Table of Contents

1	INTRODUCTION (ITEM 4)				1-1
	1.1	Terms of Reference and Purpose of the Report			1-1
	1.2	Basis of the Technical Report on Royalty Interests			1-1
	1.3	Effective Date			1-2
	1.4	Qualifications of Consultants (SRK)			1-2
2	RELIANCE ON OTHER EXPERTS (ITEM 5)				2-1
	2.1	Cautionary Statement for the Royalty Report			2-1
	2.2	Limitations and Reliance on Information			2-1
3	PROPERTY DESCRIPTION AND LOCATION (ITEM 6)				3-1
	3.1	Property Location			3-1
	3.2	Mineral Titles			3-1
	3.3	Location of Mineralization			3-1
	3.4	Royalties, Agreements and Encumbrances			3-2
		3.4.1		Franco-Nevada Royalty Interest	3-2
		3.4.2		Royal Gold, Inc. Royalty Interest	3-2
	3.5	Environmental Liabilities and Permitting			3-2
		3.5.1		Environmental Compliance	3-3
		3.5.2		Environmental Permitting	3-3
4	ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY (ITEM 7)				4-1
	4.1	Topography, Elevation and Vegetation			4-1
	4.2	Climate and Length of Operating Season			4-1
	4.3	Access to Property			4-1
	4.4	Surface Rights			4-1
	4.5	Local Resources and Infrastructure			4-2
5	HISTORY (ITEM 8)				5-1
	5.1	Historic Mineral Resources and Reserve Estimates			5-1
	5.2	Historic Production			5-4
6	GEOLOGICAL SETTING (ITEM 9)				6-1
	6.1	Regional and Local Geology			6-1
		6.1.1	Structure		6-1
		6.1.2	Alteration		6-1
	6.2	Regional Tectonic Development			6-2
	6.3	Project Geology			6-3
7	DEPOSIT TYPE (ITEM 10)				7-1
	7.1	General			7-1
	7.2	Geological Model			7-1
8	MINERALIZATION (ITEM 11)				8-1
	8.1	Goldstrike Open Pit Mine			8-1
	8.2	Goldstrike Underground Mine			8-1
	8.3	Variations			8-1
9	EXPLORATION (ITEM 12)				9-1

10	DRILLING (ITEM 13)			10-1
	10.1	Type and Extent of Drilling		10-1
		10.1.1	Goldstrike Open Pit Mine	10-1
		10.1.2	Goldstrike Underground Mine	10-1
11	SAMPLING METHOD AND APPROACH (ITEM 14)			11-1
	11.1	Goldstrike Open Pit Mine		11-1
	11.2	Goldstrike Underground Mine		11-1
12	SAMPLE PREPARATION, ANALYSES AND SECURITY (ITEM 15)			12-1
13	DATA VERIFICATION (ITEM 16)			13-1
14	ADJACENT PROPERTIES (ITEM 17)			14-1
15	MINERAL PROCESSING AND METALLURGICAL TESTING (ITEM 18)			15-1
16	MINERAL RESOURCES AND MINERAL RESERVE ESTIMATES (ITEM 19)			16-1
	16.1	Resource Estimation		16-1
	16.2	Reserve Estimation		16-2
17	OTHER RELEVANT DATA AND INFORMATION (ITEM 20)			17-1
18	ADDITIONAL REQUIREMENTS FOR PRODUCTION PROPERTIES (ITEM 25)			18-1
	18.1	Mining Method		18-1
		18.1.1	Goldstrike Open Pit Mine	18-1
		18.1.2	Goldstrike Underground Mine	18-1
	18.2	Mining Operations		18-1
		18.2.1	Goldstrike Open Pit and Underground Mine Production	18-1
		18.2.2	Additional Mining Operation Information	18-2
	18.3	Markets		18-2
	18.4	Contracts		18-2
	18.5	Environmental Considerations and Permitting		18-2
	18.6	Taxes and Royalties		18-3
		18.6.1	Taxes	18 3
		18.6.2	Royalties	18-3
	18.7	Operating and Capital Costs		18-3
19	INTERPRETATION AND CONCLUSIONS (ITEM 21)			19-1
20	RECOMMENDATIONS (ITEM 22)			20-1
21	REFERENCES (ITEM 23)			21-1
22	GLOSSARY			22-1
	22.1	Mineral Resources and Reserves		22-1
		22.1.1	Mineral Resources	22-1
		22.1.2	Mineral Reserves	22-1
	22.2	Glossary		22-3

List of Tables

Table 3.5.2.1: Agency Permits and Authorizations*	3-4
Table 5.1.1: Goldstrike Open Pit Mine Historic Measured Mineral Resources*	5-1
Table 5.1.2: Goldstrike Open Pit Mine Historic Indicated Mineral Resources*	5-2
Table 5.1.3: Goldstrike Underground Mine Historic Measured Mineral Resources*	5-2
Table 5.1.4: Goldstrike Underground Mine Historic Indicated Mineral Resources*	5-2
Table 5.1.5: Goldstrike Open Pit Historic Proven and Probable Mineral Reserves	5-3
Table 5.1.6: Goldstrike Meikle Historic Proven and Probable Mineral Reserves	5-3
Table 5.1.7: Goldstrike Rodeo Projects Historic Proven and Probable Mineral Reserves	5-3
Table 5.1.8: Goldstrike Underground Historic Proven and Probable Mineral Reserves	5-3
Table 5.2.1: Historic Production for the Goldstrike Open Pit	5-4
Table 5.2.2: Historic Production for the Goldstrike Underground Mine	5-4
Table 5.2.3: Historic Production for the Goldstrike Properties (YE 2008)	5-4
Table 16.1.1: Goldstrike Open Pit and Underground Mine Mineral Resources (as at December 31, 2009)1	16-2
Table 16.2.1: Goldstrike Mineral Reserves (as at December 31, 2009)	16-2
Table 18.2.1.1: Goldstrike Open Pit and Underground Mine Production Summary (YE 2009)	18-1
Table 18.7.1: Goldstrike Operating and Capital Costs (YE 2009)	18-3
Table 22.2.1: Glossary	22-3
Table 22.2.2: Abbreviations	22-4

List of Figures

Figure 3-1: Goldstrike Properties Area Location Map	3-5
Figure 3-2: Goldstrike Properties Mineralization Location	3-1
Figure 3-3: Franco-Nevada Goldstrike Royalties	3-2
Figure 4-1: Goldstrike Properties General Arrangement	4-3
Figure 6-1: Simplified Geologic Map of the Carlin Trend	6-4
Figure 6-2: Gold Deposits, Northern Carlin Trend	6-5
Figure 6-3: Goldstrike Orebodies, Structure and Stratigraphy	6-6
Figure 8-1: Spectrum Diagram for Various Carlin Trend Gold Deposits	8-2

iii

Summary (Item 3)

SRK Consulting (U.S.), Inc. (SRK), was commissioned by Franco-Nevada Corporation (Franco-Nevada) on February 1, 2010 to prepare a Canadian Securities Administrators (CSA) National Instrument 43-101 (NI 43-101) compliant Technical Report on its net smelter return (NSR) and net profit interest (NPI) royalties on gold produced at the Goldstrike Properties (Goldstrike Properties or the Project) owned by Barrick Gold Corporation (Barrick) located near Elko, Nevada.

This report has been prepared for Franco-Nevada, who holds a royalty interest (not direct ownership) on the Project. Mining companies are not (typically) required and, as a matter of practice, do not normally disclose detailed information to companies which hold a royalty interest in their operations unless legally mandated to do so. The royalty holder therefore is limited in the amount of information and details it can disclose to that which is available in the public domain. This Technical Report, therefore, relies primarily upon general information available in the public domain including: Barrick Annual Reports, Barrick Annual Information Forms, Barrick Audited Financial Statements, information available on the Barrick website and information available on other websites.

The information contained in this report is effective as of March 23, 2010.

Property Description and Location

The Project comprises the Betze-Post open pit mine (the Goldstrike Open Pit Mine), the Meikle and Rodeo underground mines, which share the Goldstrike processing facilities with the Betze-Post underground mine (the Goldstrike Underground Mine). The Project is located on the Carlin Trend, in north-central Nevada in Elko and Eureka Counties, approximately 40km north of the town of Carlin, at 40º 58’ 18” N, 116º 21’ 52” W.

Franco-Nevada Royalty Interest

As further described below Franco-Nevada holds royalty interests (the Goldstrike Royalties) in the Goldstrike complex that is comprised of the Betze-Post and the Meikle and Rodeo mines (collectively, the Goldstrike Properties). Barrick is the operator of the Goldstrike complex.

