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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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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CAUTIONARY
STATEMENT ON FORWARD-LOOKING INFORMATION Certain information contained
or
incorporated by reference in this presentation, including any information
as to
our future financial or operating performance, constitutes "forward-looking
statements". All statements, other than statements of historical fact,
are
forward-looking statements. The words "believe", "expect", "anticipate",
"contemplate", "target", "plan", "intends", "continue", "budget", "estimate",
"may", "will", "schedule" 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 us, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. Known and unknown factors could cause
actual
results to differ materially from those projected in the forward-looking
statements. Such factors include, but are not limited to: fluctuations
in the
currency markets (such as the Canadian and Australian dollars, South African
rand and Papua New Guinea kina versus the U.S. dollar); fluctuations in
the spot
and forward price of gold or certain other commodities (such as copper,
silver,
diesel fuel and electricity); changes in U.S. dollar interest rates or
gold
lease rates that could impact the mark to market value of outstanding derivative
instruments and ongoing payments/receipts under interest rate swaps and
variable
rate debt obligations; risks arising from holding derivative instruments
(such
as credit risk, market liquidity risk and mark to market risk); changes
in
national and local government legislation, taxation, controls, regulations
and
political or economic developments in Canada, the United States, Dominican
Republic, Australia, Papua New Guinea, Chile, Peru, Argentina, South Africa,
Tanzania, Russia or Barbados or other countries in which we do or may carry
on
business in the future; business opportunities that may be presented to,
or
pursued by, us; our ability to successfully integrate acquisitions, including
our recent acquisition of Placer Dome; 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
obtaining necessary licenses and permits; diminishing quantities or grades
of
reserves; adverse changes in our credit rating; and contests over title
to
properties, particularly title to undeveloped properties. In addition,
there are
risks and hazards associated with the business of gold exploration, development
and mining, including environmental hazards, industrial accidents, unusual
or
unexpected formations, pressures, cave-ins, flooding and gold bullion losses
(and the risk of inadequate insurance, or inability to obtain insurance,
to
cover these risks). Many of these uncertainties and contingencies can affect
our
actual results and could cause actual results to differ materially from
those
expressed or implied in any forward-looking statements made by, or on behalf
of,
us. You are cautioned that forward-looking statements are not guarantees
of
future performance. All of the forward-looking statements made in this
presentation are qualified by these cautionary statements. Specific reference
is
made to Barrick’s most recent Form 40-F/Annual Information Form on file with the
SEC and Canadian provincial securities regulatory authorities for a discussion
of some of the factors underlying forward-looking statements. We
disclaim any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise,
except to the extent required by applicable laws.
ADDITIONAL
DISCLOSURE 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 media or
investor relations department. Barrick’s mineral reserves and resources have
been calculated as at December 31, 2005 in accordance with National Instrument
43-101 as required by Canadian securities regulatory authorities. For United
States reporting purposes, Industry Guide 7 (under the Securities and Exchange
Act of 1934), as interpreted by Staff of the U.S. Securities and Exchange
Commission, applies different standards in order to classify mineralization
as a
reserve. Accordingly, Barrick has classified the Pueblo Viejo and Buzwagi
properties as mineralized material for U.S. reporting purposes. In addition,
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
significantly 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 reserves and resources,
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.
Integration
of Placer Dome mines has been success-fully completed and synergies are being
realized Excellent exploration potential around Placer Dome mine sites Advancing
the pipeline of projects On track with 2006 guidance for gold production of
8.6-8.9 Mozs at total cash costs of $275-290/oz(1) and copper production of
~350
million pounds at total cash costs of $0.75-0.80 per pound(1) (1) Refer to
final
slide point #1
Projects:
Donlin Creek (30%), Galore Creek, Nome Operations, Ambler (51%) Resources
M+I
Inferred Gold (millions of ounces) 12.1 13.4 Silver (millions
of ounces) 75.4 106.1 Copper (billions of pounds) 6.8 6.6
Net cash of US$185 million Market value of investments of US$65 million Source:
NovaGold Q2 2006 report and April 2006 presentation
Strategic
Rationale NovaGold’s North American assets are a logical fit, strengthening
Barrick’s unrivalled pipeline of long-life projects Acquisition will consolidate
100% of Donlin Creek Adds high-quality gold/copper Galore Creek project
Pioneer’s Grace property is a key component to the timely development of Galore
Creek Provides pipeline for future reserve additions
All-Cash
Offer for all Outstanding Shares of NovaGold at Value of US$1.5 billion Offer
Price US$14.50 per NovaGold share in cash Premium 24% to NovaGold’s
July 21, 2006 closing price Structure 35 day take-over bid
Minimum 75% tender condition Deal to be fully financed from existing cash
and credit facility
Offer
Price C$1.00 per Pioneer share in cash Total Value C$65 million Premium 54%
to
Pioneer’s July 21, 2006 closing price Structure 35-day takeover bid Minimum
2/3 tender condition Lock-up of key shareholders (over 40%) in support of
the
deal and a right to match Pioneer’s Board unanimously recommends acceptance of
offer and have executed a support agreement
P&P
reserves: 44.4 Moz M&I resources: 22.6 Moz ¬ 34.7 Moz proforma Inferred
resources: 14.9 Moz ¬ 28.2 Moz proforma
Pascua-Lama
Cortez / C. Hills (60%) Pueblo Viejo (60%) Donlin Creek Galore Creek
Reko Diq
(37.5%)(2) Ruby Hill Buzwagi Pro Forma GOLD* (millions of ounces) 36.1
Reserves
P&P 33.2 Resources M+I 27.7 Resources Inferred * Assumes successful
acquisition of NovaGold Resources (2) Refer to final slide point
#2
Pascua-Lama(3)
Pueblo Viejo (60%) Galore Creek Reko Diq (37.5%)(2) Galore Creek Pro Forma
SILVER* (millions of ounces) 684.7 Contained in gold reserves 162.3 Resources
M+I 74.0 Resources Inferred Pro Forma COPPER* (billions of pounds) 12.5
Resources M+I 9.5 Resources Inferred * Assumes successful acquisition of
NovaGold Resources (2) refer to final slide point #2 (3) refer to final slide
point #3
Strengthens
pipeline of projects Adds exploration and reserve replacement potential
Consolidates Donlin Creek Agreement with Pioneer consolidates land position
around Galore Creek for development Barrick’s strong balance sheet will allow
project development without equity dilution Leverages our experience operating
in northern British Columbia and good community relations
Enhances
Barrick’s North American portfolio Excellent potential at Donlin Creek and
Galore Creek Opportunity to add significant gold and copper production All-cash
bid increases Barrick’s gold and copper leverage Lock-Up with Pioneer + Full
& Fair NovaGold Bid = Confidence to Conclude Deal
1.
Total cash costs is defined as cost of sales divided by ounces of gold sold
or
pounds of copper sold. Total cash costs exclude amortization expense and
inventory purchase accounting adjustments. For further information on this
performance measure see page 15 of Management’s Discussion and Analysis found in
the First Quarter Report 2006. 2. Calculated in accordance with JORC standards,
as publicly reported by Tethyan Copper Company. 3. Silver contained within
reported gold reserves.