THIS IS NOT A LETTER OF TRANSMITTAL. THIS NOTICE OF
GUARANTEED DELIVERY IS FOR USE IN ACCEPTING THE OFFER BY BARRICK
GOLD CORPORATION FOR ALL OUTSTANDING COMMON SHARES (INCLUDING
THE ASSOCIATED SRP RIGHTS UNDER THE SHAREHOLDER RIGHTS PLAN) OF
NOVAGOLD RESOURCES INC.
NOTICE OF GUARANTEED DELIVERY
for Deposit of Common Shares
(together with the associated SRP Rights issued under the
Shareholder Rights Plan)
USE THIS NOTICE OF GUARANTEED DELIVERY IF YOU WISH TO
ACCEPT
THE OFFER BUT YOUR COMMON SHARE CERTIFICATE(S) ARE NOT
IMMEDIATELY AVAILABLE OR YOU ARE NOT ABLE TO DELIVER YOUR COMMON
SHARE CERTIFICATE(S) TO THE DEPOSITARY OR THE US FORWARDING
AGENT AT OR PRIOR TO THE EXPIRY TIME.
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 6:00 P.M.
(TORONTO TIME) ON SEPTEMBER 15, 2006, UNLESS THE OFFER IS
EXTENDED OR WITHDRAWN.
This Notice of Guaranteed Delivery must be used to accept the
offer dated August 4, 2006 (the “Offer”)
made by Barrick Gold Corporation (“Barrick”) 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 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 of NovaGold (collectively, the
“Common Shares”) at a price of US$14.50 cash
per Common Share if certificate(s) representing the Common
Shares to be deposited are not immediately available or if the
holder of Common Shares (the “Shareholder”) is
not able to deliver the certificate(s) and all other required
documents to CIBC Mellon Trust Company (the
“Depositary”) or Mellon Investor Services LLC
(the “US Forwarding Agent”) at or prior to the
Expiry Time.
The terms and conditions of the Offer are incorporated by
reference in this Notice of Guaranteed Delivery. Certain terms
used but not defined in this Notice of Guaranteed Delivery which
are defined in the Glossary to the Offer have the respective
meanings ascribed thereto in the Glossary. All references to
“$”, “US$” and “dollars” in this
Notice of Guaranteed Delivery are in US dollars, except where
otherwise indicated.
WHEN AND HOW TO USE THIS NOTICE OF GUARANTEED DELIVERY
If a Shareholder wishes to deposit Common Shares under the Offer
and either the certificate(s) representing the Common Shares are
not immediately available or the certificate(s) and all other
required documents cannot be delivered to the Depositary or the
US Forwarding Agent at or prior to the Expiry Time, those Common
Shares may nevertheless be deposited under the Offer provided
that all of the following conditions are met:
(a)
the deposit is made by or through an Eligible Institution (as
defined below);
(b)
this properly completed and executed Notice of Guaranteed
Delivery or a manually executed facsimile hereof, including a
guarantee to deliver by an Eligible Institution in the form set
out below, is received by the Depositary at or prior to the
Expiry Time at its office in Toronto, Ontario listed in this
Notice of Guaranteed Delivery;
(c)
the certificate(s) representing all deposited Common Shares,
and, if the Separation Time has occurred before the Expiry Time
and Rights Certificates have been distributed to Shareholders
before the Expiry Time, the Rights Certificate(s) representing
the deposited SRP Rights, together with a Letter of Transmittal
(or a manually executed facsimile thereof), properly completed
and executed as required by the instructions set out in the
Letter of Transmittal (including signature guarantee if
required) and all other documents required thereby, are received
by the Depositary at its office in Toronto, Ontario listed in
the Letter of Transmittal before 5:00 p.m. (Toronto time)
on the third trading day on the TSX after the Expiry Date; and
(d)
in the case of SRP Rights where the Separation Time has occurred
before the Expiry Time but Rights Certificates have not been
distributed to Shareholders before the Expiry Time, the Rights
Certificate(s) representing all deposited SRP Rights, together
with a Letter of Transmittal (or a manually executed facsimile
thereof), properly completed and executed as required by the
instructions set out in the Letter of Transmittal (including
signature guarantee if required) and all other documents
required thereby, are received by the Depositary at its office
in Toronto, Ontario listed in the Letter of Transmittal before
5:00 p.m. (Toronto time) on the third trading day on the TSX
after Rights Certificates are distributed to Shareholders.
