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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/29/03 Novagold Resources Inc 40FR12G 91:19M Newsfile Corp/FA |
Document/Exhibit Description Pages Size 1: 40FR12G Registration Statement Pursuant to Section 12 of HTML 79K the Securities Exchange Act of 1934 2: EX-99.1 Revised Initial Annual Information Form of the HTML 228K Registrant Dated July 22, 2003 11: EX-99.10 Quarterly Report of the Registrant for the Six HTML 137K Months Ended May 31, 2002 12: EX-99.11 Quarterly Report of the Registrant for the Three HTML 139K Months Ended February 28, 2002 13: EX-99.12 Management Information Circular of the Registrant HTML 101K Dated April 14, 2003 14: EX-99.13 Form of Proxy for Use in Connection With the May HTML 35K 28, 2003 Annual and Special Meeting 15: EX-99.14 Management Information Circular of the Registrant HTML 98K Dated April 15, 2002 16: EX-99.15 Form of Proxy for Use in Connection With the May HTML 33K 22, 2002 Annual and Special Meeting 17: EX-99.16 Final Short Form Prospectus Dated September 25, HTML 159K 2003 18: EX-99.17 Underwriting Agreement Dated September 15, 2003 HTML 221K 19: EX-99.18 Warrant Indenture Dated October 1, 2003 HTML 309K 20: EX-99.19 Report Dated August 13, 2003, as Amended September HTML 619K 22, 2003 3: EX-99.2 Annual Information Form of the Registrant Dated HTML 422K April 17, 2002 21: EX-99.20 Qualifying Certificate of Ken Kuchling Dated HTML 30K September 22, 2003 22: EX-99.21 Report Dated April 16, 2002 HTML 161K 23: EX-99.22 Qualifying Certificate of Curtis J. Freeman Dated HTML 29K April 16, 2002 24: EX-99.23 Report Dated April 15, 2002 HTML 88K 25: EX-99.24 Qualifying Certificate of Curtis J. Freeman Dated HTML 29K April 15, 2002 26: EX-99.25 Report Dated April 1, 2002 HTML 109K 27: EX-99.26 Qualifying Certificate of Curtis J. Freeman Dated HTML 29K April 1, 2002 28: EX-99.27 Report Dated March 2002 HTML 600K 29: EX-99.28 Qualifying Certificate of Stephen B. Hodgson Dated HTML 27K March 8, 2002 30: EX-99.29 Qualifying Certificate of Stephen Juras Dated HTML 28K March 8, 2002 4: EX-99.3 Annual Report of the Registrant for the Year Ended HTML 281K November 30, 2002 31: EX-99.30 Report Dated February 2002 HTML 264K 32: EX-99.30.A Appendix A of Report Dated February 2002 HTML 26K 33: EX-99.30.B Appendix B of Report Dated February 2002 HTML 1.29M 34: EX-99.30.C Appendix C of Report Dated February 2002 HTML 60K 35: EX-99.30.D Appendix D of Report Dated February 2002 HTML 25K 36: EX-99.31 Qualifying Certificate of Stephen Juras Dated HTML 28K February 25, 2002 37: EX-99.32 Material Change Report of the Registrant Dated HTML 33K October 24, 2003 38: EX-99.33 Press Release Dated October 23, 2003 HTML 31K 39: EX-99.34 Material Change Report of the Registrant Dated HTML 36K October 16, 2003 40: EX-99.35 Material Change Report of the Registrant Dated HTML 48K October 10, 2003 41: EX-99.36 Material Change Report of the Registrant Dated HTML 36K October 2, 2003 42: EX-99.37 Material Change Report of the Registrant Dated HTML 36K September 12, 2003 43: EX-99.38 Material Change Report of the Registrant Dated HTML 46K August 13, 2003 44: EX-99.39 Material Change Report of the Registrant Dated HTML 45K August 11, 2003 5: EX-99.4 Annual Report of the Registrant for the Year Ended HTML 294K November 30, 2001 45: EX-99.40 Material Change Report of the Registrant Dated HTML 63K August 7, 2003 46: EX-99.41 Material Change Report of the Registrant Dated HTML 39K July 30, 2003 47: EX-99.42 Material Change Report of the Registrant Dated HTML 42K July 3, 2003 48: EX-99.43 Material Change Report of the Registrant Dated HTML 59K June 4, 2003 49: EX-99.44 Material Change Report of the Registrant Dated May HTML 34K 1, 2003 50: EX-99.45 Material Change Report of the Registrant Dated HTML 46K April 