Amendment No. 8
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO/A
Tender
Offer Statement under Section 14(d)1 or 13(e)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 8)
NOVAGOLD
RESOURCES INC.
(Name
of
Subject Company (issuer))
BARRICK
GOLD CORPORATION
(Name
of
Filing Person (offeror))
Common
Shares
(Title
of
Class of Securities)
66987E206
(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
Transaction
Valuation(1)
|
Amount
of Filing Fee(2)
|
$1,020,858,842.43
|
$109,231.92
|
(1)
|
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.
|
(2)
|
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, 2004, and (b) $14.50, which
is the per share tender offer
price.
|
x
|
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.
|
|
Amount
Previously Paid: $109,231.92
|
|
|
Form
or Registration No.: Schedule
TO
|
|
|
Filing
Party: Barrick
Gold
Corporation
|
|
|
Date
Filed: August
4,
2006
|
|
|
|
|
o
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
|
Check
the appropriate boxes below to designate any transactions to which
the
statement relates:
|
|
x
|
third-party
tender offer subject to Rule 14d-1.
|
|
o
|
issuer
tender offer subject to Rule 13e-4.
|
|
o
|
going-private
transaction subject to Rule 13e-3.
|
|
o
|
amendment
to Schedule 13D under Rule 13d-2.
|
This
Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed on August 4, 2006 (as so amended,
the “Schedule TO”) filed 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$14.50 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.
Capitalized
terms used herein and not defined herein have the respective meanings assigned
to such terms in the Offer and Circular, as supplemented. Except as specifically
provided herein, this Amendment does not modify any of the information
previously reported on the Schedule TO.
Item 4.
Terms of the Transaction.
Barrick
announced in a press release dated September 14, 2006 that it is extending
the
Offer to 6:00 p.m. (Toronto Time) on September 29, 2006, unless further extended
or withdrawn. Barrick will give formal notice of the extension to Barrick's
depository under the Offer.
Item
11. Additional
Information.
Barrick
announced in a press release dated September 14, 2006, that it intends to file
an application with the British Columbia Securities Commission, the securities
regulatory authority in British Columbia, Canada, requesting a hearing to
consider cease trading any securities issued or to be issued in connection
with
NovaGold’s Shareholder Rights Plan. Barrick has requested that a hearing in
respect of the application be held no later than September 27,
2006.
Item
12. Exhibits.
Item
12
of the Schedule TO is amended and supplemented by adding the
following:
Exhibit
|
|
Description
|
(a)(5)(N)
|
|
Press
Release, dated September 14, 2006
|
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.
BARRICK
GOLD CORPORATION
By:
|
/s/
Sybil E. Veenman
|
Name:
|
Sybil
E. Veenman
|
Title:
|
Vice
President, Assistant General Counsel and Secretary
|
Date:
|
September
15, 2006
|
|
|
EXHIBIT
INDEX
Exhibit
|
|
Description
|
(a)(5)(N)
|
|
Press
Release, dated September 14, 2006
|