BARRICK MINING CORP — Major Shareholding Notification 2006

Dec 1, 2006

SC 13D 1 sc13d.htm SCHEDULE 13D Schedule 13D Licensed to: Cravath Swaine & Moore LLP Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

| NovaGold
Resources
Inc. |
| --- |
| (Name
of Issuer) Common
Shares |
| (Title
of Class of Securities) 66987E206 |
| (CUSIP
Number) 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) |
| November
21, 2006 |
| (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).

Page 2 of 5

SCHEDULE 13D

CUSIP No. 66987E206

| 1 | NAME
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
BOX 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 BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 13,231,377 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 13,231,377 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,231,377 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% | |
| 14 | TYPE
OF REPORTING PERSON CO | |

Page 3 of 5

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the common shares (“Common Shares”) of NovaGold Resources Inc. , a company organized under the laws of the Province of Nova Scotia, Canada (“NovaGold”). The principal executive offices of the Issuer are located at Suite 2300, 200 Granville Street, Vancouver, British Columbia, Canada V6C 1S4.

Item 2. Identity and Background.

This Statement is being filed by Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario, Canada (“Barrick”). Barrick’s principal business is gold mining. The address of Barrick’s principal business and office is BCE Place, Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, ON M5J 2S1.

During the last five years, neither Barrick nor, to Barrick’s knowledge, any person named on Schedule B (“Information Concerning the Executive Officers and Directors of Barrick”) of the Original Offer and Circular (as defined in Item 5 below) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither Barrick nor, to Barrick’s knowledge, any person named on Schedule B (“Information Concerning the Executive Officers and Directors of Barrick”) of the Original Offer and Circular (as defined in Item 5 below) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information set forth in Schedule B (“Information Concerning the Executive Officers and Directors of Barrick”) of the Original Offer and Circular (as defined in Item 5 below) is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Section 7 (“Source of Funds”) of the Original Offer and Circular (as defined in Item 5 below), Section 3 (“Source of Funds”) of the First Notice of Extension (as defined in Item 5 below) and Section 3 (“Source of Funds”) of the First Notice of Variation and Extension (as defined in Item 5 below) is incorporated herein by reference.

Item 4. Purpose of Transaction.

The purpose of the Offer (as defined in Item 5 below) is to acquire all of the outstanding Common Shares of NovaGold (including those that may become issued and outstanding upon the conversion, exchange or exercise of securities that are convertible into or exchangeable or exercisable for Common Shares). The Offer (as defined in Item 5 below) expires at 9:00 p.m. (Toronto time) on December 6, 2006. If a sufficient number of the outstanding Common Shares are acquired through the Offer (as defined in Item 5 below), Barrick intends to acquire all remaining Common Shares in either a subsequent acquisition transaction or a compulsory acquisition, in each case as described in Section 13 (“Acquisition of Common Shares Not Deposited”) of the Original Offer and Circular (as defined in Item 5 below).

Item 5. Interest in Securities of the Issuer.

(a) and (b) The responses to Rows (7) through (13) of the cover page of this Statement are incorporated herein by reference.

Page 4 of 5

(c) Pursuant to Barrick’s offer (the “Offer”) to acquire all of the outstanding Common Shares of NovaGold, as described in the tender offer statement on Schedule TO filed on August 4, 2006 (as amended, the “Schedule TO”) and Barrick’s offer and related circular dated August 4, 2006 (the “Original Offer and Circular”), as amended and supplemented by the Notice of Change in Information dated September 1, 2006, the Notice of Extension dated September 15, 2006 (the “First Notice of Extension”), 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 “First Notice of Variation and Extension”), the Notice of Variation and Extension dated November 9, 2006 and the Notice of Extension dated November 22, 2006, Barrick took up and accepted for payment 13,231,377 Common Shares representing approximately 14.4% of the issued and outstanding Common Shares. Barrick paid $16.00 per Common Share.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

To Barrick’s knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any of the persons named in Item 2 and between such persons and any person with respect to any securities of NovaGold, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.

| Exhibit No. | Exhibit
Name |
| --- | --- |
| 99-1 | Offer
and Circular, dated August 4, 2006, filed as Exhibit (a)(1)(A) to
the
Schedule TO and incorporated herein by reference |
| 99-2 | Notice
of Change in Information, dated September 1, 2006, filed as Exhibit
(a)(1)(F) to Amendment No. 5 to the Schedule TO filed on September
1,
2006, and incorporated herein by reference |
| 99-3 | Notice
of Extension, dated September 15, 2006, filed as Exhibit (a)(1)(G)
to
Amendment No. 10 to the Schedule TO filed on September 18, 2006,
and
incorporated herein by reference |
| 99-4 | Notice
of Extension, dated September 29, 2006, filed as Exhibit (a)(1)(H)
to
Amendment No. 14 to the Schedule TO filed on October 2, 2006, and
incorporated herein by reference |
| 99-5 | Notice
of Extension, dated October 12, 2006, filed as Exhibit (a)(1)(I)
to
Amendment No. 16 to the Schedule TO filed on October 13, 2006, and
incorporated herein by reference |
| 99-6 | Notice
of Variation and Extension, dated October 25, 2006, filed as Exhibit
(a)(5)(Z) to Amendment No. 19 to the Schedule TO filed on October
26,
2006, and incorporated herein by reference |
| 99-7 | Notice
of Variation and Extension, dated November 9, 2006, filed as Exhibit
(a)(5)(II) to Amendment No. 26 to the Schedule TO filed on November
13,
2006, and incorporated herein by reference |
| 99-8 | Notice
of Extension, dated November 22, 2006, filed as Exhibit (a)(1)(J)
to
Amendment No. 36 to the Schedule TO filed on November 27, 2006, and
incorporated herein by reference |

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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: December 1, 2006

BARRICK GOLD CORPORATION

| By: | /s/
Sybil E. Veenman |
| --- | --- |
| Name: | Sybil
E. Veenman |
| Title: | Vice
President, Assistant General Counsel
and Secretary |