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: January 8, 2026 (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 January 8, 2026, we issued a press release reporting on Donlin Gold LLC signing a non-binding Letter of Intent for natural gas supply from the Alaska LNG Pipeline and the development of the infrastructure needed to deliver the gas and power the Donlin Gold project A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. A copy of the press release is also 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 January 8, 2026 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Provides Update On Donlin Gold Infrastructure And Energy Supply With Initial Glenfarne Letter Of Intent.” |
| 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: January 9, 2026 | NOVAGOLD RESOURCES INC. | |
|---|---|---|
| By: | /s/ Peter Adamek | |
| Peter Adamek | ||
| Vice President and Chief Financial Officer |
Exhibit 99.1
| NEWS RELEASE |
|---|
NOVAGOLD PROVIDES UPDATE ON DONLIN GOLD INFRASTRUCTURE AND ENERGY SUPPLY WITH INITIAL GLENFARNE LETTER OF INTENT
January 8, 2026 – Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) announces that Donlin Gold LLC (“Donlin Gold”), which is owned 60% by NOVAGOLD and 40% by Paulson Advisers LLC (“Paulson”), and Glenfarne Alaska LNG, LLC (“Glenfarne”), majority owner and developer of the Alaska LNG Project (“Alaska LNG”), signed a non-binding Letter of Intent (LOI) for natural gas supply from the Alaska LNG Pipeline and the development of the infrastructure needed to deliver the gas and power the proposed mine.
Under the LOI, Glenfarne and Donlin Gold will continue to evaluate ways to formalize a potential natural gas sales agreement for up to 50 million cubic feet of natural gas per day and cooperate on the most effective method for development and construction of the Donlin Gold natural gas pipeline. The pipeline extends from Southcentral Alaska to the Donlin Gold project in Southwest Alaska and will feed a power plant to supply electricity to the proposed mine.
“A reliable, secure supply of economic natural gas from Alaska LNG has the potential to substantially enhance our ability to unlock value and upside potential in Donlin Gold,” said John Paulson, President of Paulson. “Glenfarne’s global energy experience is well-suited to provide a long-term turnkey energy solution that helps advance this opportunity.”
“Powering Donlin Gold with natural gas from Alaska LNG could offer major advantages for the proposed mine and the Southwestern Alaska region by harnessing the strategic potential of such an important gold endowment for the industry and the United States,” said Greg Lang, NOVAGOLD’s President and CEO. “Aligning Alaska LNG and Donlin Gold’s pipeline schedules could reduce fuel costs, optimize transportation and logistics, streamline material procurement, and leverage shared expertise to lower overall project expenses.”
“Alaska LNG offers abundant low-cost natural gas that will enhance the economics and facilitate development of energy-intensive mining projects in Alaska,” said Glenfarne Alaska LNG President Adam Prestidge. “We have great confidence in the future success of Donlin Gold following the significant investment by Paulson. Adding a foundational customer like Donlin Gold, one of the largest known undeveloped gold deposits in the world, Alaska LNG provides significant volume discount benefits that will result in lower energy costs for Alaska consumers. As we continue to add more pipeline customers, the cost of gas for Alaskans will continue to go down.”
Donlin Gold Natural Gas Pipeline & Permitting
As per the 2021 Technical Report (as defined below) and the S-K 1300 Technical Report Summary (as defined below), Donlin Gold envisions a buried, 316-mile natural gas pipeline from an existing 20-inch natural gas pipeline near Beluga, Alaska to the Donlin Gold mine site to supply reliable, lower-carbon emitting, energy for mining operations. Key federal and state permits for the pipeline route have been issued. Recently the State of Alaska Supreme Court upheld the Alaska Department Natural Resources issuance of the pipeline right-of-way lease. Supplemental environmental review is ongoing under the Fixing America’s Transportation Act (“FAST-41”) program, coordinated by the Federal Permitting Improvement Steering Council, with the U.S. Army Corps of Engineers leading a court-directed Supplemental Environmental Impact Statement.
