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Novagold Resources Inc – ‘40FR12G’ on 10/29/03 – ‘EX-99.46’

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-99.46   —   Material Change Report of the Registrant Dated April 9, 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.
Suite 405, 625 Howe Street
Vancouver BC V6C 2T6

Item Two - Date of Material Change

April 9, 2003

Item Three - Press Release

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

Item Four - Summary of Material Change

On April 9, 2003, NovaGold Resources Inc. announced that a new joint Placer Dome, NovaGold and AMEC resource estimate confirms NovaGold’s November 2002 amounts regarding the Donlin Creek gold deposit in Alaska. Measured and indicated category resources are significantly increased since November 2002. The new resource estimate represents a 62% increase in measured and indicated resources and 138% increase in inferred resources over the Placer Dome December 2000 estimate. It was also announced that the Donlin Creek joint venture is to complete a pre-feasibility study by the fourth quarter 2003.

Item Five - Full Description of Material Change

On April 9, 2003, NovaGold Resources Inc. announced that a new joint Placer Dome, NovaGold and AMEC resource estimate confirms NovaGold’s November 2002 amounts regarding the Donlin Creek gold deposit in Alaska. Measured and indicated category resources are significantly increased since November 2002. The new resource estimate represents a 62% increase in measured and indicated resources and 138% increase in inferred resources over the Placer Dome December 2000 estimate. It was also announced that the Donlin Creek joint venture is to complete a pre-feasibility study by the fourth quarter 2003.

The Donlin Creek Joint Venture (NovaGold 70% / Placer Dome 30%) has just completed a new resource estimate for the Donlin Creek gold deposit in Alaska. This new resource estimate


confirms the November 2002 estimates completed by NovaGold and AMEC E&C Services Limited and significantly increases the Measured and Indicated Resource category. Compared with the last estimates completed by Placer Dome in December 2000, the Measured and Indicated Resource categories (using a 1.5 gram-per-tonne (g/t) cut-off grade) have increased 62% to 11.1 million ounces of gold grading an average of 3.0 g/t gold. In addition, the Inferred Resource has increased 138% to 14.3 million ounces of gold grading 3.1 g/t. Within this is a higher grade resource that includes 4.7 million ounces grading 5.1 g/t of Measured and Indicated material and an additional Inferred Resource of 6.8 million ounces grading 5.5 g/t using a 3.5 g/t cut-off.

Since the project has now advanced to the Pre-Feasibility Stage, this estimate and all future estimates, will only report as resources the mineralization that falls within a potentially economic pit model. The amounts in the current estimate represent 90% of the Inferred Category mineralization and 99% of the Measured and Indicated Category mineralization that falls within a pit model and is classified as resource. Previous estimates by Placer Dome, NovaGold and AMEC would have used 100% of these amounts. The additional mineralization that is located outside of the pit model could eventually be included in future estimates as the pit model deepens and expands along strike with further drilling.

A table entitled "Donlin Creek Resource Estimates" was also included. A 1.5 g/t economic cutoff grade is being used for the project based on an assumed 20,000 to 30,000 tonne per day mill processing rate.

The new resource estimates are based on an updated 3D geologic and mineralization model that integrates 58,000 meters (192,000 feet) of drilling completed by NovaGold in 2001 and 2002 and 93,000 meters (304,000 feet) of drilling previously completed by Placer Dome. The model contains a total of 85,760 assays from 172,000 meters (564,000 feet) of drilling and trenching.

The most recent drill programs and sampling protocol were managed by NovaGold with oversight provided by Phil St. George, Vice President of Exploration and Project Manager for NovaGold Resources. All drill samples were analyzed by fire assay at ALS Chemex Labs in Vancouver, B.C., Canada. Database quality control and quality assurance standards were overseen by independent engineering firm AMEC E&C Services Limited (AMEC) of Vancouver. Dr. Harry Parker, P.Geo., of AMEC (formerly MRDI) and Marc Jutras, P.Eng., Senior Geostatistician, of Placer Dome, supervised the resource estimate and approved of all procedures, protocols and methodology used in the estimation. Dr. Parker and Mr. Jutras are Qualified Persons as defined by National Instrument 43-101.

The completion of the updated resource estimate is the first development milestone for the new Donlin Creek Joint Venture. The joint venture is on track to complete the project Pre-Feasibility study in the fourth quarter of 2003. The study is being conducted by AMEC E&C Services Limited, an independent engineering services company. Engineering studies currently underway include: detailed pit designs, mill process work, site facilities layout and on-going environmental monitoring in anticipation of future mine permitting.

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 positive construction decision. Placer Dome must expend in excess of US$30 million, complete a bankable Feasibility Study and make a decision to construct a mine producing at least 600,000 ounces of gold annually before November 14, 2007 in order to earn an additional 40% interest in the project. The Donlin Joint Venture is 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 range from 300,000 to 400,000 ounces of gold per year.

NovaGold will review developments at Donlin Creek, Rock Creek and other projects as well as its annual financial results as part of a soon to be schedule conference call.

NovaGold is a precious metals company focused on the exploration and development of gold properties in North America. NovaGold is well financed, has no debt, and one of the largest unhedged gold resource bases of any junior gold company. Shares of NovaGold are listed on the Toronto Stock Exchange (symbol NRI). 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 15th day of April, 2003 at Halifax, Nova Scotia by Janice A. Stairs, Corporate Secretary.





