-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqReXpZBk0iYfdWnCzheJAPFRoANvovzoOWkM1vKVCm6gzTPZj9XqkEoCqjOIiM5 w0ZAIQ+5Wr7FO74geJa25A== 0000945234-07-000240.txt : 20070416 0000945234-07-000240.hdr.sgml : 20070416 20070416145417 ACCESSION NUMBER: 0000945234-07-000240 CONFORMED SUBMISSION TYPE: 40-F/A PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20061130 FILED AS OF DATE: 20070416 DATE AS OF CHANGE: 20070416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVAGOLD RESOURCES INC CENTRAL INDEX KEY: 0001173420 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A5 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 40-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31913 FILM NUMBER: 07767999 BUSINESS ADDRESS: STREET 1: PO BOX 24, SUITE 2300 STREET 2: 200 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1S4 BUSINESS PHONE: 604-669-6227 MAIL ADDRESS: STREET 1: PO BOX 24, SUITE 2300 STREET 2: 200 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1S4 40-F/A 1 o35336e40vfza.htm AMENDMENT NO.1 TO FORM 40-F Amendment No.1 to Form 40-F
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 40-F
o Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
þ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended November 30, 2006
Commission File Number 001-31913
NOVAGOLD RESOURCES INC.
(Exact name of registrant as specified in its charter)
         
Nova Scotia   1041   Not Applicable
         
(Province or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code)
  (I.R.S. Employer Identification No.)
Suite 2300, 200 Granville Street
Vancouver, British Columbia
Canada, V6C 1S4

(604) 669-6227
(Address and telephone number of registrant’s principal executive offices)
DL Services, Inc.
1420 Fifth Avenue, Suite 3400
Seattle, Washington 98101

(206) 903-8800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
     
Title of Each Class:   Name of Each Exchange On Which Registered:
     
Common Shares, no par value   American Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
þ Annual Information Form            þ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 91,573,715
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.
o Yes       þ No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. þ Yes       o No
 
 

 


 

Explanatory Notes: NovaGold Resources Inc. (the “Registrant”) is a Canadian issuer that is permitted, under multijurisdictional disclosure system adopted in the United States, to prepare its Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) in accordance with disclosure requirements in effect in Canada which differ from those of the United States. The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the 1934 Act and in Rule 405 under the Securities Act of 1933. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the 1934 Act pursuant to Rule 3a12-3.
The Registrant is filing this Amendment No. 1 to its Annual Report on Form 40-F for the year ended November 30, 2006 (“Original Filing”), solely for the purposes of adding Exhibits 19 through 23, which were not included with the Original Filing and replacing Exhibits 17 and 18 with corrected consents. This Amendment does not amend or restate any information contained in the Original Filing and does not purport to update any recent events or developments to the date of the Original Filing.
SIGNATURES
     Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereunto duly authorized.
         
   
NOVAGOLD RESOURCES INC.
 
 
  /s/ Robert J. MacDonald    
  R.J. (Don) MacDonald   
Date:  April 12, 2007  Senior Vice President and Chief Financial Officer   

 


 

EXHIBIT INDEX
The following exhibits have been filed as part of the Annual Report on Form 40-F:
     
Exhibit   Description
 
   
Annual Information
 
   
1*
  Annual Information Form for the fiscal year ended November 30, 2006
 
   
2*
  Audited consolidated financial statements and the notes thereto for the years ended November 30, 2006, 2005 and 2004, together with the report of the auditors thereon
 
   
3*
  Management’s Discussion and Analysis
 
   
Certifications
 
   
4
  Certifications by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
5
  Certifications by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
6*
  Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   
7*
  Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   
Consents
 
   
8*
  Consent of PricewaterhouseCoopers LLP
 
   
9*
  Consent of Hatch Ltd.
 
   
10*
  Consent of Norwest Corporation
 
   
11*
  Consent of Kevin Francis
 
   
12*
  Consent of Stanton Dodd
 
   
13*
  Consent of Gordon Doerksen
 
   
14*
  Consent of Robert Sim
 
   
15*
  Consent of Bruce Rustad
 
   
16*
  Consent of Bruce Davis
 
   
17
  Consent of AMEC Americas Limited
 
   
18
  Consent of Lynton Gormely
 
   
19
  Consent of Harry Parker
 
   
20
  Consent of AMEC Engineering and Construction Services Inc.

 


 

     
Exhibit   Description
21
  Consent of SRK Consulting (US) Inc.
 
   
22
  Consent of Mike Lechner
 
   
23
  Consent of Resource Modeling Inc.
 
*   Previously filed.

