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Novagold Resources Inc – ‘40FR12G’ on 10/29/03 – ‘EX-99.42’

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-99.42   —   Material Change Report of the Registrant Dated July 3, 2003


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



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  Filed by Automated Filing Services Inc. (604) 609-0244  

FORM 27
MATERIAL CHANGE REPORT

SECTION 75(2) OF SECURITIES ACT (ONTARIO),
SECTION 84(1)(b) OF THE SECURITIES ACT (SASKATCHEWAN),
SECTION 118(1) OF SECURITIES ACT (ALBERTA),
SECTION 67(1) OF SECURITIES ACT (BRITISH COLUMBIA),
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA),
SECTION 76(2) OF SECURITIES ACT (NEWFOUNDLAND).

Item One - Reporting Issuer

NovaGold Resources Inc.
PO Box 49215, Four Bentall Centre
#3454 – 1055 Dunsmuir Street
Vancouver BC V7X 1K8

Item Two - Date of Material Change

July 3, 2003

Item Three - Press Release

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

Item Four - Summary of Material Change

On July 3, 2003, NovaGold Resources Inc. announced that the SpectrumGold organization had been finalized and exploration programs had been initiated. NovaGold also announced that development work was on-track at three of its key projects. The appointment of a new director to the board was also announced.

Item Five - Full Description of Material Change

On July 3, 2003, NovaGold Resources Inc. announced that the SpectrumGold organization had been finalized and exploration programs had been initiated. NovaGold also announced that development work was on-track at three of its key projects. The appointment of a new director to the board was also announced.

The organization of a new early stage exploration company to be focused in Western Canada called SpectrumGold Inc. has been completed. SpectrumGold will be operated by the NovaGold Management Team and NovaGold is the largest shareholder of the new company with current ownership and management control of over 50% of the issued shares. SpectrumGold acquired NovaGold’s early stage Yukon exploration properties, the mineral assets in British Columbia previously held by Quest Capital Corporation (formerly Viceroy Resource Corporation) and an option on the exploration rights to the Brewery Creek Mine indirectly held by Quest Capital. In


addition to the property acquisitions SpectrumGold has been initially funded with a total of C$2.85 million in cash with C$1.5 million contributed from the founding companies and management, and C$1.35 million from private investors held in escrow to be released upon and subject to listing SpectrumGold on a Canadian stock exchange. SpectrumGold currently has 14 million shares issued and is anticipated to have 17.4 million shares outstanding upon release of the funds to SpectrumGold from escrow.

The SpectrumGold exploration team is now in place and initial planning is underway for this season’s exploration including a drill program at the McQuesten gold project located in the Keno Hill Mining District outside of Mayo, Yukon. SpectrumGold will also be completing a major geologic compilation effort at the Brewery Creek property. Brewery Creek was a heap leach oxide gold mining operation and is located in the Dawson Mining District. Due to low gold prices and operational problems, the mine was forced to close down. However, the property consists of a 15 kilometer mineralized system with similar geologic characteristics to NovaGold’s 25 million ounce Donlin Creek project. The property has only been explored for near surface oxide gold and few holes were ever drilled to test the deeper sulfide mineralization. SpectrumGold will evaluate the potential for a multi-million ounce Donlin Creek style sulfide gold target. The company is currently reviewing additional exploration opportunities in Western Canada. Additional information on these projects will be released in the near future by SpectrumGold.

With SpectrumGold focused on early stage exploration in Western Canada, NovaGold will continue to advance the development of three million-plus-ounce advanced stage projects: Rock Creek, Nome Gold and Donlin Creek as part of the Company’s overall strategy to position itself as a mid-tier gold producer. Pre-Feasibility Studies for the Donlin and Rock Creek projects are underway and with continued favorable results, NovaGold’s three advanced stage projects will provide NovaGold with annual production of 450,000 to 600,000 ounces per year once fully developed.

An Independent Economic Assessment Study is currently in progress at the company's 100% owned Rock Creek Project and is anticipated to be complete by mid-summer 2003. Feasibility level in-fill drilling is anticipated to restart at Rock Creek by mid-July with 8,000 meters of drilling planned to be completed by fall 2003. Additional detailed information on the Rock Creek Project will be released later in July with updates to follow as drill results become available.

An engineering review is also underway at the company’s Nome Gold Project to look at restarting gold production on the project which has historically produced over 4 million ounces of gold.

NovaGold is also jointly developing the Donlin Creek Project with Placer Dome (NYSE/TSX:PDG) (currently 70% NovaGold/30% Placer Dome) now the largest known undeveloped gold deposit in North America. Placer Dome, as manager of the project, is proceeding with a Pre-Feasibility Study at Donlin Creek and NovaGold will continue to report on the progress of the Donlin project development over the coming months.

The Company is also pleased to announce the addition of a new member to the NovaGold


Management Team to support the company’s rapid growth track to become a mid-tier level producer. Mr. Douglas Brown joins NovaGold as Vice President Business Development, having spent the past 15 years as a senior executive in the mining industry. He has lived and worked in Chile, South Africa, Canada, Russia and the USA and brings to NovaGold a depth of experience in project evaluation, acquisitions, operations management and corporate finance. Mr. Brown holds a BSc in Mining Engineering and an MSc in Mineral Economics from the Colorado School of Mines. Prior to joining NovaGold, Mr. Brown's positions within the Placer Dome Group included Vice President of Strategic Development, Director of Finance and Planning, Assistant Mine General Manager at the South Deep Gold Mine, and Manager of Corporate Finance.

