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Novagold Resources Inc – ‘40FR12G’ on 10/29/03 – ‘EX-99.48’

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-99.48   —   Material Change Report of the Registrant Dated February 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.
127 Via de Tesoros
Los Gatos, California 95032

Item Two - Date of Material Change

February 11, 2003

Item Three - Press Release

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

Item Four - Summary of Material Change

On February 11, 2003 NovaGold Resources Inc. reported that Placer Dome has elected to increase its interest by 40% in the Donlin Creek Project and to become joint-venture manager. The Donlin Creek Project now advances from an exploration project to a development project. The Project could potentially produce over 1 million ounces of gold per year. The Donlin Joint Venture is on track to complete a new resource estimate and Pre-Feasibility Study in 2003. There is a conference call scheduled for Wednesday 4:30 PM Eastern Time (1:30 PM Pacific).

Item Five - Full Description of Material Change

On February 11, 2003 NovaGold Resources Inc. reported that Placer Dome has elected to increase its interest by 40% in the Donlin Creek Project and to become joint-venture manager. The Donlin Creek Project now advances from an exploration project to a development project. The Project could potentially produce over 1 million ounces of gold per year. The Donlin Joint Venture is on track to complete a new resource estimate and Pre-Feasibility Study in 2003. There is a conference call scheduled for Wednesday 4:30 PM Eastern Time (1:30 PM Pacific).


Donlin Creek Becomes A Priority Development Project for Placer Dome

Placer Dome has elected to earn an additional 40% interest, for a total of a 70%, in the Donlin Creek project from NovaGold by spending a minimum of US$30 million toward project development, completing a project Feasibility Study, and making a decision to construct a mine that produces not less than 600,000 ounces of gold per year, within 5 years of the effective date of the option on November 13, 2002.

Under this option Placer Dome would not earn any incremental interest in the project above their current 30% level until all of the above conditions are met within the 5 year timeframe. NovaGold would not be required to contribute any additional funding up to the US$30 million and at NovaGold’s election Placer Dome would help NovaGold arrange financing for NovaGold’s share of the construction costs. Under the agreement NovaGold would maintain an independent hedging policy.

As a priority development project for Placer Dome, NovaGold shareholders should see considerable added value as the Donlin Creek Project advances through Pre-Feasibility, Feasibility and to a construction decision within the next 5 years. Placer Dome is currently looking at a high-tonnage operation in the range of 20,000 to 30,000 tonnes per day that potentially would produce over 1 million ounces of gold per year. NovaGold’s annual share of this gold production would likely range from 300,000 to 400,000 ounces of gold per year.

The Donlin Joint Venture is on track to complete a new comprehensive resource estimate and to develop plans to address the project’s infrastructure needs as part of the Pre-Feasibility study currently underway. Both the resource estimate and the on-going Pre-Feasibility Study are being conducted by AMEC E&C Services Limited, an independent engineering services company.

NovaGold completed its 70% earn-in in just 16 months after signing the final agreements with Placer Dome. NovaGold's accelerated exploration program expanded the Measured and Indicated Category Resources to 9.9 million ounces grading 3.0 g/t with an additional Inferred Category Resource of 17.9 million ounces grading 3.0 g/t using a 1.5 g/t cut-off grade. NovaGold earned its 70% interest in the Donlin Creek Project with the underlying property owners Calista Corporation and the Kuskokwim Corporation by investing US$10 million in exploration.

With the election by Placer Dome to become joint-venture manager, NovaGold will be reimbursed its 70% share of the US$3.0 expenditures on the Donlin Creek Project that were jointly funded during the decision period subsequent to its November 13, 2002 earn-in.

Conference Call Scheduled for Wednesday February 12th

A conference call and webcast to review the contents of this announcement will be held on February 12th, 2003 at 4:30 PM Eastern Time (1:30 PM Pacific). To participate in the conference call, please dial 416-695-6120 or 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 February 19th, 2003 by calling 416-695-9728 or 1-888-509-0082. The webcast link will also be archived on the NovaGold website.


NovaGold to Accelerate Development of Its Nome Projects

With Placer Dome advancing the Donlin Creek Project toward production, NovaGold is looking to acquire other advanced stage development or producing assets. With its strong balance sheet NovaGold is also accelerating the development of its multi-million-ounce Nome Gold and Rock Creek projects in Nome, Alaska. Comprehensive independent Preliminary Economic Assessment Studies and new updated Resource Estimates are being completed on both projects. These studies will further refine the economic operating parameters for the deposits and define the scope of work for additional exploration and engineering studies to be initiated as part of the pre-feasibility work to begin in 2003.

About NovaGold

A diversified natural resource company, NovaGold acquires and develops precious metal deposits in North America. NovaGold is well financed, has no debt, and one of the largest unhedged gold resource bases of any gold exploration company. The Company generates cash flow to fund exploration and development from its construction aggregate, gold royalties and land development operations in Nome, Alaska. Shares of NovaGold are listed on the Toronto Stock Exchange (symbol NRI). The Company’s shares also trade on the US OTC Market (symbol NVGLF). Annual and quarterly financial reports, news releases 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 12th day of February, 2003 at Halifax, Nova Scotia by Janice A. Stairs, Corporate Secretary.