 

EX-99.4 2 o35336exv99w4.htm SECTION 302 C.E.O. CERTIFICATION Section 302 C.E.O. Certification
 

Exhibit 4
CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Rick Van Nieuwenhuyse, certify that:
I have reviewed this Amendment No. 1 to the Annual Report on Form 40-F of NovaGold Resources Inc.;
1. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
2. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this annual report.
         
 
 
   
  By:   /s/ Rick Van Nieuwenhuyse    
    Rick Van Nieuwenhuyse   
Date:  April 12, 2007    President and Chief Executive Officer   
 

 

EX-99.5 3 o35336exv99w5.htm SECTION 302 C.F.O. CERTIFICATION Section 302 C.F.O. Certification
 

Exhibit 5
CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Robert J. (Don) MacDonald, certify that:
I have reviewed this Amendment No. 1 to the Annual Report on Form 40-F of NovaGold Resources Inc.;
1. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
2. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this annual report.
         
 
 
   
  By:   /s/ Robert J. MacDonald    
    Robert J. (Don) MacDonald   
Date:  April 12, 2007    Chief Financial Officer   

 

EX-99.17 4 o35336exv99w17.htm CONSENT OF AMEC AMERICAS LIMITED Consent of AMEC Americas Limite
 

Exhibit 17
Consent of AMEC AMERICAS Limited
We consent to the incorporation by reference in this annual report on Form 40-F of NovaGold Resources Inc., which is being filed with the United States Securities and Exchange Commission, of references to our name and to the use of the Donlin Creek Project 43-101 Technical Report dated January 20, 2006 (the “Technical report”) relating to the Donlin Creek project, included in the 2006 Annual Information Form of NovaGold Resources Inc. dated February 27, 2007 (the “AIF”). We are responsible for preparation of section 16 of the Technical Report.
We also consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-117370; 333-134871 and 333-136493) of the references to our name and the use of the Technical Report relating to the Donlin Creek project in the AIF, which are incorporated by reference in the annual report on Form 40-F.
Dated at Vancouver, British Columbia, this 8th day of March 2007.
     
/s/ Steve Toevs
 
Steve M Toevs
   
VP Finance — Energy and Mining
   
AMEC AMERICAS LIMITED
   

 

EX-99.18 5 o35336exv99w18.htm CONSENT OF LYNTON GORMERLY Consent of Lynton Gormerly
 

Exhibit 18
Consent of Lynton Gormely
I consent to the incorporation by reference in this annual report on Form 40-F of NovaGold Resources Inc., which is being filed with the United States Securities and Exchange Commission, of references to my name and to the use of the Donlin Creek Project 43-101 Technical Report dated January 20, 2006 (the “Technical report”) relating to the Donlin Creek project, included in the 2006 Annual Information Form of NovaGold Resources Inc. dated February 27, 2007 (the “AIF”). I am responsible for preparation of section 16 of the Technical Report.
I also consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-117370; 333-134871 and 333-136493) of the references to my name and the use of the Technical Report relating to the Donlin Creek project in the AIF, which are incorporated by reference in the annual report on Form 40-F.
Dated at Vancouver, British Columbia, this 2nd day of March 2007.
     
/s/ Lynton Gormely
 
Lynton Gormely, P. Eng
   

 

EX-99.19 6 o35336exv99w19.htm CONSENT OF HARRY PARKER Consent of Harry Parker
 

Exhibit 19
(AMEC LOGO)
Harry M. Parker
AMEC E&C Services, Inc.
780 Vista Blvd. Suite 100
Sparks, Nevada 89434
Telephone: 775-331-2375
Fax: 775-331-4153
Email:harry.parker@amec.com

CONSENT of Harry M.Parker
     
TO:
  United States Securities and Exchange Commission
 
   
AND TO:
  NovaGold Resources Inc.
I, Harry M. Parker, do hereby consent to the incorporation by reference in this annual report on Form 40-F of NovaGold Resources Inc., which is being filed with the United States Securities and Exchange Commission, of references to my name and to the use of the Technical Report of the Rock Creek Property, Nome, Alaska, USA dated September 10, 2006 (the “Technical Report”) relating to the Rock Creek project, included in the 2006 Annual Information Form for NovaGold Resources Inc. dated February 27, 2007 (the AIF).
I further consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-117370; 333-134871 and 333-136493) of the references to my name and the use of the Technical Report relating to the Rock Creek project in the AIF, which are incorporated by reference in the annual report on Form 40-F.
Dated at Sparks, Nevada this 08 day of March 2007.
     
/S/ Harry M. Parker
 
Harry M. Parker
   
 
   
 
   
AMEC E&C Services, Inc.
   
