THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED. THIS LETTER OF TRANSMITTAL IS FOR USE IN ACCEPTING
THE OFFER BY BARRICK GOLD CORPORATION TO PURCHASE ALL
OUTSTANDING COMMON SHARES (INCLUDING THE ASSOCIATED SRP RIGHTS
ISSUED UNDER THE SHAREHOLDER RIGHTS PLAN) OF NOVAGOLD RESOURCES
INC.
YOU ARE DEPOSITING COMMON SHARE CERTIFICATE(S); OR
2.
YOU ARE FOLLOWING PROCEDURES FOR BOOK-ENTRY TRANSFER WITH DTC
AND DO NOT HAVE AN AGENT’S MESSAGE; OR
3.
YOU PREVIOUSLY DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY.
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EXTENDED OR WITHDRAWN.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 Letter of Transmittal (the “Letter of
Transmittal”) or a manually executed facsimile thereof,
properly completed and executed, together with all other
required documents, must accompany share certificates and rights
certificates, if applicable, representing common shares of
NovaGold Resources Inc. (“NovaGold”) deposited
under 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, 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 of NovaGold (collectively, the
“Common Shares”), at a price of US$14.50 cash
per Common Share, and must be received by CIBC Mellon
Trust Company (the “Depositary”) or Mellon
Investor Services LLC (the “US Forwarding
Agent”) prior to the Expiry Time at one of the offices
listed below.
Holders of Common Shares (the “Shareholders”)
can also accept the Offer by following the procedures for
book-entry transfer set forth in Section 3 of the Offer,
“Manner of Acceptance — Acceptance by Book-Entry
Transfer”. A Shareholder accepting the Offer by following
the procedures for book-entry transfer does not need to use this
Letter of Transmittal unless such Shareholder is following the
procedures for book-entry transfer with DTC and does not have an
accompanying Agent’s Message.
Shareholders whose certificates are not immediately available or
who cannot deliver their certificates and all other required
documents to the Depositary or the US Forwarding Agent at or
prior to the Expiry Time must deposit their Common Shares
according to the guaranteed delivery procedure set out in
Section 3 of the Offer, “Manner of
Acceptance — Procedure for Guaranteed Delivery”
by using the accompanying Notice of Guaranteed Delivery. See
Instruction 2 herein, “Procedure for Guaranteed
Delivery”.
The terms and conditions of the Offer are incorporated by
reference in this Letter of Transmittal. Certain terms used but
not defined in this Letter of Transmittal which are defined in
the Glossary to the Offer have the respective meanings ascribed
thereto in such Glossary. All references to “$”,
“US$” and “dollars” in this Letter of
Transmittal refer to US dollars, except where otherwise
indicated.
Questions and requests for assistance in completing this
Letter of Transmittal may be directed to the Information Agent,
the Depositary, the US Forwarding Agent or the Dealer Managers.
Their contact details are provided at the end of this document.
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.
Delivery of this Letter of Transmittal to an address other
than as set forth below will not constitute a valid delivery to
the Depositary or the US Forwarding Agent, as applicable. You
must sign this Letter of Transmittal in the appropriate space
provided below and if you are a US Shareholder, you must also
complete the Substitute Form W-9 set forth below (See
Instruction 9, “Substitute Form W-9 for US
Shareholders Only”).
2
Please read carefully the Instructions set forth below
before completing this Letter of Transmittal.
TO: BARRICK
GOLD CORPORATION
AND TO:
CIBC MELLON TRUST COMPANY, as Depositary, at its office set
out herein or MELLON INVESTOR SERVICES LLC, as US Forwarding
Agent, at its office set out herein
The undersigned delivers to you the enclosed certificate(s)
representing Common Shares, including SRP Rights, if applicable,
of NovaGold deposited under the Offer. Subject only to the
provisions of the Offer regarding withdrawal, the undersigned
irrevocably accepts the Offer for such Common Shares upon the
terms and conditions contained in the Offer. Unless waived by
Barrick, holders of Common Shares are required to deposit one
SRP Right for each Common Share in order to effect a valid
deposit of such Common Shares or, if available, a Book-Entry
Confirmation must be received by the Depositary with respect
thereto. The undersigned understands that by depositing Common
Shares to the Offer, the undersigned will be deemed to have
deposited the SRP Rights associated with such Common Shares. No
additional payment will be made for the SRP Rights and no amount
of the consideration to be paid by Barrick will be allocated to
the SRP Rights. The following are the details of the enclosed
certificate(s):
BOX 1
NOVAGOLD COMMON SHARES
(Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the form
below.)
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. See Instruction 7 of
this Letter of Transmittal, “Partial Deposits”.
** 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 the Offer, the undersigned may deposit its SRP
Rights before receiving Rights Certificate(s) by using the
guaranteed delivery procedure described below. See
Instruction 2, “Procedure for Guaranteed
Delivery”. 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 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, Rights Certificate(s) from the
undersigned representing SRP Rights equal in number to the
Common Shares deposited by the undersigned.