NovaGold is a precious metals company focused on creation of value through the exploration and development of high quality mineral assets. NovaGold with 42.7 million shares outstanding is well financed, has no debt, and one of the largest unhedged gold resource bases of any junior gold company. The shares are listed on the Toronto Stock Exchange (symbol NRI). The Company’s 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 10th day of July, 2003 at Halifax, Nova Scotia by Janice A. Stairs, Corporate Secretary.



Organization of SpectrumGold Completed

July 3, 2003, Vancouver – NovaGold Resources Inc.

Highlights

SpectrumGold Initiates Western Canadian Exploration Programs

The organization of a new early stage exploration company to be focused in Western Canada called SpectrumGold Inc. has been completed. SpectrumGold will be operated by the NovaGold Management Team and NovaGold is the largest shareholder of the new company with current ownership and management control of over 50% of the issued shares. SpectrumGold acquired NovaGold’s early stage Yukon exploration properties, the mineral assets in British Columbia previously held by Quest Capital Corporation (formerly Viceroy Resource Corporation) and an option on the exploration rights to the Brewery Creek Mine indirectly held by Quest Capital. In addition to the property acquisitions SpectrumGold has been initially funded with a total of C$2.85 million in cash with C$1.5 million contributed from the founding companies and management, and C$1.35 million from private investors held in escrow to be released upon and subject to listing SpectrumGold on a Canadian stock exchange. SpectrumGold currently has 14 million shares issued and is anticipated to have 17.4 million shares outstanding upon release of the funds to SpectrumGold from escrow.

The SpectrumGold exploration team is now in place and initial planning is underway for this season’s exploration including a drill program at the McQuesten gold project located in the Keno Hill Mining District outside of Mayo, Yukon. SpectrumGold will also be completing a major geologic compilation effort at the Brewery Creek property. Brewery Creek was a heap leach oxide gold mining operation and is located in the Dawson Mining District. Due to low gold prices and operational problems, the mine was forced to close down. However, the property consists of a 15 kilometer mineralized system with similar geologic characteristics to NovaGold’s 25 million ounce Donlin Creek project. The property has only been explored for near surface oxide gold and few holes were ever drilled to test the deeper sulfide mineralization. SpectrumGold will evaluate the potential for a multi-million ounce Donlin Creek style sulfide gold target. The company is currently reviewing additional exploration opportunities in Western Canada. Additional information on these projects will be released in the near future by SpectrumGold.

NovaGold Continues To Move Forward on Advanced Stage Projects

With SpectrumGold focused on early stage exploration in Western Canada, NovaGold will continue to advance the development of three million-plus-ounce advanced stage projects: Rock Creek, Nome Gold and Donlin Creek as part of the Company’s overall strategy to position itself as a mid-tier gold producer. Pre-Feasibility Studies for the Donlin and Rock Creek projects are underway and with continued favorable results, NovaGold’s three advanced stage projects will provide NovaGold with annual production of 450,000 to 600,000 ounces per year once fully developed.

An Independent Economic Assessment Study is currently in progress at the company's 100% owned Rock Creek Project and is anticipated to be complete by mid-summer 2003. Feasibility level in-fill drilling is anticipated to restart at Rock Creek by mid-July with 8,000 meters of drilling planned to be completed by fall 2003. Additional detailed information on the Rock Creek Project will be released later in July with updates to follow as drill results become available.


An engineering review is also underway at the company’s Nome Gold Project to look at restarting gold production on the project which has historically produced over 4 million ounces of gold.

NovaGold is also jointly developing the Donlin Creek Project with Placer Dome (NYSE/TSX:PDG) (currently 70% NovaGold/30% Placer Dome) now the largest known undeveloped gold deposit in North America. Placer Dome, as manager of the project, is proceeding with a Pre-Feasibility Study at Donlin Creek and NovaGold will continue to report on the progress of the Donlin project development over the coming months.

NovaGold Builds Management Team to Further Company’s Growth Strategy

The Company is also pleased to announce the addition of a new member to the NovaGold Management Team to support the company’s rapid growth track to become a mid-tier level producer. Mr. Douglas Brown joins NovaGold as Vice President Business Development, having spent the past 15 years as a senior executive in the mining industry. He has lived and worked in Chile, South Africa, Canada, Russia and the USA and brings to NovaGold a depth of experience in project evaluation, acquisitions, operations management and corporate finance. Mr. Brown holds a BSc in Mining Engineering and an MSc in Mineral Economics from the Colorado School of Mines. Prior to joining NovaGold, Mr. Brown's positions within the Placer Dome Group included Vice President of Strategic Development, Director of Finance and Planning, Assistant Mine General Manager at the South Deep Gold Mine, and Manager of Corporate Finance.

About NovaGold

NovaGold is a precious metals company focused on creation of value through the exploration and development of high quality mineral assets. NovaGold with 42.7 million shares outstanding is well financed, has no debt, and one of the largest unhedged gold resource bases of any junior gold company. The shares are listed on the Toronto Stock Exchange (symbol NRI). The Company’s recently released 2002 Annual Report and other information are available online at: www.novagold.net

For more information on NovaGold or SpectrumGold contact:

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

Don MacDonald, CA, Sr Vice President & CFO
(604) 669-6227 Toll Free 1-866-669-6227
E-mail: Don.MacDonald@NovaGold.net



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