The Goldstrike Royalties within the Goldstrike complex are made up of the following multiple claims groups:

· 4% NSR and 5% NPI that cover the Post and Goldstrike claims (collectively known as the Post and Goldstrike Royalty), which cover the central and southern portions of the Goldstrike Open Pit Mine. These royalties apply to a total of 30 claims (466 acres);

· 4% NSR and 5% NPI over 805 acres covering the Extension and Gold Bug claims (collectively known as the Extension-Gold Bug Royalty) which cover the Goldstrike Underground Mine. The Goldstrike Underground Mine is located just north of the Goldstrike Open Pit Mine, along the same mineralized trend as the surface deposits. The Goldstrike Underground Mine includes the Meikle deposit, a high-grade ore body that was discovered in 1989 and began production in 1996 and the Rodeo deposit, a second ore body that began production in 2002;

· 2% NSR over the Bazza claims and a 2% NSR and 2.4% NPI over the Bazza Strip area (collectively the Bazza Royalty), which cover a western portion of the Goldstrike Open Pit Mine;

· 6% NPI over the SJ claims and SPLC lease area (collectively known as the SJ and SPLC Royalty), which cover the northwestern and southwestern portions of the Goldstrike Open Pit Mine; and

· 2%-4% NSR royalties on the peripheral Corbett, Pandora, Royal, Weimer claim groups and Rodeo Creek fee lands.

According to information publicly reported by Barrick, total production from the Goldstrike complex was 1,355koz of gold in 2009, the latest period for which information on production for the Goldstrike complex is available.

For Post-Goldstrike & Extension-Gold Bug, affected claims and acreage are revised to correct prior transfers and claim overlaps onto fee lands.

The royalties cover a substantial portion, but not all, of the production by Barrick from the Goldstrike complex.

Ownership

The following paragraph is excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

As of December 31, 2008, the Goldstrike property comprised approximately 4,197ha of surface rights ownership/control (3,420ha private and 778ha public), and approximately 3,535ha of mineral rights ownership/control (2,741ha private and 794ha public). These rights are owned or controlled through various forms of patents issued by the United States of America and by ownership of unpatented mining and millsite claims that are held subject to the paramount title of the United States of America. Patenting is the process that transfers fee simple title from the federal government to the applicant. The Goldstrike property includes a total of 298 unpatented mining and millsite claims to control the public acreage. The Goldstrike Open Pit and Goldstrike Underground Mine and the majority of the beneficiation and processing facilities at the Goldstrike property are situated on land owned by Barrick.

Geology and Mineralization

The following section is excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

The property is located on the Carlin trend, one of North America’s most prolific gold producing areas. The area of the Goldstrike property consists of folded and faulted Paleozoic sedimentary rocks, which were intruded by the diorite to granodiorite Goldstrike stock of the Jurassic Age. Mesozoic folding and thrust faults form important structural traps for the mineralization in the Betze-Post pit. Tertiary faulting developed ranges and basins, which were subsequently filled with volcanic and sedimentary rocks during the Tertiary time. The gold mineralization occurred at the onset of Tertiary volcanism, approximately 39 million years ago.

The major gold deposits — Post Oxide, Betze, Rodeo and Meikle — are all hosted in sedimentary rocks of the Silurian to Devonian ages. The Post Oxide orebody occurs in the siliceous siltstones, mudstones, argillites and minor limestones of the Rodeo Creek Formation. Betze and

Rodeo are found in the silty limestones and debris flows of the Popovich Formation. The Meikle deposit occurs in hydrothermal and solution collapse breccias in the Bootstrap Limestone of the Roberts Mountains Formation. The gold at Goldstrike was carried into the various orebodies by hot hydrothermal fluids, and deposited with very fine pyrite and silica. Over time, the pyrite oxidized, freeing the gold and making its extraction relatively easy, as in the Post Oxide deposit. In the deeper deposits — Betze, Rodeo and Meikle — the gold is still locked up with the iron sulfide and an additional processing step (autoclaving or roasting) is required to free the gold.

Exploration

The following section is excerpted from Barrick.com (2007). Changes to standardizations have been made to suit the format of this report.

After 20 years of operation, Barrick continues to aggressively explore for new reserves and resources at its flagship Goldstrike property on the Carlin Trend in Nevada. In 2006 at the North Post underground target a Phase 1 reserve development drilling was completed. Results show an increase in size and continuity for the lower southern zone, and confirmed the thin discontinuous nature of the upper zone. Additional drillholes were added to the southern lower zone, and less drilling than initially planned was completed in the upper zone.

At the newly recognized Deep North Post target, mineralization has been established with underground holes on approximately 200ft centers for a strike length in excess of 800ft and surface drilling has established a vertical extent of mineralization of 300ft including 75ft of high-grade mineralization. Two underground and one surface hole were in progress at the end of the year. Underground and surface drilling at Deep North Post continued with the goal of delineating the resource. An alternate plan of driving a drill drift from Rodeo to improve access to Deep North Post is being considered.

In 2006, the exploration and development drilling program focused on the North Post underground reserve delineation and Deep North Post resource delineation projects with positive results. One target at the northeast corner of the property was tested with negative results and the Banshee reserve delineation project was started at the end of the year. A total of 14,452m of underground and surface drilling were completed in 2006 (Barrick AIF, March 30, 2007).

The following section is excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

In 2008, the exploration and development drilling program focused on the Banshee underground reserve delineation with positive results. A total of 16,845m of underground and surface drilling were completed in 2008.

In 2009, the exploration group expects to focus on the underground Deep North Post reserve delineation and drill testing for extensions and new zones at Banshee. New drill targets are expected to be generated by continued relogging and remodeling of the geology across the property.

III

1 Introduction (Item 4)

1.1 Terms of Reference and Purpose of the Report

This report has been prepared for Franco-Nevada in connection with its royalty interests (not direct ownership) in the Project. Mining companies are not (typically) required and, as a matter of practice, do not normally disclose detailed information to companies which hold a royalty interest in their operations unless legally mandated to do so. The royalty holder therefore, is limited in the amount of information and details it can disclose to that which is available in the public domain. This Technical Report, therefore, relies primarily upon general information available in the public domain including: Barrick Annual Reports, Barrick Annual Information Forms, Barrick Audited Financial Statements, information available on the Barrick website and information available on other websites.

1.2 Basis of the Technical Report on Royalty Interests

This Technical Report relies primarily upon general information available in the public domain. Studies and additional references for this Technical Report are listed in Section 21. SRK has reviewed the available project data and incorporated the results thereof, with appropriate comments and adjustments as needed, in the preparation of this Technical Report.

SRK did not conduct a site visit nor did it review the following items as prescribed by NI 43-101 because the royalty holder does not have access to this data:

· Geological investigations, reconciliation studies, independent check assaying and independent audits;

· Estimates and classification of Mineral Resources and Mineral Reserves, including the methodologies applied by the mining company in determining such estimates and classifications, such as check calculations; or

· LoM Plan and supporting documentation and the associated technical-economic parameters, including assumptions regarding future operating costs, capital expenditures and saleable metal for the mining asset.

Also, SRK did not independently sample and assay portions of the deposit because it was not permitted to access the relevant material and data.

Pursuant to Part 9.2(1) of NI 43-101, SRK is not required to perform an onsite visit of the Project site, nor is it required to complete those items under Form 43-101F1 that require data verification, inspection of documents, or personal inspection of the property. The royalty holder is relying on the exemption available under Part 9 of NI 43-101, as it has requested but was denied access to the necessary data from Barrick and is not able to obtain the necessary information from the public domain. SRK notes that some of the information residing in the

1-1

2 Reliance on Other Experts (Item 5)

2.1 Cautionary Statement for the Royalty Report

NI 43-101 contains certain requirements relating to disclosure of technical information in respect of mineral projects. The information contained herein with respect to the Project is primarily extracted from general information available in the public domain including; Barrick Annual Reports, Barrick Annual Information Forms, Barrick Audited Financial Statements, information available on the Barrick website and information available on other websites. SRK did not conduct a site visit, did not independently sample and assay portions of the deposit and did not review the following items prescribed by NI 43-101: (i) geological investigations, reconciliation studies, independent check assaying and independent audits; (ii) estimates and classification of mineral resources and mineral reserves, including the methodologies applied by the mining company in determining such estimates and classifications, such as check calculations; or (iii) LoM plan and supporting documentation and the associated technical-economic parameters, including assumptions regarding future operating costs, capital expenditures and saleable metal for the mining asset.

2.2 Limitations and Reliance on Information

SRK’s opinions contained herein is based on information available in the public domain, referred to in Section 21 and provided by Franco-Nevada throughout the course of SRK’s investigations as described in Section 1.2.

The royalty holder is not entitled to detailed or confidential information regarding the Project. Due to the royalty holder’s lack of legal rights to obtain this data, SRK was unable to conduct detailed, thorough and independent assessments. Therefore, the data available for the preparation of this report was significantly limited, especially in consideration of the requisite reporting requirements of NI 43-101.

This report includes technical information, which requires subsequent calculations to derive subtotals, totals and weighted averages. Such calculations inherently involve a degree of rounding and consequently introduce a margin of error. Where these occur, SRK does not consider them to be material to the findings and use of this Technical Report.

The achievability of LoM plans, budgets and forecasts are inherently uncertain. Consequently, actual results may be significantly more or less favorable.

SRK was unable to conduct an in-depth review of mineral title and ownership; consequently, no opinion will be expressed by SRK on this subject.

