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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 |
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
| Filed by Automated Filing Services Inc. (604) 609-0244 - NovaGold Resources Inc. - April 2002 Financials |
| NovaGold
Resources Inc. (NRI-TSE) |
N O V A G
O L D R E S O U R C E S I
N C.
Interim Report to Shareholders
Unaudited Consolidated Interim Financial Statements
For the three-month period ended February 28, 2002
127 Via de Tesoros
Los Gatos, California
USA 95030
Phone: (408) 395 1169
Fax: ( 408) 354 6252
info@novagold.net
Website: www.novagold.net
Interim Report to Shareholders
NovaGold Resources Inc. is pleased to report its financial and operating results for the three month period ended February 28, 2002 together with an update of the Company's activities.
In the first three months of 2002, the Company generated operating revenues of $494,426 compared to $277,636 in 2001, through the lease and sale of commercial and residential real estate, sand and gravel sales and gold royalties in Nome, Alaska. An increase in revenues from gold royalty production and sale of surplus parts and equipment was a substantial component of this increase over 2001. Currently two very large commercial and industrial developments related to the Nome Airport and Port of Nome expansion projects are in the final planning stages. Both projects would have a favourable impact on the company’s future land and gravel revenues. The company continues to pursue expansion of its sand and gravel materials business outside of our existing market in western Alaska to the large and growing markets in California and Japan. NovaGold has engaged AMEC E&C Services Limited to complete a Preliminary Economic Assessment Study on the development of a large-scale gold and gravel operation in Nome, Alaska. These on-going initiatives should help the company continue to build on its operating performance.
The past few months have seen several important milestones for NovaGold. The Company is pleased to have completed an equity offering with Salman Partners Inc. as lead agent in a syndicate including BMO Nesbitt Burns Inc. and Griffiths McBurney & Partners. The issue was oversubscribed at 5,295,000 units at a price of C$3.50 per unit for gross proceeds of C$18,532,500 (US$11.7 million). Each unit consists of one common share of the Company and one-half of a common share purchase warrant. Each full warrant will have a term of 18 months and an exercise price of C$4.50. The proceeds will be directed at advancing the Donlin Creek project and for general corporate purposes.
NovaGold has initiated a US$8 million Pre-Feasibility Study program at its Donlin Creek project. The program will include approximately $US6 million in drilling and $US2 million in engineering, environmental and other studies related to completion of the Pre-feasibility Study. A multi-staged drill program has been designed to raise the level of confidence in the inferred drilled category and to expand the currently defined resource. The focus of the drill program will be on delineating additional near-surface, high-grade (+5 g/t) ounces. Prior to this years drill program the company had expended approximately $US2.8 million. It is anticipated that the company will expend a total of $US10 million before the end of the year and thereby earn its 70% interest in the Donlin Creek Project.
The Donlin Creek Pre-Feasibility drill program was started in early April, 2002. Two diamond core drills and one reverse circulation rotary drill (RVC) are currently working on the property. To date a total of 2,686 meters (8,812 feet) of core and RVC drilling has been completed in 24 drill holes. One diamond core drill is testing exploration targets on a 100 meter by 100 meter drill grid around the perimeter of the modeled $300/oz pit boundary that is adjacent to the existing Acma and Lewis resource areas. The other diamond core drill is in-fill drilling a series of holes perpendicular to the dominant drill direction in Acma to verify grade continuity. As expected, these holes have intercepted thick zones of dense quartz and arsenopyrite veining. All holes drilled to date have intercepted significant intervals of strongly mineralized porphyry. The RVC drill is testing new exploration targets outside the existing resource areas at Acma and Lewis. Significant mineralized intervals of porphyry and sedimentary rocks have also been intercepted in these holes. The first results from the 2002 drill program are anticipated to be released by mid-May.
At the Company’s Rock Creek and Shotgun Project’s the final joint venture agreements with TNR Resources Ltd. are nearly complete. This year’s exploration programs are being planned in cooperation with TNR. TNR will fund a US$1 million dollar exploration and development program at Rock Creek and a US$500,000 program at Shotgun. NovaGold will manage the Rock Creek program while TNR Resources will manage and operate the Shotgun program.
We look forward to reporting on further positive developments on Donlin Creek and the Company’s other exciting projects during the coming months.
