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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
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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
Item Three - Press Release
The attached press release was issued in Vancouver, British Columbia.
Item Four - Summary of Material Change
On August 13, 2003, NovaGold Resources Inc. and SpectrumGold Inc. jointly announced that NovaGold had acquired Quest Capital Corp’s 16.3% interest in SpectrumGold. Planning is underway for the initial 6,000 foot Galore Creek exploration program. A 10,000 foot drill program has been initiated at McQuesten Gold Project in the Yukon. A joint conference call is scheduled for Wednesday, August 13, 2003 at 4:30 PM EST.
Item Five - Full Description of Material Change
NovaGold Resources Inc (TSX: NRI) has purchased 2,284,425 shares or approximately 16.3% of the total issued and outstanding common shares of SpectrumGold Inc. from Quest Capital Corporation for C$1.7 million in cash in a private transaction. This brings NovaGold’s total interest in SpectrumGold to 8,284,425 shares or approximately 59% of the issued and outstanding common shares of SpectrumGold.
NovaGold’s purpose in completing this transaction was to increase its ownership in SpectrumGold and to allow NovaGold to consolidate its interest in SpectrumGold as a subsidiary for future financial reporting. NovaGold currently has no future intention to acquire ownership or control over additional securities of SpectrumGold. However, NovaGold may acquire or sell securities of SpectrumGold in the future.
As previously announced on August 11th, SpectrumGold has signed an agreement with subsidiaries of Rio Tinto plc and Anglo American plc to acquire a 100% interest in the 5 million ounce gold-silver-copper Galore Creek deposit located in northwestern British Columbia, Canada. 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. During the first three years of the agreement SpectrumGold will make payments totaling US$300,000, with US$20 million to be paid over the subsequent 5 years, at which time the company will own a 100% interest in the project with no retained royalties or back-in rights.
Galore Creek is one of the largest and highest grade alkalic intrusive-related gold-silver-copper deposits in North America. Based on the extensive historic work carried out by Rio Tinto and Anglo American from the early 1960’s through 1991, management believes that the system remains open and that the exploration concept would be to outline a resource of 80-150 million tonnes of material with bulk grades exceeding 2.0 to 3.0 g/t gold equivalent within the larger mineralized system.
SpectrumGold has initiated 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 core drilling. The initial due diligence work on the project has led to a reinterpretation 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. This re-interpretation provides the framework for a higher-grade more select mining approach on the project. A major drill campaign is anticipated for the 2004 field season to test new targets and confirm this new geologic interpretation.
With the acquisition of control of SpectrumGold, NovaGold now controls 25 million ounces of gold in five projects, representing a 24% increase in net attributable ounces. With a positive construction decision by Placer Dome at Donlin Creek, NovaGold’s share of gold resources will remain 15 million ounces of unhedged gold.
A 10,000 foot core drill program is underway at the McQuesten gold project located in the Keno Hill Mining District outside of Mayo, Yukon. Upon completion of this drill program, SpectrumGold will earn a 70% interest in the property from Eagle Plains Resources (TSX-V: EPL). A series of priority drill targets based on airborne geophysical anomalies, trenching and auger geochemistry will be drilled as part of the exploration program to test the potential for a multi-million ounce gold system. Results of the program will be reported later this fall after they are finalized.
Also in the Yukon, SpectrumGold is in the process of completing a major geologic compilation effort at the Brewery Creek property, a former heap leach oxide gold mining operation, located in the Dawson Mining District. The property has a 15 kilometer long mineralized trend with similar geologic characteristics to NovaGold’s 25 million ounce Donlin Creek project in Alaska. Previous work on the property focused only on near surface oxide gold targets. The company is completing a detailed review of the project geology including detailed structural mapping to
evaluate the potential for a multi-million-ounce Donlin Creek style sulfide gold target.
A joint NovaGold – SpectrumGold conference call and webcast to discuss the companies’ plans, priorities and NovaGold’s second quarter 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 59% 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 now advancing five million-plus-ounce gold deposits in Alaska and Western Canada 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.
NovaGold will file a corresponding report of the acquisition of SpectrumGold shares with the applicable securities regulatory authorities in accordance with applicable securities legislation. A copy of the report can be obtained by contacting either of the representatives of NovaGold named in the press release.
