This announcement is neither an offer to purchase nor a solicitation of an offer to sell any securities of NovaGold Resources Inc.
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NOTICE OF OFFER TO PURCHASE FOR CASH
All of the outstanding Common Shares
of
NOVAGOLD RESOURCES INC.
on the basis of
US$14.50 for each Common Share
by
BARRICK GOLD CORPORATION |
Barrick
Gold Corporation (
“Barrick”) is offering (the
“Offer”) to purchase all of the
issued and outstanding common shares of NovaGold Resources Inc. (
“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 (the
“SRP Rights”) issued under the shareholder rights plan
agreement dated
April 21, 2006 between NovaGold and Computershare Investor Services Inc.
(collectively, the
“Common Shares”), at a price of US$14.50 cash per Common Share. The Offer,
which is subject to certain conditions, is set forth in the offer to purchase and related offering
circular dated
August 4, 2006 (the
“Circular”), a copy of which is being filed with the securities
regulatory authorities in Canada and with the United States Securities and Exchange Commission and
which should be made available by such authorities through the Internet at
www.sedar.com and
www.sec.gov, respectively.
The Offer is open for acceptance until 6:00 p.m. (Toronto time) on September 15, 2006 (the “Expiry
Time”), unless the Offer is extended (in which case the term “Expiry Time” will mean the latest
time and date at which the Offer expires) or withdrawn.
The Offer is subject to certain conditions that are described in the Circular, including there
having been validly deposited under the Offer and not withdrawn at the Expiry Time such number of
Common Shares that constitutes at least 50.1% of the Common Shares then outstanding (calculated on
a fully diluted basis) and the provisions of NovaGold’s shareholder rights plan being waived or
invalidated. Subject to applicable laws, Barrick reserves the right to withdraw the Offer and to
not take up and pay for any Common Shares deposited under the Offer unless each of the conditions
of the Offer is satisfied or waived at or prior to the Expiry Time. Barrick further reserves the
right to offer a subsequent offering period, which is an additional period of time following the
expiration of the initial offering period (i.e. a period of time starting after the first date upon
which Common Shares are taken up by Barrick) during which holders of Common Shares (“Shareholders”)
may accept the Offer. Barrick may elect to extend the Offer or offer a subsequent offering period
by giving notice of such extension or subsequent offering period to the Shareholders, a copy of
which will be filed with the securities regulatory authorities in Canada and with the United States
Securities and Exchange Commission.
The Common Shares are listed on the Toronto Stock Exchange and the American Stock Exchange
(
“AMEX”) under the symbol
“NG”. The closing price of the Common Shares on the AMEX on
July 21,
2006, the last trading day prior to the announcement of Barrick’s intention to make the Offer, was
US$11.67.
The Offer represents a premium of 24% over the July 21, 2006 closing price of the Common
Shares on the AMEX.
The Offer may be accepted by delivering to CIBC Mellon Trust Company (the “Depositary”) or Mellon
Investor Services LLC (the “US Forwarding Agent”), at or prior to the Expiry Time: (a)
certificate(s) representing the Common Shares to be accepted; (b) a properly completed and
executed letter of transmittal (the “Letter of Transmittal”); and (c) all other documents required
by the instructions set out in the Letter of Transmittal. The Letter of Transmittal will accompany
the Offer and will specify the offices of the Depositary and US Forwarding Agent at which valid
deposits under the Offer may be made. Alternatively, Shareholders may accept the Offer (1) by
following the procedures for book-entry transfer of Common Shares established by CDS or DTC; or
(2) by following the procedure for guaranteed delivery and using a notice of guaranteed delivery
(the “Notice of Guaranteed Delivery”), each as described in the Offer and Circular. Shareholders
whose Common Shares are registered in the name of an investment advisor, stockbroker, bank, trust
company or other nominee should immediately contact that nominee for assistance if they wish to
accept the Offer in order to take the necessary steps to be able to deposit such Common Shares
under the Offer.
