Barrick Gold Corporation - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Alberta).

States Cited

Business Corporations Act, R.S.O. 1990, c.B.16, as am., s. 181.

Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as am.

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

THE REGULATION MADE

UNDER THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, C. B.16, AS AMENDED (the OBCA)

ONTARIO REGULATION 289/00 (the Regulation )

AND

IN THE MATTER OF

BARRICK GOLD CORPORATION (the Filer)

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of the Filer to the Ontario Securities Commission (the Commission) requesting consent (the Request) from the Commission for the Filer to continue in another jurisdiction (the Continuance), as required by subsection 4(b) of the Regulation;

AND UPON considering the Request and the recommendation of the Staff of the Commission;

AND UPON the Filer having represented to the Commission that:

1. The Filer is a corporation governed by the OBCA. Its head office is located at BCE Place, Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, Ontario, M5J 2S1.

2. The Filer is an offering corporation under the OBCA and a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the Act). The Filer is also a reporting issuer or its equivalent in each other province and territory of Canada (the Jurisdictions).

3. The authorized capital of the Filer consists of (i) an unlimited number of common shares, (ii) an unlimited number of first preferred shares, issuable in series, and (iii) an unlimited number of second preferred shares, issuable in series. As at March 16, 2006, the Filer had 861,262,874 common shares and one first preferred share series C special voting share outstanding.

4. The Filer's common shares are listed and posted for trading on the Toronto Stock Exchange (the TSX), the New York Stock Exchange, the London Stock Exchange, Euronext Paris and the SWX Swiss Exchange.

5. The Filer is proposing to submit an application to the Director under section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended (the ABCA).

6. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

7. The Filer is not in default under any provision of the Act or the regulations of the Act, nor under the securities legislation of any of the Jurisdictions. The Filer is not included in a list of defaulting reporting issuers maintained by the Commission or any of the Jurisdictions.

8. The Filer is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.

9. The Filer intends to remain a reporting issuer under the Act and a reporting issuer or its equivalent in the Jurisdictions after the Continuance.

10. The Application for Continuance is to be submitted for approval by the shareholders of the Filer by special resolution at the Annual and Special Meeting of shareholders of the Filer (the Meeting) scheduled to be held on May 4, 2006.

11. Pursuant to Section 185 of the OBCA, all shareholders of record of the Filer as of the record date for the Meeting are entitled to dissent rights with respect to the Application for Continuance (the Dissent Rights).

12. The management information circular of the Filer dated March 24, 2006 (the Circular) has been sent to all shareholders in connection with the Meeting and advises the shareholders of the Filer of their Dissent Rights.

13. The Continuance has been proposed so that the Filer can undertake an internal reorganization that will enable it to complete the sale of certain assets, acquired as part of its recent acquisition of Placer Dome Inc. (Placer Dome), to Goldcorp Inc. on a tax-efficient basis, and potentially facilitate the integration of Placer Dome's other assets into the Filer's corporate group, as more fully described in the Circular.

14. The Filer will amalgamate with Placer Dome under the ABCA pursuant to a plan of arrangement and the amalgamated corporation will seek to be continued from Alberta to Ontario.

15. The material rights, duties and obligations of a corporation governed by the ABCA are substantially similar to those of a corporation governed by the OBCA.

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

THE COMMISSION HEREBY CONSENTS to the continuance of the Filer as a corporation under the ABCA.

Dated April 21, 2006

"Carol S. Perry"

"Suresh Thakrar"