|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
SCHEDULE
TO
Tender
Offer Statement under Section 14(d)1 or 13(e)(1)
of
the Securities Exchange Act of 1934
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
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Transaction
Valuation
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Amount
of Filing Fee
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Not
Applicable*
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Not
Applicable*
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| * | Pursuant to General Instruction D to Schedule TO, no filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer. | |||
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o
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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:_____________________________
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Form
or Registration No.:_____________________________
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Filing
Party:_______________________________________
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Date
Filed:________________________________________
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x
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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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x
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third-party
tender offer subject to Rule 14d-1.
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o
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issuer
tender offer subject to Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3
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o
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amendment
to Schedule 13D under Rule 13d-2
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The following two press releases were released by Barrick Gold
Corporation on July 24, 2006.
PRESS
RELEASE - July 24, 2006
All
currency figures in US dollars unless otherwise specified
Barrick
Announces Cash Offer for NovaGold
Assets
will consolidate 100% of Donlin Creek Project and add Galore Creek to Barrick’s
unrivalled project pipeline
Highlights
|
•
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NovaGold
shareholders to receive US$14.50 per share in
cash.
|
|
•
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Offer
represents a premium of 24% based on the last NovaGold closing
price.
|
|
•
|
Barrick’s
offer to acquire Pioneer will consolidate land position in the
Galore
Creek district.
|
|
•
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Measured
and indicated gold resources in North America to rise by 54% -
strengthening Barrick’s quality assets in the
region.
|
Barrick
Gold Corporation
(ABX: TSX; NYSE) announced today that it intends to make an offer to acquire
all
the outstanding shares of NovaGold Resources Inc. (NG: TSX;AMEX) in order
to
consolidate its interest in the Donlin Creek project in Alaska, USA, and
acquire
100 per cent of the Galore Creek project in British Columbia, Canada. The
proposed transaction is valued at approximately US$1.29 billion (or US$1.53
billion on a fully diluted basis). The all-cash offer of US$14.50 per share
represents a premium of 24 per cent over the July 21, 2006 closing price
of
NovaGold’s shares on the AMEX.
“Having
successfully
acquired and integrated the Placer Dome mines into our portfolio, the
acquisition of NovaGold’s assets will consolidate our interest in the Donlin
Creek project and add another quality project to our unrivalled pipeline,” said
Greg Wilkins, Barrick President and Chief Executive Officer. “The acquisition of
NovaGold will significantly strengthen our mineral resource base and enhance
our
North American foundation of quality assets.”
BARRICK
GOLD CORPORATION
PRESS
RELEASE
1
The
NovaGold assets include:
| · |
A
30 per cent interest in Donlin Creek: Barrick acquired its right
to earn
up to a 70 per cent interest as part of the January 2006 acquisition
of
Placer Dome Inc. According to information previously provided by
Placer
Dome at year end 2005, Donlin Creek had 14.8 million ounces of
measured
and indicated gold resources, and 13.6 million
ounces of inferred gold resources. Barrick is currently completing
a detailed technical review of the project while continuing to
advance the
feasibility study process and conducting regional exploration
programs.
|
| · |
A
100 per cent interest in Galore Creek: Located in northwestern
British
Columbia and 75 kilometers northwest of Barrick’s Eskay Creek mine, Galore
Creek has measured and indicated resources of 6.0 million ounces
of gold,
75.4 million ounces of silver, 6.8 billion pounds of copper, as
well as
inferred resources of 7.2 million ounces of gold, 73.4 million
ounces of
silver, and 5.0 billion pounds of copper (according to publicly-available
information issued by NovaGold as of February
2006).
|
| · |
The
Nome operations in Alaska, which include the Rock Creek, Big Hurrah
and
Nome Gold projects. Also in Alaska, NovaGold has an option to acquire
a
joint venture interest in the Ambler project from Rio Tinto PLC,
and a
portfolio of earlier stage exploration
projects.
|
| · |
Approximately
C$200 million in cash (as at May 31, 2006) and a portfolio of
investments.
|
The
acquisition will significantly add to Barrick’s North American portfolio. Pro
forma measured and indicated gold resources in North America would rise 54
per
cent to 34.7 million ounces, inferred gold resources would rise by 89 per
cent
to 28.2 million ounces.
