Securities Law & Instruments


Two subsidiaries of issuer exempt from requirement to pay participation fee, subject to conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.

Rules Cited

OSC Rule 13-502 Fees (2003), 26 O.S.C.B. 890.



R.S.O. 1990, C. S.5, AS AMENDED AND








(Section 6.1 of the Fee Rule)

UPON the Director having received an application (the "Application") from Barrick Gold Corporation (the "Applicant" or "Barrick"), on its own behalf and on behalf of Barrick Gold Finance Company ("BGFC"), seeking a decision pursuant to section 6.1 of the Fee Rule exempting BGFC from the requirement in section 2.2 of the Fee Rule to pay a participation fee;

AND UPON considering the Application and the recommendation of the staff of the Ontario Securities Commission;

AND UPON the Applicant having represented to the Director as follows:

1. BGFC was formed on July 20, 1998 under the laws of the Province of Nova Scotia.

2. The authorized capital of BGFC consists of 100,000,000 common shares. As of August 30, 2004, all of the issued and outstanding common shares of BGFC were held by affiliates of Barrick.

3. BGFC's assets are comprised of shares of other Barrick affiliates, and call rights, support rights and other rights relating to other Barrick affiliates.

4. BGFC proposes to file a short-form base shelf prospectus (the "Shelf Prospectus") which will permit BGFC to issue debt securities that will be unconditionally and irrevocably guaranteed by Barrick.

5. It is presently intended that any debt securities issued by BGFC under the Shelf Prospectus will be offered only in the United States and will not be listed or posted for trading on any exchange. BGFC has no current intention of accessing the Ontario capital markets in the future by offering securities of BGFC to the public in Ontario.

6. Following issuance of a receipt for the Shelf Prospectus, BGFC will be a reporting issuer in the Province of Ontario.

7. BGFC has obtained an order exempting BGFC from National Instrument 51-102 - Continuous Disclosure Obligations (the "BGFC Continuous Disclosure Requirements"), subject to certain conditions.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS THE DECISION of the Director, pursuant to section 6.1of the Fee Rule, that BGFC is exempt from the requirement in section 2.2 of the Fee Rule to pay a participation fee for each of its financial years, for so long as:

(a) BGFC continues to be exempt from the BGFC Continuous Disclosure Requirements,

(b) all of the equity securities of BGFC continue to be held beneficially, directly or indirectly, by Barrick,

(c) Barrick is a reporting issuer in Ontario,

(d) Barrick has paid its participation fee pursuant to section 2.2 of the Fee Rule, and in calculating such fee has included the market value of each class or series of corporate debt of BGFC outstanding at the relevant time, and

(e) Barrick does not issue any securities of BGFC to the public, except for debt securities issued under the Shelf Prospectus that are (i) offered only in the United States, (ii) unconditionally and irrevocably guaranteed by Barrick, and (iii) and not listed or posted for trading on any exchange (a "Permitted Issuance"),

provided further that upon any further issuance of securities to the public of BGFC (other than a Permitted Issuance), a participation fee shall be immediately paid by BGFC in respect of the financial year during which such securities are issued (such fee to be pro rated to reflect the number of entire months remaining in such financial year) and in respect of subsequent financial years during which such securities remain outstanding.

October 20, 2004.

"Iva Vranic"