Amendment No. 40
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. 40)
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)
|
$1,126,464,928
|
$120,531.75
|
(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) $16.00, 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: |
$120,531.75 |
|
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. 40 (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
5. Past
Contacts, Transactions, Negotiations and Agreements.
On
December 1, 2006, Barrick announced that no discussions have taken place between
Barrick and NovaGold regarding a “friendly” acquisition transaction and that
Barrick has no intention of engaging in any such negotiations with
NovaGold.
Item
7. Source
of Funds.
On
December 1, 2006, Barrick confirmed that it has completed the previously
announced sale of its interest in the South Deep project in South
Africa.
Item
12.
Exhibits.
Item
12
of the Schedule TO is amended and supplemented by adding the
following:
Exhibit
|
Description
|
(a)(5)(XX)
|
Press
release, dated December 1, 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:
|
|
December
1, 2006
|
Exhibit
|
Description
|
(a)(5)(XX)
|
Press
release, dated December 1, 2006
|