered or to be registered pursuant to Section 12(g) of the Act: |  | None
|  | Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: |  | None

For annual reports, indicate by check mark the information filed with this form:

|  | þ |  | Annual Information Form |  | þ |  | Audited Annual Financial Statements |  |

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the
period covered by the annual report:
Common Shares 538,081,875
Indicate by check mark whether the registrant by filing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the registrant in connection with such rule.

|  | Yes o |  | No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) or 15(d) of the Exchange Act during the proceeding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements in the past 90 days.

|  | Yes þ |  | No o

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CONTROLS AND PROCEDURES
The disclosure provided under “Controls and Procedures” on pages 92 through 93 of Exhibit 1, Barrick’s Annual Information Form, is incorporated by reference herein.
AUDIT COMMITTEE
The disclosure provided under “Composition of the Audit Committee” on pages 90 through 91 of Exhibit 1, Barrick’s Annual Information Form, is incorporated by reference herein. Barrick has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.
CODE OF ETHICS
Barrick has adopted a code of ethics entitled, “Barrick Gold Corporation Code of Business Conduct and Ethics”. The Code of Business Conduct and Ethics applies to all directors, officers and employees of Barrick, including Barrick’s principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available at Barrick’s Internet website, www.barrick.com, in the Company — Corporate Governance section and is available in print to any shareholder upon written request to the Secretary of Barrick.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under “Principal Accountant Fees and Services” on pages 91 through 92 of Exhibit 1, Barrick’s Annual Information Form, is incorporated by reference herein.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The disclosure provided under “Audit Committee Pre-Approval Policies and Procedures” on page 91 of Exhibit 1, Barrick’s Annual Information Form, is incorporated by reference herein. No audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
The disclosure provided under “Off-Balance Sheet Arrangements” on pages 61 through to 64 of Exhibit 3, Management’s Discussion and Analysis of Financial and Operating Results, is incorporated by reference herein.
CONTRACTUAL OBLIGATIONS
The disclosure provided under “Contractual Obligations and Commitments” on pages 59 through to 60 of Exhibit 3, Management’s Discussion and Analysis of Financial and Operating Results, is incorporated by reference herein.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. |  | Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B. |  | Consent to Service of Process

The Registrant has previously filed with the Commission a Form F-X in connection with the Common Shares.

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INCORPORATION BY REFERENCE
The Registrant’s annual report on Form 40-F is incorporated by reference in the Registrant’s registration statements on Form F-3 (No. 333-14148) and Form F-9 (Nos. 333-120133 and 333-106592) and in the registration statements on Form F-9 of Barrick Gold Finance Company (No. 333-120133-01) and Barrick Gold Inc. (Nos. 333-120133-02 and 333-106592-01).

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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

|  | BARRICK GOLD CORPORATION |  |
|  | By: |  |  |  | /s/ Sybil E. Veenman |  |
|  |  |  | Name: |  | Sybil E. Veenman |  |
|  |  |  | Title: |  | Vice President, Assistant General |  |
|  |  |  |  |  | Counsel and Secretary |  |
|  | Dated: March 31, 2006 |  |

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EXHIBIT INDEX

Exhibits |  | Description
1 |  | Annual Information Form dated as of March 30, 2006
2 |  | Barrick Gold Corporation’s Comparative Audited Consolidated Financial Statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”), including the Notes thereto, as at December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003, together with the Auditor’s report thereon
3 |  | Barrick Gold Corporation’s Management’s Discussion and Analysis (US GAAP) for the year ended December 31, 2005
4 |  | Management Information Circular and Proxy Statement dated as of March 24, 2006 other than the sections entitled “Report on Executive Compensation” and “Performance Graph” (incorporated by reference to Exhibit 2 of Barrick Gold Corporation’s Form 6-K (Commission file No. 1-9059), excluding such sections, furnished to the Commission on March 31, 2006)
5 |  | Consent of PricewaterhouseCoopers LLP
6 |  | Certification of Gregory C. Wilkins required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 2002
7 |  | Certification of Jamie C. Sokalsky required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 2002
8 |  | Certification of Gregory C. Wilkins pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
9 |  | Certification of Jamie C. Sokalsky pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002