BARRICK MINING CORP — Regulatory Filings 2009

Mar 30, 2009

40-F 1 a09-7005_840f.htm 40-F

*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

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*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.

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*UNDERTAKING AND CONSENT TO SERVICE OF PROCESS*

*A. Undertaking*

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

*B. Consent to Service of Process*

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

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*INCORPORATION BY REFERENCE*

The Registrant’s annual report on Form 40-F is incorporated by reference 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).

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*SIGNATURES*

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

| /s/ SYBIL E.
VEENMAN | |
| --- | --- |
| Name: | Sybil E.
Veenman |
| Title: | Senior Vice
President, Assistant General Counsel and Secretary |
| Dated: | March 30 , 2009 |

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*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

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