Barrick has not reviewed this report and takes no responsibility nor assumes any liability for the statements in this report. No express or implied representation or warranty has been made by Barrick that the contents of this report are verified, accurate, suitably qualified, reasonable or free from errors, omissions or other defects.

2-1

3 Property Description and Location (Item 6)

3.1 Property Location

3.2 Mineral Titles

The following paragraph is excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

The State of Nevada Commission on Mineral Resources Division of Minerals (NDOM) requires that an annual filing must be made for each lode claim, mill or tunnel site with the County Recorder on or before November 1 of each year. Fees associated with the filing vary from $10.50 to $12.50 per claim or site plus $4.00 per document, of that $8.50 is directed to the Division of Minerals.

Additionally, according to Assembly Bill No. 6-Committee of the Whole, an amendment was made to impose an additional fee of $195/claim if over 1,300 claims are held for years 2010 and 2011. The additional fee is to be paid by way of one of the following three options; at the time of filing, one-half at the time of the filing and the remainder no later than June 1 of the calendar year immediately following the filing or paid in full no later than June 1 of the calendar year immediately following the filing date.

According to the U.S. Bureau of Land Management (BLM), unpatented lode and mill site claims must be recorded in both the appropriate county Recorder’s Office and proper BLM Nevada State Office. New claims must be filed within 90 days of locating the claim on the ground. The nonrefundable fees involved with the $189 per claim/site fee are; a processing fee of $15, a location fee of $34, and a maintenance fee of $140. In order to maintain existing claims a nonrefundable fee of $140 must be submitted on or before September 1 of each year.

3.3 Location of Mineralization

The location of mineralization relative to the property boundaries is presented in Figure 3-2.

SRK is unable to confirm how the property boundaries were located, as prescribed by NI 43-101 because the royalty holder does not have access to the specific property data.

3-1

3.4 Royalties, Agreements and Encumbrances

3.4.1 Franco-Nevada Royalty Interest

As further described below, Franco-Nevada holds royalty interests (the Goldstrike Royalties) in the Goldstrike complex that comprises the Goldstrike Properties. Barrick is the operator of the Goldstrike complex.

The Goldstrike Royalties within the Goldstrike complex are made up of the following multiple claims groups, as shown in Figure 3-3:

· 2% NSR over the Bazza claims and a 2% NSR and 2.4% NPI over the Bazza Strip area (collectively the Bazza Royalty), which cover a western portion of the Goldstrike Open Pit Mine;

· 6% NPI over the SJ claims and SPLC lease area (collectively known as the SJ and SPLC Royalty), which cover the northwestern and southwestern portions of the Goldstrike Open Pit Mine; and

· 2%-4% NSR royalties on the peripheral Corbett, Pandora, Royal, Weimer claim groups and Rodeo Creek fee lands.

According to information publicly reported by Barrick, total production from the Goldstrike complex was 1,355 koz of gold in 2009, the latest period for which information on the production for the Goldstrike complex is available.

For Post-Goldstrike & Extension-Gold Bug, affected claims and acreage are revised to correct prior transfers and claim overlaps onto fee lands.

The royalties cover a substantial portion, but not all, of the production by Barrick from the Goldstrike complex.

3.4.2 Royal Gold, Inc. Royalty Interest

In addition to the Franco-Nevada royalty interest, Royal Gold, Inc. holds a 0.9% NSR (gold) royalty on the SJ claims.

3.5 Environmental Liabilities and Permitting

Based on the public domain information and data reviewed, SRK is not aware of any existing environmental liabilities to which the Goldstrike complex is subject.

3-2

3.5.1 Environmental Compliance

The following section is excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

According to Barrick’s 2008 AIF, (March 30, 2009), the Goldstrike property operating facilities have been designed to mitigate environmental impacts. The operations have processes, procedures or facilities in place to manage substances that have the potential to be harmful to the environment. In order to prevent and control spills and protect water quality, the mine utilizes multiple levels of spill containment procedures and routine inspection and monitoring of its facilities. The mine has installed air pollution control devices on its facilities consistent with and, in some cases, exceeding legal requirements. The mine also has various programs to reuse and conserve water at its operations. In order to mitigate the impact of dust produced by its operations, the mine uses several different dust suppression techniques, including a stockpile cover at the roaster, reducing both the consumption of water and the carbon footprint. In 2008, all activities at the Goldstrike property were, and continue to be, in compliance in all material respects with applicable corporate standards and environmental regulations.

Dewatering of the Betze Pit is accomplished through the use of perimeter wells located peripheral to the pit area, in-pit wells, horizontal drains installed for passive dewatering of pit walls, and water collection sumps installed in the bottom of the pit. Dewatering activities are conducted in compliance with its approved water appropriations issued by the Nevada State Engineer’s Office.

Groundwater pumping for dewatering at the Goldstrike property is primarily from the carbonate rock aquifer, with very small amounts of pumping from shallower siltstones and unconsolidated basin fill deposits.

Water is conveyed by pipelines to various use areas such as mining and milling at the Goldstrike property, delivered to Barrick’s Meikle mine, or delivered to Newmont for mining and milling use. Water that is not used for mining or milling purposes is delivered to the 72in diameter gravity flow pipeline to the TS Ranch Reservoir. Barrick is authorized by a discharge permit issued by the Nevada Division of Environmental Protection to discharge water produced by its groundwater pumping operations to groundwaters of the state via percolation, infiltration, and irrigation.

3.5.2 Environmental Permitting

According to the NDOM, all mining operations in Nevada are required to have:

· Legitimate mining claims registered with the BLM, or ownership or control of mineral rights on private land;

· An approved Plan of Operation from the BLM, the U.S. Forest Service or the Nevada Division of Environmental Protection, (NDEP); and

· Necessary state permits.

Table 3.5.2.1 provides a general summary of permits required by Federal State and Local government entities for mining or milling operations in the state of Nevada.

3-3

Table 3.5.2.1: Agency Permits and Authorizations*

Permit/Authorization		Agency
Federal
Activities in Wetlands and/or Waters of the U.S.		U.S. Army Corps of Engineers
Amended Exploration Plan of Operations		BLM
Endangered Species Act Compliance		U.S. Fish and Wildlife Service
Mine Plan of Operations		BLM
Notice of Commencement of Operation		Northern Nevada Mine Safety & Health Administration
Purchase, Transport, or Storage of Explosives		Bureau of Alcohol, Tobacco and Firearms, for Northern Nevada
Right of Way for Electrical Transmission on BLM- Administered Land		BLM
Road Access (R/W) on BLM Administered Land		BLM
Use of BLM-Administered Land		BLM
State
Air Quality Operating Permit		Nevada Division of Environmental Protection, Bureau of Air Quality
Annual Status and Production Report		Nevada Division of Minerals
Approval to Operate a Solid Waste System		Nevada Division of Environmental Protection, Bureau of Waste Management
Department of Transportation		Nevada Department of Transportation
Fire and Line Safety		Nevada State Fire Marshall
Ground Water Permit		Nevada Division of Environmental Protection, Bureau of Water Pollution Control
Hazardous Materials Permit		Nevada State Fire Marshal Division, Hazardous Materials Section
Historic Preservation		Nevada Historic Preservation Office
Mine Registry Forms		Nevada Division of Minerals
Industrial Artificial Pond Permit		Nevada Division of Wildlife
Mineral Exploration Hole Plugging		Nevada Division of Water Resources
Mining Reclamation Permit		Nevada Division of Environmental Protection – Bureau of Mining Regulation and Reclamation, Reclamation Branch
Notification of Opening & Closing Mines		Nevada State Mine Inspector
Permit to Appropriate the Public Waters		Nevada Division of Water Resources
Permit for Occupancy (Encroachment Permit)		Nevada Department of Transportation
Permit for Sanitation Facilities		Nevada State Health Division Bureau of Health Protection Services
Protection of Wildlife		Nevada Division of Wildlife
Stormwater General Permit		Nevada Division of Environmental Protection, Bureau of Water Pollution Control
Surface Disturbance Permit		Nevada Division of Environmental Protection – Bureau of Air Pollution Control
Water Pollution Control Permit		Nevada Division of Environmental Protection – Bureau of Mining, Regulation and Reclamation, Regulation Branch

Local**

Building Permit

General Plan

Special Use Permit

* Permits listed are general in nature; all items listed are not necessarily specific to Barrick.

** Local permits presented are general in nature.

3-4

4 Accessibility, Climate, Local Resources, Infrastructure and Physiography (Item 7)

4.1 Topography, Elevation and Vegetation

The Carlin Trend lies within the Basin and Range Province and is characterized by long, narrow mountain ranges and valleys trending in a north to northeasterly direction. The valley floor elevations are generally 4,700 to 6,000ft, while the mountain elevations are typically 8,000 to 9,500ft. The project elevation is 5,576ft in the hilly terrain of the Tuscarora Mountains.