ON BEHALF OF THE BOARD OF DIRECTORS
“Rick Van Nieuwenhuyse”
Rick Van Nieuwenhuyse
President & Chief Executive Officer
NovaGold Resources Inc. 1 Interim Report
Interim Management Discussion and
Analysis of Operating Results
Results of Operations
For the three month period ended February 28, 2002 compared with the three month period ended February 28, 2001
NovaGold Resources Inc. is a diversified natural resource company focused on the exploration and development of gold and construction aggregates in North America. The Company’s operations during the past few years have focused on exploration opportunities in Alaska and the Yukon.
The Company was pleased to have again funded a substantial portion of its exploration and development activities through positive cash-flow generated from the Company’s sand-and-gravel operations, gold royalties and land sales in Nome, Alaska. For the first quarter period ended February 28, 2002, the Company generated a total of $494,426 in revenues from its operations in Nome, Alaska as compared to $277,636 in the same period for 2001. Land sales for the first quarter of 2002 were $159,510 as compared to $257,893 in the first quarter of 2001. Gravel sales in Q1 2002 were $22,753 as compared with no revenues for gravel in Q1 2001. Gold production royalties increased substantially to $139,851 in Q1 2002 as compared with $1,020 in Q1 2001. The above cash-flow generating operations tend to be seasonal in nature which results in revenues being unequally distributed throughout the year. Activity in those operations generally peaks in the summer and fall months with lower revenues generally seen during the winter and spring months. Other revenues including property lease and building rental and the sale of surplus parts and equipment saw a significant increase in the period for 2002 to $172,312 as compared to $18,723 in Q1 2001. The company owns a considerable inventory of surplus parts and equipment from past dredging operations that will be sold on an on-going basis. The Company also realized an additional $491,301 in other income as a finders fee for placement of shares of the Company’s stock owned by Viceroy Resources Ltd.
The Company had net income for the quarter ended February 28, 2002 of $148,301 or $0.01 per share as compared to a net loss of $34,283 or ($0.01) per share in the same quarter for 2001. The Company’s general and administrative expenses increased to $181,087 in Q1 2002 from $76,659 in Q1 2001 largely due to the expanded support of the exploration activities in Alaska at the Donlin Creek property. The Company significantly increased the level of its corporate communications costs to $380,878 in the quarter reflecting the increased corporate reporting and investor communication costs. The Company’s interest on a convertible production royalty was $44,496 in Q1 2002 as compared to $36,507 in Q1 2001. Professional fees increased to $122,147 from $35,903 due to increased legal work associated with several new joint venture arrangements and additional accounting charges. Wages and benefits remained roughly unchanged at $84,449 from $84,676.
The Company continued to see decreased mine site maintenance expenditures of $5,409 for the quarter at the reclaimed Murray Brook property in New Brunswick compared to $15,490 in Q1 2001. The Company further decreased accounts payable for the quarter by $484,812 as compared to a decrease of $15,251 in Q1 2001. Also for the period, the company saw additional cash flow of $733,165 from financing activities as compared with Q1 2001.
NovaGold Resources Inc. 2 Interim Report
Interim Management Discussion and
Analysis of Operating Results
Liquidity and Capital Resources
For the three-month period ended February 28, 2002 compared with the year ended November 30, 2001
Since its acquisition of Alaska Gold Company in 1999, the Company has financed its exploration and development activities and its ongoing operating costs from cash flow generated from its operations in Nome, Alaska and from private placement issuance of shares. For the year ended November 30, 2001, the Company generated revenue of $2,824,024 to finance its operations. For the quarter ended February 28, 2002, the Company generated revenue of $494,426 from its operations.
The Company’s mineral property assets increased to $14,839,903 at the end of the first quarter from $14,352,291 at the end of 2001. Total assets increased from $17,960,369 at the end of 2001 to $18,269,581 at the end of first quarter of 2002. The Company’s working capital deficiency as at February 28, 2002 was $1,889,345 as compared with $2,667,103 at November 30, 2001. This decrease in the working capital deficiency of $777,758 was a result of cash-flow from the Company’s on-going operations and financing activities.
Subsequent to February 28, 2002, the Company completed an equity offering with Salman Partners Inc. as lead agent in a syndicate including BMO Nesbitt Burns Inc. and Griffiths McBurney & Partners. The issue was oversubscribed at 5,295,000 units at a price of C$3.50 per unit for gross proceeds of C$18,532,500 (US$11.7 million). Each unit consists of one common share of the Company and one-half of a common share purchase warrant. Each full warrant will have a term of 18 months and an exercise price of C$4.50 that expires October 19, 2003. The private placement closed on April 18, 2002. These funds are intended to accelerate the development of the Donlin Creek project and ensure the Company earns its 70% interest by the end of the year.