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Donlin Gold Bankable Feasibility Study Update
Donlin Gold continues to advance the selection of a prime contractor for the Bankable Feasibility Study (BFS), having received proposals from leading engineering firms with the expertise required to design what is expected to be the largest single gold mine in the United States. A prime contractor is expected to be selected in the first quarter of 2026. In parallel, requests for proposals have been issued for specialist contractors covering the power plant, pipeline, and pressure oxidation and oxygen plant scopes of work, which will be incorporated into the BFS. Upon completion of the contractor selection process, a detailed timeline and budget for completion of the BFS will be established. Final construction approvals remain subject to completion of the environmental review, permitting, and the BFS.
About NOVAGOLD
NOVAGOLD is a well-financed precious metals company focused on the development of the Donlin Gold project 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 (541 million tonnes at an average grade of approximately 2.24 grams per tonne, in the Measured and Indicated Mineral Resource categories on a 100% basis)^1^, inclusive of Proven and Probable Mineral Reserves, the Donlin Gold project is regarded to be one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world. According to the 2021 Technical Report and the S-K 1300 Technical Report Summary, the Donlin Gold project is expected to produce an average of more than one million ounces per year over a 27-year mine life on a 100% basis once in production.
About Paulson
Paulson is a private global investment management advisory firm based in Palm Beach, Florida. Through its affiliates, Paulson owns 100% of Donlin Gold Holdings, which owns a 40% stake in Donlin Gold. Paulson, together with NOVAGOLD, owns 100% of Donlin Gold and shares equal voting and operating control with NOVAGOLD through its operating agreement.
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Frank Gagnon
Manager, Investor Relations
604-669-6227 or 1-866-669-6227
info@novagold.com
www.novagold.com
___________________________________________
^1^ Donlin Gold data as per report titled “NI 43-101 Technical Report on the Donlin Gold Project, Alaska, USA” with an effective date of June 1, 2021 (the “2021 Technical Report”) and the report titled “S-K 1300 Technical Report Summary on the Donlin Gold Project, Alaska, USA” (the “S-K 1300 Technical Report Summary”) dated November 30, 2021. Donlin Gold possesses 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, of which approximately 5 Mt of Measured Resources and approximately 320 Mt of Indicated Resources inclusive of Reserves is currently attributable to NOVAGOLD through its 60% ownership interest in Donlin Gold LLC. Exclusive of Mineral Reserves, Donlin Gold possesses Measured Resources of approximately 0.9 Mt grading 2.23 g/t and Indicated Resources of approximately 69 Mt grading 2.44 g/t, of which approximately 0.5 Mt of Measured Resources and approximately 42 Mt of Indicated Resources exclusive of Mineral Reserves is currently attributable to NOVAGOLD. Donlin Gold possesses Proven Reserves of approximately 8 Mt grading 2.32 g/t and Probable Reserves of approximately 497 Mt grading 2.08 g/t, each on a 100% basis, of which approximately 5 Mt of Proven Reserves and approximately 298 Mt of Probable Reserves is attributable to NOVAGOLD. Mineral Reserves and Resources have been estimated in accordance with NI 43-101 and S-K 1300.
