8-K

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: March

9, 2023 (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. ☐

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Item 7.01 Regulation FD

On March 9, 2023 we issued a press release announcing the publication of NOVAGOLD’s fiscal year 2022 year-in-review annual report. 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

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “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 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 March 9, 2023 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Releases Its 2022 Annual Report Featuring a Conversation Between Dr. Thomas S. Kaplan and Daniela Cambone.”
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.

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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: March 9, 2023	NOVAGOLD RESOURCES INC.
	By:	/s/ Gregory A. Lang
		Gregory A. Lang
		President and Chief Executive Officer

Exhibit 99.1

NOVAGOLDReleases Its 2022 Annual Report Featuringa Conversation Between Dr. Thomas S. Kaplan and Daniela Cambone

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NOVAGOLD’s Chairman Dr. Thomas S. Kaplan<br>and Daniela Cambone, Editor-at-Large and Host of The Daniela Cambone Show at Stansberry Research, had a wide-ranging discussion spanning<br>geopolitics, history, markets, investment strategy, gold opportunities, and NOVAGOLD’s 2022 achievements.
Our President and CEO, Greg Lang,<br> summarizes the many advancements of NOVAGOLD’s 50%-owned Donlin Gold project in 2022, including its outstanding safety<br> performance with zero lost-time incidents at site and the 141-hole, 42,331-meter drill program that returned numerous high-grade<br> gold intercepts and good grade continuity, which exceeded expectations.
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March 9, 2023 - Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) has published its 2022 Annual Report (the “annual report”). This year’s annual report features a special conversation between NOVAGOLD’s Chairman Dr. Thomas S. Kaplan and Daniela Cambone, Editor-at-Large and Host of The Daniela Cambone Show at Stansberry Research. Their discussion covers a broad range of topics including geopolitics, history, markets, opportunities for gold and gold equities and their macro impact, central banks as the largest buyers of gold — both presently and historically — and the corresponding potential upside for the premier “go-to” development stories in safe jurisdictions like NOVAGOLD, along with the 2022 achievements that reinforced its Tier 1 profile. The interview was recorded at the New York Stock Exchange on November 29, 2022, with a full transcript available in the annual report and via this video link (https://novagold.com/media-gallery/corporate/).

In the annual report, President and CEO Greg Lang summarizes NOVAGOLD’s numerous achievements from 2022, including the Company’s outstanding safety performance and the remarkable results from Donlin Gold’s largest drill program in 15 years, which returned not only good grade continuity but among the highest-grade gold intercepts in the gold mining industry. Mr. Lang highlights the strong, time-tested relationships with Donlin Gold’s Alaska Native Corporation partners — Calista Corporation and The Kuskokwim Corporation — with whom the Company is committed to responsible and sustainable development in the Yukon-Kuskokwim region. In addition, Mr. Lang provides an overview of NOVAGOLD’s robust financial position and the path forward in 2023.

The 2022 annual report is available on NOVAGOLD’s website here (https://www.novagold.com/investors/financials/).

www.novagold.com
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If you would like to receive a hard copy by mail, please send an email request to info@novagold.com.

NOVAGOLD welcomes comments, questions, or suggestions about the annual report and related information. Please send your feedback to info@novagold.com.

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NOVAGOLD Contacts:

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Mélanie Hennessey

Vice President, Corporate Communications

604-669-6227 or 1-866-669-6227

www.novagold.com
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Cautionary Note Regarding Forward-Looking Statements

This media release includes certain “forward-looking information”and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicablesecurities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are frequently,but not always, identified by 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 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 anticipated timing of certain judicial and/or administrativedecisions; the 2023 outlook; the timing and potential for an updated feasibility study on the project; our goals and planned expendituresfor the remainder of 2023; ongoing support provided to key stakeholders including Native Corporation partners; Donlin Gold’s continuedsupport for the State permitting process; the potential development and construction of Donlin Gold; the sufficiency of funds to continueto advance development of Donlin Gold, including to a construction decision; perceived merit of properties; mineral reserve and mineralresource estimates; Donlin Gold’s ability to secure the permits needed to construct and operate the Donlin Gold project in a timelymanner, if at all; legal challenges to Donlin Gold’s existing permits and the timing of decisions in those challenges; whether theDonlin Gold LLC Board will continue to advance Donlin Gold up the value chain; the success of the strategic mine plan for Donlin Gold;the outcome of exploration drilling at Donlin Gold and the timing thereof; and the conversion of Galore Creek into a mine and the receiptof $25 million due in July 2023 from Newmont Corporation and the $75 million contingent payment from Newmont. In addition, any statementsthat refer to 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 results to differ materiallyfrom expectations include the need to obtain additional permits and governmental approvals; the timing and likelihood of obtaining andmaintaining permits necessary to construct and operate; the need for additional financing to explore and develop properties and availabilityof financing in the debt and capital markets; the coronavirus global pandemic (COVID-19); uncertainties involved in the interpretationof drill results and geological tests and the estimation of reserves and resources; changes in mineral production performance, exploitationand exploration successes; changes in national and local government legislation, taxation, controls or regulations and/or changes in theadministration of laws, policies and practices, expropriation or nationalization of property and political or economic developments inthe United States or Canada; the need for continued cooperation between Barrick and NOVAGOLD for the continued exploration, developmentand eventual construction of the Donlin Gold property; the need for cooperation of government agencies and Native groups in the developmentand 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 variation in geological structures, ore grades or recovery rates;unexpected cost increases, which could include significant increases in estimated capital and operating costs; fluctuations in metal pricesand currency exchange rates; whether or when a positive construction decision will be made regarding Donlin Gold; and other risks anduncertainties disclosed in NOVAGOLD’s most recent reports on Forms 10-K and 10-Q, particularly the "Risk Factors" sectionsof those reports and other documents filed by NOVAGOLD with applicable securities regulatory authorities from time to time. Copies ofthese filings may be obtained by visiting NOVAGOLD’s website at www.novagold.com*, orthe 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 aremade. NOVAGOLD assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, shouldthey change, except as required by law.*

www.novagold.com

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