Novagold Resources Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure
On June 5, 2025, NOVAGOLD Resources Inc. (the “Company”) issued a press release entitled “NOVAGOLD Announces Full Exercise and Closing of Underwriters’ Option”, 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 8.01 Other Events
As previously disclosed in the Current Report on Form 8-K filed on May 9, 2025 with the Securities and Exchange Commission, on May 7, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule II thereto (the “Underwriters”), related to a public offering (the “Offering”) of 47,850,000 of the Company’s common shares. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option (the “Underwriters’ Option”) to purchase an additional 7,177,500 common shares of the Company (the “Option Shares”).
On June 3, 2025, the Underwriters gave notice of the full exercise of the Underwriters’ Option to be closed on June 5, 2025 for the purchase of the Option Shares at the same price as the Offering. The issuance by the Company of the Option Shares resulted in total net proceeds of approximately $25.6 million, after deducting the underwriting discount and offering expenses.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number | Description |
| 99.1 | Press release of NOVAGOLD dated June 5, 2025 entitled “NOVAGOLD Announces Full Exercise and Closing of Underwriters’ Option” |
| 104 | Cover Page Interactive Data File (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 5, 2025 | NOVAGOLD RESOURCES INC. | ||
| By: | /s/ Peter Adamek | ||
| Peter Adamek | |||
| Vice President and Chief Financial Officer | |||