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United
States Securities and Exchange Commission
Washington,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
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ARIZONA
STAR RESOURCE CORP.
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(Name
of Issuer)
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Common
Shares Without Par Value
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(Title
of Class of Securities)
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04059G106
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(CUSIP
Number)
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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
(800)
720-7415
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
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December
19, 2007
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(Date
of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule
13G to
report the acquisition that is the subject of this Schedule 13D,
and is
filing this schedule because of
§§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box [ ].
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NOTE:
Schedules filed in paper format shall include a signed original
and five
copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
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The
remainder of this cover page shall be filled out for a reporting
person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
that
would alter disclosures provided in a prior cover page.
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The
information required on the remainder of this cover page shall
not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of
the Act (however, see the
Notes).
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CUSIP
No.
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04059G106
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(1)
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Name
of Reporting Person Barrick Gold
Corporation
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(2)
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Check
the Appropriate Box If a Member of a Group
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(a) [ ]
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(b) [ ]
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(3)
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SEC
Use Only
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(4)
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Source
of
Funds WC
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(5)
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) [ ]
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(6)
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Citizenship
or Place of
Organization Ontario,
Canada
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Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With
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(7)
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Sole
Voting Power
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40,677,282
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(8)
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Shared
Voting Power
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0
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(9)
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Sole
Dispositive Power
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40,677,282
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(10)
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Shared
Dispositive Power
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0
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(11)
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Aggregate
Amount Beneficially Owned by Reporting
Person
40,677,282
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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(13)
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Percent
of Class Represented by Amount in Row
(11) 94.7%
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(14)
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Type
of Reporting
Person CO
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Item
1.
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Security
and Issuer
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This
statement on Schedule 13D relates to the common shares without
par value
of Arizona Star Resource Corp., a corporation existing under the
Business
Corporations Act (British Columbia, Canada), as amended, (“Arizona
Star”). The principal executive office of Arizona Star is
located at 401 Bay Street, Suite 2700, P.O. Box 152, Toronto, Ontario,
Canada M5H 2Y4.
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Item
2.
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Identity
and Background
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The
name of the person filing this statement is Barrick Gold Corporation,
a
corporation existing under the Business Corporations Act (Ontario,
Canada), as amended, resulting from the amalgamation of Barrick
Gold
Corporation and Placer Dome Inc. on May 9, 2006 (“Barrick”). The principal
office and principal place of business of Barrick are located at
Brookfield Place, TD Canada Trust Tower, Suite 3700, 161 Bay Street,
P.O.
Box 212, Toronto, Ontario, Canada M5J 2S1. Barrick’s principal business is
gold mining.
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During
the last five years, neither Barrick nor, to Barrick’s knowledge, any
person listed in Annex A (“Information Concerning Directors and Executive
Officers of Barrick”) has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a
party to any judicial or administrative body of competent jurisdiction
and
as a result of such proceeding has been or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or
mandating activities subject to, federal or state securities laws
or
finding any violation with respect to such laws.
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The
information set forth in Annex A regarding the directors and executive
officers of Barrick is incorporated herein by
reference.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The
information set forth in the Offer and Circular (as defined below)
under
the heading “Source of Funds” is incorporated herein by
reference.
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Item
4.
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Purpose
of Transaction
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Barrick
acquired the Common Shares that are the subject of this statement
as a
result of a cash tender offer (the “Offer”) made pursuant to the tender
offer statement on Schedule 14D-1F (the “Schedule 14D-1F”) filed with the
U.S. Securities and Exchange Commission (the “Commission”) by Barrick on
November 9, 2007.
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| The purpose of the Offer was to acquire all of the issued and outstanding common shares of Arizona Star, together with the associated rights issued under the shareholder rights plan of Arizona Star (together the “Common Shares”), at a purchase price of Cdn. $18.00 cash per Common Share, upon the terms and subject to the conditions set forth in the offer and circular (the “Offer and Circular”), dated as of November 9, 2007, and in the related letter of transmittal, which were filed with the Commission as a part of the Schedule 14D-1F and are incorporated herein by reference. | |
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The
Offer expired at 8:00 p.m. (Toronto time) on December 18, 2007.
Barrick
currently intends to acquire all remaining Common Shares pursuant
to a
compulsory transaction, which is described in the Offer and Circular
under
the heading “Acquisition of Common Shares Not Deposited” and is
incorporated herein by reference. In addition, the information
set forth in the Offer and Circular under the headings “Support
Agreement”, “Purpose of the Offer and Plans for Arizona Star” and “Effect
of the Offer on Market for and Listing of Common Shares and Status
as a
Reporting Issuer” is incorporated herein by reference.
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Item
5.
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Interest
in Securities of the Issuer
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(a)-(b)
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The
responses of Barrick to Rows (7) through (13) of the cover page
of this
statement are incorporated herein by reference.
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Neither
Barrick nor, to Barrick’s knowledge, any person listed in Annex A, has
beneficial ownership of any Common Shares, except as described
in this
statement.
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(c)
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Pursuant
to the Offer, Barrick took up and accepted for payment 40,677,282
Common
Shares, which were all the Common Shares validly deposited pursuant
to the
Offer and not withdrawn as of such time. These Common Shares represent
approximately 94.7% of the Common Shares (after giving effect to
the
exercise of all outstanding stock options). Barrick paid Cdn. $18.00
per
Common Share.
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Neither
Barrick nor, to Barrick’s knowledge, any person listed in Annex A has
effected any transaction in Common Shares during the 60 days preceding
the
date hereof, except as described in this statement.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
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Neither
Barrick nor, to Barrick’s knowledge, any person listed in Annex A have any
contracts, arrangements, understandings or relationships (legal
or
otherwise) with any person with respect to any securities of Arizona
Star.
