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Novagold Resources Inc – ‘40FR12G’ on 10/29/03 – ‘EX-99.45’

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-99.45   —   Material Change Report of the Registrant Dated April 28, 2003


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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.
Suite 405, 625 Howe Street
Vancouver BC V6C 2T6

Item Two - Date of Material Change

April 28, 2003

Item Three - Press Release

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

Item Four - Summary of Material Change

On April 28, 2003, NovaGold Resources Inc. announced that it is moving the Rock Creek Gold Project forward on a 100% basis to a production decision. Engineering firms Norwest Corporation and AMEC E&C Services Ltd. have been selected to complete an independent economic assessment study and updated resource estimate for the Rock Creek Project. The annual general meting of NovaGold's shareholders will take place on Wednesday, May 28, 2003.

Item Five - Full Description of Material Change

NovaGold is moving the Rock Creek Project forward on a 100% basis to a production decision. TNR Resources has elected to terminate its option to earn a minority interest on the Rock Creek Deposit. TNR will focus its efforts at earning an interest in NovaGold’s Shotgun Deposit located in the Kuskokwim Gold Belt. Norwest Corporation and AMEC E&C Services Ltd, both engineering services companies, have been selected to complete an independent Economic Assessment Study and updated resource estimate for the Rock Creek Project by mid-Summer 2003.

Two diamond core drills were mobilized to the Rock Creek Project in early April and drilling has begun on a planned 10,000-meter drill campaign to increase the infill drilling spacing to a level sufficient for a Feasibility Study and production decision in 2004. The first phase of the


program this spring will include approximately 2,000 meters of drilling, followed by the remaining 8,000 meters to be completed by Q4 2003.

The Rock Creek Project is located seven miles by road from the city of Nome, Alaska. The district has historically produced more than 4 million ounces of gold from the nearby stream and beach alluvial deposits. The million-plus-ounce Rock Creek deposit is exposed at surface and is amenable to open-pit mining with a low strip ratio. At current gold prices management believes that the project could be rapidly moved to a production decision, providing near term gold production of an estimated 100,000 ounces of gold per year to NovaGold prior to the Donlin Creek deposit coming on-stream.

Based on work completed by NovaGold, Kennecott, Newmont and Placer Dome, the Rock Creek Project has a total Measured and Indicated Resource of 555,000 ounces grading 2.74 g/t gold with an additional Inferred Resource of 563,000 ounces of gold grading 2.48 g/t using a 1 g/t cut-off grade. Metallurgical test-work at Rock Creek has shown it to have favorable metallurgy with over 92% recovery using conventional cyanidation with an average of 67% of the gold recovered using a relatively coarse grind (-65 mesh) and inexpensive gravity methods.

The deposit remains open along strike and down dip and there is potential to significantly increase the gold resource with further drilling. Highly anomalous gold in surface samples extend from the areas of known gold mineralization for over a kilometer and additional targets occur along a 10-kilometer trend.

In addition to the program at Rock Creek, NovaGold has initiated an independent Economic Assessment Study on the Nome Gold Project located just outside of Nome, Alaska. This project looks to restart gold production from the same area that has historically produced over 4 million ounces of gold over the past 80 years. The project contains an estimated 2.2 million ounces of resource based on over 7,000 drill holes. The current studies will further refine the economic operating parameters for the deposits as well as define the scope of work for additional engineering that would be necessary for a production decision. At current gold prices management believes that the project could be rapidly moved to a production decision within 1 to 2 years, providing near term gold production of an estimated 50,000 ounces of gold per year.

Under a restructured agreement, TNR will focus it efforts at targeting a potential “Donlin Creek Type Gold System” at the Shotgun deposit located south of the 25 million ounce Donlin Creek property in the Kuskokwim Gold Belt. NovaGold will provide technical assistance to TNR for initial targeting and development of the exploration model.

