each of which is incorporated by reference into this Prospectus. These are not the only risks and uncertainties that we face. Additional risks not presently known to us or that we currently
consider immaterial may also materially and adversely affect us. If any of the events identified in these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially harmed.
In addition, prospective purchasers of Securities should carefully consider, in light of their own financial
circumstances, the risk factors set out below, as well as the other information contained in this Prospectus (including the documents incorporated by reference herein) and in all subsequently filed documents incorporated by reference and
those described in a Prospectus Supplement relating to a specific offering of Securities, before making an investment decision.
There is no existing
public market for the Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units and a market may not develop.
There is currently no market through which the Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or
Units may be sold and purchasers of Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units may not be able to resell such Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units purchased
under this Prospectus. There can be no assurance that an active trading market will develop for the Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units after an offering or, if developed, that such market will be
sustained. This may affect the pricing of the Debt Securities, Subscription Receipts, Warrants, Share Purchase Contracts or Units in the secondary market, the transparency and availability of trading prices, the liquidity of the Debt Securities,
Subscription Receipts, Warrants, Share Purchase Contracts or Units and the extent of issuer regulation.
The public
offering prices of the Securities may be determined by negotiation between Barrick and underwriters, dealers or agents based on several factors and may bear no relationship to the prices at which the Securities will trade in the public market
subsequent to such offering, if any public market develops. See Plan of Distribution.
Prevailing interest rates will affect the market
price or value of the Debt Securities.
The market price or value of the Debt Securities will decline as prevailing
interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.
The Debt
Securities will not be secured by assets of Barrick.
Holders of secured indebtedness of Barrick would have a claim on
the assets securing such indebtedness that effectively ranks prior to the claim of holders of Debt Securities and would have a claim that ranks equal with the claim of holders of senior Debt Securities and senior to the claim of holders of
subordinated Debt Securities to the extent that such security did not satisfy the secured indebtedness. Furthermore, although covenants given by Barrick in various agreements may restrict incurring secured indebtedness, such indebtedness may,
subject to certain conditions, be incurred by us in the future.
Subordination.
The Debt Securities will be senior or subordinated indebtedness as described in the relevant Prospectus Supplement. In the
event of the insolvency or winding-up of Barrick, any subordinated Debt Securities would be subordinated and postponed in right of payment to the prior payment in full of all other liabilities and indebtedness
of Barrick, other than indebtedness that, by its terms, ranks equally with, or subordinate to, such subordinated Debt Securities.
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