780 Vista Boulevard, Suite 100
   
Sparks, Nevada 89434
   

 

EX-99.20 7 o35336exv99w20.htm CONSENT OF AMEC ENGINEERING AND CONSTRUCTION SERVICES INC. exv99w20
 

Exhibit 20
(AMEC LOGO)
Philip H.Messer
AMEC E&C Services, Inc.
2001 W. Camelback Road Suite 300
Phoenix, AZ 85015
Telephone: 602-343-2400
Fax: 602-343-2498
Email:philip.messer@amec.com

CONSENT of AMEC E&C Services Inc.
     
TO:
  United States Securities and Exchange Commission
 
   
AND TO:
  NovaGold Resources Inc.
We do hereby consent to the incorporation by reference in this annual report on Form 40-F of NovaGold Resources Inc., which is being filed with the United States Securities and Exchange Commission, of references to my name and to the use of the Technical Report of the Rock Creek Property, Nome, Alaska, USA dated September 10, 2006 (the “Technical Report”) relating to the Rock Creek project, included in the 2006 Annual Information Form for NovaGold Resources Inc. dated February 27, 2007 (the AIF).
We further consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-117370; 333-134871 and 333-136493) of the references to my name and the use of the Technical Report relating to the Rock Creek project in the AIF, which are incorporated by reference in the annual report on Form 40-F.
Dated at Phoenix, Arizona this 08 day of March, 2007.
 
/s/ Philip H. Messer
 
Philip H. Messer
Operations Manager
AMEC E&C Services Inc.
 
 
AMEC E&C Services, Inc.
2001 W. Camelback Road, Suite 300

 

EX-99.21 8 o35336exv99w21.htm CONSENT OF SRK CONSULTING (US) INC. Consent of SRK Consulting (US) Inc.
 

Exhibit 21
SRK Consulting (U.S.), Inc.
7175 West Jefferson Avenue, Suite 3000
Lakewood, Colorado
USA 80235
e-mail: denver@srk.com
web: www.srk.com
Tel: 303.985.1333
Fax: 303.985.9947
Consent of SRK Consulting (US) Inc.
We consent to the incorporation by reference in this annual report on Form 40-F of NovaGold Resources Inc., which is being filed with the United States Securities and Exchange Commission, of references to our name and the report on the Donlin Creek Property, included in the 2006 Annual Information Form of NovaGold Resources Inc. dated February 27, 2007 (the “AIF”).
We also consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-117370; 333-134871 and 333-136493) of the references to our name and the report on the Donlin Creek Property in the AIF, which are incorporated by reference in the annual report on Form 40‑F.
Dated at Lakewood, Colorado, this 21st day of March, 2007.
/s/ Neal Rigby
Dr. Neal Rigby
Corporate Consulting Mining
SRK CONSULTING (US) INC.
         
Group Offices In:   North American Offices:
Australia
  Denver   303.985.1333
North America
  Elko   775.753.4151
Southern Africa
  Reno   775.828.6800
South America
  Tucson   520-544-3688
United Kingdom
  Toronto   416.601.1445

EX-99.22 9 o35336exv99w22.htm CONSENT OF MIKE LECHNER Consent of Mike Lechner
 

Exhibit 22
Consent of Michael J. Lechner
I consent to the incorporation by reference in this annual report on Form 40-F of NovaGold Resources Inc., which is being filed with the United States Securities and Exchange Commission, of references to my name and the resource model prepared for NovaGold Resources Inc., included in the 2006 Annual Information Form of NovaGold Resources Inc. dated February 27, 2007 (the “AIF”).
I also consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-117370; 333-134871 and 333- 136493) of references to my name and the resource model in the AIF, which are incorporated by reference in the annual report on Form 40-F.
Dated at Tucson, AZ this 7th day of March, 2007.
 
/s/ Michael J. Lechner                              
Michael J. Lechner

 

EX-99.23 10 o35336exv99w23.htm CONSENT OF RESOURCE MODELING INC. Consent of Resource Modeling Inc.
 

Exhibit 23
Consent of Resource Modeling Inc.
We consent to the incorporation by reference in this annual report on Form 40-F of NovaGold Resources Inc., which is being filed with the United States Securities and Exchange Commission, of references to our name and the resource model prepared for NovaGold Resources Inc., included in the 2006 Annual Information Form of NovaGold Resources Inc. dated February 27, 2007 (the “AIF”).
We also consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-117370; 333-134871 and 333- 136493) of references to our name and the resource model in the AIF, which are incorporated by reference in the annual report on Form 40-F.
Dated at Tucson, AZ this 7th day of March, 2007.
 
/s/ Michael J. Lechner                              
Michael J. Lechner
President
RESOURCE MODELING INC.

 

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