By Facsimile: (212) 474-3700 and U.S. Mail
Christopher S. Harrison, Esq. August 16, 2006
Cravath, Swaine & Moore LLP
825 8th Avenue
RE: Novagold Resources Inc.
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
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.
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
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.
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
Very truly yours,
Celeste M. Murphy
Office of Mergers & Acquisitions
Dates Referenced Herein and Documents Incorporated by Reference