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Novagold Resources Inc – ‘40FR12G’ on 10/29/03 – ‘EX-99.39’

On:  Wednesday, 10/29/03, at 5:20pm ET   ·   Accession #:  1062993-3-1067   ·   File #:  0-50443

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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

Registration of Securities of a Canadian Issuer — SEA’34 §12(g)   —   Form 40-F
Filing Table of Contents

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                           


EX-99.39   —   Material Change Report of the Registrant Dated August 11, 2003


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <! 
  Filed by Automated Filing Services Inc. (604) 609-0244  

FORM 27
MATERIAL CHANGE REPORT

     SECTION 75(2) OF SECURITIES ACT (ONTARIO),
SECTION 84(1)(b) OF THE SECURITIES ACT (SASKATCHEWAN),
SECTION 118(1) OF SECURITIES ACT (ALBERTA),
SECTION 67(1) OF SECURITIES ACT (BRITISH COLUMBIA),
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA),
SECTION 76(2) OF SECURITIES ACT (NEWFOUNDLAND).

Item One - Reporting Issuer

NovaGold Resources Inc.
PO Box 49215, Four Bentall Centre
#3454 – 1055 Dunsmuir Street
Vancouver BC V7X 1K8

Item Two - Date of Material Change

August 11, 2003

Item Three - Press Release

The attached press release was issued in Vancouver, British Columbia.

Item Four - Summary of Material Change

On August 11, 2003, NovaGold Resources Inc. and SpectrumGold Inc. jointly announced that an agreement with a subsidiary of Rio Tinto plc and Anglo American plc has been signed to earn a 100% interest in the multi-million-ounce Galore Creek gold-silver-copper deposit in NW British Columbia. Planning is underway for an initial 6,000 foot Galore Creek exploration program. A joint conference call is scheduled for Wednesday, August 13, 2003 at 4:30 p.m. EST.

Item Five - Full Description of Material Change

NovaGold Resources Inc (TSX: NRI) through its new (43% owned) affiliate company, SpectrumGold Inc., has signed an agreement with QIT-Fer et Titane Inc. (a subsidiary of Rio Tinto plc), and Hudson Bay Mining and Smelting Co., Ltd (a subsidiary of Anglo American plc) to acquire a 100% interest in the Galore Creek gold-silver-copper deposit located in northwestern British Columbia, Canada. The Galore Creek project is a world class mineralized system located approximately 75 kilometers northwest of Barrick Gold’s Eskay Creek gold-silver mine. The project lies west of the Cassiar Highway and 100 kilometers northeast of the tidewater port of Wrangell, Alaska.

Under the terms of the agreement, SpectrumGold has an option to acquire a 100% interest in the project by completing a pre-feasibility study and making payments to the parties totaling


US$20.3 million within a period of 8 years. Payments of US$0.3 million are required over the first three years of the option, with US$20 million to be paid over the subsequent 5 years. There will be no retained interests, royalties or back-in rights on the project.

The Galore Creek exploration team, including key members of the highly successful Donlin Creek Project, has begun a comprehensive geologic compilation effort on the property. An extensive exploration database has been collected from historic work carried out on the project from the early 1960’s through 1991. Galore Creek is one of the highest grade alkalic intrusive related gold-silver-copper deposits in British Columbia with bulk grades exceeding 1 g/t gold, 10 g/t silver and 1% copper.

An historic resource estimate completed in 1992 by Kennecott Exploration estimated a Measured and Indicated Resource of 243.2 million tonnes grading 0.45 g/t gold, 6.0 g/t silver and 0.75% copper, containing 3.6 million ounces of gold, 47 million ounces of silver, and 4.0 billion pounds of copper. This is a 1.73 g/t gold equivalent grade using US$325 per ounce of gold, US$5 per ounce silver, and US$0.75/lb copper. In addition an Inferred Resource was estimated to be 70.6 million tonnes grading 0.63 g/t gold, 6.0 g/t silver, and 0.59% copper (1.66 g/t gold equivalent) containing 1.4 million ounces of gold, 14 million ounces of silver, and 920 million pounds of copper. This estimate is based on nearly 500 drill holes totaling over 100,000 meters of core.

SpectrumGold’s due diligence review of the project suggests that Galore Creek is not a classic porphyry occurrence but rather a higher-grade alkalic intrusive-related deposit with the bulk of the mineralization associated with sulfide–rich replacement of favorable volcanic units. SpectrumGold believes that additional focused exploration has the potential to not only enhance the size of the known resource but to identify significantly higher-grade zones within the mineralized system.

