SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 23)
NovaGold
Resources Inc.
(Name of Subject Company)
NovaGold
Resources Inc.
(Name of Persons Filing
Statement)
Common
Shares
(Title of Class of Securities)
66987E206
(CUSIP Number of Class of Securities)
Rick
Van Nieuwenhuyse
NovaGold Resources Inc.
Suite 2300
200 Granville Street
Vancouver, BC V6C 1S4
Canada
(604) 669-6227
(Name, address, and
telephone numbers of person
authorized to receive notices and communications
on behalf of the persons filing statement)
Copy to:
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William F. Sirett |
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Christopher J. Barry |
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Borden Ladner Gervais LLP |
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Dorsey & Whitney LLP |
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200 Burrard Street, #1200 |
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1420 Fifth Avenue |
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Vancouver, BC V7X 1T2 |
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Suite 3400 |
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Canada |
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Seattle, WA 98101 |
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(604) 640-4147 |
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USA |
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(206) 903-8800 |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 23 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the “Statement”) initially filed by NovaGold Resources Inc. (“NovaGold” or the “Company”) with the Securities and Exchange Commission on August 14, 2006 relating to the tender offer (the “Barrick Offer”) made by Barrick Gold Corporation for all of the common shares of NovaGold Resources Inc. (“NovaGold” or the “Company”). The terms and conditions of the Barrick Offer are set forth in the Offer and Circular of Barrick, dated August 4, 2006 (the “Tender Offer Bid Circular”). The Tender Offer Bid Circular has been filed by Barrick with the U.S. Securities Exchange Commission as part of a Tender Offer Statement on Schedule TO (as amended or supplemented the “Schedule TO”), which includes information required to be reported under Rule 14d-3 of the Security Exchange Act of 1934, as amended. The Schedule TO was initially filed by Barrick on August 4, 2006.
In connection with the Barrick Offer, the Company’s board of directors has prepared a directors’ circular, dated August 14, 2006 (the “Directors’ Circular”), pursuant to applicable securities laws in Canada. The Directors’ Circular was filed as exhibit (a)(2)(A) to the initial Schedule 14D-9. Capitalized terms used herein and not defined herein have the respective meanings assigned to such terms in the Directors’ Circular.
Item 8. ADDITIONAL INFORMATION
Item 8 is hereby amended and supplemented as follows:
The Company issued a press release on November 2, 2006, announcing the Company’s amended complaint against Barrick in the United States District Court for the District of Alaska. A copy of the press release has been filed herewith as Exhibit (a)(2)(FF).
Item 9. EXHIBITS
Item 9 is hereby amended and supplemented to include the following exhibits:
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Exhibit |
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Description |
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(a)(2)(FF) |
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Press release of NovaGold Resources Inc., dated November 2, 2006 (filed herewith) |
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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.
Dated: November 2, 2006
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NOVAGOLD RESOURCES INC. |
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By: |
/s/ Elaine Sanders |
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Name: Elaine Sanders |
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Title: Vice President – Finance |
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EXHIBIT INDEX
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Exhibit |
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Description |
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(a)(2)(A) |
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Directors’ Circular, dated August 14, 2006* |
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(a)(2)(B) |
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Press release of NovaGold Resources Inc., dated August 14, 2006* |
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(a)(2)(C) |
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Press release of NovaGold Resources Inc., dated August 14, 2006* |
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(a)(2)(D) |
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Powerpoint slide presentation of NovaGold Resources Inc.* |
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(a)(2)(E) |
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Powerpoint slide presentation of NovaGold Resources Inc.* |
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(a)(2)(F) |
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Press release of NovaGold Resources Inc., dated August 22, 2006* |
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(a)(2)(G) |
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Press release of NovaGold Resources Inc., dated August 24, 2006* |
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(a)(2)(H) |
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Notice of Change to the Directors’ Circular, dated August 24, 2006* |
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(a)(2)(I) |
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Press release of NovaGold Resources Inc., dated August 25, 2006* |
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(a)(2)(J) |
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Powerpoint slide presentation of NovaGold Resources Inc.* |
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(a)(2)(K) |
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Press release of NovaGold Resources Inc., dated August 29, 2006* |
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(a)(2)(L) |
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Press release of NovaGold Resources Inc., dated August 31, 2006* |
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(a)(2)(M) |
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Press release of NovaGold Resources Inc., dated August 31, 2006* |
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(a)(2)(N) |
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Press release of NovaGold Resources Inc., dated September 5, 2006* |
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(a)(2)(O) |
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Press release of NovaGold Resources Inc., dated September 6, 2006* |
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(a)(2)(P) |
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Press release of NovaGold Resources Inc., dated September 14, 2006* |
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(a)(2)(Q) |
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Press release of NovaGold Resources Inc., dated September 14, 2006* |
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(a)(2)(R) |
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Press release of NovaGold Resources Inc., dated September 15, 2006* |
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(a)(2)(S) |
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Powerpoint slide presentation of NovaGold Resources Inc.* |
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(a)(2)(T) |
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Press release of NovaGold Resources Inc., dated September 25, 2006* |
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(a)(2)(U) |
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Press release of NovaGold Resources Inc., dated September 25, 2006* |
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(a)(2)(V) |
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Press release of NovaGold Resources Inc., dated September 26, 2006* |
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(a)(2)(W) |
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Form of Newspaper Advertisement published in the September 26, 2006 editions of the Wall Street Journal, Globe and Mail, Financial Post and Vancouver Sun* |
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(a)(2)(X) |
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Press release of NovaGold Resources Inc., dated October 2, 2006* |
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(a)(2)(Y) |
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Form of Newspaper Advertisement published in the October 6, 2006 edition of the Globe and Mail* |
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(a)(2)(Z) |
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Press release of NovaGold Resources Inc., dated October 12, 2006* |
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(a)(2)(AA) |
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Press release of NovaGold Resources Inc., dated October 24, 2006* |
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(a)(2)(BB) |
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Press release of NovaGold Resources Inc., dated October 25, 2006* |
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(a)(2)(CC) |
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Notice of Change to the Directors’ Circular, dated October 30, 2006* |
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(a)(2)(DD) |
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Press release of NovaGold Resources Inc., dated October 31, 2006* |
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(a)(2)(EE) |
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Powerpoint slide presentation of NovaGold Resources Inc.* |
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(a)(2)(FF) |
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Press release of NovaGold Resources Inc., dated November 2, 2006 (filed herewith) |
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(e)(1) |
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Mining Venture Agreement, dated November 13, 2002 by and between NovaGold Resources Alaska, Inc. and Placer Dome U.S. Inc.* |
* Previously filed.
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