The Company incurred expenditures on the exploration and development of mineral properties of $487,612 in the first quarter of 2002 and $3,535,544 for the year ended November 30, 2001. The primary focus was on the Donlin Creek property in Alaska with expenditures totaling $469,807 in the first quarter and $3,277,487 for 2001.
In 2001, the Company paid $185,158 against the production royalty held by Mueller Industries Inc (Mueller). In February 2002, the Company entered into an agreement with Mueller to settle the remaining convertible royalty by issuing 319,543 common shares of the Company with an ascribed value US$750,000. With this transaction completed subsequent to February 28, 2002, the Company is now free of all long-term debt.
Outlook
The Company is in advanced negotiations for the sale of a significant land package in conjunction with the expansion of the Nome airport. These land sales would likely occur late in 2002 or 2003. The Company also anticipates significant revenues to be generated in 2002 from on-going sand-and-gravel sales. The Company will also participate in submitting a bid proposal for the Nome seaport expansion expected to take place in December of 2002. The Company will continue to fund its operations in the upcoming year from these proceeds and from the private placement proceeds.
The Company continues to pursue expansion of its sand and gravel materials business outside of the existing markets in western Alaska. The Company has engaged AMEC E&C Services Limited to complete a Preliminary Economic Assessment Study on the development of a large-scale gold and gravel operation in Nome, Alaska to provide additional material for an export market.
The Company plans to complete a Preliminary Feasibility Study on the Donlin Creek project by the end of 2002 and continue with the permitting and engineering work that is necessary to advance the project to development. Upon completion of the preliminary feasibility the Company anticipates initiating a final Feasibility Study in 2003 to advance the project to a production decision. Also in 2002, the company expects to advance its million-ounce Shotgun property with the US$500,000 in required expenditures under an agreement with TNR Resources. Separately, TNR Resources will also fund a US$1,000,000 program in 2002 to advance the million-ounce Rock Creek project towards a development decision.
NovaGold Resources Inc. 3 Interim Report
Notice to Reader
Nova Gold Resources Inc.
(An Exploration Stage Company)
Consolidated Interim
Financial Statements
February 28, 2002
Notice to Reader
We have compiled the consolidated interim balance sheet of NovaGold Resources Inc. (an exploration stage company) as at February 28, 2002 and the consolidated interim statements of operations and deficit, and cash flows for the period then ended from information provided by management. We have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of such information. Readers are cautioned that these statements may not be appropriate for their purposes.
| Vancouver, B.C. | "Morgan & Company" |
| April 26, 2002 | Chartered Accountants |
| Tel: (604) 687-5841 |  |
P.O. Box 10007 Pacific Centre |
| fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street | |
| www.morgan-cas.com | Vancouver, B.C. V7Y 1A1 |
NovaGold Resources Inc. 4 Interim Report
Consolidated Interim Balance Sheet
(Unaudited - See Notice to Reader)
| February 28, | November 30 | |||
| 2002 | 2001 | |||
| Assets | $ | $ | ||
| Current | ||||
| Cash and cash equivalents | 536,974 | 421,803 | ||
| Amounts receivable | 333,867 | 521,658 | ||
| Amount receivable from related party | 200,000 | 200,000 | ||
| Inventory | 11,372 | 11,372 | ||
| Deposits and prepaid amounts | 260,017 | 126,630 | ||
| 1,342,230 | 1,281,463 | |||
| Officer Loan Receivable | 8,826 | 241,005 | ||
| Property, Plant And Equipment | 186,223 | 174,461 | ||
| Investments (Note 2) | 44,876 | 44,876 | ||
| Reclamation Deposit | 105,098 | 105,098 | ||
| Land And Gravel Resource (Note 3) | 1,742,425 | 1,761,175 | ||
| Mineral Properties And Related Deferred Costs (Note 4) | 14,839,903 | 14,352,291 | ||
| 18,269,581 | 17,960,369 | |||
| Liabilities | ||||
| Current | ||||
| Accounts payable and accrued liabilities | 2,961,441 | 3,678,432 | ||