News Release
Toronto Stock Exchange: NRI
U.S. OTC Symbol: NVGLF

Placer Dome To Increase Stake
By Advancing Donlin To Construction Decision

February 11th, 2003, Vancouver – NovaGold Resources Inc.

Highlights

Donlin Creek Becomes A Priority Development Project for Placer Dome

Placer Dome has elected to earn an additional 40% interest, for a total of a 70%, in the Donlin Creek project from NovaGold by spending a minimum of US$30 million toward project development, completing a project Feasibility Study, and making a decision to construct a mine that produces not less than 600,000 ounces of gold per year, within 5 years of the effective date of the option on November 13, 2002.

Under this option Placer Dome would not earn any incremental interest in the project above their current 30% level until all of the above conditions are met within the 5 year timeframe. NovaGold would not be required to contribute any additional funding up to the US$30 million and at NovaGold’s election Placer Dome would help NovaGold arrange financing for NovaGold’s share of the construction costs. Under the agreement NovaGold would maintain an independent hedging policy.

As a priority development project for Placer Dome, NovaGold shareholders should see considerable added value as the Donlin Creek Project advances through Pre-Feasibility, Feasibility and to a construction decision within the next 5 years. Placer Dome is currently looking at a high-tonnage operation in the range of 20,000 to 30,000 tonnes per day that potentially would produce over 1 million ounces of gold per year. NovaGold’s annual share of this gold production would likely range from 300,000 to 400,000 ounces of gold per year. The Donlin Joint Venture is on track to complete a new comprehensive resource estimate and to develop plans to address the project’s infrastructure needs as part of the Pre-Feasibility study currently underway. Both the resource estimate and the on-going Pre-Feasibility Study are being conducted by AMEC E&C Services Limited, an independent engineering services company. “This is great news for the project, for the Calista and Kuskokwim Native Corporations, and for the State of Alaska. Placer Dome’s decision endorses our view that the project has transitioned from advanced exploration to development,” says Rick Van Nieuwenhuyse, President and CEO of NovaGold Resources Inc. “We are very pleased that Placer has shown their support for the project and believe they will be an excellent partner to develop the project into potentially one of the largest gold mines in the world.”


NovaGold completed its 70% earn-in in just 16 months after signing the final agreements with Placer Dome. NovaGold's accelerated exploration program expanded the Measured and Indicated Category Resources to 9.9 million ounces grading 3.0 g/t with an additional Inferred Category Resource of 17.9 million ounces grading 3.0 g/t using a 1.5 g/t cut-off grade. NovaGold earned its 70% interest in the Donlin Creek Project with the underlying property owners Calista Corporation and the Kuskokwim Corporation by investing US$10 million in exploration.

With the election by Placer Dome to become joint-venture manager, NovaGold will be reimbursed its 70% share of the US$3.0 expenditures on the Donlin Creek Project that were jointly funded during the decision period subsequent to its November 13, 2002 earn-in.

Conference Call Scheduled for Wednesday February 12th

A conference call and webcast to review the contents of this announcement will be held on February 12th, 2003 at 4:30 PM Eastern Time (1:30 PM Pacific). To participate in the conference call, please dial 416-695-6120 or 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 February 19th, 2003 by calling 416-695-9728 or 1-888-509-0082. The webcast link will also be archived on the NovaGold website.

NovaGold to Accelerate Development of Its Nome Projects

With Placer Dome advancing the Donlin Creek Project toward production, NovaGold is looking to acquire other advanced stage development or producing assets. With its strong balance sheet NovaGold is also accelerating the development of its multi-million-ounce Nome Gold and Rock Creek projects in Nome, Alaska. Comprehensive independent Preliminary Economic Assessment Studies and new updated Resource Estimates are being completed on both projects. These studies will further refine the economic operating parameters for the deposits and define the scope of work for additional exploration and engineering studies to be initiated as part of the pre-feasibility work to begin in 2003.

About NovaGold

A diversified natural resource company, NovaGold acquires and develops precious metal deposits in North America. NovaGold is well financed, has no debt, and one of the largest unhedged gold resource bases of any gold exploration company. The Company generates cash flow to fund exploration and development from its construction aggregate, gold royalties and land development operations in Nome, Alaska. Shares of NovaGold are listed on the Toronto Stock Exchange (symbol NRI). The Company’s shares also trade on the US OTC Market (symbol NVGLF). Annual and quarterly financial reports, news releases and other information are available online at: www.novagold.net

For more information on NovaGold contact:

Greg Johnson, Vice President, Corporate Development
Bellingham, Washington, USA
(360) 766-7102
E-mail: Greg.Johnson@NovaGold.net

Don MacDonald, CA, Sr Vice President and CFO
Vancouver, B.C., Canada
(604) 669-6227
E-mail: Don.MacDonald@NovaGold.net

Tony Hayes, CFA, Investor Relations
Toronto, Ontario, Canada
(416) 368-0882; Toll Free 1 (866) 243-1059
E-mail: Tony.Hayes@NovaGold.net



Dates Referenced Herein

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