Schedule TO/A - Amendment 4
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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. 4)
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
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$109,231.92
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(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.
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| |
Amount
Previously Paid: $109,231.92
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|
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Form
or Registration No.: Schedule
TO
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Filing
Party: Barrick
Gold Corporation
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Date
Filed: August
4, 2006
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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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third-party
tender offer subject to Rule 14d-1.
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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.
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This
Amendment No. 4 (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 incorporated
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”). Except as
specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedule TO.
Item
11. Additional
Information.
Alaska
Litigation
On
August
24, 2006, NovaGold and NovaGold Resources Alaska, Inc. filed a complaint in
the
United States District Court
for
the District of Alaska (the “District Court”) against Barrick and Placer Dome
U.S. Inc. NovaGold claims that in connection with the Offer Barrick has made
material misrepresentations and omissions regarding NovaGold’s
interests in
the
Donlin Creek project in Southwestern Alaska and Barrick’s ability
to
increase its interest in the project to 70% by satisfying certain conditions.
NovaGold has
asked
that the Court enter a declaratory judgment that specifies the requirements
Barrick must meet in order to earn the 70% interest in the Donlin Creek project
and has also claimed that Barrick breached
an obligation of good faith and fair dealing and a fiduciary duty to
NovaGold under the Donlin Creek joint venture agreement.
In
a
hearing on August 28, 2006, the District Court denied a request by NovaGold
for
a temporary restraining order and scheduled a September 6, 2006, hearing on
NovaGold's motion for a preliminary injunction requesting that Barrick be
enjoined from proceeding with or participating in the Offer.
British
Columbia Litigation
In
addition, on August 11, 2006, NovaGold filed a writ
of
summons and statement of claim in the Supreme Court of British Columbia
asserting, among other things, that in connection with Barrick’s offer to
acquire all the outstanding shares of Pioneer, Barrick wrongfully used
confidential information that belonged to NovaGold regarding the Galore Creek
project between NovaGold and Pioneer. NovaGold is seeking, among other things,
a
court order that any shares of Pioneer purchased by Barrick under its offer
and
the benefit of the lock-up agreement with certain Pioneer shareholders entered
into by Barrick be held in a constructive trust for the benefit of
NovaGold.
Barrick
believes the lawsuits filed by NovaGold are unfounded and are being used as
a
defensive tactic. Barrick intends to defend itself vigorously against NovaGold’s
claims.
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/ 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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August
29, 2006 |