UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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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 April 25, 2024 we issued a press release announcing the date, time and format of NOVAGOLD’s 2024 Annual General Meeting of Shareholders. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. The definitive proxy statement and management information circular was filed with the Securities Exchange Commission on March 22, 2024 and are available on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca.
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 25, 2024 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Announces Date of its 2024 Virtual Annual General Meeting of Shareholders.” |
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: April 25, 2024 | NOVAGOLD RESOURCES INC. | |
By: | /s/ David A. Ottewell | |
David A. Ottewell | ||
Vice President and Chief Financial Officer |
Exhibit 99.1
NEWS RELEASE |
NOVAGOLD Announces Date of its 2024
Virtual Annual General Meeting of Shareholders
NOVAGOLD’s Annual General Meeting of Shareholders (the “Meeting”) will be held virtually on May 16, 2024 at 1:00 p.m. PST |
Shareholders may vote on matters before the Meeting by proxy, join the virtual Meeting and vote, and submit questions either during the webcast or in advance by email |
Following the Meeting, Chairman Dr. Thomas S. Kaplan and President and CEO Greg Lang will host a virtual presentation centered on the Donlin Gold project, a premier Tier 1 gold development project[1] |
April 25, 2024 - Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) will hold the Company’s 2024 Annual General Meeting of Shareholders virtually on May 16, 2024 at 1:00 p.m. PST (4:00 p.m. EST). On this occasion, Shareholders will set the number of Directors at ten, elect Directors for the ensuing year, appoint external auditors, and cast a non-binding advisory vote on the Company’s executive compensation program. Following the official Meeting, Chairman Dr. Thomas S. Kaplan and President and CEO Greg Lang will provide an overview of NOVAGOLD’s 2023 achievements and provide their outlook for the remainder of 2024.
NOVAGOLD EXPRESSES GRATITUDE TO RETIRING DIRECTOR ANTHONY WALSH
Anthony Walsh has chosen to retire after many years of dedicated service as the Company’s Independent Lead Director and Chair of the Audit Committee.
“On behalf of the Board of Directors of NOVAGOLD, I wish to express our most sincere appreciation for Tony’s dedicated and thoughtful guidance over the past 12 years with our company,” said Dr. Thomas S. Kaplan, NOVAGOLD’s Chairman. “We are all immensely grateful for his leadership, particularly in the key roles of independent Lead Director and Chair of the Audit Committee, where he helped shape the company’s signature reputation for transparency and best practices. It has been nothing short of a pleasure to work with Tony during his tenure and we all wish our friend great success in his future endeavors.”
NOVAGOLD VIRTUAL MEETING AND SHAREHOLDER PARTICIPATION
NOVAGOLD’s 2024 Annual General Meeting of Shareholders will be held virtually. Shareholders may cast their vote in advance by proxy and participate from any geographic location with internet connectivity. We believe this constitutes an important step to enhance shareholder accessibility to our annual Meeting and help reduce the carbon footprint of our activities. Please refer to NOVAGOLD’s Management Information Circular dated March 22, 2024, for detailed instructions on voting.
1 NOVAGOLD defines a Tier One gold development project as one with a projected production life of at least 10 years, annual projected production of at least 500,000 ounces of gold, and average projected cash costs over the production life that are in the lower half of the industry cost curve.
www.novagold.com
Page | 1
NEWS RELEASE |
Shareholders may view a live webcast of the Meeting and registered shareholders as well as duly appointed proxyholders may submit questions digitally during the Meeting at: www.virtualshareholdermeeting.com/NG2024.
Questions may also be submitted to management and to the Board of Directors prior to the Meeting via email at info@novagold.com. Shareholders are encouraged to log in to the Meeting 15 minutes prior to the scheduled start time. Please make sure to have the 16-digit control number from your voting materials available when logging in to the Meeting.
Shareholders may contact Kingsdale Advisors, the Company's strategic advisor, by telephone at 1-866-228-8818 (toll-free in North America) or 1-416-623-2514 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com. To obtain information about voting your NOVAGOLD Common Shares, please visit www.novagoldagm.com.
NOVAGOLD’s Management Information Circular dated March 22, 2024 and Annual Report to Accompany the Management Information Circular are available on the Company’s website, www.novagold.com/investors/mic/, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
1-604-669-6227 or 1-866-669-6227
www.novagold.com
Page | 2
Cover |
Apr. 25, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Apr. 25, 2024 |
Entity File Number | 001-31913 |
Entity Registrant Name | NOVAGOLD RESOURCES INC. |
Entity Central Index Key | 0001173420 |
Entity Incorporation, State or Country Code | A1 |
Entity Address, Address Line One | 201 South Main Street |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | Salt Lake City |
Entity Address, State or Province | UT |
Entity Address, Postal Zip Code | 84111 |
City Area Code | (801) |
Local Phone Number | 639-0511 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Shares |
Trading Symbol | NG |
Security Exchange Name | NYSEAMER |
Entity Emerging Growth Company | false |
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