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Novagold Resources Inc · 40FR12G · On 10/29/03 · EX-99.44

Filed On 10/29/03 5:20pm ET   ·   SEC File 0-50443   ·   Accession Number 1062993-3-1067

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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

10/29/03  Novagold Resources Inc            40FR12G               91:1132                                   Automated Filing..Inc/FA

Annual Report of a Foreign Private Issuer -- '34 S.12(g) Reg.   ·   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40FR12G     Registration Statement Pursuant to Section 12 of    HTML     82K 
                          the Securities Exchange Act of 1934                    
 2: EX-99.1     Revised Initial Annual Information Form of the      HTML    250K 
                          Registrant Dated July 22, 2003                         
 3: EX-99.2     Annual Information Form of the Registrant Dated     HTML    444K 
                          April 17, 2002                                         
 4: EX-99.3     Annual Report of the Registrant for the Year Ended  HTML    294K 
                          November 30, 2002                                      
 5: EX-99.4     Annual Report of the Registrant for the Year Ended  HTML    308K 
                          November 30, 2001                                      
 6: EX-99.5     U.S. Gaap Reconciliation Which Includes Audited     HTML    286K 
                          Comparative Financial Statements                       
 7: EX-99.6     U.S. Gaap Supplement to Management Discussion and   HTML     42K 
                          Analysis                                               
 8: EX-99.7     Quarterly Report of the Registrant for the Six      HTML    116K 
                          Months Ended May 31, 2003                              
 9: EX-99.8     Quarterly Report of the Registrant for the Three    HTML    126K 
                          Months Ended February 28, 2003                         
10: EX-99.9     Quarterly Report of the Registrant for the Nine     HTML    153K 
                          Months Ended August 31, 2002                           
11: EX-99.10    Quarterly Report of the Registrant for the Six      HTML    142K 
                          Months Ended May 31, 2002                              
12: EX-99.11    Quarterly Report of the Registrant for the Three    HTML    145K 
                          Months Ended February 28, 2002                         
13: EX-99.12    Management Information Circular of the Registrant   HTML    109K 
                          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    106K 
                          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    173K 
                          2003                                                   
18: EX-99.17    Underwriting Agreement Dated September 15, 2003     HTML    234K 
19: EX-99.18    Warrant Indenture Dated October 1, 2003             HTML    323K 
20: EX-99.19    Report Dated August 13, 2003, As Amended September  HTML    645K 
                          22, 2003                                               
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    165K 
23: EX-99.22    Qualifying Certificate of Curtis J. Freeman Dated   HTML     28K 
                          April 16, 2002                                         
24: EX-99.23    Report Dated April 15, 2002                         HTML     92K 
25: EX-99.24    Qualifying Certificate of Curtis J. Freeman Dated   HTML     28K 
                          April 15, 2002                                         
26: EX-99.25    Report Dated April 1, 2002                          HTML    115K 
27: EX-99.26    Qualifying Certificate of Curtis J. Freeman Dated   HTML     28K 
                          April 1, 2002                                          
28: EX-99.27    Report Dated March 2002                             HTML    624K 
29: EX-99.28    Qualifying Certificate of Stephen B. Hodgson Dated  HTML     26K 
                          March 8, 2002                                          
30: EX-99.29    Qualifying Certificate of Stephen Juras Dated       HTML     28K 
                          March 8, 2002                                          
31: EX-99.30    Report Dated February 2002                          HTML    280K 
32: EX-99.30.A  Appendix A of Report Dated February 2002            HTML     24K 
33: EX-99.30.B  Appendix B of Report Dated February 2002            HTML  1,311K 
34: EX-99.30.C  Appendix C of Report Dated February 2002            HTML     61K 
35: EX-99.30.D  Appendix D of Report Dated February 2002            HTML     23K 
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     37K 
                          October 16, 2003                                       
40: EX-99.35    Material Change Report of the Registrant Dated      HTML     50K 
                          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     37K 
                          September 12, 2003                                     
43: EX-99.38    Material Change Report of the Registrant Dated      HTML     48K 
                          August 13, 2003                                        
44: EX-99.39    Material Change Report of the Registrant Dated      HTML     47K 
                          August 11, 2003                                        
45: EX-99.40    Material Change Report of the Registrant Dated      HTML     66K 
                          August 7, 2003                                         
