Tender Offer Statement Amendment No. 18
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. 18)
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, 2006, 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
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issuer
tender offer subject to Rule 13e-4.
|
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going-private
transaction subject to Rule 13e-3.
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amendment
to Schedule 13D under Rule
13d-2.
|
This
Amendment No. 18 (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, which was
increased to $16.00 cash per share as discussed below in Item 4.
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, and the Notice of
Extension dated October 12, 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
4. Terms of the Transaction.
On
October 24, 2006, Barrick formally amended the Offer by delivering a notice
of
extension and a notice of variation to the Depository, which among other things,
increased the offer price to acquire the Common Shares from US$14.50 to US$16.00
per share and extended the Offer to 9:00 p.m. (Toronto time) on November 7,
2006. Additionally, on October 24, 2006, Barrick issued a press release
announcing the extension of the Offer and the increase in the offer price.
A
Notice of Variation and Extension is expected to be mailed to shareholders
of
NovaGold during the week of October 23, 2006.
Item
12. Exhibits.
Item
12
of the Schedule TO is amended and supplemented by adding the
following:
Exhibit
|
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Description
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(a)(5)(Y)
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Press
release, dated October 24, 2006
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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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BARRICK
GOLD CORPORATION
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By:
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/s/ Faith
T. Teo
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Name:
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Faith
T. Teo
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Title:
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Senior
Counsel and
Assistant
Corporate Secretary
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Date:
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October
24, 2006
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Exhibit
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Description
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(a)(5)(Y)
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|
Press
release, dated October 24, 2006
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