The area is within the transition between the Sagebrush Steppe and Great Basin Sagebrush type (Kuchler 1975). Vegetation in the area is typical of the Great Basin region and is dominated by big sagebrush-bunchgrass, with the specific species of sagebrush dependent on elevation, soil type, and precipitation. Basin big sagebrush (Artemisia tridentata ssp. tridentate) and Great Basin wildrye (Leymus cinereus) are major components of the drainage bottoms where soils are deep. Wyoming big sagebrush (A. tridentata ssp. wyominensis) occurs on well-drained soils between 4,000 and 6,000ft in elevation. Common grasses associated with Wyoming big sagebrush include Great Basin wildrye, bluebunch wheatgrass (Pseudoroegneria spciata ssp. spicata), Thurber’s needle grass (Stipa thurberiana), and Idaho fescue (Festuca idahoensis). Mountain big sagebrush (A. tridentata ssp. vaseyana) is generally found at elevations above 6,500ft and with high elevation grasses such as mountain brome (Bromus marginatus). Black sagebrush (A. nova) and low sagebrush (A. arbuscula) are two sagebrush species of low stature that occur on calcareous soils and claypan sites, respectively, which both have root restrictive zones within 18in of the surface.

Interspersed with the sagebrush-bunchgrass vegetation is the pinyon-juniper woodland. This vegetation type consists of single-leaf pinyon pine (Pinus monophylla) and Utah juniper (Juniperus osteosperma). Depending on the density of the trees and the site moisture, this vegetation type may or may not have an understory of shrubs and grasses.

4.2 Climate and Length of Operating Season

The Project climate is arid and has little impact on operations. Summers are warm and dry (temperatures rage from the 70’s to over 100°F) and winters relatively dry and cold (-0 to mid-20’s°F). Approximately 10in of rain and 40in of snow fall annually.

4.3 Access to Property

A regional airport exists in Elko and Amtrak provides train service to Elko. Access to the Project area is via U.S. Interstate 80 from Elko and then north from Carlin by approximately 40km of local roads. Access agreements with Newmont Mining Corporation (Newmont) and a right-of-way issued by the BLM provide access to the property (Barrick AIF, March 30, 2009).

4.4 Surface Rights

According to the Barrick 2008 AIF, (March 30, 2009), the necessary permits to provide sufficient surface rights have been obtained for current operations at the property.

Surface right information is provided in Section 3.2 Mineral Titles. SRK is otherwise unable to comment on the sufficiency of surface rights, as prescribed by NI 43-101 because the royalty holder does not have access to the specific property data.

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5 History (Item 8)

The following section is excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

PanCana Minerals Ltd. (PanCana) first mined the property for gold in 1976. In 1978, Western States Minerals Corporation (WSMC) became the operator in a 50/50 joint venture with PanCana. Barrick acquired a 50% interest and assumed management of the Goldstrike property on December 31, 1986 with the acquisition of WSMC’s 50% interest in the property. It completed the acquisition of 100% ownership of the property pursuant to a plan of arrangement entered into with PanCana in January 1987. At the time of acquisition, mining operations on the property were concentrated on various shallow oxide deposits. The principal known deposit was the Post surface oxide deposit, which then contained approximately half a million ounces of gold. The property was operated as an open pit, heap leach operation. Reserves for the Post deposit were delineated during 1986 and mining of the Post deposit commenced in 1987. Following acquisition, two sulfide ore zones were identified (the Betze and Deep Post deposits). During the first two years after acquisition, a carbon-in-leach mill and ancillary facilities, as well as a crushing and agglomeration plant designed to improve recoveries from low-grade oxide ore, were constructed.

In January 1989, Barrick announced the four-year Betze Development Plan to develop the Post oxide and Betze sulfide reserves. The plan, which called for the development of a large open pit and the expansion of the milling facilities, was completed in 1993 with the commissioning of the final three of the total of six autoclaves. The Goldstrike Underground Mine (Meikle deposit), which was discovered in 1989, commenced production in 1996. During 2000, the Company completed construction of a roaster facility for the treatment of carbonaceous ore on the property. The roaster increased the property’s processing capacity by approximately 16,000 t/d. In 2001, an intensive development program to bring the Rodeo deposit, part of the Goldstrike Underground Mine, into production was completed and a new ball mill was added to increase autoclave recovery.

5.1 Historic Mineral Resources and Reserve Estimates

The Measured Mineral Resources for the Goldstrike Open Pit Mine, as documented in Barrick’s Annual Reports (2000-2008) are presented in Table 5.1.1.

Table 5.1.1: Goldstrike Open Pit Mine Historic Measured Mineral Resources*

Year	Tons (000s)	Grade (oz/t)	Ounces (000s)
2000	11,531	0.065	754
2001	14,497	0.067	968
2002	16,445	0.069	1,139
2003	14,077	0.059	831
2004	12,119	0.054	651
2005	12,072	0.054	650
2006	12,168	0.054	655
2007	20,561	0.052	1,072
2008	11,584	0.056	654

* Per Barrick Annual Reports (2000-2008), Measured and Indicated resources were calculated to CIM definitions.

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The Indicated Mineral Resources for the Goldstrike Open Pit Mine, as documented in Barrick’s Annual Reports (2000-2008) are presented in Table 5.1.2.

Table 5.1.2: Goldstrike Open Pit Mine Historic Indicated Mineral Resources*

Year	Tons (000s)	Grade (oz/t)	Ounces (000s)
2000	40,551	0.063	2,556
2001	34,626	0.070	2,249
2002	29,955	0.070	2,092
2003	23,326	0.061	1,433
2004	10,199	0.045	456
2005	9,043	0.045	404
2006	8,016	0.045	358
2007	13,971	0.051	716
2008	4,167	0.051	214

* Per Barrick Annual Reports (2000-2008), Measured and Indicated resources were calculated to CIM definitions.

The Measured Mineral Resources, for the Goldstrike Underground Mine, as documented in Barrick’s Annual Reports (1997-2008) are presented in Table 5.1.3.

Table 5.1.3: Goldstrike Underground Mine Historic Measured Mineral Resources*

Year	Tons (000s)	Grade (oz/t)	Ounces (000s)
2000	—	—	—
2001	2,784	0.756	2,104
2002	1,932	0.584	1,129
2003	1,580	0.435	687
2004	2,114	0.361	764
2005	1,015	0.472	479
2006	1,185	0.393	466
2007	893	0.431	385
2008	1,465	0.362	531

* Per Barrick Annual Reports (2000-2008), Measured and Indicated resources were calculated to CIM definitions.

The Indicated Mineral Resources, for the Goldstrike Underground Mine, as documented in Barrick’s Annual Reports (1997-2008) are presented in Table 5.1.4.

Table 5.1.4: Goldstrike Underground Mine Historic Indicated Mineral Resources*

Year	Tons (000s)	Grade (oz/t)	Ounces (000s)
2000	4,077	0.374	1,526
2001	4,912	0.370	1,819
2002	3,175	0.393	1,249
2003	4,261	0.423	1,802
2004	4,154	0.387	1,609
2005	2,219	0.346	768
2006	10,974	0.118	1,292
2007	3,236	0.301	974
2008	3,002	0.304	913

* Per Barrick Annual Reports (2000-2008), Measured and Indicated resources were calculated to CIM definitions.

5-2

The Proven and Probable Mineral Reserves, for the Goldstrike Open Pit Mine, as documented in Barrick’s Annual Reports (1997-2008) are presented in Table 5.1.5.

Table 5.1.5: Goldstrike Open Pit Historic Proven and Probable Mineral Reserves

Year	Tons (000s)	Grade (oz/t)	Contained Ounces (000s)
1997	132,825	0.181	24,058
1998	123,097	0.172	21,213
1999	135,619	0.153	20,709
2000	116,449	0.155	18,000
2001	108,854	0.151	16,433
2002	107,130	0.150	16,051
2003	109,742	0.143	15,685
2004	123,334	0.131	16,188
2005	114,512	0.128	14,603
2006	105,206	0.125	13,122
2007	94,914	0.128	12,194
2008	86,254	0.119	10,294

The Proven and Probable mineral reserves, for the Goldstrike Meikle Mine, as documented in Barrick’s Annual Reports (1998-2003) are presented in Table 5.1.6.

Table 5.1.6: Goldstrike Meikle Historic Proven and Probable Mineral Reserves

Year	Tons (000s)	Grade (oz/t)	Contained Ounces (000s)
1998	6,637	0.713	4,729
1999	5,898	0.647	3,816
2000	14,100	0.458	6,451
2001	8,992	0.439	3,946
2002	9,770	0.398	3,888
2003	9,177	0.377	3,460

The Proven and Probable mineral reserves, for the Goldstrike Rodeo Projects Mine, as documented in Barrick’s Annual Reports (1998-1999) are presented in Table 5.1.7.

Table 5.1.7: Goldstrike Rodeo Projects Historic Proven and Probable Mineral Reserves

Year	Tons (000s)	Grade (oz/t)	Contained Ounces (000s)
1998	2,856	0.487	1,391
1999	5,847	0.466	2,726

The Proven and Probable mineral reserves, for the Goldstrike Underground Mine, as documented in Barrick’s Annual Reports (2004-2008) are presented in Table 5.1.8.