In
a
separate news release issued today, Barrick and Pioneer Metals Corporation
announced an agreement under which Pioneer agreed to recommend that its
shareholders tender their shares to Barrick’s cash offer to acquire all of the
common shares of Pioneer at a price of C$1.00 per Pioneer share. Pioneer’s
directors and officers and certain shareholders, representing over 40 per
cent
of the Pioneer shares (on a fully-diluted basis), have agreed to tender their
shares under a lock-up arrangement. The value of the Pioneer transaction
is
approximately C$64.7 million in cash on a fully diluted basis. Pioneer has
a
portfolio of exploration properties and interests, including the Grace property
which is adjacent to NovaGold’s Galore Creek project. The consolidation of the
land position around the Galore Creek project will facilitate its
development.
“The
acquisition of the remaining 30 per cent in the Donlin Creek project and
the
Galore Creek project fits with our strategic plans to further strengthen
our
project pipeline and meet the challenge of growing our reserve and resource
base,” said Mr. Wilkins. “Our strong balance sheet gives us the ability to
finance this acquisition with cash, thereby increasing our per share leverage
to
gold and copper.”
Barrick
will be announcing its second quarter results on Wednesday, August 2, 2006
and
is on track with its 2006 production and cash cost guidance. The Company
will be
updating the investment community on its overall project pipeline later this
year.
BARRICK
GOLD CORPORATION
PRESS
RELEASE
2
Full
details of the offer will be included in the formal offer and take-over bid
circular to be filed with the securities regulatory authorities and mailed
to
NovaGold shareholders. Barrick expects to have the take-over bid documents
filed
as soon as possible. The offer will be open for acceptance for at least 35
days
following the commencement of the offer. The offer will be subject to certain
conditions, including receipt of all necessary regulatory clearances, absence
of
material adverse changes and acceptance of the offer by NovaGold shareholders
owning not less than 75 per cent of the NovaGold common shares on a
fully-diluted basis. Once the 75 per cent acceptance level is met, Barrick
intends, but is not required, to take steps to acquire all outstanding NovaGold
common shares.
Barrick’s
financial advisors are CIBC World Markets Inc.; its legal advisors are Davies
Ward Phillips & Vineberg LLP and Lawson Lundell LLP in Canada and Cravath,
Swaine & Moore LLP in the US.
Barrick’s
vision is to be the world’s best gold company by finding, acquiring, developing
and producing quality reserves in a safe, profitable and socially responsible
manner. Barrick’s shares are traded on the Toronto, New York, London,
Euronext-Paris and Swiss stock exchanges.
Conference
Call and Webcast
The
investment community is invited to participate in Barrick’s conference call and
webcast as follows:
Monday,
July 24, 2006 at 11:00 am (EDT)
Toll
Free: 888-858-6132
International:
706-679-4490
The
live
webcast can be accessed by visiting the special website at
www.barrick.com.
The
Conference Call will be available for replay until July 31st by
calling 800-558-5253 for North American callers and 416-626-4100 for
International callers, Reservation #21300303. The archival webcast of the
presentation can be accessed via the Internet by visiting
www.barrick.com.
For
further information:
| INVESTOR CONTACTS: | MEDIA CONTACT: | |
| James Mavor | Mary Ellen Thorburn | Vincent Borg |
| Vice President, | Director, | Senior Vice President, |
| Investor Relations | Investor Relations | Corporate Communications |
| Tel: (416) 307-7463 | Tel: (416) 307-7363 | Tel: (416) 307-7477 |
| Email: jmavor@barrick.com | Email: mthorburn@barrick.com | Email: vborg@barrick.com |
BARRICK
GOLD CORPORATION
PRESS
RELEASE
3
Additional
Information
Investors
and security holders are advised to read the tender offer statement by Barrick
Gold Corporation related to the proposed tender offer for the outstanding
common
shares of NovaGold Resources Inc. when it becomes available, because it will
contain important information. Investors and security holders may obtain
a free
copy of the tender offer statement when it becomes available and other documents
filed by Barrick Gold Corporation with the SEC at the SEC’s website at
www.sec.gov. The tender offer statement may also be obtained for free when
it becomes available from Barrick Gold Corporation on the website or by
directing a request to Barrick Gold Corporation’s investor relations
department.
Barrick’s
mineral resources have been calculated as at December 31, 2005 in accordance
with National Instrument 43-101 as required by Canadian securities regulatory
authorities. While the terms “measured”, “indicated” and “inferred” mineral
resources are required pursuant to National Instrument 43-101, the U.S.
