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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
TO/A
Tender
Offer Statement under Section 14(d)1 or 13(e)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 42)
NOVAGOLD
RESOURCES INC.
(Name
of
Subject Company (issuer))
BARRICK
GOLD CORPORATION
(Name
of
Filing Person (offeror))
Common
Shares
(Title
of
Class of Securities)
(CUSIP
Number of Class of Securities)
Sybil
E. Veenman
Vice
President, Assistant General Counsel, and Secretary
BCE
Place, Canada Trust Tower
161
Bay Street, Suite 3700
P.O.
Box 212
Toronto,
Canada M5J 2S1
(416)
861-9911
(Name,
address, and telephone number of person authorized
to
receive notices and communications on behalf of filing persons)
CALCULATION
OF FILING FEE
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Transaction
Valuation(1)
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Amount
of Filing Fee(2)
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$1,126,464,928
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$120,531.75
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(1)
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Estimated
solely for the purpose of calculating the fee in accordance with
Rule 0-11 of the Securities Exchange Act of 1934 (the “Exchange
Act”). The transaction valuation has been estimated on the
basis of the securities to be acquired in the United States only.
The
number of securities to be acquired in the United States has
been
estimated on the basis of the aggregate trading volume on the
national
securities exchanges in the United States over the 12 calendar
month
period prior to August 1, 2006 as a percentage of the total aggregate
volume on the national securities exchanges in both the United
States and
Canada over the same period.
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(2)
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The
amount of the Fee has been calculated in accordance with Rule
0-11 of the
Exchange Act and based on (a) 70,404,058, which is the estimated
number of NovaGold common shares to be acquired in the United
States on a
fully diluted basis as of August 3, 2006, and (b) $16.00, which
is the per share tender offer price.
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x
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number,
or the Form
or Schedule and the date of its filing.
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Amount
Previously Paid: $120,531.75
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Form
or Registration No.: Schedule
TO
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Filing
Party: Barrick
Gold Corporation
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o
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to
which the
statement relates:
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x
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third-party
tender offer subject to Rule 14d-1.
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o
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issuer
tender offer subject to Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3.
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x
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting
the resuts
of a tender offer x
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1
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NAME
OF REPORTING PERSON -I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barrick Gold Corporation
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e) □
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
□
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE
OF REPORTING PERSON
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This
Amendment No. 42 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed on August 4, 2006 (as so amended,
the “Schedule TO”) by Barrick Gold Corporation, a corporation incorporated under
the laws of the Province of Ontario (“Barrick”).
The
Schedule TO relates to the offer by Barrick to purchase all of the issued
and outstanding common shares of NovaGold Resources Inc., a company existing
under the laws of the Province of Nova Scotia (“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 issued under the Shareholder Rights Plan of NovaGold (collectively,
the
“Common Shares”), at a price of US$16.00 cash per Common Share.
The
Offer
is subject to the terms and conditions set forth in Barrick’s offer and related
circular dated August 4, 2006 (the “Offer and Circular”), as
supplemented by the Notice of Change in Information, dated September 1,
2006,
and as amended and supplemented by the Notice of Extension, dated September
15,
2006,
the
Notice of Extension, dated September 29, 2006, the Notice of Extension
dated October 12, 2006, the Notice of Variation and Extension, dated October
25,
2006, the Notice of Variation and Extension, dated November 9, 2006, and
the
Notice of Extension, dated November 22, 2006.
Capitalized
terms used herein and not defined herein have the respective meanings assigned
to such terms in the Offer and Circular, as supplemented and amended. Except
as
specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedule TO.
Item
6. Purposes
of the Transaction and Plans or Proposals.
Barrick
plans to review and continuously monitor all of its options and alternatives
with respect to its ownership of Common Shares of NovaGold and its relationship
with NovaGold in light of all relevant factors from time to time, including
general market conditions, prevailing market prices for the Common Shares,
the
business and prospects of NovaGold and alternative investment opportunities
available to Barrick.
As
a
result of such review, Barrick may acquire additional Common Shares or
Warrants,
at any time and from time to time, in the open market, by take-over bid,
through
negotiated or private transactions or otherwise, or dispose of Common Shares
or
Warrants, if acquired, at any time and from time to time, in the open market,
through negotiated or private transactions or otherwise, in each case on
such
terms and at such times as Barrick may deem advisable.
Prior
to
the Offer, Barrick engaged in unsuccessful negotiations with NovaGold with
respect to a variety of potential transactions principally related to NovaGold’s
Galore Creek project in northwestern British Columbia, Canada and also
involving
the Donlin Creek joint venture project in southwestern Alaska. Barrick
is the
operator of and owns a 30% interest in the Donlin Creek project, with the
right
to increase its interest to 70% by satisfying certain back-in requirements.
In
addition, Barrick owns approximately 90% of the outstanding shares of Pioneer
Metals Corporation (“Pioneer”) and intends to acquire the remaining shares.
Pioneer is the owner of the Grace claims, which are adjacent to the Galore
Creek
project and which are the subject of litigation between Pioneer and NovaGold.
Depending on the circumstances that exist from time to time, discussions
of
these projects may occur between Barrick and NovaGold. Such discussions
may
include the possibility of asset acquisitions, asset dispositions, asset
swaps,
joint ventures, modifications to existing contractual arrangements, settlement
of litigation, equity financing transactions, debt financing transactions
and/or
related or similar matters.
For
further information about the relationship between Barrick and NovaGold
with
respect to the Donlin Creek project, the Galore Creek project and the Grace
Property, see Section 5 (“Background to the Offer”) of the Offer and Circular,
filed as Exhibit (a)(1)(A) to the Schedule TO, and Section 1 (“Recent
Developments”) of the Notice of Change in Information, dated September 1, 2006,
filed as Exhibit (a)(1)(F) to Amendment No. 5 to the Schedule TO filed
on
September 1, 2006.
Barrick
may also, from time to time, communicate with other shareholders of NovaGold
to
discuss the business and affairs of NovaGold and potential transactions
between
Barrick and NovaGold.
Item
8. Interest
in Securities of the Subject Company.
On
December 11, 2006, the guaranteed delivery period for the Offer expired.
In the
Offer, after giving effect to settlement of the Common Shares tendered
pursuant
to Notices of Guaranteed Delivery, Barrick acquired an aggregate of 13,583,602
Common Shares, which represent approximately 14.8% of the outstanding Common
Shares. Barrick paid US$16.00 per Common Share acquired in the Offer. The
aggregate cash consideration paid by Barrick under the Offer was
US$217,337,632.
SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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By:
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/s/
Sybil E. Veenman
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Name:
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Sybil
E. Veenman
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Title:
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Vice
President, Assistant General Counsel and Secretary
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Date:
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