Table 5.1.8: Goldstrike Underground Historic Proven and Probable Mineral Reserves

Year	Tons (000s)	Grade (oz/t)	Contained Ounces (000s)
2004	7,575	0.392	2,970
2005	7,319	0.379	2,773
2006	7,662	0.370	2,834
2007	7,423	0.364	2,700
2008	6,923	0.368	2,545

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5.2 Historic Production

Historic production for the Goldstrike Open Pit and Underground Mine, as reported in Barrick’s Annual Reports (1997-2007) is presented are presented in Tables 5.2.1 through 5.2.3.

Table 5.2.1: Historic Production for the Goldstrike Open Pit

Year	t-mined (000’s)	t-ore Processed (000s)	Avg. Grade (oz/t)	Recovery Rate (%)	Total oz Prod. (000s)
1997	159,000	5,487	0.319	91	1,606
1998	161,000	5,176	0.320	89.2	1,499
1999	155,000	4,763	0.27	88.2	1,130
2000	143,000	7,438	0.25	87.5	1,647
2001	154,233	9,187	0.20	85.1	1,550
2002	142,898	10,322	0.16	83.3	1,410
2003	141,693	10,041	0.19	82.0	1,559
2004	134,212	10,779	0.15	85.1	1,381
2005	129,833	10,097	0.18	85.6	1,514
2006	131,229	10,507	0.15	86.9	1,388
2007	136,868	10,546	0.135	85.5	1,215

Table 5.2.2: Historic Production for the Goldstrike Underground Mine

Year	t-mined (000s)	t-ore Processed (000s)	Avg. Grade (oz/t)	Recovery Rate (%)	Total oz Prod. (000s)
1997	775	741	0.81	95.6	574
1998	877	857	1.03	95.9	847
1999	998	1,035	1.00	94.0	977
2000	1,257	1,239	0.70	92.9	806
2001	1,372	1,375	0.56	93.0	713
2002	1,635	1,638	0.43	91.3	640
2003	1,631	1,622	0.39	88.3	552
2004	1,573	1,566	0.40	89.7	561
2005	1,463	1,488	0.38	89.9	510
2006	1,420	1,425	0.37	89.8	477
2007	1,300	1,298	0.354	90.0	413

Production for the Goldstrike Properties, as presented in Barrick’s Fourth Quarter 2008 Mine Statistics, consolidated both the Goldstrike Open Pit and Underground Mines, and is shown in Table 5.2.3.

Table 5.2.3: Historic Production for the Goldstrike Properties (YE 2008)

Year		t-mined (000s)		t-ore Processed (000s)		Avg. Grade (oz/t)		Recovery Rate (%)		Total oz Prod. (000s)
2008		127,905		11,550		0.175		84.3		1,706

5-4

6 Geological Setting (Item 9)

6.1 Regional and Local Geology

The following section is excerpted from the Teal and Jackson Geologic Overview of the Carlin Trend Gold Deposits (1997). Changes to standardizations have been made to suit the format of this report.

The Carlin trend is a 38mi (60km) long north-northwest alignment of predominantly carbonate-hosted gold deposits located in northeastern Nevada (Figures 6-1 and 6-2), within the Basin and Range physiographic province of the western United States. Gold deposits are generally hosted in a variable stratigraphic package of Ordovician through Lower Mississippian rocks. Within specific deposits, however, Cretaceous and Tertiary dike swarms and the Jurassic-Cretaceous Goldstrike granodiorite stock constitute up to 15% of the mineralized material.

6.1.1 Structure

The north-northwest alignment of the Carlin trend deposits is not in itself a manifestation of any singular fault zone, but rather a combination of structural features in a zone of crustal weakness and sustained high heat flow, as indicated by multiple periods of intrusive activity. This environment created a setting conducive to prolific gold mineralization. While structural influences differ between deposits on a regional scale, common features include:

· High-angle, northwest-striking fault sets that served as primary fluid conduits and are commonly filled by lamprophyric and monzonitic dikes;

· High-angle northeast-striking faults that served as secondary conduits, particularly at structural intersections with northwest faults; and

· Broad to moderate amplitude anticlinal folds in autochthonous carbonate rocks; and high-angle, stratabound, premineral stage, collapse breccia bodies.

6.1.2 Alteration

Numerous papers describe wall-rock alteration of the Carlin trend deposits, including classic studies by Hausen (1967), Hausen and Kerr (1968), Radtke (1985), Kuehn (1989), and Bakken (1990). Pervasiveness and intensity of alteration varies both within and between gold deposits, depending on magnitude of the mineralizing system, nature of the host rock, and density of structural conduits. Cuffney and Mallette (1992) summarized the salient features that characterized Carlin-type deposits:

· Carbonate dissolution;

· Silicification, particularly within structural conduits;

· Argillic alteration of primary silicate minerals;

· Gold-enriched sulfidation of reactive iron in host rocks, to form gold-bearing sulfide minerals (pyrite, arsenical pyrite, marcasite, arsenical marcasite); and

· Multi-phase fluid inclusions, characterized by low salinity (0.5–7wt% NaCl Eq.), variable amounts of CO2, and low homogenization temperatures (120–250ºC).

6-1

6.2 Regional Tectonic Development

Regional stratigraphic and Strontium isotopic data indicate that northeastern Nevada was situated along a stable paleocontinental margin during much of the Cambrian through Early Mississippian (Stewart, 1980). During this period, a westward thickening, prism-shaped package of sediments was deposited from the outer margins of the paleo-continental shelf into an adjacent oceanic basin. Within this depositional environment, sedimentary facies graded from eastern miogeoclinal to western eugeoclinal sequences. During Late Devonian through Middle Mississippian time, compressional tectonism associated with the Antler orogeny resulted in regional-scale folding and east-directed imbricate thrusting of the western eugeoclinal assemblage of predominantly siliciclastic rocks over the eastern autochthonous assemblage of silty carbonate rocks. This thrust surface is preserved regionally in north-central and northeastern Nevada and is referred to as the Roberts Mountains thrust from its type location, 50 miles (80 km) south of the Carlin trend (Roberts and others, 1958). The resultant accretionary mass formed the emergent Antler highlands, which in turn shed an eastern directed overlap assemblage of clastic rocks during the Middle Mississippian to Early Pennsylvanian (Smith and Ketner, 1975). Subsequent late Paleozoic tectonism during Early to Middle Pennsylvanian time (Humboldt orogeny) was followed by deposition of shelf carbonate sequences during Middle Mississippian to Early Pennsylvanian (Smith and Ketner, 1975; Ketner, 1977). A third period of resumed uplift and folding, possibly related to the Early Triassic Sonoma orogeny, was followed by yet another period of eastward-directed folding and thrusting during the Early Cretaceous Sevier orogeny (Stewart, 1980).

All of these successive periods of compressional tectonism contributed to the regional structural complexity prior to the mineralizing event(s) that formed the Carlin trend gold deposits. Geologists debate whether the effects of the earlier Antler orogeny or the later Mesozoic deformation and intrusive activity resulted in the formation of broad amplitude, N25–35ºW-trending, northerly plunging anticlines within autochthonous carbonate assemblage rocks that are now preserved in uplifted tectonic windows along the Carlin trend (Roberts, 1960; Evans, 1974a). From north to south these include the Bootstrap, Lynn, Carlin, and Rain tectonic windows. All Carlin trend gold deposits discovered thus far occur within or proximal to these tectonic windows (Figure 6-1). The current regional physiography is the manifestation of Tertiary extensional tectonics. The inception of pre-Basin and Range extension and crustal thinning is interpreted to have begun during the late Eocene (37–40m.y.) with the onset of regional magmatism (Christiansen and Yeats, 1992, p. 291; Wright and Snoke, 1993). Tensional, generally east-west directed Basin and Range tectonism is interpreted to have begun during the early Miocene (17–20m.y.) (Evans, 1980), although the timing of its inception remains a subject of debate. The north-northwest regional alignment of the Carlin trend gold deposits reflects an apparent preexisting zone of crustal weakness that transects present-day, generally north-trending Basin and Range topography.

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8 Mineralization (Item 11)

Section 8.1 and 8.2 is excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

8.1 Goldstrike Open Pit Mine

The gold mineralization at the Goldstrike Open Pit Mine is controlled by favorable stratigraphy, structural complexities in the form of faults and folds, and the contact of the Goldstrike intrusive. The deposit represents many styles of mineralization occurring within numerous rock types and alteration assemblages. The favored host for gold mineralization is the Popovich Limestone followed by the Rodeo Creek unit, Goldstrike sill complex and Roberts Mountains Formation. Some ore occurs below sills, which act as dams to the ascending hydrothermal fluids. Alteration is characterized by decalcification of limestone, silicification of all rock types and clay development in structurally disturbed areas. Overall, the Betze-Post ore zones extend for 1,829m in a northwest direction and average 183 to 244m in width and 122 to 183m in thickness.