| Accounts payable to related party | 70,134 | 70,134 | ||
| Loan payable | 200,000 | 200,000 | ||
| 3,231,575 | 3,948,566 | |||
| Convertible Royalty (Note 5) | 1,287,386 | 1,217,156 | ||
| Provision For Reclamation Costs (Note 6) | 1,496,215 | 1,496,215 | ||
| 6,015,176 | 6,661,937 | |||
| Shareholders’ Equity | ||||
| Capital Stock (Note 7) | 75,132,848 | 74,393,683 | ||
| Contributed Surplus | 334,991 | 266,694 | ||
| Equity Portion Of Convertible Royalty | 484,700 | 484,700 | ||
| Deficit | (63,698,134 | ) | (63,846,645 | ) |
| 12,254,405 | 11,298,432 | |||
| 18,269,581 | 17,960,369 |
| Approved by the Board of Directors: | ||
| "Rick Van Nieuwenhuyse" | "Gerald J. McConnell" | |
| Director | Director |
NovaGold Resources Inc. 5 Interim Report
Consolidated Interim
Statement of Operations and Deficit
(Unaudited - See Notice to Reader)
| Three Months Ended | ||||
| February 28 | ||||
| 2002 | 2001 | |||
| $ | $ | |||
| Revenue | ||||
| Land sales | 159,510 | 257,893 | ||
| Gravel sales | 22,753 | - | ||
| Gold production and royalties | 139,851 | 1,020 | ||
| Lease and rental revenue | 22,858 | 15,741 | ||
| Other | 149,454 | 2,982 | ||
| 494,426 | 277,636 | |||
| Land cost | - | 33,282 | ||
| Property tax | - | 29,402 | ||
| Amortization of gravel quarries | 18,750 | - | ||
| 475,676 | 214,952 | |||
| Expenses | ||||
| General and administrative | 181,087 | 76,659 | ||
| Corporate development and communication | 380,878 | - | ||
| Interest on convertible debt instruments | 44,496 | 36,507 | ||
| Murray Brook Mine site maintenance | 5,409 | 15,490 | ||
| Professional fees | 122,147 | 35,903 | ||
| Wages and benefits | 84,449 | 84,676 | ||
| 818,466 | 249,235 | |||
| Loss Before Other Income | (342,790 | ) | (34,283 | ) |
| Other Income | ||||
| Finder’s fee income, net | 491,301 | - | ||
| Net Income (Loss) For The Period | 148,511 | (34,283 | ) | |
| Deficit , Beginning Of Period | (63,846,645 | ) | (63,352,257 | ) |
| Deficit , End Of Period | (63,698,134 | ) | (63,386,540 | ) |
| Earnings (Loss) Per Share | ||||
| Basic | 0.01 | (0.01 | ) | |
| Diluted | 0.01 | (0.01 | ) | |
NovaGold Resources Inc. 6 Interim Report
Consolidated Interim Statement of CashFlows
(Unaudited - See Notice to Reader)
| Three Months Ended | ||||
| February 28 | ||||
| 2002 | 2001 | |||
| $ | $ | |||
| Cash Flows From Operating Activities | ||||
| Net Income (loss) for the period | 148,511 | (34,283 | ) | |
| Items not affecting cash: | ||||
| Foreign exchange loss | 35,254 | 100 | ||
| Amortization | 19,450 | 54,166 | ||
| Interest on reclamation deposit | - | (1,380 | ) | |
| Issue of shares for settlement of commitments | 74,297 | - | ||
| Accretion of interest on convertible instruments | 44,496 | - | ||
| 322,008 | 18,603 | |||
| Reclamation expenditures | - | (13,829 | ) | |
| Net change in non-cash working capital items: | ||||
| Increase in amounts receivable, deposits and prepaid amounts | 44,884 | 98,596 | ||
| (Decrease) in accounts payable and accrued liabilities | (484,812 | ) | (15,251 | ) |
| (117,920 | ) | 88,119 | ||
| Cash Flows From Financing Activities | ||||
| Proceeds from issuance of common shares | 733,165 | - | ||
| Cash Flows From Investing Activities | ||||
| Acquisition of property, plant and equipment | (12,462 | ) | - | |
| Expenditures on mineral properties and related deferred costs – net | (487,612 | ) | (124,511 | ) |
| (500,074 | ) | (124,511 | ) | |
| Increase (Decrease) In Cash And Cash | ||||
| Equivalents During The Period | 115,171 | (36,392 | ) | |
| Cash And Cash Equivalents, Beginning Of Period | 421,803 | 416,040 | ||
| Cash And Cash Equivalents, End Of Period | 536,974 | 379,648 | ||
NovaGold Resources Inc. 7 Interim Report
Notes to Consolidated
Interim Financial Statements
Three Month Period Ended February 28, 2002
(Unaudited - See Notice to Reader)
1. Basis of Presentation
These unaudited consolidated financial statements include the accounts of NovaGold Resources Inc. and its wholly-owned subsidiaries, NovaGold Resources (Bermuda) Limited, NovaGold (Bermuda) Alaska Limited, Alaska Gold Company, NovaGold Resources Alaska, Inc., Pine Cove Resources Inc., Murray Brook Resources Inc., NovaGold Resources Nevada Inc., NovaGold Finance Corporation Inc. and Nova-Venez Resources Inc.
The unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim reporting. The accounting policies followed by the Company are set out in Note 2 to the audited consolidated financial statements included in the Company’s 2001 Annual Report and have been consistently followed in the preparation of these interim financial statements. These interim financial statements should be read in conjunction with the 2001 Annual Report.
In the opinion of management, the unaudited consolidated financial statements present fairly the Company’s financial position as at February 28, 2002, the results of its operations and its cash flows for the three months ended February 28, 2002. The results of operations and cash flows are not necessarily indicative of the future results of operations or cash flows.
2. Investments
| February 28 | November 30 | |||
| 2002 | 2001 | |||
| $ | $ | |||
| 126,625 shares of Etruscan Resources Incorporated at cost. | ||||
| Quoted market value - $113,962 (November 30, 2001 - $41,786) | 4,875 | 4,875 | ||
| 1,000,000 shares of New Island Minerals Resources Inc., received | ||||
| in exchange for the Company’s interest in the Pine Cove property, | ||||
| recorded at its average market value for a period prior to the | ||||
| closing date. Quoted market value - | ||||
| $40,000 (November 30, 2001- $40,000) | 40,000 | 40,000 | ||
| 600,000 shares of Electra Mining Consolidated, recorded | ||||
| at nominal value | 1 | 1 | ||
| 44,876 | 44,876 |
NovaGold Resources Inc. 8 Interim Report
Notes to Consolidated
Interim Financial Statements
Three Month Period Ended February 28, 2002
(Unaudited - See Notice to Reader)
3. Land and Gravel Resource
| February 28 | November 30 | |||
| 2002 | 2001 | |||
| $ | $ | |||
| Land – Fairbanks, Alaska | 51,576 | 51,576 | ||
| Land – Nome, Alaska | 1,494,656 | 1,494,656 | ||
| Gravel resource, net of accumulated amortization of $ 543,750 | ||||
| (November 30, 2001 - $ 525,000) | 196,193 | 214,943 | ||
| 1,742,425 | 1,761,175 |
4. Mineral Properties and Related Deferred Costs
For the Three Month Period Ended February 28, 2002
| Recovery (1) | ||||||||
| Balance | disposal (2) | Balance | ||||||
| November 30 | and | Febuary 28 | ||||||
| 2001 | Expenditures | write-down (3) | 2002 | |||||
| $ | $ | $ | $ | |||||
| Alaska, USA | ||||||||
| Donlin Creek | 3,277,487 | 469,807 | - | 3,747,294 | ||||
| Shotgun | 4,270,949 | - | - | 4,270,949 | ||||
| Rock Creek | 3,374,826 | 13,733 | - | 3,388,559 | ||||
| Caribou | 735,207 | - | - | 735,207 | ||||
| North Donlin | 83,760 | - | - | 83,760 | ||||
| Nome Gold Project | 45,980 | - | - | 45,980 | ||||
| Yukon, Canada | ||||||||
| German Creek | 177,897 | - | - | 177,897 | ||||
| Harlan | 689,396 | - | - | 689,396 | ||||
| McQuesten | 810,058 | 4,072 | - | 814,130 | ||||
| Sprogge | 795,207 | - | - | 795,207 | ||||
| Klondike | 90,760 | - | - | 90,760 | ||||
| Other | 764 | - | - | 764 | ||||
| 14,352,291 | 487,612 | - | 14,839,903 |
NovaGold Resources Inc. 9 Interim Report
Notes to Consolidated
Interim Financial Statements
Three Month Period Ended February 28, 2002
(Unaudited - See Notice to Reader)
4. Mineral Properties and Related Deferred Costs (Continued)
| a) | Donlin Creek, Alaska On July 14, 2001, the Company signed an Agreement with Placer Dome U.S. Inc. ("Placer Dome") to acquire a 70% interest in the Donlin Creek Gold Deposit located in southwestern Alaska. Under the terms of the Agreement, the Company may earn a 70% interest in the project by expending US$10,000,000 over a ten year period from the date of the Agreement. The Company will be the manager and operator. Upon vesting by the Company, a joint venture between the Company and Placer Dome would be established, and Placer Dome would have 90 days to decide on one of three options: |
| i) | to remain at 30% interest and participate as a minority partner; |
| ii) | to convert to a 5% net profits interest (NPI); |
| iii) | to exercise a back-in right to reacquire a majority