28, 2003 51: EX-99.46 Material Change Report of the Registrant Dated HTML 47K April 9, 2003 52: EX-99.47 Press Release of the Registrant Dated February 25, HTML 30K 2003 53: EX-99.48 Material Change Report of the Registrant Dated HTML 44K February 11, 2003 54: EX-99.49 Material Change Report of the Registrant Dated HTML 70K February 6, 2003 6: EX-99.5 U.S. Gaap Reconciliation Which Includes Audited HTML 279K Comparative Financial Statements 55: EX-99.50 Material Change Report of the Registrant Dated HTML 92K January 30, 2003 56: EX-99.51 Material Change Report of the Registrant Dated HTML 37K December 30, 2002 57: EX-99.52 Material Change Report of the Registrant Dated HTML 72K December 11, 2002 58: EX-99.53 Material Change Report of the Registrant Dated HTML 55K November 26, 2002 59: EX-99.54 Material Change Report of the Registrant Dated HTML 65K November 14, 2002 60: EX-99.55 Material Change Report of the Registrant Dated HTML 70K October 3, 2002 61: EX-99.56 Material Change Report of the Registrant Dated HTML 37K September 19, 2002 62: EX-99.57 Material Change Report of the Registrant Dated HTML 54K September 13, 2002 63: EX-99.58 Press Release of the Registrant Dated September 9, HTML 28K 2002 64: EX-99.59 Material Change Report of the Registrant Dated HTML 35K September 5, 2002 7: EX-99.6 U.S. Gaap Supplement to Management Discussion and HTML 42K Analysis 65: EX-99.60 Material Change Report of the Registrant Dated HTML 80K September 4, 2002 66: EX-99.61 Material Change Report of the Registrant Dated HTML 51K August 7, 2002 67: EX-99.62 Material Change Report of the Registrant Dated HTML 74K July 16, 2002 68: EX-99.63 Material Change Report of the Registrant Dated HTML 57K June 5, 2002 69: EX-99.64 Material Change Report of the Registrant Dated May HTML 76K 22, 2002 70: EX-99.65 Material Change Report of the Registrant Dated HTML 43K April 30, 2002 71: EX-99.66 Material Change Report of the Registrant Dated HTML 42K April 18, 2002 72: EX-99.67 Material Change Report of the Registrant Dated HTML 37K March 26, 2002 73: EX-99.68 Material Change Report of the Registrant Dated HTML 78K March 15, 2002 74: EX-99.69 Material Change Report of the Registrant Dated HTML 56K February 18, 2002 8: EX-99.7 Quarterly Report of the Registrant for the Six HTML 110K Months Ended May 31, 2003 75: EX-99.70 Material Change Report of the Registrant Dated HTML 55K January 24, 2002 76: EX-99.71 Consent of Pricewaterhousecoopers LLP HTML 25K 77: EX-99.72 Consent of Ken Kuchling HTML 26K 78: EX-99.73 Consent of Curtis J. Freeman HTML 28K 79: EX-99.74 Consent of Stephen B. Hodgson HTML 27K 80: EX-99.75 Consent of Stephen Juras HTML 28K 81: EX-99.76 Consent of Phillip St. George HTML 29K 82: EX-99.77 Consent of Harry Parker HTML 27K 83: EX-99.78 Consent of Norm Johnson HTML 27K 84: EX-99.79 Consent of Norwest Corporation HTML 27K 9: EX-99.8 Quarterly Report of the Registrant for the Three HTML 121K Months Ended February 28, 2003 85: EX-99.80 Consent of Avalon Development Corporation HTML 27K 86: EX-99.81 Consent of Amec E&C Services Limited HTML 30K 87: EX-99.82 Consent of Kennecott Exploration Company HTML 26K 88: EX-99.83 Consent of Newmont Mining Corporation HTML 27K 89: EX-99.84 Consent of Placer Dome Inc. HTML 27K 90: EX-99.85 Consent of Mark Jutras HTML 27K 91: EX-99.86 Consent of Robert Prevost HTML 27K 10: EX-99.9 Quarterly Report of the Registrant for the Nine HTML 148K Months Ended August 31, 2002
Filed by Automated Filing Services Inc. (604) 609-0244 - NovaGold Resources Inc. - Form 40-F |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
x Registration statement
pursuant to Section 12 of the Securities Exchange Act of 1934
or
¨ Annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended _____________ Commission File Number
_____________
NOVAGOLD RESOURCES INC.