3
The undersigned acknowledges receipt of the Offer and the
accompanying Circular and acknowledges that there will be a
binding agreement between the undersigned and Barrick, effective
immediately following the time at which Barrick takes up Common
Shares deposited by the undersigned pursuant to this Letter of
Transmittal, in accordance with the terms and conditions of the
Offer. The undersigned represents and warrants that (i) the
undersigned has full power and authority to deposit, sell,
assign and transfer the Common Shares covered by this Letter of
Transmittal delivered to the Depositary or the US Forwarding
Agent, as applicable (the “Deposited Common
Shares”) and all rights and benefits arising from such
Deposited Common Shares including, without limitation, any and
all dividends, distributions, payments, securities, property or
other interests which may be declared, paid, accrued, issued,
distributed, made or transferred on or in respect of the
Deposited Common Shares or any of them on and after the date of
the Offer, including any dividends, distributions or payments on
such dividends, distributions, payments, securities, property or
other interests (collectively,
“Distributions”), (ii) the undersigned or
the person on whose behalf a book-entry is made owns the
Deposited Common Shares and any Distributions deposited under
the Offer, (iii) the Deposited Common Shares and
Distributions have not been sold, assigned or transferred, nor
has any agreement been entered into to sell, assign or transfer
any of the Deposited Common Shares or Distributions, to any
other person, (iv) the deposit of the Deposited Common
Shares and Distributions complies with applicable Laws, and
(v) when the Deposited Common Shares and Distributions are
taken up and paid for by Barrick, Barrick will acquire good
title thereto, free and clear of all liens, restrictions,
charges, encumbrances, claims and rights of others.
IN CONSIDERATION OF THE OFFER AND FOR VALUE RECEIVED,
upon the terms and subject to the conditions set forth in the
Offer and in this Letter of Transmittal, subject only to the
withdrawal rights set out in the Offer, the undersigned
irrevocably accepts the Offer for and in respect of the
Deposited Common Shares and (unless deposit is made pursuant to
the procedure for book-entry transfer) delivers to Barrick the
enclosed Common Share certificate(s) and Rights Certificate(s),
if applicable, representing the Deposited Common Shares and, on
and subject to the terms and conditions of the Offer, deposits,
sells, assigns and transfers to Barrick all right, title and
interest in and to the Deposited Common Shares, and in and to
all rights and benefits arising from the Deposited Common
Shares, including the SRP Rights, whether or not separated from
the Common Shares, and any and all Distributions.
If, on or after the date of the Offer, NovaGold should divide,
combine, reclassify, consolidate, convert or otherwise change
any of the Common Shares or its capitalization, or disclose that
it has taken or intends to take any such action, then Barrick
may, in its sole discretion and without prejudice to its rights
under “Conditions of the Offer” in Section 4 of
the Offer, make such adjustments as it considers appropriate to
the purchase price and other terms of the Offer (including,
without limitation, the type of securities offered to be
purchased and the amount payable therefor) to reflect such
division, combination, reclassification, consolidation,
conversion or other change.
Common Shares acquired under the Offer shall be transferred by
the Shareholder and acquired by Barrick free and clear of all
liens, restrictions, charges, encumbrances, claims and equities
and together with all rights and benefits arising therefrom,
including without limitation the right to any and all dividends,
distributions, payments, securities, property, rights (including
SRP Rights), assets or other interests which may be accrued,
declared, paid, issued, distributed, made or transferred on or
after the date of the Offer on or in respect of the Common
Shares. If, on or after the date of the Offer, NovaGold should
declare, set aside or pay any dividend or declare, make or pay
any other distribution or payment on or declare, allot, reserve
or issue any securities, rights or other interests with respect
to any Common Share, which is or are payable or distributable to
Shareholders on a record date prior to the date of transfer into
the name of Barrick or its nominee or transferee on the
securities registers maintained by or on behalf of NovaGold in
respect of Common Shares accepted for purchase under the Offer,
then (and without prejudice to its rights under “Conditions
of the Offer” in Section 4 of the Offer), any such
dividend, distribution, payment, securities, property, rights,
assets or other interests will be received and held by the
depositing Shareholder for the account of Barrick and will be
promptly remitted and transferred by the depositing Shareholder
to the Depositary for the account of Barrick, accompanied by
appropriate documentation of transfer. Pending such remittance,
Barrick will be entitled to all rights and privileges as the
owner of any such dividend, distribution, payment, securities,
property, rights, assets or other interests and may withhold the
entire purchase price payable by Barrick under the Offer or
deduct from the consideration payable by Barrick under the Offer
the amount or value thereof, as determined by Barrick in its
sole discretion.
If the Separation Time does not occur before the Expiry Time, a
deposit of Common Shares will also constitute a deposit of the
associated SRP Rights. If the Separation Time occurs before the
Expiry Time and Rights Certificates are distributed by NovaGold
to Shareholders prior to the time that the Shareholder’s
Common Shares are deposited 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 to the Depositary or the US
Forwarding Agent, as applicable.
4
If the Separation Time occurs before the Expiry Time and Rights
Certificates are not distributed by the time that a Shareholder
deposits its Common Shares under the Offer, the Shareholder may
deposit its SRP Rights before receiving Rights Certificate(s) by
using the guaranteed delivery procedure described below. See
Instruction 2, “Procedure for Guaranteed
Delivery”.
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 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, Rights
Certificate(s) from a Shareholder representing SRP Rights equal
in number to the Common Shares deposited by such holder.