Common Shares deposited under the Offer will be deemed withdrawn upon receipt by the Depositary or
the US Forwarding Agent, as applicable, of a written or printed copy of the notice of withdrawal
which specifies the name of the depositing Shareholder, the number of Common Shares to be
withdrawn and the name of the registered holder, if different from that of the depositing
Shareholder, (i) at any time before the Common Shares have been taken up by Barrick under the
Offer (including any Common Shares deposited during any subsequent offering period), (ii) if the
Common Shares have not been paid for by Barrick within three business days after having been taken
up, (iii) up until the tenth day following the day Barrick files a notice announcing that it has
changed or varied the Offer unless, among other things, prior to filing the notice Barrick had
taken up the Common Shares or the change in the Offer consists solely of an increase in the
consideration offered and the Offer is not extended for more than ten days or the change in the
Offer consists solely of the waiver of a condition of the Offer, and (iv) if Barrick has not taken
up the Common Shares within 60 days of the commencement of the Offer, at any time after the 60-day
period until Barrick does take up the Common Shares.
The receipt of cash for Common Shares pursuant to the Offer will be a taxable transaction for
Canadian and US federal income tax purposes. Shareholders are urged to consult their own tax
advisors for advice regarding the income tax consequences of the Offer to them.
Barrick has existing cash reserves and also available funds under its credit facility to finance
the Offer.
Barrick is requesting the use of NovaGold’s shareholder list and security position listings for
the purpose of disseminating the Offer and Circular to Shareholders. When that information is
provided, the Offer and Circular and other relevant materials will be mailed to record holders of
Common Shares and furnished to brokers, dealers, banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on NovaGold’s shareholder list or who are listed as
participants in a security position listing for subsequent transmittal to the beneficial owners.
The information contained in this advertisement is a summary only. The Offer is made solely by the
Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery (collectively,
the
“Offer Documents”), all of which are
incorporated herein by reference.
The Offer Documents
contain important information that Shareholders are urged to read in their entirety before making
any decision with respect to the Offer. Copies of the Offer Documents can be obtained without
charge from Georgeson Shareholder Communications Canada Inc. (the
“Information Agent”), the
Depositary or the US Forwarding Agent. Questions and requests for assistance may be
directed to the Information Agent, the Depositary, the US Forwarding Agent or the dealer managers
for the Offer. The contact information for these parties is set out below.
The Offer is not being made to, nor will deposits be accepted from or on behalf of, holders of
Common Shares in any jurisdiction in which the making or acceptance of the Offer would not be in
compliance with the laws of such jurisdiction.
NOTICE TO HOLDERS OF OPTIONS AND WARRANTS
TO ACQUIRE COMMON SHARES OF NOVAGOLD RESOURCES INC.
The Offer is made only for Common Shares and is not made for any options or warrants or other
securities of NovaGold that are convertible into or exchangeable or exercisable for Common Shares
(other than SRP Rights). Any holder of options or warrants or other securities of NovaGold that
are convertible into or exchangeable or exercisable for Common Shares (other than SRP Rights) who
wishes to accept the Offer must, to the extent permitted by the terms of the security and
applicable laws, exercise the options, warrants or other securities of NovaGold that are
convertible into or exchangeable or exercisable for Common Shares in order to obtain certificates
representing Common Shares and deposit those Common Shares in accordance with the terms of the
Offer.
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The Depositary for the Offer is:
CIBC Mellon Trust Company |
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By Mail
P.O. Box 1036
Adelaide Street Postal Station
Toronto, Ontario M5C 2K4
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By Registered Mail, by Hand or by Courier
199 Bay Street
Commerce Court West, Securities Level
Toronto, Ontario M5L 1G9 |
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Telephone: 416-643-5500
Toll Free: 1-800-387-0825
Email: inquiries@cibcmellon.com |
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| The US Forwarding Agent for the Offer is: |
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Mellon Investor Services LLC
By Mail, Registered Mail, by Hand or by Courier
120 Broadway, 13th Floor
New York, New York 10271
Toll Free: 1-800-777-3674 |
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| The Dealer
Managers for the Offer are: |
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| In Canada
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In the United States |
CIBC World Markets Inc.
161 Bay Street, BCE Place
P. O. Box 500
Toronto, Ontario M5J 2S8
Telephone: 416-594-7180
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CIBC World Markets Corp.
300 Madison Avenue
New York, New York 10017
Telephone: 212-667-7163 |
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| The Information Agent for the Offer is: |
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Georgeson Shareholder Communications Canada Inc.
100 University Avenue
11th Floor, South Tower
Toronto, Ontario M5J 2Y1
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North American Toll Free Number: 1-866-489-3151
Banks and Brokers Call Collect: 212-440-9800 |
Any questions and requests for assistance may be directed by holders of Common Shares to the Depositary, the
US Forwarding Agent, the Dealer Managers or the Information Agent at their respective telephone numbers and locations set out above.
Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