8.2 Goldstrike Underground Mine

Carbonate breccias and limestones of the Devonian Popovich Formation and various intrusive rocks host the orebodies that comprise the Goldstrike Underground Mine. In contrast to the Goldstrike Open Pit area, the overlying mudstones and argillites of the Devonian Rodeo Creek Member are generally unmineralized. Gold-bearing fluids have ascended faults and fractures and have deposited gold and other minerals, such as pyrite and barite, in permeable horizons in the breccias and limestones. These breccias were formed by a combination of collapse, tectonic and hydrothermal processes, and display excellent continuity of grade both down dip and along strike. The fluids have been focused below a steep dipping monzonite porphyry dyke and the overlying relatively impermeable Rodeo Creek Member. Since silicification is the dominant alteration, the bulk of the ore is quite hard and competent.

8.3 Variations

The relative importance of stratigraphic and structural controls to gold deposits has been recognized by numerous workers on the Carlin trend (Groves, 1996a). Figure 8-1 illustrates graphically the relative importance of these types of controls to the range in styles of mineralization. As illustrated, the original Carlin deposit represents the more passively emplaced, stratigraphically controlled end member to a broader spectrum of deposit types. Contrasting structurally controlled mineralization is the dominant style in such deposits as Deep Star, Meikle, and the Deep Sulfide Feeder zone in the Gold Quarry deposit. Since the Carlin discovery, the influence of structure and variations in host lithology has demonstrated that the styles of mineralization on the Carlin trend are as varied as the size and grade of the deposits.

SRK is unable to present specific Project mineralization data including; length, width, depth and continuity, as well as, type character and distribution of the Goldstrike Properties due to the lack of access to specific Project data.

8-1

9 Exploration (Item 12)

The following section is excerpted from Barrick.com (2007), except where noted. Changes to standardizations have been made to suit the format of this report.

The Banshee underground reserve development drilling program was delayed in 2006 due to slower than expected mining advance. Two holes were completed late in the year, testing for southern extensions of West Banshee with negative results. The Banshee underground reserve development drilling program continued in 2007 with approximately 50,000ft of underground core drilling planned. The primary goals are to convert West Banshee resource to reserves, and significantly expand the East Banshee resource.

In 2007, the exploration and development drilling program focused on the Banshee underground reserve delineation and Deep North Post resource delineation projects with positive results. A total of 20,774m of underground and surface drilling were completed in 2007.

The following section is excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

In 2008, the exploration and development drilling program focused on the Banshee underground reserve delineation with positive results. A total of 16,845 meters of underground and surface drilling were completed in 2008. In 2009, the exploration group expects to focus on the underground Deep North Post reserve delineation and drill testing for extensions and new zones at Banshee. New drill targets are expected to be generated by continued relogging and remodeling of the geology across the property.

SRK did not conduct an in-depth review of the surveys, procedures or methodologies used in the exploration of the Goldstrike Properties. Consequently, an interpretation of whether industry standards were used and the results of the exploration will not be expressed by SRK, due to the lack of access to specific Project data.

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Table 16.1.1: Goldstrike Open Pit and Underground Mine Mineral Resources (as at December 31, 2009)(1)

	Tons	Grade	Contained Ounces
Location and Category	(000s)	(oz/t)	(000s)
Goldstrike Open Pit
Measured	10,446	0.055	577
Indicated	6,241	0.047	293
Measured & Indicated	16,687	0.052	870
Inferred	3,568	0.116	413
Goldstrike Underground
Measured	952	0.401	382
Indicated	3,484	0.316	1,101
Measured & Indicated	4,436	0.334	1,483
Inferred	1,858	0.341	633
Goldstrike Properties Total
Measured	11,398	0.084	959
Indicated	9,725	0.143	1,394
Measured & Indicated	21,123	0.111	2,353
Inferred	5,426	0.193	1,046

Source: Fourth Quarter and Year-End Report 2009 (February 18, 2010)

(1) Resources, which are not reserves, do not have demonstrated economic viability.

Barrick’s normal data verification procedures have been employed in connection with the calculations.

Stated Mineral Resources are in addition to the stated Mineral Reserves.

SRK did not generate the Mineral Resource and Mineral Reserve estimates and was unable to conduct an in-depth audit as prescribed by NI 43-101. Accordingly, SRK does assume the estimations are CIM compliant per reporting requirements.

16.2 Reserve Estimation

Table 16.2.1 sets out the Goldstrike open pit and underground mine mineral reserves as at December 31, 2009.

Table 16.2.1: Goldstrike Mineral Reserves (as at December 31, 2009)

	Tons	Grade	Contained Ounces
Location and Category	(000)	(oz/t)	(000s)
Goldstrike Open Pit
Proven	41,888	0.107	4,477
Probable	41,014	0.117	4,819
Proven and Probable	82,902	0.112	9,296
Goldstrike Underground
Proven	3,614	0.405	1,464
Probable	5,384	0.259	1,396
Proven and Probable	8,998	0.318	2,860
Goldstrike Properties Total
Proven	45,502	0.131	5,941
Probable	46,398	0.134	6,215
Proven and Probable	91,900	0.132	12,156

Source: Fourth Quarter and Year-End Report 2009 (February 18, 2010)

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18 Additional Requirements for Production Properties (Item 25)

18.1 Mining Method

18.1.1 Goldstrike Open Pit Mine

The Goldstrike Open Pit Mine is an open pit truck-and-shovel operation, using standard, proven equipment (Barrick, 2009).

Based on existing reserves and production capacity, the expected remaining mine life is 7 years from the end of 2009.

18.1.2 Goldstrike Underground Mine

Two different underground mining methods are used at Goldstrike Underground Mine, long-hole open stoping and drift-and-fill (used for flat-lying mineralization or where ground conditions are less competent). The Goldstrike Underground Mine is a trackless operation (Barrick 2009).

Based on existing reserves and production capacity, the expected remaining mine life is 8 years from the end of 2009.

18.2 Mining Operations

18.2.1 Goldstrike Open Pit and Underground Mine Production

Goldstrike production decreased by 351koz over 2008 mainly due to the planned partial shutdown of the autoclaves in the second half of 2009. Barrick expects production to be lower in 2010 due to lower grade areas being mined after mine sequencing in which deeper areas of the pit containing higher grade ore were mined in 2009, resulting in fewer ore tons to feed the roaster in 2010 (Barrick, 2010). Please refer to Section 15 for more information regarding autoclaving operations.

The mine is in a waste stripping phase, anticipated to be completed by mid-2010 and mining of high ore grades is expected in the second half of 2010 (Barrick, February 18, 2010).

According to Barrick’s 2009 Annual Report, production in 2011 is expected to be in a similar range to 2010.

Goldstrike open pit and underground mine production data for YE 2009 is provided in Table 18.2.1.1.

Table 18.2.1.1: Goldstrike Open Pit and Underground Mine Production Summary (YE 2009)

Item		2009
Tons Mined (000’s)		131,854
Tons Processed (000’s)		9,390
Average Grade (oz/t)		0.172
Recover Rate (%)		83.7
Production (koz)		1,355

Source: Barrick Mine Statistics (Fourth Quarter 2009),

18-1

18.2.2 Additional Mining Operation Information

According to Barrick’s 2008 Annual Report, ore in stockpiles is expected to be processed by 2034.

18.3 Markets

The following three paragraphs were excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

Gold can be readily sold on numerous markets throughout the world and it is not difficult to ascertain its market price at any particular time. Benchmark prices are generally based on the London gold market quotations. Gold bullion is held as an asset class for a variety of reasons, including as a store of value and safeguard against the collapse of paper assets such as stocks, bonds and other financial instruments that are traded in fiat currencies not exchangeable into gold (at a fixed rate) under a “gold standard”, hedges against future inflation and portfolio diversification. Governments, central banks and other official institutions hold significant quantities of gold as a component of exchange reserves. Due to the size of the international bullion market and above ground stocks, individual gold producers or other market participants generally do not significantly influence pricing or total quantities offered and sold. Since there are a large number of available gold purchasers, Barrick is not dependent upon the sale of gold to any one customer.

Barrick’s gold is currently being refined to market delivery standards by several refiners throughout the world. The gold can be sold to various gold bullion dealers at market prices or delivered to meet commitments under gold sale contracts.

Product fabrication and bullion investment are two principal sources of gold demand. The introduction of more readily accessible and more liquid gold investment vehicles (such as gold exchange traded funds) has further facilitated investment in gold. Within the fabrication category, there are a wide variety of end uses, the largest of which is the manufacture of jewelry. Other fabrication purposes include official coins, electronics, miscellaneous industrial and decorative uses, dentistry, medals and medallions.

Gold price volatility remained high in 2009, with the price ranging from $803 to $1,227/oz during the year. The average market price for the year of $972/oz was an all time high (Barrick, 2010).

18.4 Contracts

Per industry norms specific contracts for mining projects are considered sensitive in nature. Due to the limitations of the information and data contained within the public domain, SRK is unable to comment on the terms of the Goldstrike Properties contracts.

18.5 Environmental Considerations and Permitting

The following section is excerpted from the Barrick AIF (March 30, 2009). Changes to standardizations have been made to suit the format of this report.

