UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the
Securities Exchange Act of 1934 (Amendment No. 3)
NovaGold
Resources
Inc.
(Name
of
Issuer)
Common
Shares
(Title of Class of Securities)
66987E206
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)
April
5,
2007
(Date of Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), (f) or (g), check the following
box. o
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSON–I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barrick
Gold Corporation
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) x
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WK,
BK, OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR
2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ontario,
Canada
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
13,583,602
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
0
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
13,583,602
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,583,602
|
|
12
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
This
Amendment No. 3 (this “Amendment”) amends and supplements the Statement on
Schedule 13D originally filed with the Securities and Exchange Commission
on
December 1, 2006, as amended and supplemented by Amendment No. 41 to the
Schedule TO filed on December 7, 2006 and Amendment No. 42 to the
Schedule TO filed on December 12, 2006 (as so amended, the “Schedule 13D”), by
Barrick Gold Corporation, a corporation incorporated under the laws of the
Province of Ontario (“Barrick”).
Capitalized
terms used herein and not defined have the respective meanings assigned to
such
terms in the Schedule 13D. Except as specifically provided herein,
this Amendment does not modify any of the information previously reported
on the
Schedule 13D.
Item
4. Purpose of Transaction.
Item
4 of
the Schedule 13D is amended and supplemented by adding the
following:
Barrick
continues to review and monitor its options and alternatives with respect
to its
ownership of Common Shares 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. In light of prevailing factors,
Barrick currently intends to explore opportunities to dispose of all or a
portion of the Common Shares owned by it 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. In the future, as a result of
such review and monitoring and relevant factors that may prevail from time
to
time, Barrick may cease its exploration of opportunities to dispose of Common
Shares, terminate or temporarily suspend any sales activities in which it
is
engaged or may acquire additional Common Shares or Warrants or dispose of
Common
Shares or Warrants at any time and from time to time, in each case in the
open
market, through negotiated or private transactions or otherwise, and in each
case on such terms and at such times as Barrick may deem advisable.
Item
7. Materials to be Filed as Exhibits.
Item
7 of
the Schedule 13D is amended and supplemented by adding the
following:
Exhibit
No.
|
|
Exhibit
Name |
|
|
|
99-9
|
|
Press
Release, dated April 5,
2007
|
SIGNATURE
After
reasonable 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.
Date: April
9, 2007
BARRICK
GOLD
CORPORATION
|
By:
|
|
/s/
Sybil E. Veenman
|
|
Name:
|
|
Sybil
E. Veenman
|
|
Title:
|
|
Vice
President, Assistant General Counsel and
Secretary
|
EXHIBIT
INDEX
|
|
|
99-9
|
|
Press
release, dated April 5, 2007
|
|
|
|
|
|
|