Securities and Exchange Commission does not recognize such terms. Canadian
standards differ from the requirements of the U.S. Securities and Exchange
Commission, and mineral resource information contained herein is not comparable
to similar information regarding mineral reserves disclosed in accordance
with
the requirements of the U.S. Securities and Exchange Commission. U.S. investors
should understand that “inferred” mineral resources have a great amount of
uncertainty as to their existence and great uncertainty as to their economic
and
legal feasibility. In addition, U.S. investors are cautioned not to assume
that
any part or all of Barrick’s mineral resources constitute or will be converted
into reserves. For more information on Barrick’s mineral resources and mineral
reserves and for a description of the key assumptions, parameters and methods
used in calculating Barrick’s reserves and resources, see Barrick’s most recent
Annual Information Form/Form 40-F on file with Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission.
Forward-Looking
Statements
Certain
information included in this press release, including any information as
to our
future financial or operating performance and other statements that express
management's expectations or estimates of future performance, constitute
“forward-looking statements.” The words “expect”, “will”,
“intend”, “estimate” and similar expressions identify forward-looking
statements. Forward-looking statements are necessarily based upon a number
of
estimates and assumptions that, while considered reasonable by management,
are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. The Company cautions the reader that such
forward-looking statements involve known and unknown risks, uncertainties
and
other factors that may cause the actual financial results, performance
or
achievements of Barrick to be materially different from the Company's estimated
future results, performance or achievements expressed or implied by those
forward-looking statements and the forward-looking statements are not guarantees
of future performance. These risks, uncertainties and other factors include,
but
are not limited to: changes in the worldwide price of gold or certain other
commodities (such as copper, silver, fuel and electricity) and currencies;
changes in U.S. dollar interest rates or gold lease rates; risks arising
from
holding derivative instruments; ability to successfully integrate acquired
assets; legislative, political or economic developments in the jurisdictions
in
which the Company carries on business; operating or technical difficulties
in
connection with mining or development activities; employee relations; the
speculative nature of gold exploration and development, including the risks
of
diminishing quantities or grades of reserves; adverse changes in our credit
rating; contests over title to properties, particularly title to undeveloped
properties; and the risks involved in the exploration, development and
mining
business. These factors are discussed in greater detail in the Company’s most
recent Form 40-F/Annual Information Form on file with the US Securities
and
Exchange Commission and Canadian provincial securities regulatory
authorities.
The
Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future
events
or otherwise, except as required by applicable law.
BARRICK
GOLD CORPORATION
PRESS
RELEASE
4
PRESS
RELEASE - July 24, 2006
All
currency figures in Canadian dollars
Pioneer
Agrees to be Acquired by Barrick
Over
40% of Shares Under Lock-up Agreement
Barrick
Gold Corporation (ABX: TSX; NYSE) announced today that it has reached
an
agreement with Pioneer Metals Corporation (PSM: TSX) whereby Barrick
will offer
cash to acquire all of the issued and outstanding shares of Pioneer.
The
transaction is valued at about C$60.1 million (or C$64.7 million on a
fully
diluted basis). In a separate news release issued today, Barrick also
announced
its intention to acquire all the outstanding shares of NovaGold Resources
Inc.
Under
the
Pioneer offer, each Pioneer shareholder will receive C$1.00 per share
in cash
representing a premium of 54 per cent over the July 21, 2006 closing
price of
Pioneer’s shares on the TSX.
The
Board
of Directors of Pioneer has unanimously approved the Barrick offer and
Pioneer
has entered into a Support Agreement with Barrick. The Support Agreement
includes a non-solicitation covenant and a right to match any alternative
transaction proposed by a third party.
In
addition, directors, officers and the largest shareholders representing
over 40
per cent of the fully diluted shares of Pioneer have agreed to tender
their
shares to Barrick’s offer pursuant to a lock-up agreement.
On
June
19, 2006, NovaGold made an offer to acquire all of Pioneer’s issued and
outstanding shares for C$0.57 per share. NovaGold’s offer expires at 9:00 p.m.
(PDT) on July 25, 2006. Pioneer has a portfolio of exploration properties
and
other interests, including the Grace property which is adjacent to NovaGold’s
Galore Creek project in British Columbia.
“I
am
very pleased that Barrick and Pioneer have reached this agreement,” said Greg
Wilkins, Barrick President and Chief Executive Officer. “Combined with our
proposed offer to acquire NovaGold, the consolidation of the land position
around the Galore Creek project will facilitate its development.”