interest in the project (70% Placer Dome/30% the Company) by expending
three times that expended by the Company at the time the back-in is exercised,
conduct a feasibility study, and make a decision to mine at a production
rate of not less than 600,000 ounces of gold per year within a five year
period from the exercise of the back-in. The Company would contribute
its share of costs after Placer Dome has expended three times the Company’s
initial earn-in expenditure. |
| b) | Nome Gold Project, Alaska The Company owns a large area of the coastal plain adjacent to the city of Nome that is underlain by unconsolidated sand and gravel deposits containing alluvial gold. The Company is currently reviewing options for a sand and gravel aggregate operation producing co-product gold. An independent preliminary assessment has been commissioned to study the potential capital, operating costs and transportation costs for producing sand and gravel products in Nome and shipping them to markets such as Seattle, San Francisco, Los Angeles, San Diego, Hawaii and Japan. |
| c) | Other Mineral Properties – See Note 6 of the Financial Statements of the 2001 NovaGold Annual Report. |
5. Convertible Royalty
| February 28 | November 30 | |||
| 2002 | 2001 | |||
| $ | $ | |||
| Convertible debt instrument | 1,411,818 | 1,386,085 | ||
| Equity portion of convertible | ||||
| debt instrument | 484,700 | 484,700 | ||
| 927,118 | 901,385 | |||
| Interest accretion | 360,268 | 315,771 | ||
| Debt portion of convertible debt | ||||
| instrument | 1,287,386 | 1,217,156 |
The liability component of the convertible debt is calculated as the present value of the principal, discounted at a rate approximating the interest rate that would have been applicable to non-convertible debt at the time the debt was issued. This portion of the convertible debt is accreted over its term to the full face value by charges to interest expense. The accretion is a non-cash transaction and has been excluded from the consolidated statement of cash flows.
The equity element of the convertible debt comprises the value of the conversion option, being the difference between the face value of the convertible debt and the liability element already calculated.
As part of the March 26, 1999 purchase agreement to acquire Alaska Gold from Mueller Industries (Mueller), the Company granted a 10% net proceeds royalty on all placer gold production to a maximum of US$1,000,000. The Company also agreed to make minimum advance royalty payments of US$333,333 on the second, third and fourth anniversaries of the acquisition. Under the agreement Mueller had the right to convert the total unpaid balance of the net proceeds royalty to free trading common shares at any time based upon the ten day average trading price immediately preceding the date that notice was given.
The Company has not made any minimum advance royalty payments to Mueller. On May 18, 2001, the agreement was amended to allow Mueller to receive, in cash, one-half of the proceeds of each sale of Nome, Alaska, real estate against the net proceeds royalty fee. For the three month period ended February 28, 2002, the Company had made no additional cash payments with a total of $185,158 (US$118,715) paid as of November 30, 2001 to Mueller pursuant to the amended
NovaGold Resources Inc. 10 Interim Report
Notes to Consolidated
Interim Financial Statements
Three Month Period Ended February 28, 2002
(Unaudited - See Notice to Reader)
5. Convertible Royalty (Continued)
agreement. These cash payments have resulted in a $65,300 reduction of the equity portion of the convertible debt instrument and the recognition of $65,300 of contributed surplus.
On February 18, 2002, the Company entered into an agreement with Mueller to undertake the settlement of the convertible royalty payable for US$750,000 to be financed by a private placement of up to 319,543 common shares of the Company by May 1, 2002. The agreement received regulatory approval during March, 2002.