46: EX-99.41    Material Change Report of the Registrant Dated      HTML     40K 
                          July 30, 2003                                          
47: EX-99.42    Material Change Report of the Registrant Dated      HTML     43K 
                          July 3, 2003                                           
48: EX-99.43    Material Change Report of the Registrant Dated      HTML     60K 
                          June 4, 2003                                           
49: EX-99.44    Material Change Report of the Registrant Dated May  HTML     35K 
                          1, 2003                                                
50: EX-99.45    Material Change Report of the Registrant Dated      HTML     48K 
                          April 28, 2003                                         
51: EX-99.46    Material Change Report of the Registrant Dated      HTML     49K 
                          April 9, 2003                                          
52: EX-99.47    Press Release of the Registrant Dated February 25,  HTML     29K 
                          2003                                                   
53: EX-99.48    Material Change Report of the Registrant Dated      HTML     46K 
                          February 11, 2003                                      
54: EX-99.49    Material Change Report of the Registrant Dated      HTML     72K 
                          February 6, 2003                                       
55: EX-99.50    Material Change Report of the Registrant Dated      HTML     95K 
                          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     75K 
                          December 11, 2002                                      
58: EX-99.53    Material Change Report of the Registrant Dated      HTML     57K 
                          November 26, 2002                                      
59: EX-99.54    Material Change Report of the Registrant Dated      HTML     68K 
                          November 14, 2002                                      
60: EX-99.55    Material Change Report of the Registrant Dated      HTML     72K 
                          October 3, 2002                                        
61: EX-99.56    Material Change Report of the Registrant Dated      HTML     38K 
                          September 19, 2002                                     
62: EX-99.57    Material Change Report of the Registrant Dated      HTML     56K 
                          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                                      
65: EX-99.60    Material Change Report of the Registrant Dated      HTML     82K 
                          September 4, 2002                                      
66: EX-99.61    Material Change Report of the Registrant Dated      HTML     54K 
                          August 7, 2002                                         
67: EX-99.62    Material Change Report of the Registrant Dated      HTML     76K 
                          July 16, 2002                                          
68: EX-99.63    Material Change Report of the Registrant Dated      HTML     58K 
                          June 5, 2002                                           
69: EX-99.64    Material Change Report of the Registrant Dated May  HTML     80K 
                          22, 2002                                               
70: EX-99.65    Material Change Report of the Registrant Dated      HTML     45K 
                          April 30, 2002                                         
71: EX-99.66    Material Change Report of the Registrant Dated      HTML     44K 
                          April 18, 2002                                         
72: EX-99.67    Material Change Report of the Registrant Dated      HTML     38K 
                          March 26, 2002                                         
73: EX-99.68    Material Change Report of the Registrant Dated      HTML     82K 
                          March 15, 2002                                         
74: EX-99.69    Material Change Report of the Registrant Dated      HTML     59K 
                          February 18, 2002                                      
75: EX-99.70    Material Change Report of the Registrant Dated      HTML     58K 
                          January 24, 2002                                       
76: EX-99.71    Consent of Pricewaterhousecoopers Llp               HTML     24K 
77: EX-99.72    Consent of Ken Kuchling                             HTML     25K 
78: EX-99.73    Consent of Curtis J. Freeman                        HTML     27K 
79: EX-99.74    Consent of Stephen B. Hodgson                       HTML     26K 
80: EX-99.75    Consent of Stephen Juras                            HTML     27K 
81: EX-99.76    Consent of Phillip St. George                       HTML     28K 
82: EX-99.77    Consent of Harry Parker                             HTML     26K 
83: EX-99.78    Consent of Norm Johnson                             HTML     26K 
84: EX-99.79    Consent of Norwest Corporation                      HTML     26K 
85: EX-99.80    Consent of Avalon Development Corporation           HTML     26K 
86: EX-99.81    Consent of Amec E&C Services Limited                HTML     29K 
87: EX-99.82    Consent of Kennecott Exploration Company            HTML     25K 
88: EX-99.83    Consent of Newmont Mining Corporation               HTML     26K 
89: EX-99.84    Consent of Placer Dome Inc.                         HTML     26K 
90: EX-99.85    Consent of Mark Jutras                              HTML     26K 
91: EX-99.86    Consent of Robert Prevost                           HTML     26K 


