8-K - NG - Equibles

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 31, 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 March 31, 2022 we issued a press release announcing the publication of NOVAGOLD’s fiscal year 2021 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

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 March 31, 2022 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Issues its 2021 Annual Report Featuring a Conversation Between Dr. Thomas Kaplan and John Hathaway.”
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: March 31, 2022	NOVAGOLD RESOURCES INC.
	By:	/s/ Gregory A. Lang
		Gregory A. Lang
		President and Chief Executive Officer

Exhibit 99.1

NOVAGOLD Issues its2021 Annual Report

Featuring a ConversationBetween Dr. Thomas Kaplan and John Hathaway

NOVAGOLD’s Chairman Dr. Thomas Kaplan and<br>John Hathaway, portfolio manager of Sprott Hathaway Special Situations Strategy and co-portfolio manager of the Sprott Equity Fund, have<br>a fireside discussion on a broad range of topics, including gold’s market trajectory, jurisdictional safety and cryptocurrencies.
Our President and CEO Greg Lang summarizes NOVAGOLD’s many milestones<br>reached in 2021, including the highly successful 79-hole 24,264-meter Donlin Gold drill program that yielded excellent high-grade assays,<br>which Donlin Gold’s partners, Barrick and NOVAGOLD, have both stated constitute some of the best drill results for an open-pit gold<br>project industry wide. Of great importance was the achievement of the highest safety standards on the property with no lost-time incidents<br>on site and reinforcement of NOVAGOLD’s ESG principles with a particular emphasis on responsible mine development in the Yukon-Kuskokwim<br>(Y-K) region.

NOVAGOLD’s Chairman Dr. Thomas Kaplan and John Hathaway, portfolio manager of Sprott Hathaway Special Situations Strategy and co-portfolio manager of the Sprott Equity Fund, have a fireside discussion on a broad range of topics, including gold’s market trajectory, jurisdictional safety and cryptocurrencies.

Our President and CEO Greg Lang summarizes NOVAGOLD’s many milestones reached in 2021, including the highly successful 79-hole 24,264-meter Donlin Gold drill program that yielded excellent high-grade assays, which Donlin Gold’s partners, Barrick and NOVAGOLD, have both stated constitute some of the best drill results for an open-pit gold project industry wide. Of great importance was the achievement of the highest safety standards on the property with no lost-time incidents on site and reinforcement of NOVAGOLD’s ESG principles with a particular emphasis on responsible mine development in the Yukon-Kuskokwim (Y-K) region.

March 31, 2022 - Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) has published its 2021 Annual Report (the “annual report”).

This year’s annual report includes a special feature highlighting a discussion between NOVAGOLD’s Chairman Dr. Thomas Kaplan and John Hathaway, portfolio manager of Sprott Hathaway Special Situations Strategy and co-portfolio manager of the Sprott Gold Equity Fund. They discuss the gold market trajectory, jurisdictional safety and cryptocurrencies. Dr. Kaplan emphasizes NOVAGOLD’s unique position to significantly outperform its peer group, particularly in the current market environment. The interview was filmed at the New York Stock Exchange in December 2021 and a video of the conversation is available at www.novagold.com/media-gallery.

In the report, NOVAGOLD’s President and CEO Greg Lang summarizes many milestones that were achieved in 2021, including the advancement of our Donlin Gold project up the value chain against the backdrop of the global COVID-19 pandemic, with the highest safety standards and no lost-time incidents on site. Mr. Lang highlights the Company’s ESG principles, along with its strong time-tested relationships with the project’s Native Corporation partners – Calista Corporation and The Kuskokwim Corporation – with whom we are committed to responsible mine development in the Y-K region. In addition, Mr. Lang outlines the Company’s 2022 goals and budget, as well as reviews NOVAGOLD’s strong financial position.

The 2021 annual report is available on NOVAGOLD’s website https://www.novagold.com/investors/financials/.

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

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

NOVAGOLD Contacts:

Mélanie Hennessey

Vice President, Corporate Communications

Allison Pettit

Manager, Communications

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

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 Barrick and NOVAGOLDconsidered appropriate 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 fromthose expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, included hereinare forward-looking statements. These forward-looking statements include statements regarding assay results; the anticipated timing ofa decision by the Board of Donlin Gold LLC to prepare a feasibility study update; anticipated benefits from the recent drill programsincluding an improved geological model for Donlin Gold; the work program for the 2022 field season; ongoing support provided to key stakeholdersincluding Native Corporation partners; the potential impact of the coronavirus global pandemic (COVID-19) on the development of DonlinGold; the potential development and construction of Donlin Gold; the sufficiency of funds to continue to advance development of DonlinGold; perceived merit of properties; mineral reserve and resource estimates; Donlin Gold’s ability to secure the permits neededto construct and operate the Donlin Gold project in a timely manner, if at all; and legal challenges to Donlin Gold’s existing permits.In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstancesare forward-looking statements. Forward-looking statements are not historical facts but instead represent the management expectationsof NOVAGOLD’s estimates and projections 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 permits; theneed for additional financing to explore and develop properties and availability of financing in the debt and capital markets; the spreadand impact of COVID-19; uncertainties involved in the interpretation of drill results and geological tests and the estimation of reservesand resources; changes in mineral production performance, exploitation and exploration successes; changes in national and local governmentlegislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation ornationalization of property and political or economic developments in the United States or Canada; the need for continued cooperationbetween Barrick and NOVAGOLD for the continued exploration, development and eventual construction of the Donlin Gold project; the needfor cooperation of government agencies and native groups in the development and operation of properties; risks of construction and miningprojects 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 significantincreases in estimated capital and operating costs; fluctuations in metal prices and currency exchange rates; whether a positive constructiondecision will be made regarding Donlin Gold; and other risks and uncertainties disclosed in NOVAGOLD’s most recent reports on Forms10-K and 10-Q, particularly the "Risk Factors" sections of those reports and other documents filed by NOVAGOLD with applicablesecurities regulatory authorities 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-looking statementsof beliefs, opinions, projections, or other factors, should they change, except as required by law.

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