BARRICK MINING CORP — Major Shareholding Notification 2007

Apr 9, 2007

SC 13D/A 1 sc13da.htm AMENDMENT NO. 3 sc13da.htm Licensed to: Cravath, Swaine & Moore LLP Document Created using EDGARizer 4.0.0.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

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

(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)

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).

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SCHEDULE 13D

CUSIP No. 66987E206

| 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 | | 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 | |

Page 3 of 5

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 |

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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: April 9, 2007

BARRICK GOLD CORPORATION

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

Page 5 of 5

EXHIBIT INDEX

Exhibit	Description
99-9	Press
release, dated April 5, 2007