This Notice of Guaranteed Delivery must be delivered by hand
or courier or transmitted by facsimile or mailed to the
Depositary at its office in Toronto, Ontario listed on this
Notice of Guaranteed Delivery and must include a guarantee by an
Eligible Institution in the form set out in this Notice of
Guaranteed Delivery. Delivery of the Notice of Guaranteed
Delivery and the Letter of Transmittal and accompanying Common
Share certificate(s) to any office other than the Toronto,
Ontario office of the Depositary does not constitute delivery
for purposes of satisfying a guaranteed delivery.
An “Eligible Institution” means a Canadian
Schedule I chartered bank, a major trust company in Canada,
a member of the Securities Transfer Association Medallion
Program (STAMP), a member of the Stock Exchange Medallion
Program (SEMP) or a member of the New York Stock Exchange Inc.
Medallion Signature Program (MSP). Members of these programs are
usually members of a recognized stock exchange in Canada or the
United States, members of the Investment Dealers Association of
Canada, members of the National Association of Securities
Dealers, Inc. or banks and trust companies in the United States.
The undersigned understands and acknowledges that payment for
Common Shares deposited and taken up by Barrick under the Offer
will be made only after timely receipt by the Depositary or US
Forwarding Agent of (a) certificate(s) representing the
Common Shares, (b) a Letter of Transmittal, or a manually
executed facsimile thereof, properly completed and executed,
covering such Common Shares with the signature(s) guaranteed, if
so required, in accordance with the instructions set out in the
Letter of Transmittal, and (c) all other documents required
by the Letter of Transmittal before 5:00 p.m. (Toronto
time) on the third trading day on the TSX after the Expiry Date.
The undersigned also understands and acknowledges that under no
circumstances will interest accrue or any amount be paid by
Barrick or the Depositary by reason of any delay in making
payments for Common Shares to any person on account of Common
Shares accepted for payment under the Offer, and that the
consideration for the Common Shares tendered pursuant to the
guaranteed delivery procedures will be the same as that for the
Common Shares delivered to the Depositary before the Expiry
Time, even if the certificate(s) representing all of the
deposited Common Shares to be delivered pursuant to the
guaranteed delivery procedures set forth in Section 3 of
the Offer, “Manner of Acceptance — Procedure for
Guaranteed Delivery”, are not so delivered to the
Depositary or the US Forwarding Agent and, therefore, payment by
the Depositary on account of such Common Shares is not made
until after the take up and payment for the Common Shares under
the Offer.
All authority conferred or agreed to be conferred by this Notice
of Guaranteed Delivery is, to the extent permitted by applicable
Laws, irrevocable and may be exercised during any subsequent
legal incapacity of the undersigned and shall, to the extent
permitted by applicable Laws, survive the death or incapacity,
bankruptcy or insolvency of the undersigned and all obligations
of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, executors, administrators,
attorneys, personal representatives, successors and assigns of
the undersigned.
Shareholders should contact the Dealer Managers, the
Information Agent, the Depositary, the US Forwarding Agent or a
broker or dealer for assistance in accepting the Offer and in
depositing Common Shares with the Depositary or the US
Forwarding Agent. Their contact details are provided at the end
of the Offer and Circular.
2
TO:
BARRICK GOLD CORPORATION
AND TO:
CIBC MELLON TRUST COMPANY, as Depositary
By Mail:
By Registered Mail, by Hand or by Courier:
By Facsimile Transmission:
P.O. Box 1036
Adelaide Street Postal Station
Toronto, Ontario
M5C 2K4
199 Bay Street
Commerce Court West
Securities Level
Toronto, Ontario
M5L 1G9
THIS NOTICE OF GUARANTEED DELIVERY MUST BE DELIVERED BY HAND
OR COURIER OR TRANSMITTED BY FACSIMILE OR MAILED TO THE
DEPOSITARY AT ITS OFFICE IN TORONTO, ONTARIO LISTED ON THIS
NOTICE OF GUARANTEED DELIVERY AND MUST INCLUDE A GUARANTEE BY AN
ELIGIBLE INSTITUTION IN THE FORM SET OUT IN THIS NOTICE OF
GUARANTEED DELIVERY.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY AND THE LETTER
OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION VIA FACSIMILE TO A
FACSIMILE NUMBER OTHER THAN THOSE SET OUT ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
TO CONSTITUTE DELIVERY FOR THE PURPOSE OF SATISFYING
GUARANTEED DELIVERY, UPON RECEIPT OF THE CERTIFICATES TO WHICH
THIS NOTICE OF GUARANTEED DELIVERY APPLIES, THE LETTER OF
TRANSMITTAL, ACCOMPANYING CERTIFICATE(S) AND ALL OTHER REQUIRED
DOCUMENTS MUST BE DELIVERED TO THE SAME OFFICE OF THE DEPOSITARY
IN TORONTO, ONTARIO WHERE THIS NOTICE OF GUARANTEED DELIVERY IS
DELIVERED.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO
GUARANTEE SIGNATURES ON THE LETTER OF TRANSMITTAL. IF A
SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION, SUCH SIGNATURE MUST
APPEAR IN THE APPLICABLE SPACE IN THE LETTER OF TRANSMITTAL.