(Exact name of registrant as specified in its charter)
Nova Scotia | 1041 | Not Applicable |
(Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer |
Incorporation or Organization) | Code) | Identification No.) |
3454-1055 Dunsmuir Street
Vancouver, British Columbia
Canada V7X 1K8
(604) 669-6227
(Address and telephone number of registrant’s principal executive offices)
DL Services, Inc. 1420 Fifth Avenue, Suite 3400 Seattle, Washington 98101 (206) 903-8800 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) |
Copies to: Kenneth G. Sam Christopher J. Barry Dorsey & Whitney LLP 1420 Fifth Avenue, Suite 3400 Seattle, Washington 98101 (206) 903-8800 |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Name of Each Exchange On Which Registered: |
None | None |
Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Shares, no par value
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed
with this form:
¨ Annual Information Form ¨
Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. N/A
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule. ¨ Yes x No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes x No
FORWARD LOOKING STATEMENTS
The Exhibits incorporated by reference into this Registration Statement contain forward-looking statements concerning anticipated developments in the operations of NovaGold Resources Inc. (the “Registrant”) in future periods, planned exploration activities, the adequacy of the Registrant’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved. Information concerning the interpretation of drill results and mineral resource estimates also may be deemed to be forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the Revised Annual Information Form of the Registrant filed as Exhibit 99.1 to this Registration Statement.
The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
RESOURCE ESTIMATES
All resource estimates incorporated by reference in this Registration Statement have been prepared in accordance with Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy (“CIM”) Classification System. These standards differ significantly from the requirements of the United States Securities and Exchange Commission, and resource information incorporated by reference herein may not be comparable to similar information concerning U.S. companies.
For definitions of the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource under CIM standards, and a summary of the differences between CIM and U.S. standards, see the sections entitled “Information Concerning Preparation of Resource Estimates” and “Glossary and Defined Terms” beginning on page 2 of the Revised Annual Information Form filed as Exhibit 99.1 to this Registration Statement.
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibit 99.1 through Exhibit 99.4, inclusive, and Exhibit 99.7 through Exhibit 99.70, inclusive, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction C.(2) of Form 40-F, the Registrant hereby incorporates by reference Exhibit 99.5, the Annual Audited Consolidated Financial Statements of the Registrant for the fiscal years ended November 30, 2002, 2001 and 2000 including a reconciliation of the financial statements to U.S. Generally Accepted Accounting Practices as required by Item 18 of Form 20-F, and Exhibit 99.6, the supplement to the Company's management's discussion and analysis for the fiscal years ended November 30, 2002, 2001, and 2000, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibit 99.71 through Exhibit 99.86, inclusive, as set forth in the Exhibit Index attached hereto.
UNDERTAKINGS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or to transactions in said securities.
CONSENT TO SERVICE OF PROCESS
Concurrently with the filing of the Registration Statement on Form 40-F, the Registrant will file with the Commission a written Irrevocable Consent and Power of Attorney on Form F-X.
Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referring the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized
NOVAGOLD RESOURCES INC. | |
/s/ R.J. MacDonald | |
R.J. (Don) MacDonald | |
Senior Vice President and Chief Financial Officer | |
Date: October 29, 2003 |
The following exhibits have been filed as part of the Registration Statement:
Exhibit | Description |
Annual Information | |
99.1 | Revised Initial Annual Information Form of the Registrant dated July 22, 2003 |
99.2 | Annual Information Form of the Registrant dated April 17, 2002 |
99.3 | Annual Report of the Registrant for the year ended November 30, 2002 |
99.4 | Annual Report of the Registrant for the year ended November 30, 2001 |
99.5 | U.S. GAAP reconciliation which includes audited comparative financial statements of the Registrant and notes thereto for the years ended November 30, 2002 and November 30, 2001, together with the report of the auditors thereon |
99.6 | U.S. GAAP supplement to management discussion and analysis for years ended November 30, 2002, 2001, and 2000 |
Quarterly Information | |
99.7 | Quarterly Report of the Registrant for the six months ended May 31, 2003 |
99.8 | Quarterly Report of the Registrant for the three months ended February 28, 2003 |
99.9 | Quarterly Report of the Registrant for the nine months ended August 31, 2002 |
99.10 | Quarterly Report of the Registrant for the six months ended May 31, 2002 |
99.11 | Quarterly Report of the Registrant for the three months ended February 28, 2002 |
Shareholder Meeting Materials | |
99.12 | Management Information Circular of the Registrant dated April 14, 2003 issued in connection with the May 28, 2003 Annual and Special Meeting of Shareholders |
99.13 | Form of Proxy for use in connection with the May 28, 2003 Annual and Special Meeting of Shareholders |
99.14 | Management Information Circular of the Registrant dated April 15, 2002 issued in connection with the May 22, 2002 Annual and Special Meeting of Shareholders |
99.15 | Form of Proxy for use in connection with the May 22, 2002 Annual and Special Meeting of Shareholders |
Exhibit | Description |
Prospectus-Related Materials | |
99.16 | Final Short Form Prospectus dated September 25, 2003 |
99.17 | Underwriting Agreement dated September 15, 2003 between the Registrant and Salman Partners Inc., Canaccord Capital Corporation, BMO Nesbitt Burns Inc. and First Associates Investments Inc. |
99.18 | Warrant Indenture dated October 1, 2003 between the Registrant and Computershare Trust Company of Canada |
Technical Reports and Qualifying Certificates | |
99.19 | Report dated August 13, 2003, as amended September 22, 2003, titled “Preliminary Economic Study, Rock Creek Project, Nome, Alaska” prepared by Norwest Corporation |
99.20 | Qualifying Certificate of Ken Kuchling dated September 22, 2003 |
99.21 | Report dated April 16, 2002 titled “Summary Report for the Rock Creek Gold Prospect, Seward Peninsula, Alaska” prepared by Avalon Development Corporation |
99.22 | Qualifying Certificate of Curtis J. Freeman dated April 16, 2002 |
99.23 | Report dated April 15, 2002 titled “Summary Report for the Nome Gold and Gravel Project, Seward Peninsula Alaska” prepared by Avalon Development Corporation |
99.24 | Qualifying Certificate of Curtis J. Freeman dated April 15, 2002 |
99.25 | Report dated April 1, 2002 titled “Summary Report for the Shotgun Gold Project, Kuskokwim Mineral Belt, Alaska” prepared by Avalon Development Corporation |
99.26 | Qualifying Certificate of Curtis J. Freeman dated April 1, 2002 |
99.27 | Report dated March 2002 titled “Technical Report, Preliminary Assessment, Donlin Creek Project, Alaska”, prepared by AMEC E&C Services Limited of Vancouver |
99.28 | Qualifying Certificate of Stephen B. Hodgson dated March 8, 2002 |
99.29 | Qualifying Certificate of Stephen Juras dated March 8, 2002 |