At December 31, 2008, the recorded amount of estimated future reclamation and closure costs that were also asset retirement obligations, as defined in FAS 143, for the property was $98 million. In connection with the reclamation of the mine area, Barrick has provided the financial security as required by governmental authorities. Major expenditure items covered by the asset

18-2

retirement obligation are long-term care and monitoring, surface contouring, waste dump closure and process facility demolition.

18.6 Taxes and Royalties

18.6.1 Taxes

The State of Nevada imposes a 5% net proceeds tax on the value of all minerals severed in the State. This tax is calculated and paid based on a prescribed net income formula which is different from book income.

18.6.2 Royalties

Please refer to Section 3.4 for a description of the royalties.

18.7 Operating and Capital Costs

The operating and capital costs reported in Barrick’s Mine Statistics Fourth Quarter 2009 Report are presented in table 18.7.1.

Table 18.7.1: Goldstrike Operating and Capital Costs (YE 2009)

Item	2009
Production Costs/oz
Cash Operating Costs	414
Royalties and Production Taxes	50
Total Cash Costs(1)	464
Amortization(2)	95
Unrealized losses on economic hedge currency and commodity contracts	(1	)
Total Production Costs	558
Capital Expenditures(3) (US millions)	66

(1) Total cash costs/oz is non-GAAP financial performance measure with no standard meaning under US GAAP.

(2) Amortization/oz includes inventory purchase accounting adjustments.

(3) Mine statistics report capital expenditures on an accrual basis.

According to Barrick’s 2009 Annual Report, an expected increase in expansion capital relates to development projects at Goldstrike.

SRK is unable to perform an independent economic analysis, inclusive of LoM plan and because the royalty holder does not have access to the specific Project economic data.

18-3

21 References (Item 23)

Barrick Gold Corporation (1998), Barrick Gold Corporation Annual Report 1997, Sedar.com

Barrick Gold Corporation (1999), Barrick Gold Corporation Annual Report 1998, Sedar.com

Barrick Gold Corporation (2000), Barrick Gold Corporation Annual Report 1999, www.barrick.com

Barrick Gold Corporation (2001), Barrick Gold Corporation Annual Report 2000, Sedar.com

Barrick Gold Corporation (2002), Barrick Gold Corporation Annual Report 2001, Sedar.com

Barrick Gold Corporation (May 14, 2003), Annual Information Form, for the year ended December 21, 2002, Sedar.com

Barrick Gold Corporation (2003), Barrick Gold Corporation Annual Report 2002, Sedar.com

Barrick Gold Corporation (2003), Barrick Gold Corporation, Consolidated Financial Statements and Management’s Discussion and Analysis of Financial and Operating Results For the year ended December 31, 2002, In accordance with Canadian Generally Accepted Accounting Principles, Sedar.com

Barrick Gold Corporation (May 19, 2004), Annual Information Form, for the year ended December 31, 2003, Sedar.com

Barrick Gold Corporation (March 15, 2004), Barrick First Quarter 2003 Report, Sedar.com

Barrick Gold Corporation (2004), Barrick Second Quarter Report 2003, Press Release, Sedar.com

Barrick Gold Corporation (March 15, 2004), Barrick Third Quarter Report 2003, www.sedar.com

Barrick Gold Corporation (2004), Barrick Gold Corporation Annual Report 2003, Sedar.com

Barrick Gold Corporation (2004), Barrick Gold Corporation, Consolidated Financial Statements and Management’s Discussion and Analysis of Financial and Operating Results For The Three Months Ended March 31, 2003, In accordance with Canadian Generally Accepted Accounting Principles, Sedar.com

Barrick Gold Corporation (2004), Barrick Gold Corporation, Consolidated Financial Statements and Management’s Discussion and Analysis of Financial and Operating Results for the Six Months Ended June 30, 2003, In accordance with Canadian Generally Accepted Accounting Principles, Sedar.com

Barrick Gold Corporation (2005), Barrick First Quarter 2004, Financial Statements, Sedar.com

Barrick Gold Corporation (2005), Barrick Second Quarter 2004, Financial Statements, Sedar.com

Barrick Gold Corporation (March 30, 2005), Annual Information Form, for the year ended December 31, 2004, Sedar.com

Barrick Gold Corporation (2005), Barrick Gold Corporation Annual Report 2004, Sedar.com

Barrick Gold Corporation (2005), Barrick Third Quarter 2004, Financial Statements, Sedar.com

21-1

Barrick Gold Corporation (February 22, 2006), Year-End Report 2005-February 22, 2006, www.barrick.com

Barrick Gold Corporation (March 30, 2006), Annual Information Form, for the year ended December 31, 2005, Sedar.com

Barrick Gold Corporation (November 2, 2006), Third Quarter Report 2006-November 2, 2006, www.barrick.com

Barrick Gold Corporation (2006), Barrick First Quarter 2005, Financial Statements, Sedar.com

Barrick Gold Corporation (2006), Barrick Second Quarter 2005, Financial Statements, Sedar.com

Barrick Gold Corporation (2006), Barrick Gold Corporation Annual Report 2005, Sedar.com

Barrick Gold Corporation (2007), Barrick Financial Report 2006, Sedar.com

Barrick Gold Corporation (2007), Barrick Gold Corporation Annual Report 2006, Sedar.com

Barrick Gold Corporation (March 30, 2007), Annual Information Form, for the year ended December 31, 2006, Sedar.com

Barrick Gold Corporation (May 1, 2007), First Quarter Report 2007-May 1, 2007, www.barrick.com

Barrick Gold Corporation (August 1, 2007), Second Quarter Report 2007-August 1, 2007, www.barrick.com

Barrick Gold Corporation (2007), Barrick Second Quarter 2007, Financial Statements, Sedar.com

Barrick Gold Corporation (February 20, 2008), Barrick Financial Report 2007, www.barrick.com

Barrick Gold Corporation (March 27, 2008), Annual Information Form, for the year ended December 31, 2007, Sedar.com

Barrick Gold Corporation (2008), Barrick Gold Corporation Annual Report 2007, Sedar.com

Barrick Gold Corporation (2008), Mine Statistics (Gold), www.barrick.com

Barrick Gold Corporation (2009), Mine Statistics (Gold), www.barrick.com

Barrick Gold Corporation (2009), Barrick Gold Corporation Annual Report 2008, Sedar.com

Barrick Gold Corporation (February 20, 2009), Fourth Quarter and Year-End Report, December 31, 2008, www.barrick.com

Barrick Gold Corporation (March 25, 2009), Barrick Gold Corporation Annual Report 2008, www.barrick.com

Barrick Gold Corporation (March 30, 2009), Annual Information Form, for the year ended December 31, 2008, Sedar.com

Barrick Gold Corporation (February 18, 2010), Fourth Quarter and Year-End Report 2009, www.barrick.com

21-2

Barrick Gold Corporation (March 23, 2010), Barrick Gold Corporation Annual Report 2009, www.barrick.com

Barrick Gold Corporation (Unknown), Goldstrike Mine Responsibility Report, www.barrick.com

Barrick Gold Corporation (Unknown), AA Block Leach Pad Reclamation

Barrick Gold Corporation (Unknown), Hydrologic, Erosional and Revegetation Performance Evaluation of the AA Heap Leach Pad Closure at Barrick’s Goldstrike Mine

Barrick Gold Corporation (Unknown), 2009 Outlook, www.barrick.com

Bettles, Keith (2002), Exploration and Geology, 1962 to 2002, At the Goldstrike Property, Carlin Trend, Nevada

Clode, Chris H. et al. (Unknown), Geology of the Deep Star Gold Deposit

Guilbert, John M. and Park, Jr., Charles F. (1986) The Geology of Ore Deposits

Holmgren Bruce (October 2002), Nevada Division of Environmental Protection Fact Sheet, (pursuant to NAC 445A.236)

Jory, John (Unknown), Stratigraphy and Host Rock Controls of Gold Deposits of the Northern Carlin Trend

Keith, Stanley B. (2003), Preliminary Geologic Maps of the Northern Portion of the Carlin gold Belt (North Trend), Nevada, MagmaChem, L.L.C., Nevada Bureau of Mines and Geology

Kuchler, A. (1975) Map of the potential natural vegetation of the conterminous United States, American Geographical Society, New York

Metals Economics Group Database (May 2007), Goldstrike, www.metalseconomics.com

Metals Economics Group Database (March 2008), Goldstrike, www.metalseconomics.com

Moore, Steve et al. (Unknown), Geology of the Northern Carlin Trend, Map

Nevada Bureau of Mines and Geology (2003), The Nevada Mineral Industry 2002

Peters, Stephen G. et al. (1998), Oreshoot Zoning in the Carlin-type Betze Orebody, Goldstrike Mine, Eureka County, Nevada, USGS

Romberger, S.B. (1988), Disseminated Gold Deposits, Edited by Roberts, RG and Sheahan PA, Ore Deposit Models

Teal, Lewis et al. (2002), Geologic Overview of the Carlin Trend Gold Deposits, NBMG

The Mining News (April 29, 2005), High Gold Prices Shine Up Barrick Profit

Theodore, Ted G. et al. (2003), Geologic Map of the Beaver Peak Quadrangle, Elko and Eureka Counties, Nevada, USGS

Thompson et al. (2002), Gold Deposits of the Carlin Trend, Nevada Bureau of Mines and Geology

Vega, Francisco (April 24, 2007), Barrick Goldstrike Mines Inc., Class I (Title V) Air Quality Operating Permit-Minor Revision Air Case 07AP0323, Permit AP1041-0739.01, Nevada Division of Environmental Protection

21-3

22 Glossary

22.1 Mineral Resources and Reserves

22.1.1 Mineral Resources

The mineral resources and mineral reserves have been classified according to the “CIM Standards on Mineral Resources and Reserves: Definitions and Guidelines” (December 2005). Accordingly, the Resources have been classified as Measured, Indicated or Inferred, the Reserves have been classified as Proven, and Probable based on the Measured and Indicated Resources as defined below.

