UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
Amendment No. 2
¨ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
x Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year endedNovember 30, 2003 | Commission File Number001-31913 |
NOVAGOLD RESOURCES INC.
(Exact name of registrant as specified in its charter)
Nova Scotia | 1041 | Not Applicable |
(Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer |
Incorporation or Organization) | Code) | Identification No.) |
3454- 1055 Dunsmuir Street,
Vancouver, British Columbia
Canada V7X 1K8
(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:
Common Shares, no par value
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:
x Annual Information Form x 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. 53,036,210
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.
Yes ¨ No x
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. Yes ¨ No x
Explanatory Note:NovaGold Resources Inc.(the “Registrant”) is incorporated under the Companies Act (Nova Scotia) and is eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 40-F. The Registrant filed its annual report with the United States Securities and Exchange Commission on Form 40-F (the “Annual Report”) on April 21, 2004 and an Amendment No. 1 on June 10, 2004. This Amendment No. 2 is being filed solely for the purposes of correcting a typographical error appearing in the consent of independent accountants. No other changes were made.
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 to be signed on its behalf by the undersigned, thereunto duly authorized.
NOVAGOLD RESOURCES INC. | |
/s/ R.J. MacDonald | |
R.J. (Don) MacDonald | |
Senior Vice President and Chief Financial Officer | |
Date: June 11, 2004 |
EXHIBIT INDEX
The following exhibits have been filed as part of the Annual Report:
Exhibit | Description | |
Annual Information | ||
1* | Annual Report for fiscal year ended November 30, 2003 | |
2* | Annual Information Form of the Registrant for fiscal year ended November 30, 2003 | |
3* | Audited consolidated financial statements of the Registrant and notes thereto for the years ended November 30, 2003, 2002 and 2001, together with the report of the auditors thereon | |
4* | Management’s Discussion and Analysis for the years ended November 30, 2003, 2002 and 2001 | |
Certifications | ||
5 | Certifications by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
6 | Certifications by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
7 | Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
8 | Certificate of 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 | ||
9 | Consent of PricewaterhouseCoopers LLP | |
10** | Consent of AMEC E&C Services Limited | |
11** | Consent of Avalon Development Corporation | |
12** | Consent of Curtis J. Freeman | |
13** | Consent of Stephen B. Hodgson | |
14** | Consent of Stephen Juras | |
15** | Consent of Marc Jutras | |
16** | Consent of Ken Kuchling | |
17** | Consent of Placer Dome Inc. |
* Previously filed with the Registrant’s annual report on Form 40-F filed with the SEC on April 21, 2004.
** Previously filed with the Registrant’s annual report on Form 40-F Amendment No. 1.