DO NOT SEND CERTIFICATES REPRESENTING NOVAGOLD COMMON SHARES
OR SRP RIGHTS WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES FOR COMMON SHARES AND SRP RIGHTS MUST BE SENT WITH
YOUR LETTER OF TRANSMITTAL.
3
The undersigned hereby deposits with Barrick, upon the terms and
subject to the conditions set forth in the Offer and Circular
and the Letter of Transmittal, receipt of which is hereby
acknowledged, the Common Shares and SRP Rights listed below,
pursuant to the guaranteed delivery procedure set forth in
Section 3 of the Offer, “Manner of
Acceptance — Procedure for Guaranteed Delivery”.
BOX 1
NOVAGOLD COMMON SHARES
(Please print or type. If space is insufficient, please attach a list
to this Notice of Guarantee Delivery in the below form.)
Name(s) in which Registered
(please print and fill in
Number of Common
Certificate Number(s)
exactly as name(s) appear(s)
Shares Represented
Number of Common
(if available)
on certificate(s))
by Certificate
Shares Deposited*
Total:
SRP RIGHTS**
(To be completed if necessary)
Name(s) in which Registered
(please print and fill in
Number of SRP
Certificate Number(s)
exactly as name(s) appear(s)
Rights Represented
Number of SRP
(if available)
on certificate(s)
by Certificate
Rights Deposited*
Total:
* Unless otherwise indicated, the total number of Common
Shares and SRP Rights evidenced by all certificates delivered
will be deemed to have been deposited.
** The following procedures must be followed in order to
effect the valid delivery of certificates representing SRP
Rights (“Rights Certificates”): (i) if the Separation
Time under the Shareholder Rights Plan has not occurred prior to
the Expiry Time and Rights Certificates have not been
distributed by NovaGold, a deposit of Common Shares by the
undersigned will also constitute a deposit of the associated SRP
Rights; (ii) if the Separation Time occurs before the Expiry
Time and Rights Certificates have been distributed by NovaGold
and received by the undersigned prior to the time the
undersigned deposits Common Shares under the Offer, in order for
the Common Shares to be validly deposited, Rights Certificate(s)
representing SRP Rights equal in number to the number of Common
Shares deposited must be delivered with the certificate(s)
representing the Common Shares to the Depositary or the US
Forwarding Agent, as applicable; or (iii) if the Separation Time
occurs before the Expiry Time and Rights Certificates are not
distributed by the time the undersigned deposits its Common
Shares under to the Offer, the undersigned may deposit its SRP
Rights before receiving Rights Certificate(s) by using the
guaranteed delivery procedure. In any case, a deposit of Common
Shares constitutes an agreement by the undersigned to deliver
Rights Certificate(s) representing SRP Rights equal in number to
the number of deposited Common Shares deposited under the Offer
to the Depositary or the US Forwarding Agent, as applicable, on
or before the third trading day on the TSX after the date, if
any, that Rights Certificate(s) are distributed. Barrick
reserves the right to require, if the Separation Time occurs
before the Expiry Time, that the Depositary or the US Forwarding
Agent receive, prior to taking up the Common Shares for payment
pursuant to the Offer, Right Certificate(s) from the undersigned
representing SRP Rights equal in number to the Common Shares
deposited by the undersigned.
4
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a Canadian Schedule I chartered bank, a
major trust company in Canada, a member of the Securities
Transfer Association Medallion Program (STAMP), a member of the
Stock Exchange Medallion Program (SEMP) or a member of the
New York Stock Exchange Inc. Medallion Signature Program (MSP)
(an “Eligible Institution”) guarantees delivery
to the Depositary, at its address set forth herein, of the
certificate(s) representing the Common Shares deposited hereby,
in proper form for transfer together with delivery of a properly
completed and executed Letter of Transmittal or a manually
executed facsimile copy thereof, and all other documents
required by the Letter of Transmittal, all on or before 5:00
p.m. (Toronto time) on the third trading day on the TSX after
the Expiry Date.
Failure to comply with the foregoing could result in a financial
loss to such Eligible Institution.
Name of Firm
Authorized Signature
Address of Firm
Name
Title
Postal/Zip Code
Date
Area Code and Telephone Number
5
Dates Referenced Herein and Documents Incorporated by Reference
