NOVAGOLD RESOURCES INC
10-Qs,10-Ks and 40-Fs
PROXIES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[ ] 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 ended
November 30, 2012
Commission File Number
001-31913
NOVAGOLD RESOURCES INC.
(Exact name of registrant as specified in its charter)
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Nova Scotia
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1041
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Not Applicable
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(Province or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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Incorporation or Organization)
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Classification
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Identification No.)
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Code)
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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.
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104
(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:
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Title of Each Class:
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Name of Each Exchange On Which Registered:
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Common Shares, no par value
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NYSE MKT LLC
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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
[ 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. 239,984,562
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. [ x ] Yes [ ] No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
[ ] Yes [ ] No
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EXPLANATORY NOTE
NovaGold Resources Inc.
(the “Registrant”) is a Canadian issuer that is permitted, under the 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 “Exchange Act”) in accordance with disclosure requirements in effect in Canada that differ from those of the United States. The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 40-F and the Exhibits included herein contain forward-looking statements concerning the Registrant’s plans at the Donlin Gold and Galore Creek projects, estimated production, capital and operating cash flow estimates and other matters. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
Statements concerning mineral resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect:
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our ability to achieve production at any of the Registrant’s mineral exploration and development properties;
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estimated capital costs, operating costs, production and economic returns;
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estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying the Registrant’s resource and reserve estimates;
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our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;
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assumptions that all necessary permits and governmental approvals will be obtained;
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assumptions made in the interpretation of drill results, the geology, grade and continuity of the Registrant’s mineral deposits;
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our expectations regarding demand for equipment, skilled labour and services needed for exploration and development of mineral properties;
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risks related to opposition to the Registrant’s operations at its mineral exploration and development properties from non-governmental organizations or civil society; and
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our activities will not be adversely disrupted or impeded by development, operating or regulatory risks.
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Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:
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uncertainty of whether there will ever be production at the Registrant’s mineral exploration and development properties;
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uncertainty of estimates of capital costs, operating costs, production and economic returns;
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uncertainties relating to the assumptions underlying the Registrant’s resource and reserve estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs;
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risks related to the Registrant’s ability to commence production and generate material revenues or obtain adequate financing for its planned exploration and development activities;
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risks related to the Registrant’s ability to finance the development of its mineral properties through external financing, strategic alliances, the sale of property interests or otherwise;
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risks related to the third parties on which the Registrant depends for its exploration and development activities;
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dependence on cooperation of joint venture partners in exploration and development of properties;
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credit, liquidity, interest rate and currency risks;
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risks related to market events and general economic conditions;
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uncertainty related to inferred mineral resources;
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risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the Registrant’s mineral deposits;
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risks related to lack of infrastructure;
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mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in development, construction or production;
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the risk that permits and governmental approvals necessary to develop and operate mines on the Registrant’s properties will not be available on a timely basis or at all;
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commodity price fluctuations;
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risks related to governmental regulation and permits, including environmental regulation;
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risks related to the need for reclamation activities on the Registrant’s properties and uncertainty of cost estimates related thereto;
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uncertainty related to title to the Registrant’s mineral properties;
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uncertainty related to unsettled aboriginal rights and title in British Columbia;
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the Registrant’s history of losses and expectation of future losses;
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uncertainty as to the outcome of potential litigation;
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uncertainty inherent in litigation including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal;
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risks related to default under the Registrant’s unsecured convertible notes;
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risks related to the Registrant’s majority shareholder;
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risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases;
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increased competition in the mining industry;
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the Registrant’s need to attract and retain qualified management and technical personnel;
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risks related to the Registrant’s current practice of not using hedging arrangements;
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uncertainty as to the Registrant’s ability to acquire additional commercially mineable mineral rights;
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risks related to the integration of potential new acquisitions into the Registrant’s existing operations;
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risks related to unknown liabilities in connection with acquisitions;
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risks related to conflicts of interests of some of the directors of the Registrant;
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risks related to global climate change;
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risks related to opposition to the Registrant’s operations at its mineral exploration and development properties from non-governmental organizations or civil society;
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uncertainty as to the Registrant’s ability to maintain the adequacy of internal control over financial reporting as per the requirements of the Sarbanes-Oxley Act;
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increased regulatory compliance costs relating to the Dodd-Frank Act; and
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increased regulatory compliance costs related to the Registrant’s anticipated loss of its foreign private issuer status.
