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Novagold Resources Inc – ‘40FR12G’ on 10/29/03 – ‘EX-99.35’

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-99.35   —   Material Change Report of the Registrant Dated October 10, 2003


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



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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

October 9, 2003

Item Three - Press Release

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

Item Four - Summary of Material Change

On October 9,l 2003, NovaGold Resources Inc. announced the following:

Item Five - Full Description of Material Change

NovaGold has completed the final in-fill delineation drill program for its 100% owned Rock Creek Project located in Nome, Alaska. The recently completed 10,000 meter drill program started in late June and was designed to increase the in-fill drill definition for a Feasibility Study scheduled to be completed by mid-2004.

Preliminary results confirm the previous Independent Scoping Study model and estimates. An updated resource estimate and geologic model based on the in-fill drill program is being prepared in conjunction with AMEC E&C Services Ltd. and will be used in the final Feasibility Study.


NovaGold has also implemented a new larger sample size, metallic screen sample protocol for the current in-fill drill samples to better address the potential for an increase in grade due to the coarse gold component. The new protocol was developed in conjunction with ALS Chemex labs in Vancouver, B.C., based on the results from Knelson concentrator gravity testwork and metallic sieve analysis that demonstrated that there is a significant coarse gold component at Rock Creek that can be under reported with a conventional 200 gram sample split and 50 gram fire assay. The new protocol uses a significantly larger sample split of 4 kilograms and reports a final weighted average assay that combines a coarse and fine fraction assay. Preliminary results from the new protocol are very encouraging with the virtually all of the samples of greater than 1.0 g/t showing a significant increase in total gold grade due to the coarse metallic screen size fraction. These initial results suggest that the new protocol may result in an overall higher average grade for the deposit. Assay results from the program will be reported when the assays are finalized over the next two months.

Completion of the Feasibility Study is targeted for the second quarter of 2004 and submission of permit applications to the State of Alaska in the third quarter of 2004. Based on consultation with the permit agencies, NovaGold anticipates permit approval in the summer of 2005 with construction to begin immediately thereafter. Production is scheduled to commence in the first quarter of 2006. Including the final in-fill delineation drill program that was completed this year, NovaGold will spend of total of $5 million to bring the Rock Creek project to a construction decision in 2005.

Item Six - Reasons for Confidential Filing

Not Applicable.

Item Seven - Omitted Information

Not Applicable.

Item Eight - Senior Officer

Janice A. Stairs, Corporate Secretary.

Item Nine - Statement of Senior Officer

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

Executed this 10th day of October, 2003 at Halifax, Nova Scotia by Janice A. Stairs, Corporate Secretary.


News Release Toronto Stock Exchange: NRI

NovaGold Begins Feasibility Study on Rock Creek Gold Project

October 9th, 2003, Vancouver – NovaGold Resources Inc. Highlights

Delineation Drill Program Completed, Updated Resource Model In Progress

NovaGold has just completed the final in-fill delineation drill program for its 100% owned Rock Creek Project located in Nome, Alaska. The conclusion of the in-fill drill program and Independent Economic Assessment Study are important milestones in the advancement of the project to production. The recently completed 10,000 meter drill program started in late June and was designed to increase the in-fill drill definition for a Feasibility Study scheduled to be completed by mid-2004.

Preliminary results confirm the previous Independent Scoping Study model and estimates. An updated resource estimate and geologic model based on the in-fill drill program is being prepared in conjunction with AMEC E&C Services Ltd. and will be used in the final Feasibility Study.

NovaGold has also implemented a new larger sample size, metallic screen sample protocol for the current in-fill drill samples to better address the potential for an increase in grade due to the coarse gold component. The new protocol was developed in conjunction with ALS Chemex labs in Vancouver, B.C., based on the results from Knelson concentrator gravity testwork and metallic sieve analysis that demonstrated that there is a significant coarse gold component at Rock Creek that can be under reported with a conventional 200 gram sample split and 50 gram fire assay. The new protocol uses a significantly larger sample split of 4 kilograms and reports a final weighted average assay that combines a coarse and fine fraction assay. Preliminary results from the new protocol are very encouraging with the virtually all of the samples of greater than 1.0 g/t showing a significant increase in total gold grade due to the coarse metallic screen size fraction. These initial results suggest that the new protocol may result in an overall higher average grade for the deposit. Assay results from the program will be reported when the assays are finalized over the next two months.

Rock Creek Feasibility Study Initiated

In August, Norwest Corporation completed a detailed Independent Economic Assessment Study that demonstrated that the project could be rapidly developed into a mine that would produce an average of 110,000 ounces of gold per year at a total cash cost of less than $200 per ounce (see August 7th, 2003 News Release). NovaGold has now initiated a final Feasibility Study on the Rock Creek project. Key areas to be addressed in the final Feasibility Study include geotechnical, hydrologic, and metallurgical studies along with final pit design and optimization. In addition to Norwest, NovaGold has retained several specialized firms for the Feasibility work including: Golder Associates, Inc. to conduct a geotechnical evaluation, Water Management Consultants (WMC) Group to assess the hydrologic characteristics of the Rock Creek site, and Laurion, Inc. to carry out further metallurgical test work on samples collected from this year’s in-fill drill campaign.


As part of the Feasibility Study, Laurion, Inc., will be completing a detailed metallurgical program to confirm the process selection from the Scoping Study and to refine the process flowsheet. The Scoping Study recommended a gravity/flotation process, showing recovery of over 80% of the gold to a refinable product by simple gravity methods. Overall recovery is anticipated to be over 96%.