The undersigned irrevocably constitutes and appoints, effective
at and after the time (the “Effective Time”)
that Barrick takes up the Deposited Common Shares, each director
or officer of Barrick, and any other person designated by
Barrick in writing, as the true and lawful agent, attorney,
attorney-in-fact and proxy of the holder of the Common Shares
covered by this Letter of Transmittal or book-entry transfer
(which Common Shares upon being taken up are, together with any
Distributions thereon, hereinafter referred to as the
“Purchased Securities”), with full power of
substitution (such powers of attorney, being coupled with an
interest, being irrevocable), in the name of and on behalf of
such Shareholder:
(a)
to register or record the transfer and/or cancellation of such
Purchased Securities to the extent consisting of securities on
the appropriate securities registers maintained by or on behalf
of NovaGold;
(b)
for so long as any such Purchased Securities are registered or
recorded in the name of such Shareholder, to exercise any and
all rights of such Shareholder including, without limitation,
the right to vote, to execute and deliver (provided the same is
not contrary to applicable Laws), as and when requested by
Barrick, any and all instruments of proxy, authorizations or
consents in form and on terms satisfactory to Barrick in respect
of any or all Purchased Securities, to revoke any such
instruments, authorizations or consents given prior to or after
the Effective Time, and to designate in any such instruments,
authorizations or consents any person or persons as the
proxyholder of such Shareholder in respect of such Purchased
Securities for all purposes including, without limitation, in
connection with any meeting or meetings (whether annual, special
or otherwise, or any adjournments thereof, including, without
limitation, any meeting to consider a Subsequent Acquisition
Transaction) of holders of relevant securities of NovaGold;
(c)
to execute, endorse and negotiate, for and in the name of and on
behalf of such Shareholder any and all cheques or other
instruments representing any Distributions payable to or to the
order of, or endorsed in favour of such Shareholder; and
(d)
to exercise any other rights of a Shareholder with respect to
such Purchased Securities and such Distributions.
A Shareholder accepting the Offer under the terms of this Letter
of Transmittal revokes any and all other authority, whether as
agent, attorney-in-fact, attorney, proxy or otherwise,
previously conferred or agreed to be conferred by the
Shareholder at any time with respect to the Deposited Common
Shares or any Distributions. The Shareholder accepting the Offer
agrees that no subsequent authority, whether as agent,
attorney-in-fact, attorney, proxy or otherwise will be granted
with respect to the Deposited Common Shares or any Distributions
by or on behalf of the depositing Shareholder unless the
deposited Common Shares are not taken up and paid for under the
Offer or are withdrawn in accordance with Section 8 of the
Offer, “Withdrawal of Deposited Common Shares”. A
Shareholder accepting the Offer also agrees not to vote any of
the Purchased Securities at any meeting (whether annual, special
or otherwise or any adjournments thereof, including, without
limitation, any meeting to consider a Subsequent Acquisition
Transaction) of holders of relevant securities of NovaGold and,
except as may otherwise be agreed with Barrick, not to exercise
any of the other rights or privileges attached to the Purchased
Securities, and agrees to execute and deliver to Barrick any and
all instruments of proxy, authorizations or consents in respect
of all or any of the Purchased Securities, and agrees to
designate or appoint in any such instruments of proxy,
authorizations or consents, the person or persons specified by
Barrick as the proxy of the holder of the Purchased Securities.
Upon such appointment, all prior proxies and other
authorizations (including, without limitation, all appointments
of any agent, attorney or attorney-in-fact) or consents given by
the holder of such Purchased Securities with respect thereto
will be revoked and no subsequent proxies or other
authorizations or consents may be given by such person with
respect thereto.
5
The undersigned covenants to execute, upon request of Barrick,
any additional documents, transfers and other assurances as may
be necessary or desirable to complete the sale, assignment and
transfer of the Purchased Securities to Barrick. Each authority
herein conferred or agreed to be conferred 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 herein shall be binding
upon the heirs, executors, administrators, attorneys, personal
representatives, successors and assigns of the undersigned.
The Depositary will act as the agent of persons who have
deposited Common Shares in acceptance of the Offer for the
purposes of receiving payment from Barrick and transmitting such
payment to such persons, and receipt of payment by the
Depositary will be deemed to constitute receipt of payment by
persons depositing Common Shares.
All amounts payable under the Offer will be paid in US
dollars.
Settlement with each Shareholder who has deposited (and not
withdrawn) Common Shares under the Offer will be made by the
Depositary issuing or causing to be issued a cheque payable in
US funds in the amount to which the person depositing Common
Shares is entitled. Unless otherwise directed in this Letter of
Transmittal, the cheque will be issued in the name of the
registered holder of the Common Shares so deposited. Unless the
person depositing the Common Shares instructs the Depositary to
hold the cheque for pick-up by checking the appropriate box
(Block D) in this Letter of Transmittal, the cheque will be
forwarded by first class mail to such person at the address
specified in this Letter of Transmittal. If no such address is
specified, the cheque will be sent to the address of the
registered holder as shown on the securities registers
maintained by or on behalf of NovaGold. Cheques mailed in
accordance with this paragraph will be deemed to be delivered at
the time of mailing. Pursuant to applicable Laws, Barrick may,
in certain circumstances, be required to make withholdings from
the amount otherwise payable to a Shareholder. The undersigned
further 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.