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This list is not exhaustive of the factors that may affect any of the Registrant’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Registrant or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in the Registrant’s Annual Information Form filed as Exhibit 1 to this Annual Report on Form 40-F, under the heading “Risk Factors’’ and elsewhere. The Registrant’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Registrant does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
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RESOURCE AND RESERVE ESTIMATES
The Registrant’s Annual Information Form filed as Exhibit 1 to this Annual Report on Form 40-F has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Unless otherwise indicated, all resource and reserve estimates included in the Registrant’s Annual Information Form have been prepared in accordance with Canadian National Instrument 43-101 (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification System. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 permits a historical estimate made prior to the adoption of NI 43-101 that does not comply with NI 43-101 to be disclosed using the historical terminology if the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101; and (d) includes any more recent estimates or data available.
Canadian standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission (“SEC”), and resource information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves reported by the Registrant in compliance with NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with United States standards.
CURRENCY
Unless otherwise indicated, all dollar amounts in the Annual Report on Form 40-F are Canadian dollars. The exchange rate of Canadian dollars into United States dollars, based upon the noon rate of exchange as reported by the Bank of Canada was U.S.$1.00 = CDN$0.9932 on November 30, 2012, and was U.S. $1.00 = CDN $1.0020 on February 11, 2013.
ANNUAL INFORMATION FORM
The Registrant’s Annual Information Form for the fiscal year ended November 30, 2012 is included herein as Exhibit 1.
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AUDITED ANNUAL FINANCIAL STATEMENTS AND
MANAGEMENT’S DISCUSSION AND ANALYSIS
Audited Annual Financial Statements
For audited financial statements, including the report of the auditors with respect thereto, see Exhibit 2 included herein. The Registrant’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Registrant adopted IFRS on December 1, 2011 with a transition date of December 1, 2010. A reconciliation of the previously disclosed comparative years’ financial statements prepared in accordance with previous Canadian generally accepted accounting principles (“Canadian GAAP”) to the current Canadian GAAP, which has adopted IFRS, is set out in Note 28 to the consolidated financial statements. IFRS differs from United States GAAP, and the Registrant is subject to Canadian auditing and auditor independence standards, and therefore the Registrant’s financial statements may not be comparable to financial statements of United States companies.
Management’s Discussion and Analysis
For management’s discussion and analysis (“MD&A”) see Exhibit 3.
Tax Matters
Purchasing, holding or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this Annual Report on Form 40-F, the Registrant carried out an evaluation, under the supervision of the Registrant’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, the Registrant’s Chief Executive Officer and Chief Financial Officer have concluded that, as at the end of the period covered by this Annual Report on Form 40-F, the Registrant’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The required disclosure is included under the heading “Management’s Report on Internal Control over Financial Reporting” in the Registrant’s MD&A, filed as Exhibit 3 to this Annual Report on Form 40-F.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The required disclosure is included in the “Independent Auditors’ Report” that accompanies the registrant’s Consolidated Financial Statements for the fiscal year ended November 30, 2012, filed as part of this Annual Report on Form 40-F.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the period covered by this Annual Report on Form 40-F, no changes occurred in the Registrant’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
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The Registrant’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Registrant have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
The reports regarding the effectiveness of internal control over financial reporting are located in Exhibit 2 to this Annual Report on Form 40-F.
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CONTROLLER
The Registrant has adopted a Code of Ethics that applies to the Registrant’s President and Chief Executive Officer, Chief Financial Officer and Controller. It is available on the Registrant’s website at www.novagold.com and in print to any shareholder who requests it. All amendments to the code, and all waivers of the code with respect to any of the officers covered by it, will be posted on the Registrant’s website at www.novagold.com within four business days of the amendment or waiver, submitted on Form 6-K and provided in print to any shareholder who requests them.
The Registrant has also adopted a Code of Conduct that is applicable to all directors, officers and employees, which complies with the definition of a “code of ethics” as set forth in Item 406 of SEC Regulation S-K. It is available on the Registrant’s website at www.novagold.com and in print to any shareholder who requests it.
CORPORATE GOVERNANCE GUIDELINES
The Registrant’s corporate governance practices are set forth on Schedule “A” of the Registrant’s Management Information Circular dated March 24, 2005 in compliance with the rules of the Toronto Stock Exchange and available in print to any shareholder who requests them.
The terms of reference of each of the Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee of the Registrant are available on the Registrant’s web site at www.novagold.com
and in print to any shareholder who provides the Registrant with a written request.
AUDIT COMMITTEE
The Registrant’s Board of Directors has a separately-designated standing Audit Committee established for the purpose of overseeing the accounting and financial reporting processes of the Registrant and audits of the Registrant’s annual financial statements. As at the date of the Annual Report on Form 40-F for the year ended November 30, 2011, the following individuals comprise the entire membership of the Registrant’s Audit Committee, which has been established in accordance with Section 10A of the Exchange Act:
Anthony Walsh (Chair)
Tony Giardini
Kalidas Madhavpeddi
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Independence
The Registrant has adopted the criteria for director independence prescribed by the Sarbanes-Oxley Act of 2002, Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1) promulgated thereunder and the rules and regulations of the NYSE MKT LLC (“NYSE MKT”), for members of public company audit committees. A majority of our directors are independent in accordance with these criteria. Additionally, each of the members of the Audit Committee has been determined by the Registrant to be independent in accordance with such criteria.
