UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO/A
 
Tender Offer Statement under Section 14(d)1 or 13(e)(1)
of the Securities Exchange Act of 1934
 
(Amendment No. 37)

NOVAGOLD RESOURCES INC.  

(Name of Subject Company (issuer))

BARRICK GOLD CORPORATION  

(Name of Filing Person (offeror))
 
Common Shares  

(Title of Class of Securities)
 
66987E206  

(CUSIP Number of Class of Securities)
 
Sybil E. Veenman
Vice President, Assistant General Counsel, and Secretary
BCE Place, Canada Trust Tower
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Canada M5J 2S1
(416) 861-9911

(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)  

 

 

CALCULATION OF FILING FEE
 
Transaction Valuation (1)	Amount of Filing Fee (2)	
$1,126,464,928	$120,531.75	
 
(1)    Estimated solely for the purpose of calculating the fee in accordance with Rule 0-11 of the Securities Exchange Act of 1934 (the “Exchange Act”). The transaction valuation has been estimated on the basis of the securities to be acquired in the United States only. The number of securities to be acquired in the United States has been estimated on the basis of the aggregate trading volume on the national securities exchanges in the United States over the 12 calendar month period prior to August 1, 2006 as a percentage of the total aggregate volume on the national securities exchanges in both the United States and Canada over the same period.
 
(2)    The amount of the Fee has been calculated in accordance with Rule 0-11 of the Exchange Act and based on (a) 70,404,058, which is the estimated number of NovaGold common shares to be acquired in the United States on a fully diluted basis as of August 3, 2006, and (b) $16.00, which is the per share tender offer price.
 
x
 	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.
 	
 	Amount Previously Paid:         $120,531.75                                    	
 	Form or Registration No.:   Schedule TO                                        	
  	Filing Party:      Barrick Gold Corporation                                        	
 	Date Filed:    August 4, 2006                                                          	
 
o	 
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.	
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 	
 	x	third-party tender offer subject to Rule 14d-1.	
 	o	issuer tender offer subject to Rule 13e-4.	
 	o	going-private transaction subject to Rule 13e-3.	
 	o	amendment to Schedule 13D under Rule 13d-2.	

 

 

This Amendment No. 37 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on August 4, 2006 (as so amended, the “Schedule TO”) filed by Barrick Gold Corporation, a corporation incorporated under the laws of the Province of Ontario (“Barrick”).
 
The Schedule TO relates to the offer by Barrick to purchase all of the issued and outstanding common shares of NovaGold Resources Inc., a company existing under the laws of the Province of Nova Scotia (“NovaGold”), including common shares that may become issued and outstanding after the date of the Offer but before the Expiry Time of the Offer upon the conversion, exchange or exercise of options, warrants or other securities of NovaGold that are convertible into or exchangeable or exercisable for common shares, together with the associated rights issued under the Shareholder Rights Plan of NovaGold (collectively, the “Common Shares”), at a price of US$16.00 cash per Common Share.
 
The Offer is subject to the terms and conditions set forth in Barrick’s offer and related circular, dated August 4, 2006 (the “Offer and Circular”), as supplemented by the Notice of Change in Information, dated September 1, 2006, and as amended and supplemented by the Notice of Extension, dated September 15, 2006 , the Notice of Extension, dated September 29, 2006, the Notice of Extension, dated October 12, 2006, the Notice of Variation and Extension, dated October 25, 2006, the Notice of Variation and Extension, dated November 9, 2006 and the Notice of Extension, dated November 22, 2006.
 
Capitalized terms used herein and not defined herein have the respective meanings assigned to such terms in the Offer and Circular, as supplemented and amended. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.
 
Item 12.   Exhibits.
 
Item 12 of the Schedule TO is amended and supplemented by adding the following:

Exhibit	 	 
Description	
(a)(5)(TT)	 	Early warning report filed pursuant to Canadian securities legislation, dated November 23, 2006	

 

SIGNATURE
 
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.