Any deposited Common Shares that are not taken up and paid for
by Barrick pursuant to the terms and conditions of the Offer for
any reason will be returned, at Barrick’s expense, to the
depositing Shareholder promptly after the Expiry Time or
withdrawal or termination of the Offer, by either
(i) sending certificates representing the Common Shares not
purchased by first class insured mail to the address of the
depositing Shareholder specified in this Letter of Transmittal
or, if such name or address is not so specified, in such name
and to such address as shown on the securities registers
maintained by or on behalf of NovaGold, or (ii) in the case
of Common Shares deposited by book-entry transfer of such Common
Shares pursuant to the procedures set out in “Manner of
Acceptance — Acceptance by Book-Entry Transfer”
in Section 3 of the Offer, such Common Shares will be
credited to the depositing holder’s account maintained with
CDS or DTC, as applicable.
Shareholders will not be required to pay any fee or
commission if they accept the Offer by depositing their Common
Shares directly with the Depositary or the US Forwarding Agent
or if they make use of the services of a member of the
Soliciting Dealer Group to accept the Offer.
By reason of the use by the undersigned of an English language
form of Letter of Transmittal, the undersigned shall be deemed
to have required that any contract evidenced by the Offer as
accepted through this Letter of Transmittal, as well as all
documents related thereto, be drawn exclusively in the English
language. En raison de l’usage d’une lettre
d’envoi en langue anglaise par le soussigné, le
soussigné et les destinataires sont présumés
avoir requis que tout contrat attesté par l’offre et
son acceptation par cette lettre d’envoi, de même que
tous les documents qui s’y rapportent, soient redigés
exclusivement en langue anglaise.
6
SHAREHOLDER INFORMATION AND INSTRUCTIONS
Before signing this Letter of Transmittal, please review
carefully and complete the following boxes, as
appropriate.
BLOCK A
REGISTRATION AND PAYMENT
INSTRUCTIONS
ISSUE CHEQUE IN THE NAME OF:
(please print or type)
(Name)
(Street Address and Number)
(City and Province or State)
(Country and Postal (Zip) Code)
(Telephone — Business Hours)
(Tax Identification, Social Insurance or Social Security Number)
BLOCK B
DELIVERY INSTRUCTIONS
SEND CHEQUE (unless Block “D” is checked) TO:
o Same as address in Block
“A” or to:
(Name)
(Street Address and Number)
(City and Province or State)
(Country and Postal (Zip) Code)
(Telephone — Business Hours)
(Tax Identification, Social Insurance or Social Security Number)
*
The delivery instructions given in this Block B will also be
used to return certificate(s) representing Common Shares if
required for any reason.
BLOCK C
TAXPAYER IDENTIFICATION NUMBER
US residents/citizens must provide their
Taxpayer Identification Number
(Taxpayer Identification Number)
If you are a US Shareholder or are acting on behalf of a US
Shareholder, then in order to avoid backup withholding you must
complete the Substitute Form W-9 included below, or
otherwise provide certification that you are exempt from backup
withholding.
BLOCK D
SPECIAL PICK-UP INSTRUCTIONS
o
HOLD CHEQUE FOR PICK-UP AT THE OFFICES OF THE DEPOSITARY WHERE
THIS LETTER OF TRANSMITTAL IS DEPOSITED (check box)
7
BLOCK E
DEPOSIT PURSUANT TO NOTICE OF GUARANTEED DELIVERY
o
CHECK HERE IF COMMON SHARES ARE BEING DEPOSITED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE TORONTO,
ONTARIO OFFICE OF THE DEPOSITARY AND COMPLETE THE FOLLOWING:
(please print or type)
Name of Registered Holder
Date of Execution of Guaranteed Delivery
Window Ticket Number (if any):
Name of Institution which Guaranteed Delivery
BLOCK F
INVESTMENT DEALER OR BROKER SOLICITING ACCEPTANCE OF THE
OFFER
The undersigned represents that the dealer who solicited and
obtained this deposit is:
(Firm)
(Registered Representative)
(Telephone Number) (Fax)
(Address)
(Registered Representative Identification Number)
o CHECK HERE IF LIST OF
BENEFICIAL OWNERS IS ATTACHED
o CHECK HERE IF DISKETTE
TO FOLLOW
8
SHAREHOLDER SIGNATURE
By signing below, the Shareholder expressly agrees to the
terms and conditions set forth above.
Signature guaranteed by (if required under Instruction 4):
Dated: --------------------, 2006
Authorized
Signature of Guarantor
Signature
of Shareholder or Authorized Representative
(see Instructions 3, 4 and 5)
Name
of Guarantor (please print or type)
Name
of Shareholder or Authorized
Representative (please print or type)
Address
of Guarantor (please print or type)
Daytime
telephone number and facsimile number of
Shareholder or Authorized Representative
Tax
Identification, Social Insurance or
Social Security Number
9
SUBSTITUTE FORM W-9
TO BE COMPLETED BY US SHAREHOLDERS ONLY
SUBSTITUTE
FORM W-9
Department of the Treasury Internal Revenue Service
Part 1 — Taxpayer Identification Number
(“TIN”) — ENTER YOUR TIN IN THE BOX AT
RIGHT.