NovaGold will also participate in an upcoming private-placement financing for TNR with the funds to be directed at the Shotgun Project. Under the agreement TNR can earn up to a 50% interest in the Shotgun project by advancing the project to a production decision by spending US$3 million dollars on exploration by May 2006 and issuing to NovaGold up to 1 million TNR common shares. TNR can earn a further 20% interest in the project by spending an additional US$6 million toward project development and issuing to NovaGold a further C$1 million in TNR common shares. NovaGold retains a back-in option to regain a 50% interest in the project.


NovaGold previously completed a 3,100-meter diamond-drilling program on the Shotgun deposit and outlined an Inferred Resource of 980,000 ounces grading 0.93 g/t at a 0.5 g/t cut-off. The defined mineralization at Shotgun is very similar to one of the initial target areas at the Donlin Creek Deposit. The currently defined resource at Shotgun remains open to the north, the west and at depth. The Shotgun deposit is exposed at the surface, is amenable to open pit mining with a very low strip ratio and has significant exploration upside potential.

The objective of the 2003 program will be to focus on higher-grade multi-million-ounce Acma/Lewis style targets which are the host of the gold resources at Donlin Creek. Several priority exploration targets with similar geophysical and geochemical signatures to Donlin have been identified on the property. NovaGold and TNR are currently in the planning stages for the 2003 exploration program with anticipated expenditures in excess of US$900,000 to be spent on multi-million-ounce target definition and drill testing.

A conference call and webcast to review developments at Donlin Creek, Rock Creek and other projects as well as the Company’s 1st quarter and annual financial results will be held on Tuesday May 6th, 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 May 13th, 2003 by calling 416-252-1143 or 1-866-518-1010. The webcast link will also be archived on the NovaGold website.

The Annual Meeting of NovaGold Resources Inc. will take place on Wednesday, May 28, 2003 at 1:00 p.m., Hyatt Regency Hotel Oxford Room, 655 Burrard Street Vancouver, BC, Canada V6C 2R7.

NovaGold is a precious metals company focused on the exploration and development of gold properties in North America. NovaGold with 42.6 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 recently released 2002 Annual Report 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 30th day of April, 2003 at Halifax, Nova Scotia by Janice A. Stairs, Corporate Secretary.




     News Release Toronto Stock Exchange: NRI

NovaGold Advances Three Alaskan Gold Projects Toward Production


April 28, 2003, Vancouver – NovaGold Resources Inc. Highlights

Rock Creek Engineering Firms Selected and Development Drill Program Initiated

NovaGold is moving the Rock Creek Project forward on a 100% basis to a production decision. TNR Resources has elected to terminate its option to earn a minority interest on the Rock Creek Deposit. TNR will focus its efforts at earning an interest in NovaGold’s Shotgun Deposit located in the Kuskokwim Gold Belt. Norwest Corporation and AMEC E&C Services Ltd, both engineering services companies, have been selected to complete an independent Economic Assessment Study and updated resource estimate for the Rock Creek Project by mid-Summer 2003.

Two diamond core drills were mobilized to the Rock Creek Project in early April and drilling has begun on a planned 10,000-meter drill campaign to increase the infill drilling spacing to a level sufficient for a Feasibility Study and production decision in 2004. The first phase of the program this spring will include approximately 2,000 meters of drilling, followed by the remaining 8,000 meters to be completed by Q4 2003.

The Rock Creek Project is located seven miles by road from the city of Nome, Alaska. The district has historically produced more than 4 million ounces of gold from the nearby stream and beach alluvial deposits. The million-plus-ounce Rock Creek deposit is exposed at surface and is amenable to open-pit mining with a low strip ratio. At current gold prices management believes that the project could be rapidly moved to a production decision, providing near term gold production of an estimated 100,000 ounces of gold per year to NovaGold prior to the Donlin Creek deposit coming on-stream.

Based on work completed by NovaGold, Kennecott, Newmont and Placer Dome, the Rock Creek Project has a total Measured and Indicated Resource of 555,000 ounces grading 2.74 g/t gold with an additional Inferred Resource of 563,000 ounces of gold grading 2.48 g/t using a 1 g/t cut-off grade. Metallurgical test-work at Rock Creek has shown it to have favorable metallurgy with over 92% recovery using conventional cyanidation with an average of 67% of the gold recovered using a relatively coarse grind (-65 mesh) and inexpensive gravity methods.

