Vice
President, Assistant General Counsel, and Secretary
BCE
Place, Canada Trust Tower
161
Bay Street, Suite 3700
P.O.
Box 212
Toronto,
Canada M5J 2S1
(416)
861-9911
(Name,
address (including zip code) and telephone number (including area code)
of
person(s)
authorized to receive notices and communications on behalf of filing
person)
This
Amendment
n.22 amends and supplements the Tender Offer Statement on Schedule TO (as
previously amended, the “Schedule TO”) filed with the U.S. Securities and
Exchange Commission (the “SEC”) on November 10, 2005 by Barrick Gold Corporation
(“Barrick”).
The
Schedule TO relates to the offer (the “Offer”) by Barrick to purchase (i) all
outstanding common shares (including those that are subject to CHESS Depositary
Interests and International Depositary Receipts) of Placer Dome Inc. (“Placer
Dome”), which includes common shares that may become outstanding after the date
of the offer but before the expiry time of the offer upon conversion, exchange
or exercise of options or convertible debentures or other securities of Placer
Dome that are convertible into or exchangeable for common shares and (ii)
the
associated rights issued under the Shareholders Rights Plan of Placer Dome
(collectively, the “Shares”), at a price of, at the election of the shareholder
of Placer Dome: (a) US$22.50, in cash for each Share; or (b) 0.8269 of a
Barrick
common share and US$0.05 in cash for each Share, in each case subject to
proration.
The
Offer
is subject to the terms and conditions set forth in the Offer and Circular
dated
November 10, 2005 (the “Offer and Circular”) and the related Letter of
Transmittal, filed as Exhibits 1.1 and 1.2, respectively, to the initial
Schedule TO, as amended by the notice of variation and extension dated January4, 2006 (the “First Notice”) and by the notice of extension and subsequent
offering period dated January 20, 2006 (the “Second Notice”) filed,
respectively, as Exhibit 1.6 and Exhibit 1.8 to Schedule TO.
Capitalized
terms used herein and not defined herein have the respective meaning assigned
to
such terms in the Offer and Circular, as amended by the First Notice and
the
Second Notice.
Item
4, 8 and 11
Items
4
(Terms of the Transaction), 8 (Interest in Securities of the Subject Company)
and 11 (Additional Information) of the Schedule TO are hereby amended and
supplemented to include the following:
At
6:00
p.m. (Toronto time) on February 3, 2006, the Offer has expired. As of the
same date Barrick has taken up and accepted for payment an additional 61
million
common shares of Placer Dome that were tendered to the Offer after January19,2006, which represent approximately 14% of the outstanding shares of Placer
Dome. Together with the approximately 358 million shares of Placer Dome
taken up
by Barrick on January 19, 2006, Barrick now owns approximately 419 million
shares, representing approximately 94% of the outstanding shares of Placer
Dome.
Since
the
Offer has been accepted by holders of more than 90% of the shares, Barrick
intends to exercise its right to acquire the remaining 25 million outstanding
shares of Placer Dome pursuant to a compulsory acquisition under the
Canada
Business Corporations Act,
as
described in the Offer and Circular. Barrick expects to complete that compulsory
acquisition within the next 30 days.
On
February 6, 2006, Barrick issued a press release announcing the final results
of
the Offer. The full text of the press release is filed as Exhibit (a)(22)(1.1)
hereto and is incorporated by reference herein.
Item
12 Exhibits
As
permitted by General Instruction F to Schedule TO, Item 12 of the Schedule
TO is
hereby amended and supplemented to include:
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