(For most individuals, this is your social security number. If
you do not have a TIN, see “Obtaining a Number” in the
Guidelines included in this form.) CERTIFY BY SIGNING AND DATING
BELOW.
Note: If the account is in more than one name, see the
chart in the enclosed Guidelines to determine which number to
give the payer.
Social
Security Number(s) (If awaiting TIN, write “Applied
For”)
Payer’s Request for Taxpayer Identification Number and
Certification
Part 2 — For payees exempt from backup
withholding, please write “exempt” here (see
Instructions):
Name
Business
Name
Please
Check Appropriate box
o Individual/Sole
Proprietor o Corporation o
Partnership o
Other
Address
City
State
Zip
Code
Part 3 — Certification —
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct TIN (or I
am waiting for a TIN to be issued to me); and
(2) I am a US person (including a US resident alien).
Signature of US person
--------------------------------------------------------------------------------------------------------------- Date
---------------------------------------------------------------------------------------------------------------------,
2006
NOTE:
FAILURE TO FURNISH YOUR CORRECT TIN MAY RESULT IN A $50
PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP
WITHHOLDING OF 28% OF THE GROSS AMOUNT OF CONSIDERATION PAID TO
YOU PURSUANT TO THE ARRANGEMENT. FOR ADDITIONAL DETAILS, PLEASE
REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” THAT
FOLLOW THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF
TRANSMITTAL.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE
“APPLIED FOR” IN PART 1 OF SUBSTITUTE FORM
W-9.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either
(a) I have mailed or delivered an application to receive a
taxpayer identification number to the appropriate IRS Center or
Social Security Administration Office or (b) I intend to
mail or deliver an application in the near future. I understand
that if I do not provide a TIN by the time of payment, 28% of
the gross proceeds of such payment made to me will be withheld.
Signature
Date _______________________________,
2006
10
INSTRUCTIONS
1. Use of Letter of Transmittal
(a)
This Letter of Transmittal, or a manually executed facsimile
copy thereof, properly completed and executed, covering the
Common Shares deposited under the Offer, in either case with the
signature(s) guaranteed if required in Instruction 4 below,
together with accompanying certificate(s) representing the
Common Shares in respect of which the Offer is being accepted
(or, alternatively, Book-Entry Confirmation with respect
thereto) and all other documents required by the terms of the
Offer and this Letter of Transmittal must be actually physically
received by the Depositary or the US Forwarding Agent, as
applicable, at any of the offices of the Depositary or
US Forwarding Agent specified on the back of this Letter of
Transmittal (except in the case of delivery of a Book-Entry
Confirmation, which must be received by the Depositary at its
office in Toronto, Ontario) at or prior to 6:00 p.m.
(Toronto time) on September 15, 2006, the Expiry Time,
unless the Offer is extended or withdrawn or unless the
procedure for guaranteed delivery set out in Instruction 2
below is used.
(b)
The method used to deliver this Letter of Transmittal, any
accompanying certificate(s) representing Common Shares and all
other required documents is at the option and risk of the
Shareholder depositing these documents. Barrick recommends that
these documents be delivered by hand to the Depositary or the US
Forwarding Agent, as applicable, and that a receipt be obtained
or, if mailed, that registered mail, with return receipt
requested, be used and that proper insurance be obtained. It
is suggested that any such mailing be made sufficiently in
advance of the Expiry Time to permit delivery to the Depositary
or the US Forwarding Agent, as applicable, at or prior to the
Expiry Time. Delivery will only be effective upon actual
physical receipt by the Depositary or the US Forwarding Agent,
as applicable.
(c)
Shareholders whose Common Shares are registered in the name of
an investment advisor, stockbroker, bank, trust company or other
nominee should immediately contact such nominee for assistance
in depositing their Common Shares.
2. Procedure for Guaranteed Delivery
If a Shareholder wishes to deposit Common Shares under the Offer
and either (a) the certificate(s) representing the Common
Shares are not immediately available or (b) 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)
a properly completed and executed Notice of Guaranteed Delivery
(printed on blue paper) in the form accompanying the Offer, or a
manually executed facsimile thereof, including a guarantee to
deliver by an Eligible Institution in the form set out in the
Notice of Guaranteed Delivery, is received by the Depositary at
or prior to the Expiry Time at its Toronto, Ontario office
listed on the 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 this
Letter of Transmittal (including signature guarantee if
required) and all other documents required hereby, are received
by the Depositary at its office in Toronto, Ontario listed in
this 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 this 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.
The 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 the Notice of
Guaranteed Delivery and must include a guarantee by an
11
Eligible Institution in the form set out in the Notice of
Guaranteed Delivery. Delivery of the Notice of Guaranteed
Delivery and the Letter of Transmittal and accompanying
certificate(s) representing Common Shares and all other required
documents 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.
3. Signatures
This Letter of Transmittal must be completed and executed by the
Shareholder accepting the Offer described above or by such
holder’s duly authorized representative (in accordance with
Instruction 5).
(a)
If this Letter of Transmittal is signed by the registered
holder(s) of the accompanying certificate(s), such signature(s)
on this Letter of Transmittal must correspond exactly with the
names(s) as registered or as written on the face of such
certificate(s) without any change whatsoever, and the
certificate(s) need not be endorsed. If such deposited
certificate(s) are owned of record by two or more joint holders,
all such holders must sign this Letter of Transmittal.