SpectrumGold is initiating an on site exploration program focused on developing a new geologic model for the project through detailed re-logging of the existing core and an initial 6,000 foot program of confirmation drilling. A major drill campaign is anticipated for the 2004 field season to test new targets and confirm the geologic model.

In addition, the company believes that infrastructure developments within the region, including a planned 100 Megawatt hydroelectric facility at Forrest-Kerr Creek and several new potential road initiatives in British Columbia and Alaska, would contribute favorably to the economics of the project.

A detailed technical report documenting the historic exploration work on Galore Creek will be filed and available for review at www.sedar.com.

A joint NovaGold – SpectrumGold conference call and webcast to review developments at Galore Creek, Rock Creek, Donlin Creek and company financial results, will be held on Wednesday, August 13th, 2003 at 4:30 PM Eastern Time (1:30 PM Pacific). To participate in the conference call, please dial 416-695-6120 or toll free at 1-888-789-0089. Live audio of the conference call will be simultaneously broadcast via NovaGold’s website at www.novagold.net.


The call will also be available for replay until August 20th, 2003 by calling 416-252-1143 or 1-866-518-1010. The webcast link will also be archived on the NovaGold website.

SpectrumGold is a new precious metals exploration company focused in Western Canada. The company is operated by the NovaGold Management Team and NovaGold is the largest shareholder of the new company with current ownership of 43% of the issued shares. SpectrumGold currently has C$1.5 million in cash with an additional C$1.35 million held in escrow to be released subject to listing SpectrumGold on a Canadian stock exchange. SpectrumGold currently has 14 million shares issued and is anticipated to have approximately 17.4 million shares outstanding upon release of the funds to SpectrumGold from escrow.

NovaGold is a precious metals company focused on creation of value through the exploration and development of high quality mineral assets. NovaGold is advancing four million-plus-ounce gold deposits in Alaska toward production including the 25 million ounce Donlin Creek Project in partnership with Placer Dome. NovaGold has 42.7 million shares outstanding is well financed, has no debt, and one of the largest unhedged gold resource bases of any junior gold company. The shares are listed on the Toronto Stock Exchange (symbol NRI). The Company’s financial reports and other information are available online at: www.novagold.net.

Item Six - Reasons for Confidential Filing

Not Applicable.

Item Seven - Omitted Information

Not Applicable.

Item Eight - Senior Officer

Janice A. Stairs, Corporate Secretary, (902) 492-2013

Item Nine - Statement of Senior Officer

"The foregoing accurately discloses the material change referred to herein."

Executed this 15th day of August, 2003 at Halifax, Nova Scotia by Janice A. Stairs, Corporate Secretary.





Joint News Release

SpectrumGold Acquires 5 Million Ounce Gold-Silver-Copper Project

August 11th, 2003, Vancouver – NovaGold Resources Inc. and SpectrumGold Inc. Highlights

Exploration Program Launched on Multi-Million-Ounce Gold-Silver-Copper Project

NovaGold Resources Inc (TSX: NRI) through its new (43% owned) affiliate company, SpecrumGold Inc., has signed an agreement with QIT-Fer et Titane Inc. (a subsidiary of Rio Tinto plc), and Hudson Bay Mining and Smelting Co., Ltd (a subsidiary of Anglo American plc) to acquire a 100% interest in the Galore Creek gold-silver-copper deposit located in northwestern British Columbia, Canada. The Galore Creek project is a world class mineralized system located approximately 75 kilometers northwest of Barrick Gold’s Eskay Creek gold-silver mine. The project lies west of the Cassiar Highway and 100 kilometers northeast of the tidewater port of Wrangell, Alaska.

Under the terms of the agreement, SpectrumGold has an option to acquire a 100% interest in the project by completing a pre-feasibility study and making payments to the parties totaling US$20.3 million within a period of 8 years. Payments of US$0.3 million are required over the first three years of the option, with US$20 million to be paid over the subsequent 5 years. There will be no retained interests, royalties or back-in rights on the project.

The Galore Creek exploration team, including key members of the highly successful Donlin Creek Project, has begun a comprehensive geologic compilation effort on the property. An extensive exploration database has been collected from historic work carried out on the project from the early 1960’s through 1991. Galore Creek is one of the highest grade alkalic intrusive related gold-silver-copper deposits in British Columbia with bulk grades exceeding 1 g/t gold, 10 g/t silver and 1% copper.