6. Provision for Reclamation Costs
| February 28 | November 30 | |||
| 2002 | 2001 | |||
| $ | $ | |||
| Murray Brook site | 53,123 | 53,123 | ||
| Alaska Gold Company | 1,443,092 | 1,443,092 | ||
| 1,496,215 | 1,496,215 |
7. Capital Stock
| Authorized | ||||
| 100,000,000 common shares without nominal or par value | ||||
| 10,000,000 preferred shares issuable in one or more series | ||||
| Issuance of Common Stock | Number of Shares | Ascribed Value | ||
| $ | ||||
| Balance, November 30, 2000 | 23,336,762 | 69,099,614 | ||
| Issued in 2001 | ||||
| For cash pursuant to private placements | 3,385,500 | 3,200,759 | ||
| For cash pursuant to option agreements | 601,200 | 462,135 | ||
| For conversion of debenture | 2,468,220 | 1,874,925 | ||
| In settlement of commitments | 175,000 | 26,250 | ||
| Common stock pledged as loan security | - | (270,000 | ) | |
| Balance, November 30, 2001 | 29,966,682 | 74,393,683 | ||
| Issued in 2002 | ||||
| For cash pursuant to option agreements | 591,800 | 433,165 | ||
| For cash pursuant to warrant agreements | 300,000 | 300,000 | ||
| In settlement of commitments | 40,000 | 6,000 | ||
| Balance, February 28, 2002 | 30,898,482 | 75,132,848 |
NovaGold Resources Inc. 11 Interim Report
Notes to Consolidated
Interim Financial Statements
Three Month Period Ended February 28, 2002
(Unaudited - See Notice to Reader)
7. Capital Stock (Continued)
| a) | Share Purchase Warrants |
A summary of the Company’s share purchase warrants
at February 28, 2002 and November 30, 2001, and the changes during the
periods then ended, is presented below: |
| February 28 | November 30 | ||||||||
| 2002 | 2001 | ||||||||
| Weighted | Weighted | ||||||||
| Number of | average | Number of | average | ||||||
| warrants | exercise price | warrants | exercise price | ||||||
| $ | $ | ||||||||
| Balance outstanding, | |||||||||
| beginning of year | 1,692,750 | 1.20 | 629,028 | 0.90 | |||||
| Granted | - | - | 1,692,750 | 1.20 | |||||
| Exercised | (300,000 | ) | 1.00 | - | - | ||||
| Cancelled/Expired | - | - | (629,028 | ) | 0.90 | ||||
| Balance outstanding, end of year | 1,392,750 | 1.19 | 1,692,750 | 1.20 |
| Share purchase warrants outstanding at February 28, 2002: |
| Number of shares | Excercise Price | Expiry date | ||
| 877,750 | 1.00 | August 27, 2002 | ||
| 365,000 | 1.50 | September 18, 2002 | ||
| 150,000 | 2.00 | September 18, 2002 | ||
| 1,392,750 |
| b) | Stock Options The Company has a stock option plan providing for the issuance of up to 4,500,000 options, whereby the Company may grant options to its directors, officers, employees and service providers. The exercise price of each option cannot be lower than the market price of the shares at the date of grant of the option. The number of shares optioned to any optionee may not exceed 5% of the issued and outstanding shares at the date of grant. The options are exercisable immediately for a ten year period from the date of grant. |
NovaGold Resources Inc. 12 Interim Report
Notes to Consolidated
Interim Financial Statements
Three Month Period Ended February 28, 2002
(Unaudited - See Notice to Reader)
7. Capital Stock (Continued)
| b) | Stock Options (Continued) A summary of the Company’s stock option plan at February 28, 2002 and November 30, 2001, and changes during the periods ended on those dates, is as follows: |
| Feburar y 28 | November 30 | ||||||||
| 2002 | 2001 | ||||||||
| Weighted | Weighted | ||||||||
| average | average | ||||||||
| Number | exercise price | Number | exercise price | ||||||
| $ | $ | ||||||||
| Balance, beginning | |||||||||
| of period | 3,762,800 | 0.80 | 3,035,500 | 0.84 | |||||
| Granted during the period | 110,000 | 3.32 | 1,460,000 | 0.74 | |||||
| Exercised during the period | (591,800 | ) | 0.73 | (601,200 | ) | 0.77 | |||
| Cancelled during the year | - | - | (131,500 | ) | 0.98 | ||||
| Balance, end of year | 3,281,000 | 0.90 | 3,762,800 | 0.80 |
The Company has also committed to issue 610,000 stock options, exercisable at $1.78 and expiring in ten years. The issuance of these stock options is subject to regulatory and shareholder approval. The following table summarizes information about the stock options outstanding and exercisable at February 28, 2002: |