     News Release Toronto Stock Exchange: NRI

Donlin Creek Gold Resources Increased

April 9, 2003, Vancouver – NovaGold Resources Inc.

Highlights

Donlin Creek Gold Resource Updated with Expanded Measured and Indicated Category

The Donlin Creek Joint Venture (NovaGold 70% / Placer Dome 30%) has just completed a new resource estimate for the Donlin Creek gold deposit in Alaska. This new resource estimate confirms the November 2002 estimates completed by NovaGold and AMEC E&C Services Limited and significantly increases the Measured and Indicated Resource category. Compared with the last estimates completed by Placer Dome in December 2000, the Measured and Indicated Resource categories (using a 1.5 gram-per-tonne (g/t) cut-off grade) have increased 62% to 11.1 million ounces of gold grading an average of 3.0 g/t gold. In addition, the Inferred Resource has increased 138% to 14.3 million ounces of gold grading 3.1 g/t. Within this is a higher grade resource that includes 4.7 million ounces grading 5.1 g/t of Measured and Indicated material and an additional Inferred Resource of 6.8 million ounces grading 5.5 g/t using a 3.5 g/t cut-off.

Since the project has now advanced to the Pre-Feasibility Stage, this estimate and all future estimates, will only report as resources the mineralization that falls within a potentially economic pit model. The amounts in the current estimate represent 90% of the Inferred Category mineralization and 99% of the Measured and Indicated Category mineralization that falls within a pit model and is classified as resource. Previous estimates by Placer Dome, NovaGold and AMEC would have used 100% of these amounts. The additional mineralization that is located outside of the pit model could eventually be included in future estimates as the pit model deepens and expands along strike with further drilling.

  Donlin Creek Resource Estimates:                  
  April 2003 Estimate   Previous Estimate At December 2000  
  (1.5 g/t cut off grade)   (1.5 g/t cut off Grade)  
  Resource   Tonnes   Grade   Contained   Resource   Tonnes   Grade   Contained  
  Category   (Millions)   Gold g/t   Ounces   Category   (Millions)   Gold g/t   Ounces  
  Measured   7.9   3.1   799,000   Measured   21.3   3.1   2,135,000  
  Indicated   109.5   2.9   10,343,000   Indicated   48.9   3.0   4,760,000  
  Total M&I:   117.5   3.0   11,142,000   Total M&I:   70.1   3.1   6,895,000  
                                 
  Inferred   142.2   3.1   14,308,000   Inferred   66.2   2.8   6,009,000  
Notes: (1) Contained Ounces are rounded to the nearest 1,000.


A 1.5 g/t economic cut-off grade is being used for the project based on an assumed 20,000 to 30,000 tonne per day mill processing rate.

The new resource estimates are based on an updated 3D geologic and mineralization model that integrates 58,000 meters (192,000 feet) of drilling completed by NovaGold in 2001 and 2002 and 93,000 meters (304,000 feet) of drilling previously completed by Placer Dome. The model contains a total of 85,760 assays from 172,000 meters (564,000 feet) of drilling and trenching. The most recent drill programs and sampling protocol were managed by NovaGold with oversight provided by Phil St. George, Vice President of Exploration and Project Manager for NovaGold Resources. All drill samples were analyzed by fire assay at ALS Chemex Labs in Vancouver, B.C., Canada. Database quality control and quality assurance standards were overseen by independent engineering firm AMEC E&C Services Limited (AMEC) of Vancouver. Dr. Harry Parker, P.Geo., of AMEC (formerly MRDI) and Marc Jutras, P.Eng., Senior Geostatistician, of Placer Dome, supervised the resource estimate and approved of all procedures, protocols and methodology used in the estimation. Dr. Parker and Mr. Jutras are Qualified Persons as defined by National Instrument 43-101.

Pre-Feasibility Study On-Track for Completion in Fourth Quarter 2003

The completion of the updated resource estimate is the first development milestone for the new Donlin Creek Joint Venture. The joint venture is on track to complete the project Pre-Feasibility study in the fourth quarter of 2003. The study is being conducted by AMEC E&C Services Limited, an independent engineering services company. Engineering studies currently underway include: detailed pit designs, mill process work, site facilities layout and on-going environmental monitoring in anticipation of future mine permitting.

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 positive construction decision. Placer Dome must expend in excess of US$30 million, complete a bankable Feasibility Study and make a decision to construct a mine producing at least 600,000 ounces of gold annually before November 14, 2007 in order to earn an additional 40% interest in the project. The Donlin Joint Venture is 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 range from 300,000 to 400,000 ounces of gold per year.

About NovaGold

NovaGold will review developments at Donlin Creek, Rock Creek and other projects as well as its annual financial results as part of a soon to be schedule conference call.

NovaGold is a precious metals company focused on the exploration and development of gold properties in North America. NovaGold is well financed, has no debt, and one of the largest unhedged gold resource bases of any junior gold company. Shares of NovaGold are listed on the Toronto Stock Exchange (symbol NRI). Annual and quarterly financial reports, news releases and other information are available online at: www.novagold.net

For more information on NovaGold or Donlin Creek 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 Toll Free 1-866-669-6227
E-mail: Don.MacDonald@NovaGold.net



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