Barrick’s
offer is subject to customary conditions, including a minimum tender
condition
of 66 2/3 per cent on a fully diluted basis and will remain open for
acceptance
for thirty five days from the date of mailing.
Pioneer
has advised Barrick that its Board of Directors has received an opinion
from
Dundee Securities Corporation that the Barrick offer is fair, from a
financial
point of view, to Pioneer shareholders.
BARRICK
GOLD CORPORATION
PRESS
RELEASE
1
Barrick’s
financial
advisors are CIBC World Markets Inc.; its legal advisors are Davies Ward
Phillips & Vineberg LLP and Lawson Lundell LLP.
Pioneer’s
financial
advisors are Dundee Securities Corporation; its legal advisors are Gowling
Lafleur Henderson LLP and Getz Prince Wells LLP in Canada.
Barrick’s
vision is to
be the world’s best gold company by finding, acquiring, developing and producing
quality reserves in a safe, profitable and socially responsible manner.
Barrick’s shares are traded on the Toronto, New York, London, Euronext-Paris
and
Swiss stock exchanges.
Conference
Call
and Webcast
The
investment community is invited to participate in Barrick’s conference call and
webcast as
follows:
Monday,
July 24, 2006 at
11:00 am (EDT)
Toll
Free: 888-858-6132
International:
706-679-4490
The
live webcast can be accessed by visiting the special website at www.barrick.com.
The
Conference Call will be available for replay until July 31st
by calling 800-558-5253
for North American callers and 416-626-4100 for International callers,
Reservation #21300303. The archival webcast of the presentation can be
accessed
via the Internet by visiting www.barrick.com.
For
further
information:
| INVESTOR CONTACTS: | MEDIA CONTACT: | |
| James Mavor | Mary Ellen Thorburn | Vincent Borg |
| Vice President, | Director, | Senior Vice President, |
| Investor Relations | Investor Relations | Corporate Communications |
| Tel: (416) 307-7463 | Tel: (416) 307-7363 | Tel: (416) 307-7477 |
| Email: jmavor@barrick.com | Email: mthorburn@barrick.com | Email: vborg@barrick.com |
BARRICK
GOLD CORPORATION
PRESS
RELEASE
2
Additional
Information
Investors
and security
holders are advised to read the tender offer statement by Barrick Gold
Corporation related to the proposed tender offer for the outstanding
common
shares of NovaGold Resources Inc. when it becomes available, because
it will
contain important information. Investors and security holders may obtain
a free
copy of the tender offer statement when it becomes available and other
documents
filed by Barrick Gold Corporation with the SEC at the SEC’s website at
www.sec.gov. The tender offer statement may also be obtained for free
when it
becomes available from Barrick Gold Corporation on the website or by
directing a
request to Barrick Gold Corporation’s investor relations
department.
Forward-Looking
Statements
Certain
information included in this press release, including any information
as to our
future financial or operating performance and other statements that
express
management’s expectations or estimates of future performance, constitute
“forward-looking statements.” The words “expect”, “will”, “intend”, “estimate”
and similar expressions identify forward-looking statements. Forward-looking
statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management, are inherently subject
to
significant business, economic and competitive uncertainties and contingencies.
The Company cautions the reader that such forward-looking statements
involve
known and unknown risks, uncertainties and other factors that may cause
actual
results, performance or achievements to be materially different from
the
Company’s estimated results, performance or achievements expressed or implied
by
those forward-looking statements and the forward-looking statements
are not
guarantees of future performance. These risks, uncertainties and other
factors
include, but are not limited to: changes in the worldwide price of
gold or
certain other commodities (such as copper, silver, fuel and electricity)
and
currencies; ability to successfully integrate acquired assets; legislative,
political or economic developments in the jurisdictions in which the
Company
carries on business; operating or technical difficulties in connection
with
mining or development activities; employee relations; the speculative
nature of
gold exploration and development, including the risks of diminishing
quantities
or grades of reserves; contests over title to properties, particularly
title to
undeveloped properties; and the risks involved in the exploration,
development
and mining business. These factors are discussed in greater detail
in the
Company’s most recent Form 40-F/Annual Information Form on file with the US
Securities and Exchange Commission and Canadian provincial securities
regulatory
authorities.
The
Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events
or otherwise, except as required by applicable law.
BARRICK
GOLD CORPORATION PRESS
RELEASE
3