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: July 27, 2021 (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 July 28, 2021, we issued a press release stating that NOVAGOLD received payment of $75 million from Newmont Corporation on July 27, 2021, as expected. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
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 July 28, 2021 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Receives $75 Million from Newmont Corporation.” |
| 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: July 28, 2021 | NOVAGOLD RESOURCES INC. | |
|---|---|---|
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer |
Exhibit 99.1
NOVAGOLD Receives $75 Million from NewmontCorporation
| Second payment for the sale of NOVAGOLD’s 50% interest in the Galore Creek project |
|---|
| Treasury exceeds $150 million |
| --- |
July 28, 2021 - Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (TSX, NYSE American: NG) (“NOVAGOLD” or “the Company”) has received $75 million from Newmont Corporation (TSX: NGT, NYSE: NEM) (“Newmont”) as per the 2018 Share Purchase Agreement in which NOVAGOLD agreed to sell its 50% interest in the Galore Creek project (“GCP”) in British Columbia, Canada. All amounts are in U.S. dollars unless otherwise stated.
Under the terms of the July 2018 Agreement^1^, total consideration payable by Newmont was up to $275 million. NOVAGOLD received $100 million upon closing and $75 million yesterday. The remaining amounts related to the 2018 sale of the GCP are payable as follows:
| a) | $25 million upon the earlier of: (i) completion of a project feasibility study prepared by or for GCP, or (ii) five (5) years from<br>the closing date on July 27, 2023; and, |
|---|---|
| b) | $75 million contingent upon GCP construction approval. |
| --- | --- |
The latest payment from Newmont will increase NOVAGOLD’s cash position by $75 million, which consisted of approximately $108 million of cash and term deposits as of May 31, 2021.
As a result of the successful sale of GCP, NOVAGOLD materially increased its treasury, providing the Company with a strong financial foundation to advance its 50%-owned Donlin Gold project (“Donlin Gold”) in Alaska. The Company expects its existing financial resources and future incoming payments to be sufficient to execute on its business plan without resorting to raising more capital until a construction decision on Donlin Gold is made.
About NOVAGOLD
NOVAGOLD is a well-financed precious metals company focused on the development of the Donlin Gold project, owned 50/50 with Barrick Gold Corporation, in Alaska, one of the safest mining jurisdictions in the world. With approximately 39 million ounces of gold in the measured and indicated mineral resource categories, inclusive of proven and probable mineral reserves (541 million tonnes at an average grade of approximately 2.24 grams per tonne in the measured and indicated resource categories on a 100% basis),^2^ Donlin Gold is regarded to be one of the largest, highest-grade, and most prospective known open pit gold deposits in the world.
According to the 2011 Technical Report, with content updated as discussed under the heading “NI 43-101 Technical Report” contained in NOVAGOLD’s press release issued June 29, 2021, once in production, Donlin Gold is expected to produce an average of more than one million ounces per year over a 27-year mine life on a 100% basis. The Donlin Gold project has substantial exploration potential beyond the designed footprint which currently covers three kilometers of an approximately eight-kilometer-long gold-bearing trend. Current activities at Donlin Gold are focused on State permitting, optimization work, community outreach, and workforce development in preparation for the eventual construction and operation of this project. With a strong balance sheet, NOVAGOLD is well-positioned to fund its share of permitting and optimization advancement efforts at the Donlin Gold project.
___________________________________
^1^ See July 26, 2018 media release titled “NOVAGOLD Enters Agreement to Sell Its 50% Stake in Galore Creek to Newmont for up to $275 Million” here.
^2^ Donlin Gold data as per the 2011 Technical Report (as defined below), with content updated as discussed under the heading “NI 43-101” Technical Report” in NOVAGOLD’s press release issued June 29, 2021. Donlin Gold measured resources of approximately 8 Mt grading 2.52 g/t and indicated resources of approximately 534 Mt grading 2.24 g/t, each on a 100% basis and inclusive of mineral reserves. Mineral resources have been estimated in accordance with NI 43-101.
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Donlin Gold is a committed partner to the Alaska Native communities both surrounding the project and within the State as a whole. An important factor that distinguishes Donlin Gold from most other mining assets in Alaska is that the project is located on private land that was selected by Calista Corporation (“Calista”) and The Kuskokwim Corporation (“TKC”) at the direction of the Yukon-Kuskokwim region Elders and was designated for mining activities five decades ago. Donlin Gold has entered into life-of-mine agreements with Calista, which owns the subsurface mineral rights, and TKC, a collection of 10 village corporations, which owns the surface land rights and is committed to providing employment opportunities, scholarships, and preferential contract considerations to Calista and TKC shareholders. These agreements include a revenue-sharing structure established by the Alaska Native Claims Settlement Act of 1971 which resolved Alaska Native land claims, allotting 44 million acres of land for use by Alaska Native Corporations. Additionally, our long-term commitment to economic development is exemplified by Donlin Gold’s support of TKC’s initiative to launch energy and infrastructure projects in Middle Kuskokwim villages. These partnerships, activities, and programs are illustrative of the commitment to the sustainable and responsible development of the Donlin Gold project for the benefit of all stakeholders.
Scientific and Technical Information
Certain scientific and technical information contained herein with respect to the Donlin Gold project is derived from the “Donlin Creek Gold Project, Alaska, USA, NI 43-101 Technical Report on the Second Updated Feasibility Study,” effective November 18, 2011, and amended January 20, 2012 (“2011 Technical Report”) prepared by AMEC with an effective date of November 18, 2011, as amended January 20, 2012. Kirk Hanson, P.E., Technical Director, Open Pit Mining, North America, (AMEC, Reno) is the Qualified Person responsible for the preparation of the independent technical report, and an independent “qualified person” as defined by NI 43-101. As discussed under the heading “NI-43-101” Technical Report” in NOVAGOLD’s press release issued June 29, 2021, Wood Canada Limited (“Wood” formerly AMEC Americas Limited) has updated the content in the 2011 Technical Report with updated costs, economic assessment, permitting information, and technical information related to permitting, generated on the Donlin Gold project since 2011. The Company anticipates voluntarily filing the technical report on SEDAR in 2021.