EX-99.44   ·   Material Change Report of the Registrant Dated May 1, 2003


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

FORM 27
MATERIAL CHANGE REPORT

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

Item One - Reporting Issuer

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

Item Two - Date of Material Change

May 1, 2003

Item Three - Press Release

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

Item Four - Summary of Material Change

On May 1, 2003, NovaGold Resources Inc. (TSX: NRI) and Viceroy Resource Corporation (TSX: VOY) announced they have agreed to jointly form a new exploration company to be called SpectrumGold Inc. The new company will hold all of NovaGold’s Yukon exploration properties and mineral assets of Viceroy located in the Yukon and British Columbia. The new company will focus on exploration in the Western Canadian Cordillera.

Item Five - Full Description of Material Change

On May 1, 2003, NovaGold Resources Inc. (TSX: NRI) and Viceroy Resource Corporation (TSX: VOY) announced they have agreed to jointly form a new exploration company to be called SpectrumGold Inc. The new company will hold all of NovaGold’s Yukon exploration properties and mineral assets of Viceroy located in the Yukon and British Columbia. The new company will focus on exploration in the Western Canadian Cordillera.

NovaGold and Viceroy will each own 50% of the new exploration company at its formation. NovaGold intends to initially retain its 50% of the shares in the new company, while Viceroy intends to retain 19% of the issued shares with the balance of its shares to be received by its current shareholders as part of the Plan of Arrangement previously reported March 4, 2003. It is a condition of the agreement between NovaGold and Viceroy that an application be made to list the shares of SpectrumGold on a senior stock exchange following the completion of the Plan of


 

Arrangement. There is no certainty that the shares of SpectrumGold will become listed. SpectrumGold will be managed by the NovaGold Management Team. T he Board of Directors of the new company will consist of up to 7 members comprised of nominees from both NovaGold and Viceroy.

NovaGold will continue to focus on development of its Alaska projects and will contribute its four Tintina Gold Belt properties in the Yukon to the new venture: Klondike, McQuesten, Harlan and Sprogge. Viceroy will contribute the gold resources and exploration rights to the Brewery Creek Gold Mine in the Yukon and other mineral assets located in British Columbia. SpectrumGold will be initially funded with $1 million in cash with $500,000 contributed from each of the founding companies. It is anticipated that SpectrumGold will seek additional financing and will acquire additional exploration assets in Western Canada.

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 2nd day of May, 2003 at Halifax, Nova Scotia Janice A. Stairs, Corporate Secretary.



 

Picture -- novagoldlogo Joint News Release Picture -- logo-vr

NovaGold and Viceroy To Create New Canadian Exploration Company

May 1st, 2003, Vancouver

NovaGold Resources Inc. (TSX: NRI) and Viceroy Resource Corporation (TSX: VOY) have agreed to jointly form a new exploration company to be called - SpectrumGold Inc. The new company will hold all of NovaGold’s Yukon exploration properties and mineral assets of Viceroy located in the Yukon and British Columbia. The new company will focus on exploration in the Western Canadian Cordillera.

NovaGold and Viceroy will each own 50% of the new exploration company at its formation. NovaGold intends to initially retain its 50% of the shares in the new company, while Viceroy intends to retain 19% of the issued shares with the balance of its shares to be received by its current shareholders as part of the Plan of Arrangement previously reported March 4, 2003. It is a condition of the agreement between NovaGold and Viceroy that an application be made to list the shares of SpectrumGold on a senior stock exchange following the completion of the Plan of Arrangement. There is no certainty that the shares of SpectrumGold will become listed. SpectrumGold will be managed by the NovaGold Management Team. The Board of Directors of the new company will consist of up to 7 members comprised of nominees from both NovaGold and Viceroy.

NovaGold will continue to focus on development of its Alaska projects and will contribute its four Tintina Gold Belt properties in the Yukon to the new venture: Klondike, McQuesten, Harlan and Sprogge. Viceroy will contribute the gold resources and exploration rights to the Brewery Creek Gold Mine in the Yukon and other mineral assets located in British Columbia. SpectrumGold will be initially funded with $1 million in cash with $500,000 contributed from each of the founding companies. It is anticipated that SpectrumGold will seek additional financing and will acquire additional exploration assets in Western Canada.

For further information contact:

Greg Johnson, Vice President, Corporate Development
NovaGold Resources Inc.
Tel: (360) 766-7102
E-mail: Greg.Johnson@NovaGold.net
Website: www.novagold.net

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

Ronald Netolitzky, President & CEO
Viceroy Resource Corporation

Tel: (604) 688-9780
E-mail:rnetolitzkly@viceroyresource.com
W ebsite: www.viceroyresource.com

Susan Neale, CFO
Viceroy Resource Corporation
Tel: (604) 688-9780
E-mail:sneale@viceroyresource.com



Dates Referenced Herein   and   Documents Incorporated By Reference

This 40FR12G Filing   Date   Other Filings
3/4/03
5/1/03
Filed On / Filed As Of10/29/03
 
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