Exhibit | Description |
99.30 | Report dated February 2002 titled “Technical Report, Donlin Creek Project, Alaska” prepared by AMEC E&C Services Limited of Vancouver |
99.31 | Qualifying Certificate of Stephen Juras dated February 25, 2002 |
Material Change Reports and Press Releases | |
99.32 | Material Change Report of the Registrant dated October 24, 2003 |
99.33 | Press Release dated October 23, 2003 |
99.34 | Material Change Report of the Registrant dated October 16, 2003 |
99.35 | Material Change Report of the Registrant dated October 10, 2003 |
99.36 | Material Change Report of the Registrant dated October 2, 2003 |
99.37 | Material Change Report of the Registrant dated September 12, 2003 |
99.38 | Material Change Report of the Registrant dated August 13, 2003 |
99.39 | Material Change Report of the Registrant dated August 11, 2003 |
99.40 | Material Change Report of the Registrant dated August 7, 2003 |
99.41 | Material Change Report of the Registrant dated July 30, 2003 |
99.42 | Material Change Report of the Registrant dated July 3, 2003 |
99.43 | Material Change Report of the Registrant dated June 4, 2003 |
99.44 | Material Change Report of the Registrant dated May 1, 2003 |
99.45 | Material Change Report of the Registrant dated April 28, 2003 |
99.46 | Material Change Report of the Registrant dated April 9, 2003 |
99.47 | Press Release of the Registrant dated February 25, 2003 |
99.48 | Material Change Report of the Registrant dated February 11, 2003 |
99.49 | Material Change Report of the Registrant dated February 6, 2003 |
99.50 | Material Change Report of the Registrant dated January 30, 2003 |
99.51 | Material Change Report of the Registrant dated December 30, 2002 |
99.52 | Material Change Report of the Registrant dated December 11, 2002 |
99.53 | Material Change Report of the Registrant dated November 26, 2002 |
99.54 | Material Change Report of the Registrant dated November 14, 2002 |
99.55 | Material Change Report of the Registrant dated October 3, 2002 |
99.56 | Material Change Report of the Registrant dated September 19, 2002 |
99.57 | Material Change Report of the Registrant dated September 13, 2002 |
99.58 | Press Release of the Registrant dated September 9, 2002 |
99.59 | Material Change Report of the Registrant dated September 5, 2002 |
99.60 | Material Change Report of the Registrant dated September 4, 2002 |
99.61 | Material Change Report of the Registrant dated August 7, 2002 |
Exhibit | Description |
99.62 | Material Change Report of the Registrant dated July 16, 2002 |
99.63 | Material Change Report of the Registrant dated June 5, 2002 |
99.64 | Material Change Report of the Registrant dated May 22, 2002 |
99.65 | Material Change Report of the Registrant dated April 30, 2002 |
99.66 | Material Change Report of the Registrant dated April 18, 2002 |
99.67 | Material Change Report of the Registrant dated March 26, 2002 |
99.68 | Material Change Report of the Registrant dated March 15, 2002 |
99.69 | Material Change Report of the Registrant dated February 18, 2002 |
99.70 | Material Change Report of the Registrant dated January 24, 2002 |
Consents | |
99.71 | Consent of PricewaterhouseCoopers LLP |
99.72 | Consent of Ken Kuchling |
99.73 | Consent of Curtis J. Freeman |
99.74 | Consent of Stephen B. Hodgson |
99.75 | Consent of Stephen Juras |
99.76 | Consent of Phillip St. George |
99.77 | Consent of Harry Parker |
99.78 | Consent of Norm Johnson |
99.79 | Consent of Norwest Corporation |
99.80 | Consent of Avalon Development Corporation |
99.81 | Consent of AMEC E&C Services Limited |
99.82 | Consent of Kennecott Exploration Company |
99.83 | Consent of Newmont Mining Corporation |
99.84 | Consent of Placer Dome Inc. |
99.85 | Consent of Mark Jutras |
99.86 | Consent of Robert Prevost |
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