SEC – ‘UPLOAD’ from 8/17/06 re: Novagold Resources Inc – ‘LETTER’

On:  Thursday, 8/17/06, at 2:58pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  1/29/07   ·   Accession #:  0-6-39626

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    11K 


By Facsimile: (212) 474-3700 and U.S. Mail                                      

Christopher S. Harrison, Esq.                                   August 16, 2006 
Cravath, Swaine & Moore LLP                                                     
Worldwide Plaza                                                                 
825 8th Avenue                                                                  
(212) 474-1000                                                                  

RE:     Novagold Resources Inc.                                                 
Schedule TO-T                                                   
Filed by Barrick Gold Corporation                               
Date Filed: August 4, 2006                                      
File No. 005-80075                                              

Dear Mr. Hall:                                                                  

We have reviewed your filing and have the following comments.                   
Where indicated, we think you should revise your documents in response          
to these comments.  If you disagree, we will consider your                      
explanation as to why any comment is inapplicable or a revision is              
unnecessary. Please be as detailed as necessary in your explanation.            
In some of our comments, we may ask you to provide us with supplemental         
information so we may better understand your disclosure.  After                 
reviewing this information, we may or may not raise additional                  
comments.                                                                       

Please understand that the purpose of our review process is to assist           
you in your compliance with the applicable disclosure requirements              
and to enhance the overall disclosure in your filing.  We look                  
forward to working with you in these respects.  We welcome any                  
questions you may have about our comments or on any other aspect                
of our review.  Feel free to call us at the telephone number listed             
at the end of this letter.                                                      

Schedule TO                                                                     
Conditions of the Offer, page 19                                                

1. The staff believes that all conditions to the offer, except                  
those conditions subject to regulatory approvals, must be satisfied             
or waived prior to expiration of the offer.  Because several                    
conditions refer to the successful completion of the Compulsory                 
Acquisition or any Subsequent Acquisition Transaction, any of which             
would be completed post-expiration, it appears the offeror intends for          
its conditions to survive offer expiration.  Please revise here and             
throughout your disclosure, to make clear that all conditions to                
the offer, other than those conditions dependent upon the receipt of            
government approvals, will be raised or asserted prior to offer                 
expiration.                                                                     

2. We note your statement in the penultimate paragraph of this                  
section that "[t]he failure by Barrick at any time to exercise any              
of the foregoing rights shall not be deemed a waiver of any such                
right and each such right shall be deemed to be an ongoing right that           
may be asserted at any time and from time to time."  Please clarify             
that all conditions to the offer must be satisfied or waived prior to           
the expiration of the offer.                                                    

U.S. Securities and Exchange Commission Relief, page 42                         

3. Provide us with your revised request, as we discussed.                       

Compulsory Acquisition, page 44                                                 

4. Please eliminate the phrase from the last paragraph that the                 
summary "is qualified in its entirety" by reference to the                      
detailed provisions of Section 132 of the NSCA. The qualification               
suggests that the offer summary may not be materially complete.                 
Please revise accordingly.                                                      

Closing Comments                                                                

We urge all persons who are responsible for the accuracy and    
adequacy of the disclosure in the filings reviewed by the staff to              
be certain that they have provided all information investors require.           
Since the bidder is in possession of all facts relating to the                  
bidder`s disclosure, they are responsible for the accuracy and                  
adequacy of the disclosures they have made.                                     

In connection with responding to our comments, please           
provide, in writing, a statement from the bidder acknowledging that:            

* The bidder is responsible for the adequacy and accuracy of the                
disclosure in the filings;                                                      

* Staff comments or changes to disclosure in response to staff                  
comments in the filings reviewed by the staff do not foreclose the              
Commission from taking any action with respect to the filing; and               

* The bidder may not assert staff comments as a defense in any                  
proceeding initiated by the Commission or any person under the                  
federal securities laws of the United States                                    

In addition, please be advised that the Division of                 
Enforcement has access to all information you provide to the staff              
of the Division of Corporation Finance in our review of your filings            
or in response to our comments on your filing.                                  

Please file an amended Schedule TO in response to these         
comments.  In addition, please furnish a cover letter that keys                 
your responses to our comments and provides any supplemental                    
information we requested.  This letter should be filed on EDGAR as              
correspondence.  If you believe complying with a comment is not                 
appropriate, tell us why in your letter.  You should be aware that              
we might have additional comments based on your responses.  Please              
direct any questions regarding the comments to me in the Office of              
Mergers and Acquisitions at (202) 551-3257 or by facsimile at                   
(202) 772-9203.                                                                 

Very truly yours,                                                               

Celeste M. Murphy                                                               
Special Counsel                                                                 
Office of Mergers & Acquisitions                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		1/29/07		UPLOAD
Filed on:		8/17/06		SC TO-T/A,  UPLOAD
		8/16/06		CORRESP,  SC 13G,  SC 14D9/A,  UPLOAD
		8/4/06		6-K,  SC TO-T,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/04/06  Barrick Gold Corp.                SC TO-T               13:3.1M Novagold Resources Inc.           Bowne - Bot/FA