| Weighted | |||||||
| Number | average | ||||||
| outstanding | remaining | Weighted | |||||
| and | contractual | average | |||||
| exercisable | life | exercise price | |||||
| Range of prices | |||||||
| $ | (years) | $ | |||||
| 0.35 – 0.82 | 1,835,000 | 8.65 | 0.64 | ||||
| 1.00 | 1,296,000 | 5.66 | 1.00 | ||||
| 1.99 | 50,000 | 9.68 | 1.99 | ||||
| 3.45 | 100,000 | 9.96 | 3.45 | ||||
| 3,281,000 | 7.52 | 0.89 |
NovaGold Resources Inc. 13 Interim Report
Notes to Consolidated
Interim Financial Statements
Three Month Period Ended February 28, 2002
(Unaudited - See Notice to Reader)
7. Capital Stock (Continued)
| c) | Shares Held by a Subsidiary A wholly-owned subsidiary company holds 9,396 (November 30, 2001 – 49,396) of the common shares of the Company which are valued at $0.15 per share. During the period, 40,000 of the shares were transferred to a third party for the settlement of commitments totaling $74,297 resulting in the recognition of contributed surplus of $68,297. The balance of these shares is eliminated on consolidation. |
8. Subsequent Event
Financing
Subsequent to February 28, 2002, the Company completed an equity offering with Salman Partners Inc. as lead agent in a syndicate including BMO Nesbitt Burns Inc. and Griffiths McBurney & Partners. The issue was oversubscribed at 5,295,000 units at a price of C$3.50 per unit for gross proceeds of C$18,532,500 (US$11.7 million). Each unit consists of one common share of the Company and one-half of a common share purchase warrant. Each full warrant will have a term of 18 months and an exercise price of C$4.50 that expires October 19, 2003. The closing of the private placement occurred on April 18, 2002.
NovaGold Resources Inc. 14 Interim Report
Corporate Information
| Officers | Stock Listing | |
| Rick Van Nieuwenhuyse, M. Sc. | Toronto Stock Exchange | |
| President & CEO | (Trading Symbol: NRI) | |
| Greg S. Johnson, B. Sc. Honors | US Over-the-Counter | |
| Vice President, Corporate Development | (Trading Symbol: NVGLF) | |
| Phil St. George, B.Sc. | ||
| Vice President, Exploration | ||
| Glenn Holmes, C.A. | ||
| Secretary-Treasurer | ||
| Directors | ||
| Pierre Besuchet | ||
| Geneva, Switzerland | ||
| George Brack | ||
| Vancouver, British Columbia | ||
| Angus MacIsaac | ||
| Dartmouth, Nova Scotia | Headquarters | |
| Gerald McConnell | 127 Via de Tesoros | |
| Darmouth, Nova Scotia | Los Gatos, California | |
| USA 95030 | ||
| Cole McFarland | Tel: (408) 395 1169 | |
| San Diego, California | Fax: (408) 354 6252 | |
| info@novagold.net | ||
| Clynton Nauman | Website: http://www.novagold.net | |
| Vancouver, British Columbia | ||
| Toronto Office | ||
| Rick Van Nieuwenhuyse | ||
| Los Gatos, California | 12th Floor | |
| 20 Toronto Street | ||
| Auditors | Toronto, Ontario | |
| Canada M5C 2B8 | ||
| PricewaterhouseCoopers LLP | Tony Hayes, C.F.A. | |
| Vancouver, British Columbia | Investor Relations | |
| Tel: (416) 368 0882 | ||
| Legal Counsel | Fax: (416) 367 3638 | |
| Tony.Hayes@NovaGold.net | ||
| Patterson Palmer | ||
| Halifax, Nova Scotia | Toll-free within the United States and Canada | |
| 1 (866) 243 1059 | ||
| Registrar and Transfer Agent | ||
| Nome Operations | ||
| ComputerShare Trust Company | ||
| Halifax, Nova Scotia | P.O. Box 640 | |
| Nome, Alaska 99762-0640 | ||
| Bankers | Mitch Erickson | |
| Lands and Operations Manager | ||
| The Toronto Dominion Bank | Tel: (907) 443 5272 | |
| Royal Bank of Canada | Fax: (907) 443 5274 | |
| Halifax, Nova Scotia | Mitch.Erickson@NovaGold.net |
NovaGold Resources Inc. 15 Interim Report
| This ‘40FR12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/29/03 | None on these Dates | ||
| 10/19/03 | ||||
| 9/18/02 | ||||
| 8/27/02 | ||||
| 5/1/02 | ||||
| 4/26/02 | ||||
| 4/18/02 | ||||
| 2/28/02 | ||||
| 2/18/02 | ||||
| 11/30/01 | ||||
| 7/14/01 | ||||
| 5/18/01 | ||||
| 2/28/01 | ||||
| 11/30/00 | ||||
| 3/26/99 | ||||
| List all Filings | ||||