BARRICK GOLD CORPORATION

 
By:	 	/s/ Sybil E. Veenman	
 Name:	 	Sybil E. Veenman	
  Title:		Vice President, Assistant General
Counsel and Secretary	
 Date:	 	November 23, 2006	

 

 
 
Exhibit	 	
Description	
(a)(5)(TT)	 	Early warning report filed pursuant to Canadian securities legislation, dated November 23, 2006	

 

REPORT UNDER
NATIONAL INSTRUMENT 62-103,
SECTION 111 OF THE SECURITIES ACT (BRITISH COLUMBIA),
SECTION 101 OF THE SECURITIES ACT (ONTARIO),
SECTION 176 OF THE SECURITIES ACT (ALBERTA),
SECTION 92 OF THE SECURITIES ACT (MANITOBA),
SECTION 126 OF THE SECURITIES ACT (NEW BRUNSWICK),
SECTION 102 OF THE SECURITIES ACT (NEWFOUNDLAND AND LABRADOR),
SECTION 107 OF THE SECURITIES ACT (NOVA SCOTIA),
SECTIONS 147.11 OF THE SECURITIES ACT (QUEBEC) AND
SECTION 110 OF THE SECURITIES ACT, 1988 (SASKATCHEWAN)
 
The following information is filed pursuant to the provisions listed above under applicable securities legislation:

 	(a)	the name and address of the offeror:
 	
 	 	Barrick Gold Corporation ("Barrick")
BCE Place, Canada Trust Tower
Suite 3700
161 Bay Street, P.O. Box 212
Toronto, ON M5J 2S1
 	
 	(b)	the designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the report and whether it was ownership or control that was acquired in those circumstances;
 	
 	 	Pursuant to Barrick's offer (the "Offer") to acquire all of the outstanding common shares (the "Shares") of NovaGold Resources Inc. ("NovaGold"), as described in Barrick's offer and circular dated August 4, 2006, as amended and supplemented by the notice of change in information dated September 1, 2006, the notice of extension dated September 15, 2006, the notice of extension dated September 29, 2006, the notice of extension dated October 12, 2006, the notice of variation and extension dated October 25, 2006 and the notice of variation and extension dated November 9, 2006, Barrick took up and accepted for payment 13,231,377 Shares representing approximately 14.4% of the issued and outstanding Shares.

 

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 	(c)	the designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligation to file the report;
 	
 	 	Prior to the acquisition referred to in (b) above, Barrick did not own or control any Shares. Following the acquisition of the 13,231,377 Shares referred to in (b) above, Barrick beneficially owns 13,231,377 Shares, representing approximately 14.4% of the issued and outstanding Shares.
 	
 	(d)	the designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (c) over which:
 	
 	 	(i)	the offeror, either alone or together with any joint actors, has ownership and control;
 	
 	 	 	See (c) above.
 	
 	 	(ii)	th e offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor; and
 	
 	 	 	Not applicable.
 	
 	 	(iii)	the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership;
 	
 	 	 	Not applicable.
 	
 	(e)	the name of the market in which the transaction or occurrence that gave rise to this report took place;
 	
 	 	Not applicable. The shares were acquired pursuant to a take-over bid.
 	
 	(f)	the purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to this report, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer;
 	
 	 	The purpose of the Offer is to acquire all of the outstanding Shares of NovaGold (including those that may become issued and outstanding upon the conversion, exchange or exercise of securities that are convertible into or exchangeable or exercisable for Shares). The Offer currently expires at 9:00 p.m. (Toronto time) on December 6, 2006, unless further extended. Barrick currently intends to acquire all remaining Shares pursuant to its Offer or a subsequent acquisition transaction.	

 

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 	(g)	the general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to this report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities;
 	
 	 	None.
 	
 	(h)	the names of any joint actors in connection with the disclosure required by this report;
 	
 	 	Not applicable.	
 	 	 	
