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Novagold Resources Inc – ‘40FR12G’ on 10/29/03 – ‘EX-99.38’

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-99.38   —   Material Change Report of the Registrant Dated August 13, 2003


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



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  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 13, 2003

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  



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