Golder Associates has undertaken a detailed geotechnical fieldwork program that is now near completion. Part of that program included drilling of oriented core holes in the projected pit walls and the proposed tailing structure. Test pits were also excavated in the foundations of the development rock dumps and plant site. The results of the geotechnical program will be integrated into the final mine design work.

Project Timeline and Permitting Process

Completion of the Feasibility Study is targeted for the second quarter of 2004 and submission of permit applications to the State of Alaska in the third quarter of 2004. Based on consultation with the permit agencies, NovaGold anticipates permit approval in the summer of 2005 with construction to begin immediately thereafter. Production is scheduled to commence in the first quarter of 2006. Including the final in-fill delineation drill program that was completed this year, NovaGold will spend of total of $5 million to bring the Rock Creek project to a construction decision in 2005.

As part of the baseline environmental information necessary for the permit process, Water Management Consultants (WMC) Group has begun a study to assess the hydrologic characteristics of the Rock Creek site. The WMC Group is internationally recognized for its specialized expertise in mine hydrology and engineering and has designed and initiated a plan for the installation of seven water monitoring wells on the project. The water monitoring wells are intended to establish baseline groundwater conditions prior to initiation of mining. The Alaska State Department of Environmental Conservation has approved the plan of work and installation of the wells has been initiated with three of the seven wells now completed. In addition to overseeing installation of the monitoring wells, WMC Group is collecting data on ground water flows to assess pit hydrology and establish an overall site water balance.

As the final part of the permit process NovaGold is initiating additional baseline environmental studies for the preparation of an Environmental Assessment (EA) document for the project. Work has begun on the required collection of surface water samples, characterization of wetlands, air quality monitoring, archeological resources, rock characterization, and the completion of a socio-economic evaluation.

The Rock Creek deposit has many positive attributes that will facilitate its rapid development including close proximity to existing infrastructure, mining and process simplicity, modest capital cost and exploration upside. The project has strong community support and based on the long history of mining in the area, timely approval of all required project permits is anticipated.

Rock Creek Project Overview

The 100% owned Rock Creek Project is located seven miles by road from the city of Nome, Alaska. The million-plus-ounce Rock Creek deposit is exposed at surface and is amenable to open-pit mining. In August, Norwest Corporation completed an independent Economic Assessment Study that demonstrated that the project could be rapidly developed into a mine that would produce an average of 110,000 ounces of gold per year at a total cash cost of less than $200 per ounce and at a capital cost of less than US$40 million.

NovaGold has prioritized advancing the Rock Creek Project to production as part of its strategy to transition from a highly successful pure exploration company to an exploration focused, quality gold producer. Rock Creek would become the first of four new mines that NovaGold intends to bring to production (either directly or with a partner) by the end of the decade with the company’s anticipated share of production reaching 500,000 to 700,000 ounces of gold per year.


The financial analysis from the Independent Economic Assessment Study completed by Norwest Corporation in August 2003 that evaluated the capital costs, operating and processing costs, taxes and royalties for the project showed that Rock Creek could generate a pre-tax rate of return in the range of 19% to 25% at gold price of $325 per ounce. This increases significantly with increases in the price of gold, the table below shows that with each US$25 increase in gold price there is greater than a 35% increase in the after-tax undiscounted Net Present Value. A sensitivity analysis on the project shows that the rate of return is most sensitive to changes in the gold price and grade, followed by changes to the operating costs and then to changes in capital costs.

Financial Analysis and Gold Price Sensitivity        
(all amounts US$)        
Gold Price     Base Case Upside Target
         
$325 Pre-tax DCF IRR % 18.8 24.9%
  After-tax IRR % 16.2% 21.7%
After-Tax Net Present Value (0%) $M $30.3 $61.8
After-Tax Net Present Value (5%) $M $16.0 $34.5
  Payback Period      
    Yr    
    s 4.0 4.0
$350 Pre-tax DCF IRR % 26.2% 31.6%
  After-tax IRR % 22.2% 27.3%
After-Tax Net Present Value (0%) $M $42.2 $80.0
After-Tax Net Present Value (5%) $M $25.0 $47.2
  Payback Period   3.4 3.4
    Yr    
    s    
$375 Pre-tax DCF IRR % 33.3% 38.1%
  After-tax IRR % 28.0% 32.6%
After-Tax Net Present Value (0%) $M $53.9 $98.0
After-Tax Net Present Value (5%) $M $33.8 $59.8
  Payback Period   3.0 3.0
    Yr    
    s    
$400 Pre-tax DCF IRR % 40.2% 44.4%
  After-tax IRR % 33.6% 37.8%
After-Tax Net Present Value (0%) $M $65.0 $115.4
After-Tax Net Present Value (5%) $M $42.3 $71.9
  Payback Period   2.5 2.5
    Yr    
    s    

Source: Norwest Corporation, Rock Creek Economic Assessment Study, Aug 2003

About NovaGold NovaGold is a precious metals company focused on the exploration and development of high quality mineral properties in North America. NovaGold is now advancing five separate million-plus-ounce gold deposits in Alaska and Western Canada toward production including two of the largest undeveloped gold deposits in North America, the 25 million ounce Donlin Creek Project in partnership with Placer Dome and the 5 million ounce Galore Creek deposit. NovaGold has 50.2 million shares outstanding, is well financed with no long-term debt, and one of the largest unhedged gold resource bases of any development stage gold company. Other information is available online at: www.novagold.net

For more information on NovaGold contact:
Greg Johnson, VP Corporate Development Don MacDonald, CA, 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 (604) 669-6227 Toll Free 1-866-669-6227



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