(b)
Notwithstanding Instruction 3(a), if this Letter of
Transmittal is executed by a person other than the registered
holder(s) of the certificate(s) deposited herewith, or if the
cash payable is to be delivered to a person other than the
registered holder(s), the certificate(s) must be endorsed or be
accompanied by an appropriate share transfer power of attorney,
in either case, duly and properly completed by the registered
holder(s) with the signature on the endorsement panel or share
transfer power of attorney guaranteed by an Eligible
Institution, as noted in Instruction 4 below.
4. Guarantee of Signatures
If this Letter of Transmittal is executed by a person other than
the registered holder(s) of the Common Share certificate(s)
deposited herewith, or if Deposited Common Shares not purchased
are to be returned to a person other than the registered holder
or sent to an address other than the address of the registered
holder as shown on the securities registers maintained by or on
behalf of NovaGold or if the cash payable is to be delivered to
a person other than the registered holder(s), such signature(s)
must be guaranteed by an Eligible Institution (except that no
guarantee is required if the signature is that of an Eligible
Institution).
5. Fiduciaries, Representatives and
Authorizations
Where this Letter of Transmittal is executed by a person on
behalf of an executor, administrator, trustee, guardian, or on
behalf of a corporation, partnership or association or is
executed by any other person acting in a representative
capacity, such person should so indicate when signing and this
Letter of Transmittal must be accompanied by satisfactory
evidence of the authority to act. Any of Barrick, the Depositary
or the US Forwarding Agent, at their sole discretion, may
require additional evidence of authority or additional
documentation.
6. Delivery Instructions
If any cheque(s) are to be sent to or, in respect of partial
deposits of Common Shares, certificates representing Common
Shares are to be returned to, someone at an address other than
the address of the Shareholder as it appears in Block A on
this Letter of Transmittal, entitled “Registration and
Payment Instructions”, then Block B on this Letter of
Transmittal, entitled “Delivery Instructions”, should
be completed. If Block B is not completed, any cheque(s)
will be mailed to the depositing Shareholder at the address of
such holder as it appears in Block A or, if no address is
provided in Block A, then it will be mailed to the address
of such holder as it appears on the securities registers
maintained by or on behalf of NovaGold. Any cheque(s) mailed in
accordance with the Offer and this Letter of Transmittal will be
deemed to be delivered at the time of mailing.
12
7. Partial Deposits
If less than the total number of Common Shares evidenced by any
certificate(s) submitted is to be deposited, fill in the number
of Common Shares to be deposited in the appropriate space in
Box 1 on this Letter of Transmittal. In such case, new
certificate(s) for the number of Common Shares not deposited
will be sent to the registered holder promptly after the Expiry
Time (unless otherwise provided in Block B on this Letter of
Transmittal). The total number of Common Shares evidenced by all
certificates delivered will be deemed to have been deposited
unless otherwise indicated.
8. Solicitation
Identify the investment dealer or broker, if any, who solicited
acceptance of the Offer by completing Block F on this
Letter of Transmittal and present a list of beneficial owners,
if applicable.
9. Substitute
Form W-9 for
US Shareholders Only
United States federal income tax law generally requires that a
US Shareholder who receives cash in exchange for Common
Shares must provide the Depositary with its correct Taxpayer
Identification Number (“TIN”), which, in the
case of a Shareholder who is an individual, is generally the
individual’s social security number. If the Depositary is
not provided with the correct TIN or an adequate basis for an
exemption, such holder may be subject to penalties imposed by
the Internal Revenue Service and backup withholding in an amount
equal to 28% of the gross proceeds of any payment received
hereunder. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each US Shareholder must provide
its correct TIN by completing the “Substitute
Form W-9” set
forth in this document, which requires such holder to certify
under penalties of perjury, (1) that the TIN provided is
correct (or that such holder is awaiting a TIN) and
(2) that the holder is a US person (including a
US resident alien).
Exempt holders (including, among others, all corporations) are
not subject to backup withholding and reporting requirements. To
prevent possible erroneous backup withholding, an exempt holder
must enter its correct TIN in Part 1 of Substitute
Form W-9, write
“Exempt” in Part 2 of such form, and sign and
date the form. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute
Form W-9 (the
“W-9
Guidelines”) for additional instructions.
If Common Shares are held in more than one name or are not in
the name of the actual owner, consult the enclosed
W-9 Guidelines for
information on which TIN to report.
If a US Shareholder does not have a TIN, such holder
should: (i) consult the enclosed
W-9 Guidelines for
instructions on applying for a TIN, (ii) write
“Applied For” in the space for the TIN in Part 1
of the Substitute
Form W-9, and
(iii) sign and date the Substitute
Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth
in this document. In such case, the Depositary may withhold 28%
of the gross proceeds of any payment made to such holder prior
to the time a properly certified TIN is provided to the
Depositary or the US Forwarding Agent, and if the
Depositary or the US Forwarding Agent is not provided with
a TIN within sixty (60) days, such amounts will be paid
over to the Internal Revenue Service.
If the Substitute
Form W-9 is not
applicable to a US Shareholder because such holder is not a
US person for United States federal income tax purposes,
such holder will instead need to submit an appropriate and
properly completed IRS
Form W-8
Certificate of Foreign Status, signed under penalty of perjury.
