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: June 10, 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 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2022, Mr. Igor Levental, a Director of NOVAGOLD RESOURCES INC. (the “Company”), died suddenly and unexpectedly.
Item 7.01 Regulation FD Disclosure
On June 14, 2022, the Company issued a press release announcing the death of Mr. Levental. The press release is attached hereto as Exhibit 99.1.
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 June 14, 2022 issued by NOVAGOLD RESOURCES INC. titled<br> “NOVAGOLD’s Long-Term Director Igor Levental Passes Away.” |
| 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: June 14, 2022 | NOVAGOLD RESOURCES INC. | |
|---|---|---|
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer |
Exhibit 99.1
NOVAGOLD’sLong-Term Director Igor Levental Passes Away
June 14, 2022 - Vancouver, British Columbia – The Board of Directors of NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) announces with great sadness that Mr. Igor Levental, a long-tenured director of the Company, passed away suddenly and unexpectedly on June 10, 2022. Mr. Levental served as an independent director of the Company since 2010 and over the past twelve years shared his extensive knowledge of the mining industry and brought a unique perspective to NOVAGOLD’s Board of Directors and its Committees. Mr. Levental was instrumental in the reorganization of the Company in 2012. His distinguished international mining career spanned more than 30 years, where he held numerous board roles and senior roles earlier in his career with major mining companies such as Homestake Mining Company and International Corona Corporation. At the time of his passing, Mr. Levental served as President of The Electrum Group.
Dr. Thomas Kaplan, NOVAGOLD’s Chairman, wrote a special tribute titled “Onwards and Upwards: A Tribute to a Cherished Friend, Igor Levental” (https://www.novagold.com/_resources/tribute-igor-levental.pdf) and here are a few excerpts:
“His tragic loss is a crushing blow, not just for his family and friends but a vast array of colleagues within the North American gold mining industry — and indeed the industry itself. His breadth of knowledge and colossal frame of reference, the deep well of respect, affection, and loyalty that he both enjoyed and shared, and an abiding passion for his craft rendered him among the last of a certain breed of mining experts.
Of course, Igor — or Misha, my own customary term of affection for him — was so much more than that. In a world that often seems plagued by “Life diminishers”, Igor was the antidote. In fact, he embodied what the art historian Bernard Berenson would refer to as a “Life enhancer”. A man of so many parts and all of them charming, Igor was wonderful company, always fun, curious, and vividly appreciating life — his as well as yours.
His generosity of spirit was legendary, and profound was the contribution he made to our lives. To us all, he was a wise confidant, an energetic leader, a patient mentor, a devoted collaborator, and a teammate of the highest integrity. Igor was a core member of our family. He will be missed as dearly as he was loved and loved us all.
Every single day, he stood in the front line of our band of brothers and sisters. I invoke the NOVAGOLD journey because our collective pride in this story has been so meaningful to me personally, as well as to him, an unsung hero of a project that we so love.”
From all of us at NOVAGOLD, we would like to thank the late Mr. Levental for his invaluable contributions during his tenure. Our deepest condolences to his family, wife Jessica Levental, sons Casey, Misha and his wife Evan, and Igor’s father Mr. Genady Levental.
About NOVAGOLD
NOVAGOLD is a well-financed precious metals company focused on the development of its 50 percent-owned 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, 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 percent basis),^1^ Donlin Gold is regarded to be one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world.
___________________________
^1^ Donlin Gold data as per the 2021 Technical Report and the S-K 1300 Report, as defined below. 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, 50% of which are attributable to NOVAGOLD. Mineral Resources have been estimated in accordance with NI 43-101.ADD SK 1300 Of the foregoing, 50% is attributable to NOVAGOLD.
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According to the 2021 Technical Report and the S-K 1300 Report, 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 percent 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.
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-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 ability to execute on and meet the targets of its sustainability goals; thecompletion of the Company’s comprehensive tailings management plan; the impact of change in domestic and international environmentalpolicies, regulations and permitting requirements on the Company and its operations; the outcome of the Company’s aquatic habitatrestoration plan; the success of the Company’s community engagement; the anticipated timing of certain judicial and/or administrativedecisions; the timing and potential for an updated feasibility on the project; our goals for the remainder of 2022; ongoing support providedto key stakeholders including Native Corporation partners; the potential impact of the COVID-19 pandemic 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 mineral resource estimates; Donlin Gold’s ability to secure the permitsneeded to construct and operate the Donlin Gold project in a timely manner, if at all; legal challenges to Donlin Gold’s existingpermits; the Donlin Gold LLC Board approval to advance Donlin Gold up the value chain; the success of the strategic mine plan for DonlinGold. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future eventsor circumstances are forward-looking statements. Forward-looking statements are not historical facts but instead represent the expectationsof NOVAGOLD management’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 materially from expectationsinclude the need to obtain additional permits and governmental approvals; the timing and likelihood of obtaining and maintaining permitsnecessary to construct and operate; the need for additional financing to explore and develop properties and availability of financingin the debt and capital markets; the coronavirus global pandemic (COVID-19); uncertainties involved in the interpretation of drill resultsand geological tests and the estimation of reserves and resources; changes in mineral production performance, exploitation and explorationsuccesses; changes in national and local government legislation, taxation, controls or regulations and/or changes in the administrationof laws, policies and practices, expropriation or nationalization of property and political or economic developments in the United Statesor Canada; the need for continued cooperation between Barrick and NOVAGOLD for the continued exploration, development and eventual constructionof the Donlin Gold property; 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, disease pandemics, non-compliance withenvironmental and permit requirements, unanticipated variation in geological structures, ore grades or recovery rates; unexpected costincreases, which could include significant increases in estimated capital and operating costs; fluctuations in metal prices and currencyexchange rates; whether a positive construction decision will be made regarding Donlin Gold; 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 reports andother documents filed by NOVAGOLD with applicable securities regulatory authorities from time to time. Copies of these filings may beobtained 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 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.*
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