Placer Dome, meanwhile, said its board of directors would meet to consider what Barrick's spokesman called a ''friendly unsolicited offer.'' Placer Dome said in a statement that it would not comment until it completes a review of Barrick's offer.

Barrick spokesman Vincent Borg said the company's headquarters would remain in Toronto and the merger could result in staff cuts. ''There may be, but it is too early to specifically know if or where,'' Borg said in a telephone interview.

Barrick owns the Mercur mine in Tooele County, which thrived a century ago but is closed and reclaimed. The company's Utah operations now are limited to a regional office in Salt Lake City that oversees Barrick's North American operations and its environmental programs worldwide.

While saying it is too early to speculate about the details of merging Barrick's operations with Placer Dome, Borg told The Salt Lake Tribune "our regional office is an important nerve center. We don't expect any changes to occur to our Salt Lake office. If anything, the team there will be augmented."

The deal between Toronto-based Barrick and Placer Dome is, in part, driven by rising costs of drawing gold from the ground and processing it.

''Many mines for both companies are in similar regions, so there is the chance to lower costs and share engineering services,'' said George Albino, analyst with Orion Securities a Canadian investment firm.

Orion's Albino added: ''All large cap gold companies have grown principally by acquisition.''

Barrick, which entered the gold mining business in 1983, has made a series of acquisitions starting with Lac Minerals Ltd in 1994, giving it a presence in Chile and Argentina. A 1996 purchase of Arequipa Resources Ltd. offered Peruvian exploration properties and in 1999, Barrick snapped up Sutton Resources Ltd., giving it a presence in Africa. In 2000, the Toronto mining company bought Pangea Goldfields Inc., a company with properties in Tanzania, Canada and Peru.

In 2001, Barrick bought Homestake Mining Co., adding mines in North and South America as well as Australia.

Under the proposed deal, Placer Dome's shareholders would get $20.50 in cash, or a combination of 0.7518 of a Barrick common share plus 5 cents in cash, for each Placer Dome share.

The offer represents a 24 percent premium over Placer Dome's closing price Friday, and a 27 percent premium over its average closing price over the last 10 days.

Shares of Vancouver-based Placer Dome, the world's fifth-biggest gold producer by 2004 output, rose $3.84, or 20 percent, to C$23.33 on the Toronto Stock Exchange. In New York Stock Exchange composite trading, the stock rose 21 percent to $19.95.

Barrick said it will pay a maximum $1.22 billion in cash and issue a maximum 303 million shares under the deal.

The value of the deal increases to $9.5 billion if all Placer Dome convertible debt securities and stock options are converted to common shares, Barrick said.