The information set forth in the Offer and Circular under the heading
“Agreements, Arrangements or Understandings” is incorporated herein by
reference.
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Item
7.
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Material
to be Filed as Exhibits
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Exhibit
No.
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Description
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99.1
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Tender
offer statement on Schedule 14D-1F (including the Offer and Circular),
dated November 9, 2007, filed with the Commission by Barrick on
November
9, 2007 and incorporated herein by reference (Commission File No.
005-82578).
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99.2
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Support
Agreement between Barrick and Arizona Star, dated October 28,
2007.
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| Date: December 27, 2007 | BARRICK GOLD CORPORATION | ||
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By:
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/s/ Faith T. Teo | |
| Name Faith T. Teo | |||
| Title Senior Counsel and | |||
| Assistant Corporate Secretary | |||
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Name
Residence/Citizenship
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Position
with Barrick
Present
principal occupation or employment and name, principal business
and
address of corporation or organization in which employment is conducted |
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Howard
L. Beck, Q.C.
Toronto,
Ontario/Canada
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Director.
Corporate
Director.
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C.
William D. Birchall
Toronto,
Ontario/United Kingdom
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Vice
Chairman and Director.
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Donald
J. Carty, O.C.
Dallas,
Texas/United States &
Canadian (dual) |
Director.
Vice
Chairman and Chief Financial Officer, Dell, Inc., a computer company,
One
Dell Way, Sted, Round Rock, Texas, United States 78682. |
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Gustavo
Cisneros
Caracas,
Venezuela/Venezuela &
Spain (dual) |
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Director.
Chairman
and Chief Executive Officer, Cisneros Group of Companies, a privately
held group of media, technology and consumer products companies, Cisneros Group, c/o Highgate Properties Inc., 36 East 61st Street, New York, New York, United States 10065. |
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Marshall
A. Cohen, O.C.
Toronto,
Ontario/Canada
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Director.
Counsel,
Cassels, Brock & Blackwell LLP, barristers and solicitors, 2100 Scotia
Plaza,
40 King Street West, Toronto, Ontario, Canada M5H 3C2.
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Peter
A. Crossgrove, O.C.
Toronto,
Ontario/Canada
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Director.
Corporate
Director.
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John
W. Crow
Toronto,
Ontario/Canada
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Director.
President,
J&R Crow Inc., an economic consulting firm, c/o Lawrence & Company
Inc.,
Lawrence Asset Management Inc., 220 Bay Street, Suite 1500, Toronto,
Ontario,
Canada M5J 2W4.
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Robert
M. Franklin
Toronto,
Ontario/Canada
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Director.
President,
Signalta Capital Corporation, a private investment firm, 154 University
Avenue,
Suite 510, Toronto, Ontario, Canada M5H 3Y9.
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Peter
C. Godsoe, O.C.
Toronto,
Ontario/Canada
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Director.
Corporate
Director.
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J.
Brett Harvey
Venetia,
Pennsylvania/United
States |
Director.
President
and Chief Executive Officer, CONSOL Energy Inc., a producer of
coal,
gas
and electricity, 1800 Washington Rd, Pittsburgh, Pennsylvania,
United
States 15241.
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The
Right Honourable Brian Mulroney, P.C., C.C., LL.D.
Westmount,
Quebec/Canada
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Director.
Senior
Partner, Ogilvy Renault LLP, barristers and solicitors, Suite 1100,
1981
McGill
College Avenue, Montréal, Quebec, Canada H3A 3C1.
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Anthony
Munk
New
York, New York/Canada
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Director.
Managing
Director, Onex Investment Corp., a diversified manufacturing,
technology
and services company, Onex Investment Corp., 712 Fifth Ave., 40th
Floor,
New York, New York, United States 10019.
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Peter
Munk, O.C.
Toronto,
Ontario/Canada
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Founder
and Chairman.
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Steven
J. Shapiro
Houston,
Texas/United States
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Director.
Corporate
Director.
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Gregory
C. Wilkins
Toronto,
Ontario/Canada
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President,
Chief Executive Officer and Director.
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Alexander
J. Davidson
Toronto,
Ontario/Canada
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Executive
Vice President, Exploration and Corporate
Development.
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Gordon
F. Fife
Toronto,
Ontario/Canada
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Executive
Vice President, Organizational Effectiveness.
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Patrick
J. Garver
Toronto,
Ontario/United States
&
Canada (dual)
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Executive
Vice President and General Counsel.
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Peter
J. Kinver
Toronto,
Ontario/United Kingdom
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Executive
Vice President and Chief Operating Officer.
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Jamie
C. Sokalsky
Toronto,
Ontario/Canada
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Executive
Vice President and Chief Financial Officer.
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Gregory
A. Lang
Salt
Lake City, Utah/United States
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President,
North America, 136 East South Temple, Suite 1300, Salt Lake City,
Utah,
United States 84111.
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Igor
Gonzales
Santiago,
Chile/Peru
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President,
South America, Ricardo Lyon 222, Piso 8, Providencia Santiago,
Chile.
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Joc
O’Rourke
Perth,
Western Australia/Australia
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President,
Australia-Pacific, 10th
Floor, 2
Mill St., Perth, Western Australia,
Australia
6000.
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Vincent
Borg
Toronto,
Ontario/Canada
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Senior
Vice President, Corporate Communications.
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Kelvin
Dushnisky
Toronto,
Ontario/Canada
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Senior
Vice President, Corporate
Affairs.
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