SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
or
| For Fiscal year ended: December 31, 2007 | 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) |
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Brookfield Place TD 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) |
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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) |
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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:
ý Annual Information Form ý 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 869,886,631
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 Rule12g3-2(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 | ý |
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 | ý | No | o |
The disclosure provided under "Controls and Procedures" on page 92 of Exhibit 99.1, Barrick's Annual Information Form, is incorporated by reference herein.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Barrick's "Management's Report on Internal Control Over Financial Reporting" on page 77 of Exhibit 99.2, is incorporated by reference herein.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The disclosure provided under "Independent Auditors' Report" on pages 78 through 79 of Exhibit 99.3, Barrick's Comparative Audited Consolidated Financial Statements, is incorporated by reference herein.
The disclosure provided under "Composition of the Audit Committee" on pages 89 through 90 of Exhibit 99.1, 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.
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 "External Auditor Service Fees" on pages 91 through 92 of Exhibit 99.1, 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 99.1, 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 57 to 60 of Exhibit 99.4, Management's Discussion and Analysis of Financial and Operating Results, is incorporated by reference herein.
The disclosure provided under "Contractual Obligations and Commitments" on page 54 of Exhibit 99.4, 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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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 Form S-8 (File Nos. 333-121500, 333-131715 and 333-135769) 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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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 |
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| Name: | Sybil E. Veenman | ||||
| Title: | Vice President, Assistant General Counsel and Secretary |
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Dated: March 27, 2008 |
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| Exhibits |
Description |
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|---|---|---|
| 99.1 | Annual Information Form dated as of March 27, 2008 | |
99.2 |
Management's Report on Internal Control Over Financial Reporting |
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99.3 |
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, 2007 and 2006 and for the years ended December 31, 2007, 2006 and 2005, together with the Independent Auditors' report thereon |
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99.4 |
Barrick Gold Corporation's Management's Discussion and Analysis (US GAAP) for the year ended December 31, 2007 |
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99.5 |
Consent of PricewaterhouseCoopers LLP |
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99.6 |
Consent of PricewaterhouseCoopers LLP |
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99.7 |
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 |
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99.8 |
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 |
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99.9 |
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 |
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99.10 |
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 |
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