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 |
NovaGold Acquires Controlling Interest In SpectrumGold
August 13th, 2003,Vancouver - NovaGold Resources Inc. and Spectru Gold Inc.
Highlights
NovaGold Acquires Quest Capital's 16.3% Interest in SpectrurnGold
NovaGold Resources Inc (TSX: NRI) has purchased 2,284,425 shares or approximately 16.3% of the total issued and outstanding common shares of SpectrumGold Inc. from Quest Capital Corporation for C$1.7 million in cash in a private transaction. This brings NovaGold's total interest in SpectrumGold to 8,284,425 shares or approximately 59% of the issued and outstanding common shares of SpectrumGold.
NovaGold's purpose in completing this transaction was to increase its ownership in SpectrumGold and to allow NovaGold to consolidate its interest in SpectrumGold as a subsidiary for future financial reporting. NovaGold currently has no future intention to acquire ownership or control over additional securities of SpectrumGold. However, NovaGold may acquire or sell securities of SpectrumGold in the future.
As previously announced on August 11th, SpectrumGold has signed an agreement with subsidiaries of Rio Tinto plc and Anglo American plc to acquire a 100% interest in the 5 million ounce gold-silvercopper Galore Creek deposit located in northwestern British Columbia, Canada. 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. During the first three years of the agreement SpectrumGold will make payments totaling US$300,000, with US$20 million to be paid over the subsequent 5 years, at which time the company vvill own a 100% interest in the project with no retained royalties or back-in rights.
Galore Creek is one of the largest and highest grade alkalic intrusive-related gold-silver-copper deposits in North America. Based on the extensive historic work carried out by Rio Tinto and Anglo American from the early 196's through 1991, management believes that the system remains open and that the exploration concept would be to outline a resource of 80-150 million tonnes of material with bulk grades exceeding 2.0 to 3.0 g/t gold equivalent within the larger mineralized system.
SpectrumGold has initiated an on site exploration program focused on developing a new geologic rnodal for the project through detailed re-logging of the existing core and an initial 6,000 foot program of core drilling. The initial due diligence work on the project has led to a re-interpretation 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. This re-interpretation provides the framework for a higher-grade more select mining approach on the project. A major drill campaign is anticipated for the 2004 field season to test new targets and confirm this new geologic interpretation.
With the acquisition of control of SpectrumGold, NovaGold now controls 25 million ounces of gold in five projects, representing a 24% increase in net attributable ounces. With a positive construction decision by Placer Dome at Donlin Creek, NovaGold's share of gold resources will remain 15 million ounces of unhedged gold.
Exploration Initiated at McQuesten and Brewery Creek Gold Projects
A 10,000 foot core drill program is underway at the McQuesten gold project located in the Keno Hill Mining District outside of Mayo, Yukon. Upon completion of this drill program, SpectrumGold will earn a 70% interest in the property from Eagle Plains Resources (TSX-V: EPL). A series of priority drill targets based on airborne geophysical anomalies, trenching and auger geochemistry will be drilled as part of the exploration program to test the potential for a multi-million ounce gold system. Results of the program will be reported later this fall after they are finalized.
Also in the Yukon, SpectrumGold is in the process of completing a major geologic compilation effort at the Brewery Creek property, a former heap leach oxide gold mining operation, located in the Dawson Mining District. The property has a 15 kilometer long mineralized trend with similar geologic characteristics to NovaGold's 25 million ounce Donlin Creek project in Alaska. Previous work on the property focused only on near surface oxide gold targets. The company is completing a detailed review of the project geology including detailed structural mapping to evaluate the potential for a multi-million-ounce Donlin Creek style sulfide gold target.
Conference Call Scheduled for Wednesday, August 13th
A joint NovaGold - SpectrumGold conference call and webcast to discuss the companies' plans, priorities and NovaGold's second quarter 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 bby 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 59% 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 rnineral assets. NovaGold is now advancing five million-plus-ounce gold deposits in Alaska and Western Canada toward production inducing 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.
NovaGold will file a corresponding report of the acquisition of SpectrumGold shares with the applicable securities regulatory authorities in accordance with applicable securities legislation. A copy of the report can be obtained by contacting either of the representatives of NovaGold named below.
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 |
This ‘40FR12G’ Filing | Date | Other Filings | ||
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Filed on: | 10/29/03 | None on these Dates | ||
8/13/03 | ||||
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