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Cautionary Note RegardingForward-Looking Statements
This media release includes certain “forward-lookinginformation” and “forward-looking statements” (collectively “forward-looking statements”) within the meaningof applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statementsare frequently, but not always, identified by words such as “expects”, “continue”, “ongoing”, “anticipates”,“believes”, “intends”, “estimates”, “potential”, “possible”, and similarexpressions, or statements that events, conditions, or results “will”, “may”, “could”, “would”or “should” occur or be achieved. Forward-looking statements contained in this media release are based on a number of materialassumptions, including but not limited to the following, which could prove to be significantly incorrect: our ability to achieve productionat Donlin Gold; the cost estimates and assumptions contained in the 2021 Technical Report and the S-K 1300 Technical Report Summary;estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlyingour resource and reserve estimates; our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;assumptions that all necessary permits and governmental approvals will be obtained and the timing of such approvals; assumptions madein the interpretation of drill results, the geology, grade and continuity of our mineral deposits; our expectations regarding demandfor equipment, skilled labor and services needed for exploration and development of mineral properties; our ability to improve our ESGinitiatives and goals; and that our activities will not be adversely disrupted or impeded by development, operating or regulatory risks.Forward-looking statements are necessarily based on several opinions, estimates and assumptions that management of NOVAGOLD consideredappropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions,and other factors that may cause the actual results, activity, performance, or achievements to be materially different from those expressedor implied by such forward-looking statements. All statements, other than statements of historical fact, included herein are forward-lookingstatements. These forward-looking statements include statements regarding the ability to finalize a potential natural gas sales agreementbetween Donlin Gold and Glenfarne; the potential development and construction of a natural gas pipeline from Southcentral Alaska to theDonlin Gold project in Southwestern Alaska and a power plant to supply electricity to the proposed mine; the anticipated benefits ofsupplying natural gas to the Donlin Gold project; anticipated plans for and the estimated timing of the BFS; our goals and planned activitiesfor 2026; the potential development and construction of the Donlin Gold project; the timing and ability for the Donlin Gold project tohit critical milestones; Donlin Gold’s continued support for the state and federal permitting process and the expected benefitsof the FAST-41 program; expected alignment with the Alaska LNG Project; the ability for the Donlin Gold development project to hit theanticipated projections; perceived merit of properties; mineral reserve and mineral resource estimates; plans to continue to advancethe Donlin Gold project safely, responsibly and to sustainably generate value for our stakeholders; continued cooperation between theowners of Donlin Gold to advance the project; the Company’s ability to deliver on its strategy with the Donlin Gold project, increasingthe value of the project; the success of the strategic mine plan for the Donlin Gold project; the success of the Donlin Gold communityrelations plan; the anticipated outcome of exploration drilling at the Donlin Gold project and the timing thereof; and the completionof test work and modeling and the timing thereof, including expected production and mine life. In addition, any statement that refersto expectations, intentions, projections or other characterizations of future events or circumstances are forward-looking statements.Forward-looking statements are not historical facts but instead represent the expectations of NOVAGOLD management’s estimates andprojections regarding future events or circumstances on the date the statements are made. Important factors that could cause actual resultsto differ materially from expectations include the need to obtain additional permits and governmental approvals; the timing and likelihoodof obtaining and maintaining permits necessary to construct and operate; the need for additional financing to complete an updated feasibilitystudy and to explore and develop properties; availability of financing in the debt and capital markets; disease pandemics; uncertaintiesinvolved in the interpretation of drill results and geological tests and the estimation of reserves and resources; changes in mineralproduction performance, exploitation and exploration successes; changes in national and local government legislation, taxation, controlsor regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property andpolitical or economic developments in the United States or Canada; the need for continued cooperation between the owners of Donlin GoldLLC to advance the project; the need for cooperation of government agencies and Native groups in the development and operation of properties;risks of construction and mining projects such as accidents, equipment breakdowns, bad weather, non-compliance with environmental andpermit requirements, unanticipated variation in geological structures, ore grades or recovery rates; unexpected cost increases, whichcould include significant increases in estimated capital and operating costs; fluctuations in metal prices and currency exchange rates;whether or when a positive construction decision will be made regarding the Donlin Gold project; and other risks and uncertainties disclosedin NOVAGOLD’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reportsand other documents filed by NOVAGOLD with applicable securities regulatory authorities from time to time. Copies of these filings maybe obtained by visiting NOVAGOLD’s website at www.novagold.com, or the SEC’s website at www.sec.gov, or on SEDAR+ at www.sedarplus.ca.The forward-looking statements contained herein reflect the beliefs, opinions and projections of NOVAGOLD on the date the statementsare made. NOVAGOLD assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors,should they change, except as required by law.
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