An historic resource estimate completed in 1992 by Kennecott Exploration estimated a Measured and Indicated Resource of 243.2 million tonnes grading 0.45 g/t gold, 6.0 g/t silver and 0.75% copper, containing 3.6 million ounces of gold, 47 million ounces of silver, and 4.0 billion pounds of copper. This is a 1.73 g/t gold equivalent grade using US$325 per ounce of gold, US$5 per ounce silver, and US$0.75/lb copper. In addition an Inferred Resource was estimated to be 70.6 million tonnes grading 0.63 g/t gold, 6.0 g/t silver, and 0.59% copper (1.66 g/t gold equivalent) containing 1.4 million ounces of gold, 14 million ounces of silver, and 920 million pounds of copper. This estimate is based on nearly 500 drill holes totaling over 100,000 meters of core. SpectrumGold’s due diligence review of the project suggests that Galore Creek is not a classic porphyry occurrence but rather a higher-grade alkalic intrusive-related deposit with the bulk of the mineralization associated with sulfide–rich replacement of favorable volcanic units. SpectrumGold believes that additional focused exploration has the potential to not only enhance the size of the known resource but to identify significantly higher-grade zones within the mineralized system.


SpectrumGold is initiating an on site exploration program focused on developing a new geologic model for the project through detailed re-logging of the existing core and an initial 6,000 foot program of confirmation drilling. A major drill campaign is anticipated for the 2004 field season to test new targets and confirm the geologic model.

Rick Van Nieuwenhuyse, President and CEO, said: “Management believes that Galore Creek represents one of the best undeveloped resources in western Canada with 5 million ounces of gold, 60 million ounces of silver and 5 billion pounds of copper. Strategically we believe that the fundamentals for all three metals look very strong. We are encouraged by recent developments in the silver and copper markets and believe that in particular the global shortage of copper concentrate for smelters presents a significant opportunity. We feel the timing is right for all three metals.” In addition, the company believes that infrastructure developments within the region, including a planned 100 Megawatt hydroelectric facility at Forrest-Kerr Creek and several new potential road initiatives in British Columbia and Alaska, would contribute favorably to the economics of the project.

A detailed technical report documenting the historic exploration work on Galore Creek will be filed and available for review at www.sedar.com.

Conference Call Scheduled for Wednesday, August 13th

A joint NovaGold – SpectrumGold conference call and webcast to review developments at Galore Creek, Rock Creek, Donlin Creek and company financial results, will be held on Wednesday, August 13th, 2003 at 4:30 PM Eastern Time (1:30 PM Pacific). To participate in the conference call, please dial 416-695-6120 or toll free at 1-888-789-0089. Live audio of the conference call will be simultaneously broadcast via NovaGold’s website at www.novagold.net.

The call will also be available for replay until August 20th, 2003 by calling 416-252-1143 or 1-866-518-1010. The webcast link will also be archived on the NovaGold website.

About SpectrumGold

SpectrumGold is a new precious metals exploration company focused in Western Canada. The company is operated by the NovaGold Management Team and NovaGold is the largest shareholder of the new company with current ownership of 43% of the issued shares. SpectrumGold currently has C$1.5 million in cash with an additional C$1.35 million held in escrow to be released subject to listing SpectrumGold on a Canadian stock exchange. SpectrumGold currently has 14 million shares issued and is anticipated to have approximately 17.4 million shares outstanding upon release of the funds to SpectrumGold from escrow.

About NovaGold

NovaGold is a precious metals company focused on creation of value through the exploration and development of high quality mineral assets. NovaGold is advancing four million-plus-ounce gold deposits in Alaska toward production including the 25 million ounce Donlin Creek Project in partnership with Placer Dome. NovaGold has 42.7 million shares outstanding is well financed, has no debt, and one of the largest unhedged gold resource bases of any junior gold company. The shares are listed on the Toronto Stock Exchange (symbol NRI). The Company’s financial reports and other information are available online at: www.novagold.net.

For more information on NovaGold or SpectrumGold contact:

Greg Johnson, Vice President Don MacDonald, Sr Vice President & CFO
E-mail: Greg.Johnson@NovaGold.net E-mail: Don.MacDonald@NovaGold.net
(604) 669-6227 Toll Free 1-866-669-6227  



Dates Referenced Herein

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