 	(i)	in the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror; and
 	
 	 	The aggregate cash consideration to be paid by Barrick in connection with its purchase of the Shares referred to in (b) above will be US$211,702,032.
 	
 	(j)	if applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements in respect of the reporting issuer's securities.
 	
 	 	Not applicable.    	

 
DATED this 23rd day of November, 2006

 	BARRICK GOLD CORPORATION	

 	 
 	
 	By:  	/s/  Sybil E. Veenman	
 	
Name:   Sybil E. Veenman	
 	Title:     Vice President, Assistant General Counsel & Secretary	

 
EXHIBIT A
 
Please see attached.

 

 
 
PRESS RELEASE – November 22, 2006
 
Barrick Acquires 14% of NovaGold - Extends Bid
 
Barrick Gold Corporation announced today that approximately 13.2 million common shares of NovaGold Resources Inc. had been validly deposited to Barrick's offer to acquire NovaGold, representing over 14% of the outstanding common shares of NovaGold. Barrick has taken up and accepted for payment all of such shares; payment will be made for these shares on or before November 24, 2006. The Company has extended its all-cash US$16.00 per share offer to 9:00 p.m. (Toronto time) on December 6, 2006.
 
Barrick's US$16.00 best and final offer price represents a premium of approximately 37 per cent over both the closing price of the NovaGold common shares on the AMEX on July 21, 2006, the last trading day prior to Barrick's announcement of its intention to make the offer, and the price at which shares were issued under NovaGold’s February 2006 equity offering. The Circular for Barrick's offer to acquire all of the outstanding common shares of NovaGold is available on Barrick’s website at www.barrick.com , from the Canadian System for Electronic Document Analysis and Retrieval at www.sedar.com or on the SEC’s website at www.sec.gov .
 
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 CONTACTS:  	 	 	 	MEDIA CONTACT:  	 	 	
James Mavor  	 	Mary Ellen Thorburn  	 	Vincent Borg  	 	 	
Vice President,  	 	Director,  	 	Senior Vice President,  	 	 	
Investor Relations  	 	Investor Relations  	 	Corporate Communications  	 	 	
Tel: (416) 307-7463  	 	Tel: (416) 307-7363  	 	Tel: (416) 307-7477  	 	 	
Email: jmavor@barrick.com  	 	Email: mthorburn@barrick.com  	 	Email: vborg@barrick.com  	 	 	

 

 

 

 BRRICK GOLD CORPORATION	1	PRESS RELEASE	

 

Additional Information
 
On August 4, 2006, Barrick Gold Corporation filed a tender offer statement related to its tender offer for the outstanding common shares of NovaGold Resources Inc. Investors and security holders of NovaGold are urged to read the tender offer statement, because it contains important information. Investors and security holders of NovaGold may obtain a free copy of the tender offer statement and other documents filed by Barrick Gold Corporation with the SEC at the SEC’s website at www.sec.gov . The tender offer statement may also be obtained for free from Barrick Gold Corporation on its website or by directing a request to Barrick Gold Corporation’s investor relations department.

Forward-Looking Statements
 
Certain information included in this press release, including any information as to our future financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute "forward-looking statements." The words "expect", "will", “intend”, “estimate” and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The Company cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Barrick to be materially different from the Company's estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors include, but are not limited to: changes in the worldwide price of gold or certain other commodities (such as copper, silver, fuel and electricity) and currencies; charges in U.S. dollar interest rates or gold lease rates; risks arising from holding derivative instruments; ability to successfully integrate acquired assets; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; employee relations; the speculative nature of gold exploration and development, including the risks of diminishing quantities or grades of reserves; adverse changes in our credit ration; contests over title to properties, particularly title to undeveloped properties; and the risks involved in the exploration, development and mining business. These factors are discussed in greater detail in the Company’s most recent Form 40-F/Annual Information Form on file with the US Securities and Exchange Commission and Canadian provincial securities regulatory authorities.
     The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

 

 

 

 
 
 BRRICK GOLD CORPORATION	2	PRESS RELEASE