Securities Exchange Act of 1934
Rules 14d-11 and 14e-5

October 10, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance and
Office of Trading Practices, Division of Market Regulation

Mark I. Greene, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019

Dear Mr. Greene:

We are responding to your letter dated October 10, 2006 to Brian V. Breheny and Celeste M. Murphy in the Division of Corporation Finance and James A. Brigagliano in the Division of Market Regulation as supplemented by telephone conversations with the staff of the Divisions of Corporation Finance and Market Regulation with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts presented in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

Based on the representations in your letter, but without necessarily concurring in your analysis, the United States Securities and Exchange Commission (Commission) hereby grants exemptions from:

• Rule 14d-11 under the Exchange Act. The exemption from Rule 14d-11 is granted to permit Barrick to keep the Subsequent Offering Period open to the later of 21 U.S. business days following the expiration of the Initial Offering Period and April 4, 2007, as and in the manner permitted by Canadian securities laws and Nova Scotia.
   
• Rule 14d-11(e) under the Exchange Act. The exemption from Rule 14d-11(e) is granted to permit Barrick to take up and pay for Common Shares tendered during the Subsequent Offering Period within ten calendar days of the date the Common Shares are deposited under the Offer in accordance with Canadian tender offer law and practice.
   
• Rule 14e-5 under the Exchange Act. The exemption from Rule 14e-5 is granted to permit Barrick and the Prospective Purchasers to purchase or arrange to purchase, directly or indirectly, Common Shares otherwise than pursuant to the Offer, subject to the conditions described herein.

In granting these exemptions, we considered the following facts, among others:

• The Offer is to be conducted in accordance with Canadian law, in particular the securities laws of the ten Provinces and three Territories of Canada (Canadian laws) as well as the rules and regulations of the TSX;
   
• NovaGold, a company incorporated under the laws of Nova Scotia, Canada, is a foreign private issuer as defined in Rule 3b-4(c) under the Exchange Act;
   
• Any purchases of Common Shares by Barrick and the Prospective Purchasers will be subject to the Canadian laws and the rules and regulations of the TSX;
   
• The Subsequent Offering Period is being conducted in accordance with Canadian and Nova Scotia tender offer law and practice, including providing the same consideration offered accepting Shareholders in the Initial Offering Period; and
   
• The additional time provided for in the Subsequent Offering Period is necessary to facilitate the Compulsory Acquisition pursuant to the laws of Nova Scotia.

In addition, the Commission grants the exemption from Rule 14e-5 under the Exchange Act to permit Barrick and the Prospective Purchasers to purchase or arrange to purchase Common Shares otherwise than pursuant to the Offer, subject to the following conditions:

1. No purchases or arrangements to purchase Common Shares other than pursuant to the Offer, shall be made in the United States;
    
2. Disclosure of the possibility of purchases of Common Shares by Barrick and the Prospective Purchasers otherwise than pursuant to the Offer shall be included prominently in the offer documents;
    
3. Barrick and the Prospective Purchasers will not purchase Common Shares at a price greater than the consideration offered under the Offer;
    
4. Barrick and the Prospective Purchasers shall disclose in the United States information regarding purchases of Common Shares to the extent that such information is made public in Canada pursuant to Canadian laws;
    
5. Barrick and the Prospective Purchasers shall comply with any applicable rules under Canadian laws, and the rules and regulations of the TSX;
    
6. Barrick and the Prospective Purchasers shall provide to us, upon request, a daily time-sequenced schedule of all purchases of Common Shares made by any of them during the Offer, on a transaction by transaction basis, including:
    
1. size, broker (if any), time of execution, and price of purchase; and
    
2. if not executed on the TSX, the exchange, quotation system, or other facility through which the purchases occurred;
    
7. Upon our request, Barrick and the Prospective Purchasers shall transmit the information as specified in paragraphs 6.a. and 6.b. above to our offices in Washington, D.C. within 30 days of our request;
    
8. Barrick and the Prospective Purchasers shall retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of termination of the Offer;
    
9. Representatives of Barrick and the Prospective Purchasers shall be made available (in person at our offices in Washington, D.C. or by telephone) to respond to our inquiries relating to their records; and
    
10. Except as otherwise exempted herein, Barrick and the Prospective Purchasers shall comply with Rule 14e-5.

The foregoing exemptions are based solely on your representations and the facts presented in your letter dated October 10, 2006, as supplemented by telephone conversations with the staff of the Commission. The relief granted is strictly limited to the application of these rules to the Offer. You should discontinue the Offer pending further consultation with the staff of the Commission if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5, and 14e-1(d) thereunder. The participants in the Offer must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Market Regulation express no view with respect to any other questions that may be raised by the Offer, including, but not limited to the adequacy of disclosure concerning and the applicability of any other federal or state laws to, the Offer.

Incoming Letter:

The Incoming Letters are in Acrobat format.

• Incoming Letter 1
• Incoming Letter 2
• Incoming Letter 3

http://www.sec.gov/divisions/corpfin/cf-noaction/barrick101006.htm