Such appropriate IRS
Form W-8 may be
obtained from the Depositary or the US Forwarding Agent.
A US SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE
SUBSTITUTE FORM W-9 SET
FORTH IN THIS LETTER OF TRANSMITTAL OR, IF APPLICABLE, THE
APPROPRIATE IRS
FORM W-8 MAY BE
SUBJECT TO BACKUP WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF
ANY PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE OFFER.
10. Currency of Payment
All amounts payable under the Offer will be paid in
US dollars.
11. Miscellaneous
(a)
If the space in Box 1 of this Letter of Transmittal is
insufficient to list all certificates for Common Shares or SRP
Rights, if applicable, additional certificate numbers and number
of securities may be included on a separate signed list affixed
to this Letter of Transmittal.
13
(b)
If deposited Common Shares are registered in different forms
(e.g. “John Doe” and “J. Doe”), a
separate Letter of Transmittal should be signed for each
different registration.
(c)
No alternative, conditional or contingent deposits will be
acceptable. All depositing Shareholders by execution of this
Letter of Transmittal or a manually executed facsimile copy
hereof waive any right to receive any notice of the acceptance
of Deposited Common Shares for payment, except as required by
applicable Laws.
(d)
The Offer and all contracts resulting from acceptance thereof
shall be governed by and construed in accordance with the laws
of the Province of Ontario and the federal laws of Canada
applicable therein. Each party to any agreement resulting from
the acceptance of the Offer unconditionally and irrevocably
attorns to the exclusive jurisdiction of the courts of the
Province of Ontario and all courts competent to hear appeals
therefrom.
(e)
Barrick will not pay any fees or commissions to any stockbroker,
dealer or other person for soliciting tenders of Common Shares
under the Offer (other than to members of the Soliciting Dealer
Group, the Depositary and the US Forwarding Agent), except
as set out in the accompanying Offer and Circular.
(f)
Before completing this Letter of Transmittal, you are urged to
read the accompanying Offer and Circular.
(g)
All questions as to the validity, form, eligibility (including,
without limitation, timely receipt) and acceptance of any Common
Shares deposited under the Offer will be determined by Barrick
in its reasonable discretion, subject to a party’s ability
to seek judicial review of any determination. Depositing
Shareholders agree that such determination will be final and
binding, subject to a party’s ability to seek judicial
review of any determination. Barrick reserves the absolute right
to reject any and all deposits which it determines not to be in
proper form or which may be unlawful to accept under the laws of
any jurisdiction. Barrick reserves the absolute right to waive
any defects or irregularities in the deposit of any Common
Shares. There shall be no duty or obligation of Barrick, the
Depositary, the US Forwarding Agent, the Information Agent,
the Dealer Managers or any other person to give notice of any
defects or irregularities in any deposit and no liability shall
be incurred or suffered by any of them for failure to give any
such notice. Barrick’s interpretation of the terms and
conditions of the Offer, the Circular, this Letter of
Transmittal, the Notice of Guaranteed Delivery and any other
related documents will be final and binding. Barrick reserves
the right to permit the Offer to be accepted in a manner other
than that set out in the Offer and Circular.
(h)
Additional copies of the Offer and Circular, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be
obtained without charge on request from the Information Agent,
the Depositary or the US Forwarding Agent at their
respective addresses provided on the back page of this Letter of
Transmittal.
12. Lost Certificates
If a share certificate has been lost or destroyed, this Letter
of Transmittal should be completed as fully as possible and
forwarded together with a letter describing the loss, to the
Depositary at its office in Toronto, Ontario. The Depositary
will forward such letter to NovaGold’s registrar and
transfer agent so that the transfer agent may provide
replacement instructions. If a certificate has been lost,
destroyed, mutilated or mislaid, please ensure that you provide
your telephone number so that the Depositary or NovaGold’s
transfer agent may contact you.
13. Assistance
THE DEPOSITARY, THE US FORWARDING AGENT, THE DEALER
MANAGERS OR THE INFORMATION AGENT (SEE BACK COVER PAGE FOR THEIR
RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS) OR YOUR INVESTMENT
DEALER, STOCKBROKER, TRUST COMPANY MANAGER, BANK MANAGER, LAWYER
OR OTHER PROFESSIONAL ADVISOR WILL BE ABLE TO ASSIST YOU IN
COMPLETING THIS LETTER OF TRANSMITTAL.
THIS LETTER OF TRANSMITTAL OR A MANUALLY EXECUTED FACSIMILE
HEREOF (TOGETHER WITH CERTIFICATES REPRESENTING COMMON SHARES
AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED
DELIVERY OR A MANUALLY EXECUTED FACSIMILE THEREOF MUST BE
RECEIVED BY THE DEPOSITARY AT OR PRIOR TO THE EXPIRY TIME.
14
FOR US SHAREHOLDERS ONLY
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE
FORM W-9
Guidelines for Determining the Proper Identification Number
for the Payee (You)
To Give the Payer — Social security numbers
have nine digits separated by two hyphens: i.e.,
000-00-0000. Employee
identification numbers have nine digits separated by only one
hyphen: i.e., 00-0000000. The table below will help determine
the number to give the payer. All “Section” references
are to the Internal Revenue Code of 1986, as amended.
