United States Securities and Exchange Commission
Washington, D.C. 20549	
 
Form 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of:  November, 2007	Commission File Number: 1-9059	

BARRICK GOLD CORPORATION  

(Translation of registrant’s name into English)
 
Brookfield Place, Canada Trust Tower
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Canada M5J 2S1  

(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F [ ]                                Form 40-F [X]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
 
                                                                                                                             Yes [ ]                                           No [X]
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____.

DOCUMENTS INCORPORATED BY REFERENCE
 
 The Material Change Report, dated November 5, 2007 (Exhibit 1 of this Form 6-K), and the related press release, dated October 29, 2007 (Exhibit 2 of this Form 6-K), both furnished to the Commission on November 7, 2007, are incorporated by reference into the Registrant’s registration statement on Form F-3 (No. 333-14148).

 

SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, Barrick Gold Corporation, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 	BARRICK GOLD CORPORATION

 	By:	/s/ Faith T. Teo	 	
 	 	Name: Faith T. Teo	 	
 	 	Title:   Senior Counsel and Assistant Corporate Secretary	 	

Date:    November 6, 2007	                   	

 
 
EXHIBIT 1
 
Form 51-102F3
 
MATERIAL CHANGE REPORT
 
Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations
 
ITEM 1:                      REPORTING ISSUER
 
      Barrick Gold Corporation
      Brookfield Place
      TD Canada Trust Tower
      161 Bay Street, Suite 3700
      P.O. Box 212
      Toronto, ON  M5J 2S1
 
ITEM 2:                      DATE OF MATERIAL CHANGE
 
      October 29, 2007
 
ITEM 3:                      PRESS RELEASE
 
      A press release was issued by Barrick Gold Corporation ("Barrick") on October 29, 2007.
 
ITEM 4:                      SUMMARY OF MATERIAL CHANGE
 
     Barrick has announced that it will make an offer for all the outstanding shares of Arizona Star Resource Corp. (" Arizona Star ") for CDN $18.00 in cash per share.  Barrick has also announced that is has entered into a support agreement with Arizona Star, pursuant to which the board of directors of Arizona Star has agreed to support Barrick's offer.
 
ITEM 5:                      FULL DESCRIPTION OF MATERIAL CHANGE
 
      Please see press release attached hereto.
 
ITEM 6:                       RELIANCE ON SUBSECTION 7.1(2) or (3) of NATIONAL
                                     INSTRUMENT 51-102

      Not applicable.
 
ITEM 7:                      OMITTED INFORMATION
 
      Not applicable.

 
 
ITEM 8:                      SENIOR OFFICER
 
      The following senior officer of Barrick is knowledgeable about the material change and this report:
 
     Sybil E. Veenman
      Vice-President, Assistant General Counsel and Corporate Secretary
     (416) 307-7470
 
ITEM 9:                      STATEMENT OF SENIOR OFFICER
 
      The foregoing accurately discloses the material change referred to herein.
 
      DATED at Toronto, Ontario this 5 th day of November, 2007.

 	 	 	 	
 	by	(signed) Sybil E. Veenman	 	
 	 	Sybil E. Veenman	 	
 	 	Vice-President, Assistant General Counsel and Corporate Secretary	 	

 

-2-

EXHIBIT 2

PRESS RELEASE – October 29, 2007

Barrick Reaches Friendly Cash Deal To Acquire Arizona Star -
51% Interest in Cerro Casale Project in Chile To Be Added to Pipeline

Barrick Gold Corporation announced today that it has entered into a support agreement with Arizona Star Resource Corp. under which Barrick has agreed to make an offer to acquire all of Arizona Star's common shares for Cdn$18.00 in cash per share. The offer price represents a 27% premium over Arizona Star’s 20-day volume weighted average trading price on the TSX, and values Arizona Star at approximately Cdn$773 million on a fully diluted basis.

 The Barrick offer has been unanimously approved by the board of directors of Arizona Star. All of the directors and officers of Arizona Star have entered into a written agreement to tender their shares to Barrick's offer.

 Barrick has also entered into a lock-up agreement with Arizona Star’s largest shareholder, FCMI Resources Ltd., pursuant to which FCMI has agreed, among other things, to tender its Arizona Star shares to Barrick's offer. The shares held by FCMI and the directors and officers of Arizona Star represent, in aggregate, approximately 35% of the outstanding shares on a fully diluted basis.

 The support agreement gives Barrick the right to match any superior proposal and includes customary non-solicitation covenants. In addition, in certain circumstances if Barrick's offer is not successfully completed, Arizona Star will be required to pay a termination fee of Cdn$27 million.

 Arizona Star owns a 51% interest in the Cerro Casale deposit in the Maricunga district of Region III in Chile; Kinross owns the remaining 49%. Cerro Casale is one of the world’s largest undeveloped gold and copper deposits.

 “Cerro Casale is an attractive, long-life asset that we look forward to adding to our unrivalled project pipeline,” said Greg Wilkins, Barrick President and Chief Executive Officer. “Cerro Casale will be a very complementary addition with potential synergies for our asset base in Chile where we have been operating for well over a decade. We are pleased to have reached a friendly agreement in the current circumstances which are conducive to the project moving forward.”

 Barrick’s assets in the region include the Zaldívar copper mine in Chile, the Pascua-Lama gold-silver project in Chile/Argentina, the Veladero gold mine in Argentina, and the Lagunas Norte and Pierina gold mines in Peru.

 James S. Anthony, Chairman of Arizona Star said: “Our Board is very pleased with this attractive premium and is unanimously recommending Barrick’s offer to our shareholders.”

 Full details of Barrick's offer will be included in the take-over bid circular that is expected to be mailed to Arizona Star shareholders in the coming weeks. Barrick's obligation to acquire shares pursuant to the offer will be subject to certain customary conditions, including there having been validly deposited at the expiry of the offer shares constituting at least  66 2/3% of the common shares of Arizona Star on a fully-diluted basis.

BARRICK GOLD CORPORATION                                                      1                                                          PRESS RELEASE

 
 Barrick has engaged Davies Ward Phillips & Vineberg LLP as its legal advisors in connection with this transaction. Citigroup Global Markets Inc. is acting as financial advisor to Arizona Star’s Special Committee and Fraser Milner Casgrain LLP and Dorsey & Whitney LLP are acting as its legal advisors in connection with this transaction.

Barrick’s vision is to be the world’s best gold company by finding, acquiring, developing and producing quality reserves in a safe, profitable and socially responsible manner.

INVESTOR CONTACT:
 Deni Nicoski  
Vice President,
Investor Relations
Tel:  (416) 307-7410
Email:   dnicoski@barrick.com	MEDIA CONTACT: 
Vincent Borg
Senior Vice President,
Corporate Communications
Tel:  (416) 307-7477
Email:   vborg@barrick.com	

 

 
 
BARRICK GOLD CORPORATION                                                                                                     2                                                                                                           PRESS RELEASE