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: April 28, 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. ☐

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Item 7.01 Regulation FD

On April 28, 2022 we issued a press release announcing the publication of NOVAGOLD’s 2021 sustainability 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 April 28, 2022 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Issues 2021 Sustainability Report Outlining Strong Achievements in Building A Lasting Legacy for Stakeholders.”
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: April 28, 2022	NOVAGOLD RESOURCES INC.
	By:	/s/ Gregory A. Lang
		Gregory A. Lang
		President and Chief Executive Officer

Exhibit 99.1

NOVAGOLD Issues2021 Sustainability Report

Outlining StrongAchievements in Building a Lasting Legacy for Stakeholders

The 2021 Sustainability Report is an extensive review of NOVAGOLD’s performance in the areas of<br>health and safety, environmental stewardship, social and community engagement, as well as corporate governance, reflecting the status<br>of long-standing policies and practices.
NOVAGOLD is continuing to build upon its strategy to deliver, in coordination with its Native Corporation<br>partners Calista Corporation and The Kuskokwim Corporation (TKC), as well Donlin Gold LLC and Barrick Gold Corporation, a strong record<br>of health and safety, effective mitigation of minimal impacts on the environment and positive long-term benefits to the people of the<br>Yukon-Kuskokwim region of Alaska.
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NOVAGOLD is proud to have adopted a formal Board Diversity, Equity and Inclusion Policy in 2022 reflecting<br>its deeply held commitment to strong governance practices.
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April 28, 2022 - Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) has published its 2021 Sustainability Report (the “2021 sustainability report”) titled Building a Lasting Legacy.

The 2021 sustainability report is NOVAGOLD’s first such stand-alone report providing sustainability data and giving our shareholders and stakeholders a tangible overview of our non-financial performance. It builds upon last year’s sustainability disclosures that were integrated with our 2020 annual report and allows us to show how the Company’s performance evolves over time. This will provide an opportunity to see trends and enable the Company to establish near- and long-term goals specific to Environmental, Social, and Governance (ESG) performance areas. The report specifically demonstrates how policy and practice are positioning NOVAGOLD and Donlin Gold LLC to bring about real benefits at the Donlin Gold project and for the Yukon-Kuskokwim region in Alaska, both today and in the years to come.

During 2021, NOVAGOLD conducted a materiality and risk assessment with the assistance of a global ESG consulting firm and solicited feedback from stakeholders to formally review ESG practices, performance and reporting. Valuable input was provided for our current and future Donlin Gold project development activities. In addition, in 2022 the Board adopted a formal Diversity, Equity and Inclusion Policy.

NOVAGOLD is committed to delivering long-term value to all our stakeholders through responsible mining. Our sustainability approach involves setting and meeting high standards in ESG matters in all that we do while contributing to the social and economic development of the local communities where we operate. We believe that mines can be responsibly developed in partnership with our Alaska Native Corporation partners who have the knowledge to help us manage and minimize environmental impacts. NOVAGOLD is committed to building trust and transparency, and continuous improvement in its sustainability initiatives and policies year-over-year.

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

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NOVAGOLD welcomes comments, questions, or suggestions about the sustainability 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-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.

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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.*