BARRICK MINING CORP — Major Shareholding Notification 2006

Dec 7, 2006

SC 13D/A 1 sc13da.htm SCHEDULE 13D/A Schedule 13D/A 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 TO/A

Tender Offer Statement under Section 14(d)1 or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 41)

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 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.
x	amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of a tender offer o

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 13,583,602 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 13,583,602 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,583,602 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8 % | |
| 14 | TYPE
OF REPORTING PERSON CO | |

This Amendment No. 41 (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 4. Terms of the Transaction.

The Offer expired at 9:00 p.m. (Toronto time) on December 6, 2006.

Item 8. Interest in Securities of the Subject Company.

Barrick previously disclosed that it took up 13,231,377 Common Shares on November 21, 2006. Subsequently, Barrick was advised by NovaGold’s transfer agent that certain of the shares tendered were shares of a predecessor to NovaGold exchangeable for Common Shares at a 10:1 exchange ratio. As a result, the actual number of shares acquired on November 21, 2006 was 13,228,739.

As of the expiration of the Offer, Barrick has taken up and accepted for payment an additional 354,863 Common Shares that were deposited to the Offer after November 21, 2006, which represent approximately 0.4% of the outstanding Common Shares. Together with the 13,228,739 Common Shares taken up by Barrick on November 21, 2006, Barrick now owns approximately 13,583,602 Common Shares, representing approximately 14.8% of the outstanding Common Shares.

Item 12. Exhibits.

Item 12 of the Schedule TO is amended and supplemented by adding the following:

Exhibit	Description
(a)(5)(YY)	Press
release, dated December 7, 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/
Faith T. Teo |
| --- | --- |
| Name: | Faith
T. Teo |
| Title: | Senior
Counsel and Assistant
Corporate Secretary |
| Date: | December
7, 2006 |

Exhibit	Description
(a)(5)(YY)	Press
release, dated December 7, 2006