0001193125-12-173140 Sample Contracts

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated as of April 3, 2012 between Barrick Gold Corporation and Citigroup Global Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC as Representatives of the several Initial Purchasers
Exchange and Registration Rights Agreement • April 20th, 2012 • Barrick Gold Corp • Gold and silver ores • New York

This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of April 3, 2012, between Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Issuer”), on the one hand, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Issuer’s 3.850% Notes due 2022 and the Issuer’s 5.250% Notes due 2042 (collectively, the “Securities”).

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BARRICK GOLD CORPORATION DEBT SECURITIES PURCHASE AGREEMENT
Debt Securities Purchase Agreement • April 20th, 2012 • Barrick Gold Corp • Gold and silver ores

This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the Notes or the offering. This communication does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

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