8-K
NOVAGOLD RESOURCES INC (NG)
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
20, 2022 (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<br><br> <br>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 20, 2022 we issued a press release announcing the date, time and format of NOVAGOLD’s 2022 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 20, 2022 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Announces Date of its 2022 Virtual Annual General Meeting of Shareholders and Nomination of Kevin McArthur for Election to its Board of Directors.” |
| 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 20, 2022 | NOVAGOLD RESOURCES INC. | |
|---|---|---|
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer |
Exhibit 99.1
NOVAGOLD Announces Date of its 2022
Virtual Annual General Meeting of Shareholders and
Nomination of Kevin McArthur for Election to its Board of Directors
| NOVAGOLD’s Annual General Meeting of Shareholders (the “Meeting”) on May 18, 2022<br>will be held in a virtual format at 1:00 p.m. PT |
|---|
| Shareholders may vote on matters before the Meeting by proxy, join the virtual Meeting, and submit<br>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<br>presentation and webinar |
April 20, 2022 - Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) will hold the Company’s 2022 Meeting in a virtual format on Wednesday, May 18, 2022 at 1:00 p.m. PT (4:00 p.m. ET) and is pleased to announce the nomination of Kevin McArthur to the Company’s proposed Board of Directors to be presented for election at the Meeting. Following the official Meeting, Chairman Dr. Thomas Kaplan and President and CEO Greg Lang will provide an overview of NOVAGOLD’s 2021 achievements and the outlook for this year.
NOVAGOLD VIRTUAL MEETING AND SHAREHOLDER PARTICIPATION
NOVAGOLD’s 2022 Meeting will be held in a virtual format to secure broader participation. Shareholders may cast their vote in advance by proxy and participate in the Meeting from any geographic location with internet connectivity. We believe, in the current environment, this format will provide full access to our annual Meeting.
Shareholders may view a live webcast of the Meeting. Registered shareholders as well as duly appointed proxyholders may submit questions digitally during the Meeting at www.virtualshareholdermeeting.com/NG2022.
Questions may also be submitted to management and the Board 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. Have the 16-digit control number from your voting materials available when logging in to the Meeting.
NOVAGOLD’s 2022 Management Information Circular 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.sedar.com, and on EDGAR at www.sec.gov.
NOMINATION OF KEVIN MCARTHUR TO NOVAGOLD’S BOARD OF DIRECTORS
Kevin McArthur has been nominated to join the Board of NOVAGOLD. His extensive professional career encompasses over 40 years of diverse experience in the mining industry, which includes executive tenures with some of the most successful companies in our business. From 2006 to 2008, he served as CEO of Goldcorp Inc. and from 1999 to 2006, of Glamis Gold Ltd. Between 2009 and 2019, he served as CEO, and then as Executive Chair, of Tahoe Resources Inc., which was subsequently acquired by Pan American Silver Corporation. He currently serves as a nonexecutive director of Royal Gold, Inc. and of First Quantum Minerals Ltd. Earlier in his career, he held progressively responsible operating positions with major companies, such as BP Minerals and Homestake Mining Company. Mr. McArthur holds a Mining Engineering degree from the University of Nevada.
The Board has determined that Mr. McArthur’s broad experience in the mining industry will be particularly valuable to NOVAGOLD as it continues to advance its 50%-owned Donlin Gold project up the value chain, toward feasibility study update and, subsequently, toward design, construction and mine start-up. The remainder of the slate of director nominees is comprised of the current members of NOVAGOLD’s Board.
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Allison Pettit
Manager, Communications
604-669-6227 or 1-866-669-6227