UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 30, 2025 (Date of earliest event reported)
NOVAGOLD RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
| British Columbia | 001-31913 | N/A |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification) |
201 South Main Street, Suite 400, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
(801) 639-0511
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|
Common Shares
|
NG |
NYSE American Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD
On April 30, 2025 we issued a press release announcing the date, time and format of NOVAGOLD’s 2025 Annual General Meeting of Shareholders. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. The report is available on NOVAGOLD’s website at www.novagold.com
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press release, dated April 30, 2025 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Announces Date of its 2025 Virtual Annual Meeting of Shareholders.” |
| 104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 30, 2025 | NOVAGOLD RESOURCES INC. | ||
| By: | /s/ Peter Adamek | ||
| Peter Adamek | |||
| Vice President and Chief Financial Officer | |||
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NEWS RELEASE |
NOVAGOLD Announces Date of its 2025 Virtual
Annual Meeting of Shareholders
| · | NOVAGOLD’s Annual General Meeting of Shareholders will be held virtually on May 15, 2025, at 1:00 p.m. PDT |
| · | Shareholders may vote on matters before the Meeting by proxy, join the virtual Meeting and vote, and submit questions either during the webcast or in advance by email |
| · | Following the Meeting, Chairman Dr. Thomas Kaplan and President and CEO Greg Lang will host a virtual presentation centered on the Donlin Gold project, a premier Tier 1 gold development project1 |
April 30, 2025 – Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or “the Company”) (NYSE American, TSX: NG) will hold the Company’s 2025 Annual General Meeting of Shareholders on May 15, 2025, at 1:00 p.m. PDT (4:00 p.m. EDT) (the “Meeting”). On this occasion, Shareholders will elect Directors for the ensuing year, appoint external auditors, and cast a non-binding advisory vote on the Company’s executive compensation program. Following the Meeting, Chairman Dr. Thomas Kaplan and President and CEO Greg Lang will provide an overview of:
| · | NOVAGOLD’s 2024 achievements; |
| · | Recent transaction announcement to acquire Barrick Gold’s 50% interest in Donlin Gold with partner Paulson Advisers LLC; and |
| · | The outlook for the remainder of 2025. |
NOVAGOLD VIRTUAL MEETING AND SHAREHOLDER PARTICIPATION
The Meeting will be held virtually only. Shareholders may cast their vote in advance by proxy and participate from any geographic location with internet connectivity. We believe holding the Meeting virtually will enhance Shareholder accessibility and help reduce the carbon footprint of our activities. Please refer to NOVAGOLD’s Management Information Circular dated March 24, 2025, for detailed instructions on voting.
Shareholders may view a live webcast of the Meeting and registered Shareholders as well as duly appointed proxyholders may submit questions digitally during the Meeting at: www.virtualshareholdermeeting.com/NG2025.
Questions may also be submitted to management and to the Board of Directors prior to the Meeting via email at info@novagold.com. Shareholders are encouraged to log in to the Meeting 15 minutes prior to the scheduled start time. Please make sure to have the 16-digit control number from your voting materials available when logging in to the Meeting.
Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor, by telephone at 1-866-228-8818 (toll-free in North America) or 1-416-623-2514 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com. More information about the Meeting can be obtained by visiting www.novagoldagm.com.
NOVAGOLD’s Management Information Circular dated March 24, 2025 and Annual Report to Accompany the Management Information Circular are available on the Company’s website, www.novagold.com/investors/mic, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.
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NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Frank Gagnon
Manager, Investor Relations
604-669-6227 or 1-866-669-6227
www.novagold.com
1NOVAGOLD defines a Tier One gold development project as one with a projected life of at least 10 years, annual projected production of at least 500,000 ounces of gold, and average projected cash costs over the production life that are in the lower half of the industry cost curve.