Audit Committee Financial Expert
Anthony Walsh has been determined by the Registrant to meet the audit committee financial expert criteria prescribed by the SEC and has been designated as an audit committee financial expert. All three members of the Audit Committee are financially literate, meaning they are able to read and understand the Registrant’s financial statements and to understand the breadth and level of complexity of the issues that can reasonably be expected to be raised by the Registrant’s financial statements.
AUDIT COMMITTEE CHARTER
The Registrant’s Audit Committee Charter is available on the Registrant’s web site at www.novagold.com
and in print to any shareholder who provides the Registrant with a written request.
PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS
For information regarding the Registrant’s principal accounting fees, see “External Auditor Service Fees” in the Registrant’s Annual Information Form filed as Exhibit 1 to this Annual Report on Form 40-F.
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS
For information regarding the Audit Committee’s pre-approval procedures and policies, see “Pre-Approval Policies and Procedures” in the Registrant’s Annual Information Form filed as Exhibit 1 to this Annual Report on Form 40-F. All of the services described above under the heading “External Auditor Service Fees” were approved in conformity with the Audit Committee’s pre-approval process.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has not entered into any off-balance sheet arrangements.
TABLE OF CONTRACTUAL COMMITMENTS
The following table lists as of November 30, 2012 information with respect to the Registrant’s known contractual obligations.
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Payments due by period in thousands of Canadian dollars
unless otherwise specified
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Contractual Obligations
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Total
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Less
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1- 3 years
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3 – 5 years
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More
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than 1
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Than 5
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year
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years
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Accounts payable and accrued liabilities
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$5,669
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$5,669
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Decommissioning liabilities
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1,143
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994
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149
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Convertible notes interest (i)
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US$13,063
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US$5,225
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US$2,613
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Convertible notes principal (i)
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US$95,000
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US$95,000
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Promissory note
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US$68,106
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US$68,106
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(i) The convertible notes mature on May 1, 2015. The holders of the convertible notes have the right to require the Registrant to repurchase all or part of their convertible notes on May 1, 2013 (“put option”) or upon certain fundamental corporate changes, at a price equal to 100% of the principal amount of such convertible notes plus any accrued and unpaid interest. As a result of the put option, the Registrant may be required to repurchase the convertible notes on May 1, 2013 and thus the Registrant has classified the convertible notes and the related embedded derivative as current liabilities.
For additional information related to the Registrant’s contractual obligations and commitments see Notes 16 and 24(c) in the Registrant’s consolidated financial statements (Exhibit 2) and the information concerning contractual obligations and commitments set forth under the heading “Liquidity and capital resources” in the Registrant’s MD&A (Exhibit 3).
NYSE MKT CORPORATE GOVERNANCE
The Registrant’s common shares are listed on the NYSE MKT. Section 110 of the NYSE MKT company guide permits the NYSE MKT to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Registrant’s governance practices differ from those followed by domestic companies pursuant to NYSE MKT standards is contained on the Registrant’s website at www.novagold.com.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. For information regarding the Registrant’s mine safety disclosures, see “Legal Proceedings and Regulatory Actions” in the Registrant’s Annual Information Form filed as Exhibit 1 to this Annual Report on Form 40-F and “Mine Safety Information” filed as Exhibit 95 to this Annual Report on Form 40-F.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Undertaking
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.
The Registrant has previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Registrant.
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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.
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NOVAGOLD RESOURCES INC.
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/s/ David A. Ottewell
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David A. Ottewell
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Chief Financial Officer and Vice President
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Date: February 12, 2013
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The following exhibits have been filed as part of the Annual Report on Form 40-F:
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Exhibit
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Description
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Annual Information
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Annual Information Form for the fiscal year ended November 30, 2012
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Audited consolidated financial statements and the notes thereto as at November 30, 2012, November 30, 2011and December 1, 2010 and for the years ended November 30, 2012 and 2011, together with the report of the auditors thereon
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Management’s Discussion and Analysis
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Certifications
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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
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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
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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
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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
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Consents
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Consent of PricewaterhouseCoopers LLP
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Consent of Robert Gill
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Consent of Kirk Hanson
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Consent of Greg Kulla
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Consent of Tony Lipiec
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Consent of Jay Melynk
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Consent of Dana Rogers
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Consent of Gordon Seibel
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Consent of Gregory Wortman
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Consent of AMEC
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Consent of Heather White
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Miscellaneous
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Mine Safety Information
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TABLE OF CONTENTS