Novagold Resources Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2025, Dr. Diane Garrett notified the Chairman of the Company’s Board of Directors of her resignation from the Company’s Board of Directors effective on the earlier of: (i) the appointment of a duly qualified successor, or (ii) the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). Dr. Garrett’s resignation is not the result of any disagreements between Dr. Garrett and the Company relating to the Company’s operations, policies, or practices. Upon the appointment of Mr. Erfan as described below, Dr. Garrett’s resignation was effective.
On July 21, 2025, Ali Erfan was appointed to the Board to serve until the Company’s 2026 Annual Meeting. The Board deems Mr. Erfan to be a non-independent director under NYSE American, TSX and Securities and Exchange Commission (“SEC”) rules. The Board expects to appoint Mr. Erfan to one or more committees at a later date. There is no arrangement or understanding between Mr. Erfan and any other person pursuant to which the Board selected Mr. Erfan as a director.
Electrum Strategic Resources L.P. (“Electrum”) is our largest shareholder. Mr. Erfan currently serves as the Vice Chairman of The Electrum Group LLC, which possesses voting and investment power with respect to assets of Electrum, including indirect investment discretion with respect to the Common Shares held by Electrum. The transactions between the Company and Electrum have been described in the Company’s most recent Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, Mr. Erfan was not a director or nominee for a director at the time of such transactions between the Company and Electrum, and has not participated in any “related party-transactions” with the Company as set forth in Item 404(a) of Regulation S-K.
Mr. Erfan will receive the Company’s standard compensation package for non-employee directors. A description of this standard compensation package can be found in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 24, 2025.
Item 7.01 Regulation FD Disclosure
On July 21, 2025, the Company issued a press release announcing: i) the appointment of Ali Erfan to the Board, and ii) the resignation of Diane Garrett from the Board. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
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 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
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| 99.1 | Press release dated July 21, 2025 titled “NOVAGOLD Announces Appointment of New Director” |
| 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: July 22, 2025 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ Gregory A. Lang | |
| Gregory A. Lang | ||
| President and Chief Executive Officer | ||