A Mineral Resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.

An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes.

An ‘Indicated Mineral Resource’ is that part of a Mineral Resource 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 drillholes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

A ‘Measured Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, 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 drillholes that are spaced closely enough to confirm both geological and grade continuity.

22.1.2 Mineral Reserves

A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

22-1

22.2 Glossary

Table 22.2.1: Glossary

Term		Definition
Assay:		The chemical analysis of mineral samples to determine the metal content.
Capital Expenditure:		All other expenditures not classified as operating costs.
Concentrate:		A metal-rich product resulting from a mineral enrichment process such as gravity concentration or flotation, in which most of the desired mineral has been separated from the waste material in the ore.
Crushing:		Initial process of reducing ore particle size to render it more amenable for further processing.
Cut-off Grade (CoG):		The grade of mineralized rock, which determines as to whether or not it is economic to recover its gold content by further concentration.
Dip:		Angle of inclination of a geological feature/rock from the horizontal.
Fault:		The surface of a fracture along which movement has occurred.
Gangue:		Non-valuable components of the ore.
Grade:		The measure of concentration of gold within mineralized rock.
Hangingwall:		The overlying side of an orebody or slope.
Haulage:		A horizontal underground excavation which is used to transport mined ore.
Level:		Horizontal tunnel the primary purpose is the transportation of personnel and materials.
LoM Plans:		Life-of-Mine plans.
Material Properties:		Mine properties.
Milling:		A general term used to describe the process in which the ore is crushed and ground and subjected to physical or chemical treatment to extract the valuable metals to a concentrate or finished product.
Mineral/Mining Lease:		A lease area for which mineral rights are held.
Mining Assets:		The Material Properties and Significant Exploration Properties.
Ongoing Capital:		Capital estimates of a routine nature, which is necessary for sustaining operations.
Ore Reserve:		See Mineral Reserve.
Shaft:		An opening cut downwards from the surface for transporting personnel, equipment, supplies, ore and waste.
Sill:		A thin, tabular, horizontal to sub-horizontal body of igneous rock formed by the injection of magma into planar zones of weakness.
Smelting:		A high temperature pyrometallurgical operation conducted in a furnace, in which the valuable metal is collected to a molten matte or doré phase and separated from the gangue components that accumulate in a less dense molten slag phase.
Stratigraphy:		The study of stratified rocks in terms of time and space.
Strike:		Direction of line formed by the intersection of strata surfaces with the horizontal plane, always perpendicular to the dip direction.
Sulfide:		A sulfur bearing mineral.
Tailings:		Finely ground waste rock from which valuable minerals or metals have been extracted.
Thickening:		The process of concentrating solid particles in suspension.

22-3

Abbreviations

The imperial system has been used throughout this report unless otherwise stated. All currency is in US. dollars. Market prices are reported in US$ per troy oz of gold. Tons are imperial, or 2,000 lbs unless otherwise noted. The following abbreviations are used in this report.

Table 22.2.2: Abbreviations

Abbreviation		Unit or Term
A		ampere
AA		atomic adsorption
Au		gold
AuEq		gold equivalent grade
Barrick		Barrick Gold Corporation
BLM		Bureau of Land Management
°C		degrees Centigrade
CoG		Cut-off-Grade
CO2		Carbon dioxide
CSA		Canadian Securities Administration
CSS		closed-side setting
°		degree (degrees)
Eq		Equivalent
FA		fire assay
Franco-Nevada		Franco-Nevada Corporation
ft		foot (feet)
g		gram
g/t		grams per ton
ha		hectares
hp		horsepower
kA		kiloamperes
kg		kilograms
km		kilometer
km2		square kilometer
koz		thousand troy ounce
kt		thousand tons
kt/day		thousand tons per day
kt/y		thousand tons per year
kV		kilovolt
kW		kilowatt
kWh		kilowatt-hour
kWh/t		kilowatt-hour per metric ton
lb		pound
LoM		Life-of-Mine
m		meter
Moz		million troy ounces
Mt		million tons
MW		million watts
m.y.		million years
Newmont		Newmont Mining Corporation
NI 43-101		Canadian National Instrument 43-101
NPI		net profit interest
NSR		net smelter return
oz		troy ounce
%		percent
PanCana		PanCana Minerals Ltd.

22-4

		SRK Consulting (U.S.), Inc.
		7175 West Jefferson Avenue, Suite 3000
		Lakewood, Colorado
		USA 80235
		e-mail: denver@srk.com
		web: www.srk.com
		Tel: 303.985.1333
		Fax: 303.985.9947

CERTIFICATE of AUTHOR

I, Neal Rigby, CEng do hereby certify that:

1. I am a Principal of:

SRK Consulting (US), Inc.

7175 W. Jefferson Ave, Suite 3000

Lakewood, CO, USA, 80235

2. I graduated with a BSc degree in Mineral Exploitation with first class honors in 1974 and a PhD in Mining Engineering in 1977 both from the University of Wales, UK.

3. I am a member of the Institute of Materials, Mining and Metallurgy.

4. I have worked as a mining engineer for a total of 36 years since my graduation from university.

5. I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

6. I am responsible for the content, compilation, and editing of all sections of the technical report, titled, Franco-Nevada Corporation NI 43-101 Technical Report, Goldstrike Properties Royalty, Elko, NV, and dated March 25, 2010 (the “Technical Report”) relating to the Goldstrike Properties Royalty. I have not personally visited the Goldstrike Project properties.

7. I have had prior involvement with the property that is the subject of the Technical Report. I was the QP responsible for the content, compilation, and editing of all sections of the technical report, titled, Franco-Nevada Corporation NI 43-101 Technical Report, Goldstrike Properties Royalty, Elko, NV, and dated October 23, 2007 relating to the Goldstrike Properties Royalty and technical report titled Franco-Nevada Corporation NI 43-101 Technical Report, Goldstrike Properties Royalty, Elko, NV, and dated March 26, 2009 relating to the Goldstrike Properties Royalty.

8. I am not aware of any material fact or material change with respect to the subject matter of the Technical Report that is not reflected in the Technical Report, the omission to disclose which makes the Technical Report misleading.

9. I am independent of the issuer applying all of the tests in Section 1.4 of National Instrument 43-101.

Group Offices in:	North American Offices:
Australia	Denver	303.985.1333
North America	Elko	775.753.4151
Southern Africa	Reno	775.828.6800
South America	Tucson	520-544-3688
United Kingdom	Toronto	416.601.1445
	Vancouver	604.681.4196
	Yellowknife	867-699-2430

		SRK Consulting (U.S.), Inc.
		7175 West Jefferson Avenue, Suite 3000
		Lakewood, Colorado
		USA 80235
		e-mail: denver@srk.com
		web: www.srk.com
		Tel: 303.985.1333
		Fax: 303.985.9947

CERTIFICATE of AUTHOR

I, Leah Mach, CPG do hereby certify that:

1. I am a Principal Resource Geologist of:

SRK Consulting (US), Inc.

7175 W. Jefferson Ave, Suite 3000

Lakewood, CO, USA, 80235

2. I graduated with a Master of Science degree in Geology from the University of Idaho in 1986.

3. I am a member of the American Institute of Professional Geologists.

4. I have worked as a Geologist for a total of 21 years since my graduation in minerals exploration, mine geology, project development and resource estimation.

9. I am independent of the issuer applying all of the tests in Section 1.4 of National Instrument 43-101.

Group Offices in:	North American Offices:
Australia	Denver	303.985.1333
North America	Elko	775.753.4151
Southern Africa	Reno	775.828.6800
South America	Tucson	520-544-3688
United Kingdom	Toronto	416.601.1445
	Vancouver	604.681.4196
	Yellowknife	867-699-2430

“Signed”
Dr. Neal Rigby, CEng, MIMMM, PhD

“Signed”
Leah Mach, CPG, MSc

Abbreviation		Unit or Term
PLC		Programmable Logic Controller
QA/QC		Quality Assurance/Quality Control
QP		Qualified Person
RoM		Run-of-Mine
SEC		US. Securities & Exchange Commission
t		ton (2,000 pounds)
t/day		tons per day
t/hr		tons per hour
t/yr		tons per year
W		Watt
wt		weight
WSMC		Western States Minerals Corporation
yr		year