“IRS” is the Internal Revenue Service.
Give The Taxpayer
For This Type of Account:
Identification
1.
Individual
The individual
2.
Two or more individuals (joint account)
The actual owner of the account or, if combined fund, the first
individual on the account(1)
3.
Custodian account of a minor (Uniform Gift to Minors Act)
The minor(2)
4.
a. The usual revocable savings trust account (grantor is
also trustee)
The grantor-trustee(1)
b. So-called trust that is not a legal or valid trust under
state law
The actual owner(1)
5.
Sole proprietorship or a single owner LLC
The owner(3)
6.
A valid trust, estate, or pension trust
The legal entity(4)
7.
Corporate (or electing corporate status on Form 8832)
The corporation
8.
Association, club, religious, charitable, educational, or other
tax-exempt organization
The organization
9.
Partnership or multi-member LLC
The partnership
10.
A broker or registered nominee
The broker or nominee
11.
Account with the Department of Agriculture in the name of a
public entity (such as a state or local government, school
district, or prison) that receives agricultural program payments
The public entity
(1)
List first and circle the name of the person whose number you
furnish. If only one person on a joint account has a social
security number, that person’s number must be furnished.
(2)
Circle the minor’s name and furnish the minor’s social
insurance number.
(3)
You must show your individual name, but you may also enter your
business or “doing business as” name on the second
name line. You may use either your social security number or
your employer identification number (if you have one).
(4)
List first and circle the name of the legal trust, estate, or
pension trust. (Do not furnish the taxpayer identification
number of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
NOTE: If no name is circled when there is more than one
name, the number will be considered to be that of the first name
listed.
Obtaining a Number
If you do not have a taxpayer identification number, apply for
one immediately. To apply for a social security number, get
Form SS-5,
Application for a Social Security Card, from your local Social
Security Administration Office or get this form online at
www.socialsecurity.gov/online/ss-5.pdf.
You may also get this form by calling
1-800-772-1213. Use
Form W-7,
Application for IRS Individual Taxpayer Identification Number,
to apply for an ITIN, or
Form SS-4,
Application for Employer Identification Number, to apply for an
EIN. You can apply for an EIN online by accessing the IRS
website at www.irs.gov/business/ and clicking on Employer ID
Numbers under Related Topics. You can get
Forms W-7 and
SS-4 from the IRS by
visiting www.irs.gov or by calling
1-800-829-3676.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding for this
purpose include:
(i)
An organization exempt from tax under Section 501(a), an
individual retirement account (IRA), or a custodial account
under Section 403(b)(7), if the account satisfies the
requirements of Section 401(f)(2);
(ii)
The United States or a state thereof, the District of Columbia,
a possession of the United States, or a political subdivision or
wholly-owned agency or instrumentality of any one or more of the
foregoing;
(iii)
An international organization or any agency or instrumentality
thereof;
(iv)
A foreign government and any political subdivision, agency or
instrumentality thereof;
(v)
A corporation;
(vi)
A financial institution;
(vii)
A dealer in securities or commodities required to register in
the United States, the District of Columbia, or a possession of
the United States;
(viii)
A real estate investment trust;
(ix)
A common trust fund operated by a bank under Section 584(a);
(x)
An entity registered at all times during the tax year under the
Investment Company Act of 1940;
(xi)
A custodian;
(xii)
A futures commission merchant registered with the Commodity
Futures Trading Commission;
(xiii)
A foreign central bank of issue; and
(xiv)
A trust exempt from tax under Section 664 or described in
Section 4947.
Exempt payees described above must file a Substitute
Form W-9 included
in this Letter of Transmittal to avoid possible erroneous backup
withholding. FILE THIS FORM WITH THE DEPOSITARY, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN
PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO
THE DEPOSITARY.
PRIVACY ACT NOTICE — Section 6109 requires
you to provide your correct taxpayer identification number to
payers, who must report the payments to the IRS. The IRS uses
the number for identification purposes and may also provide this
information to various government agencies for tax enforcement
or litigation purposes. Payers must be given the numbers whether
or not recipients are required to file tax returns. Payers must
generally withhold 28% of taxable interest, dividend, and
certain other payments to a payee who does not furnish a
taxpayer identification number to payer. Certain penalties may
also apply.
Penalties
(1)
Failure to Furnish Taxpayer Identification
Number. — If you fail to furnish your taxpayer
identification number to a payer, you are subject to a penalty
of $50 for each such failure unless your failure is due to
reasonable cause and not to wilful neglect.
(2)
Civil Penalty for False Information With Respect to
Withholding. — If you make a false statement with
no reasonable basis that results in no backup withholding, you
are subject to a $500 penalty.
(3)
Criminal Penalty for Falsifying Information. —
Wilfully falsifying certifications or affirmations may subject
you to criminal penalties including fines and/or imprisonment.
The Depositary for the Offer is:
CIBC Mellon Trust Company
By Mail
By Registered Mail, by Hand or by Courier
P.O. Box 1036
Adelaide Street Postal Station
Toronto, Ontario M5C 2K4
199 Bay Street
Commerce Court West
Securities Level
Toronto, Ontario M5L 1G9
Any questions and requests for assistance may be directed by
Shareholders 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.
Dates Referenced Herein and Documents Incorporated by Reference
