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

 

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

 

For Fiscal year ended: December 31, 2008

 

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)

 

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)


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:

 

 

x

Annual Information Form

 

x

 

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 872,471,775

 

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

x

 

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

x

 

No

o

 

 

 


 

CONTROLS AND PROCEDURES

 

The disclosure provided under “Controls and Procedures” on page 110 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” contained in 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 80 through 81 of Exhibit 99.3, Barrick’s Comparative Audited Consolidated Financial Statements, is incorporated by reference herein.

 

AUDIT COMMITTEE

 

The disclosure provided under “Composition of the Audit Committee” on pages 108 through 109 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.

 

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 “External Auditor Service Fees” on pages 109 through 110 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 109 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 58 to 61 of Exhibit 99.4, 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 page 61 of Exhibit 99.4, Management’s Discussion and Analysis of Financial and Operating Results, is incorporated by reference herein.

 

2


 

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.

 

3


 

INCORPORATION BY REFERENCE

 

The Registrant’s annual report on Form 40-F is incorporated by reference into the Registration Statement on Form F-9 and Form F-3 of the Registrant, Barrick North America Finance LLC and Barrick Gold Financeco LLC (File Nos. 333-151327, 333-151327-02 and 333-151327-01).

 

4


 

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:

Senior Vice President, Assistant General
Counsel and Secretary

 

 

Dated:

March 30, 2009

 

5


 

EXHIBIT INDEX

 

Exhibits

 

Description

99.1

 

Annual Information Form dated as of March 30, 2009

99.2

 

Management’s Report on Internal Control Over Financial Reporting

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, 2008 and 2007 and for the years ended December 31, 2008, 2007 and 2006, together with the Independent Auditors’ report thereon

99.4

 

Barrick Gold Corporation’s Management’s Discussion and Analysis (US GAAP) for the year ended December 31, 2008

99.5

 

Consent of PricewaterhouseCoopers LLP

99.6

 

Consent of PricewaterhouseCoopers LLP

99.7

 

Certification of Aaron W. Regent required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 2002

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

99.9

 

Certification of Aaron W. Regent pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002

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

 

6