The deposit remains open along strike and down dip and there is potential to significantly increase the gold resource with further drilling. Highly anomalous gold in surface samples extend from the areas of known gold mineralization for over a kilometer and additional targets occur along a 10-kilometer trend.


Engineering Underway to Evaluate Restart of Gold Production at Nome Gold Project

In addition to the program at Rock Creek, NovaGold has initiated an independent Economic Assessment Study on the Nome Gold Project located just outside of Nome, Alaska. This project looks to restart gold production from the same area that has historically produced over 4 million ounces of gold over the past 80 years. The project contains an estimated 2.2 million ounces of resource based on over 7,000 drill holes. The current studies will further refine the economic operating parameters for the deposits as well as define the scope of work for additional engineering that would be necessary for a production decision. At current gold prices management believes that the project could be rapidly moved to a production decision within 1 to 2 years, providing near term gold production of an estimated 50,000 ounces of gold per year.

Exploration Program at Shotgun to Focus on Donlin Creek Type Targets

Under a restructured agreement, TNR will focus it efforts at targeting a potential “Donlin Creek Type Gold System” at the Shotgun deposit located south of the 25 million ounce Donlin Creek property in the Kuskokwim Gold Belt. NovaGold will provide technical assistance to TNR for initial targeting and development of the exploration model.

NovaGold will also participate in an upcoming private-placement financing for TNR with the funds to be directed at the Shotgun Project. Under the agreement TNR can earn up to a 50% interest in the Shotgun project by advancing the project to a production decision by spending US$3 million dollars on exploration by May 2006 and issuing to NovaGold up to 1 million TNR common shares. TNR can earn a further 20% interest in the project by spending an additional US$6 million toward project development and issuing to NovaGold a further C$1 million in TNR common shares. NovaGold retains a back-in option to regain a 50% interest in the project. NovaGold previously completed a 3,100-meter diamond-drilling program on the Shotgun deposit and outlined an Inferred Resource of 980,000 ounces grading 0.93 g/t at a 0.5 g/t cut-off. The defined mineralization at Shotgun is very similar to one of the initial target areas at the Donlin Creek Deposit. The currently defined resource at Shotgun remains open to the north, the west and at depth. The Shotgun deposit is exposed at the surface, is amenable to open pit mining with a very low strip ratio and has significant exploration upside potential.

The objective of the 2003 program will be to focus on higher-grade multi-million-ounce Acma/Lewis style targets which are the host of the gold resources at Donlin Creek. Several priority exploration targets with similar geophysical and geochemical signatures to Donlin have been identified on the property. NovaGold and TNR are currently in the planning stages for the 2003 exploration program with anticipated expenditures in excess of US$900,000 to be spent on multi-million-ounce target definition and drill testing.

Conference Call Scheduled for Tuesday May 6th

A conference call and webcast to review developments at Donlin Creek, Rock Creek and other projects as well as the Company’s 1st quarter and annual financial results will be held on Tuesday May 6th, 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 May 13th, 2003 by calling 416-252-1143 or 1-866-518-1010. The webcast link will also be archived on the NovaGold website.

NovaGold 2003 Annual General Meeting of Shareholders

The Annual Meeting of NovaGold Resources Inc. will take place
Wednesday, May 28, 2003 at 1:00 p.m.
Hyatt Regency Hotel Oxford Room
655 Burrard Street Vancouver, BC, Canada V6C 2R7


About NovaGold

NovaGold is a precious metals company focused on the exploration and development of gold properties in North America. NovaGold with 42.6 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 recently released 2002 Annual Report 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 & CFO
Vancouver, B.C., Canada
(604) 669-6227 Toll Free 1-866-669-6227
E-mail: Don.MacDonald@NovaGold.net




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