Clifford Krall, P.E., who is the Mine Engineering Manager for NOVAGOLD and a “qualified person” under NI 43-101, has approved and verified the scientific and technical information related to the Donlin Gold project contained in this media release.
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Jason Mercier
Investor Relations Manager
604-669-6227 or 1-866-669-6227
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Cautionary Note Regarding Forward-Looking Statements
This media release includes certain “forward-looking information” and “forward-lookingstatements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation, includingthe United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are frequently, but not always, identifiedby words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”,“potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”,“may”, “could”, “would” or “should” occur or be achieved. Forward-looking statements arenecessarily based on several opinions, estimates and assumptions that management of NOVAGOLD considered appropriate and reasonable asof the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may causethe actual results, activity, performance or achievements to be materially different from those expressed or implied by such forward-lookingstatements. All statements, other than statements of historical fact, included herein are forward-looking statements. These forward-lookingstatements include statements regarding the Company’s use of the $75 million received from Newmont; receipt of the additional $100million in payments from Newmont; the potential development and construction of Donlin Gold; the perceived merit of properties; and thesufficiency of funds to continue to advance development of Donlin Gold. In addition, any statements that refer to expectations, intentions,projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements arenot historical facts but instead represent NOVAGOLD’s management expectations, estimates and projections regarding future eventsor circumstances on the date the statements are made.
Important factors that could cause actual results to differ materially from expectationsinclude the need to obtain additional permits and governmental approvals; the timing and likelihood of permits including but not limitedto the right-of-way lease offer for Donlin Gold’s buried natural gas pipeline; the need for additional financing to explore anddevelop properties and availability of financing in the debt and capital markets; the outbreak of the coronavirus global pandemic (COVID-19);uncertainties involved in the interpretation of drill results and geological tests and the estimation of reserves and resources; changesin mineral production performance, exploitation and exploration successes; changes in national and local government legislation, taxation,controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of propertyand political or economic developments in the United States or Canada; the need for continued cooperation between Barrick and NOVAGOLDfor the continued exploration, and development and eventual construction of the Donlin Gold property; the need for cooperation of governmentagencies and native groups in the development and operation of properties; risks of construction and mining projects such as accidents,equipment breakdowns, bad weather, disease pandemics, non-compliance with environmental and permit requirements, unanticipated variationin geological structures, ore grades or recovery rates; unexpected cost increases, which could include significant increases in estimatedcapital and operating costs; fluctuations in metal prices and currency exchange rates; whether a positive construction decision will bemade regarding Donlin Gold; and other risks and uncertainties disclosed in NOVAGOLD’s most recent reports on Forms 10-K and 10-Q,particularly the "Risk Factors" sections of those reports and other documents filed by NOVAGOLD with applicable securities regulatoryauthorities from time to time. Copies of these filings may be obtained by visiting NOVAGOLD’s website at www.novagold.com*,or the SEC's website at* www.sec.gov, or at www.sedar.com*. The forward-looking statements contained herein reflect the beliefs,opinions and projections of NOVAGOLD on the date the statements are made. NOVAGOLD assumes no obligation to update the forward-lookingstatements of beliefs, opinions, projections, or other factors, should they change, except as required by law.*
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Cautionary Note to United States Investors
NOVAGOLD cautions that this media release has been prepared in accordance with the requirementsof the securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, allresource and reserve estimates included in this media release have been prepared in accordance with Canadian National Instrument 43-101Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum(CIM)—CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (“CIM DefinitionStandards”). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all publicdisclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101,differ significantly from the requirements of the United States Securities and Exchange Commission (SEC) Industry Guide 7 (“SECIndustry Guide 7”), and resource and reserve information contained herein may not be comparable to similar information disclosedby U.S. companies. NOVAGOLD’s disclosure concerning Reserve & Resources Estimates remains consistent with NI 43-101. Under SECIndustry Guide 7, mineralization may not be classified as a "reserve” unless the determination has been made that the mineralizationcould be economically and legally produced or extracted at the time the reserve determination is made. SEC Industry Guide 7 normally doesnot 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” under SEC Industry Guide 7 in documents filed with the SEC. Investors should also understand that "inferredmineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legalfeasibility. Under Canadian rules, estimated "inferred mineral resources” may not form the basis of feasibility or pre-feasibilitystudies except in rare cases. 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” under SEC IndustryGuide 7 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 SEC Industry Guide 7, and reserves reported by NOVAGOLD in compliance with NI 43-101 may not qualifyas "reserves” under SEC Industry Guide 7. Donlin Gold does not have known reserves, as defined under SEC Industry Guide 7.Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companiesthat report in accordance with SEC Industry Guide 7.
On October 31, 2018, the SEC adopted a final rule (“New Final Rule”) that willreplace SEC Industry Guide 7 with new disclosure requirements that are more closely aligned with current industry and global regulatorypractices and standards, including NI 43-101. Companies must comply with the New Final Rule for the Company’s first fiscal yearbeginning on or after January 1, 2021, which for NOVAGOLD would be the fiscal year beginning December 1, 2021. The New Final Rule providesthat SEC Industry Guide 7 will remain effective until all registrants are required to comply with the New Final Rule, at which time SECIndustry Guide 7 will be rescinded. While early voluntary compliance with the New Final Rule is permitted, NOVAGOLD has not elected tocomply with the New Final Rule at this time.
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