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United
States Securities and Exchange Commission
Washington,
D.C. 20549
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Schedule
14D-1F
TENDER
OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
Amendment
No. 1
ARIZONA
STAR RESOURCE CORP.
(Name of Subject Company)
(Jurisdiction of Subject Company’s Incorporation or
Organization)
Common
Shares Without Par Value
(Title of Class of Securities)
(CUSIP Number of Class of Securities (if applicable))
Sybil
E. Veenman
Vice
President, Assistant General Counsel and Secretary
Brookfield
Place, TD Canada Trust Tower
161
Bay Street, Suite 3700
P.O.
Box 212
Toronto,
Ontario, Canada M5J 2S1
(Name, address (including zip code) and telephone number (including
area
code) of
person(s)
authorized to receive notices and communications on behalf of
bidder)
(Date tender offer first published, sent or given to shareholders)
CALCULATION
OF FILING FEE*
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Transaction
Valuation
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Amount
of Filing Fee
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U.S.
$247,577,083
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U.S.
$7,601
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*
Calculated in accordance with Rule 0-11 of the United States Securities Exchange
Act of 1934, as amended, based on (i) the offer price of Cdn. $18.00 per
Common
Share of Arizona Star Resource Corp. and (ii) 12,908,394 Common Shares of
Arizona Star Resource Corp. estimated to be held by United States holders
as of
November 9, 2007, assuming acceptance of the Offer by all such United States
holders of Arizona Star Resource Corp.’s Common Shares. For purposes
of this calculation, Cdn. $1.00 = U.S. $1.0655, which is the inverse of the
Federal Reserve Bank of New York’s Noon Buying Rate for Canadian dollars on
November 9, 2007.
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[×]
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number,
or the Form
or Schedule and the date of its
filing.
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Amount
Previously Paid:
U.S. $7,601
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Registration
No.:
005-82578
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Filing
Party:
Barrick Gold Corporation
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Form:
Schedule 14D-1F
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Date
Filed:
November 9,
2007
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PART
I
INFORMATION
REQUIRED TO BE SENT TO SHAREHOLDERS
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Item
1.
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Home
Jurisdiction Documents
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Offer
and
Circular, dated November 9, 2007, including the Letter of Transmittal and
the
Notice of Guaranteed Delivery.(1)
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Item
2.
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Informational
Legends
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See
“Notice to Shareholders in the United States” inside the front cover of the
Offer and Circular, dated November 9, 2007.(1)
______________________________________
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(1)
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Previously
filed with Bidder’s Schedule 14D-1F (Commission File No. 005-82578) on
November 9, 2007.
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PART
II
INFORMATION
NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The
following documents are filed as
exhibits to this Schedule:
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Exhibit
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Description
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1.1*
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Material
Change Report of Barrick Gold Corporation, dated November 5, 2007,
incorporated by reference to Exhibit 99.1 to Form 6-K (Commission
File No.
001-09059) furnished to the Commission on November 7,
2007.
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1.2*
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Press
Release of Barrick Gold Corporation, dated October 29, 2007, incorporated
by reference to Exhibit 99.2 to Form 6-K (Commission File No. 001-09059)
furnished to the Commission on November 7, 2007.
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1.3
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Notice
Letter by Barrick Gold Corporation, dated November 9,
2007.(1)
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1.4*
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Press
Release of Barrick Gold Corporation, dated December 19, 2007, incorporated
by reference to Exhibit 99.1 to Form 6-K (Commission File No. 001-09059)
furnished to the Commission on December 19, 2007.
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1.5
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Early
Warning Report, dated December 19, 2007, filed by Barrick Gold
Corporation.(2)
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_______________________________________
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*
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Incorporated
by reference.
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(1)
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Previously
filed with Bidder’s Schedule 14D-1F (Commission File No. 005-82578) on
November 9, 2007.
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(2)
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Filed
herewith.
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PART
III
UNDERTAKINGS
AND CONSENT TO SERVICE OF PROCESS
1.
Undertakings
(a) The
bidder undertakes to
make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested
to do so by the Commission staff, information relating to this Schedule or
to
transactions in said securities.
(b) The
bidder undertakes to
disclose in the United States, on the same basis as it is required to make
such
disclosure pursuant to applicable Canadian federal and/or provincial or
territorial laws, regulations or policies, or otherwise discloses, information
regarding purchases of the issuer’s securities in connection with the cash
tender offer covered by this Schedule. Such information shall be set forth
in
amendments to this Schedule.
2.
Consent to Service of Process
(a) On
November 9, 2007, the
bidder filed with the Commission a written irrevocable consent and power
of
attorney on Form F-X.
(b) Any
change to the name
or address of a registrant’s agent for service shall be communicated promptly to
the Commission by amendment to Form F-X referencing the file number of the
registrant.
PART
IV
SIGNATURES
By
signing this Schedule, the bidder
consents without power of revocation that any administrative subpoena may
be
served, or any administrative proceeding, civil suit or civil action where
the
cause of action arises out of or relates to or concerns any offering made
or
purported to be made in connection with the filing on Schedule 14D-1F or
any purchases or sales of any security in connection therewith, may be commenced
against it in any administrative tribunal or in any appropriate court in
any
place subject to the jurisdiction of any state or of the United States by
service of said subpoena or process upon the registrant’s designated
agent.
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.
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BARRICK
GOLD
CORPORATION
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By:
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/s/
Faith
T. Teo
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Name:
Faith
T.
Teo
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Title:
Senior Counsel and Assistant Corporate Secretary
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Date:
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December
20, 2007
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