All amounts are in U.S. dollars unless otherwise stated
VANCOUVER, British Columbia, June 05, 2025 (GLOBE NEWSWIRE) -- NOVAGOLD RESOURCES INC. (“NOVAGOLD” or “the Company”) (NYSE American, TSX: NG) announces the full exercise and closing of the underwriters’ option to purchase an additional 7,177,500 of our common shares at the public offering price of $3.75 per common share, less underwriting discounts and offering expenses. The exercise of the underwriters’ option closed today.
After giving effect to the full exercise of the underwriters’ option, the total number of common shares sold by the Company in the public offering increased to 55,027,500 common shares and the net proceeds increased to approximately US$195.2 million, after deducting the underwriting discount and offering expenses.
NOVAGOLD intends to use the net proceeds from the exercise of the underwriters’ option of approximately $25.6 million for general corporate purposes, including covering its share of expenses associated with updating the Donlin Gold Feasibility Study.
Citigroup, RBC Capital Markets, BMO Capital Markets and Canaccord Genuity acted as joint book-running managers for the public offering. National Bank of Canada Financial Markets, Scotiabank and Morgan Stanley also acted as joint book-running managers for the public offering.
A shelf registration statement on Form S-3 relating to the offered common shares was filed with the Securities and Exchange Commission (SEC) on April 23, 2025 and automatically became effective upon filing. The final prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from the joint book-running managers: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831- 9146; and RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at (877) 822-4089, or by email to equityprospectus@rbccm.com; and BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036 by email to bmoprospectus@bmo.com. You may also obtain these documents free of charge by visiting the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in Canada or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About NOVAGOLD
NOVAGOLD is a precious metals company focused on the development of the Donlin Gold project. Located in Alaska, one of the safest mining jurisdictions in the world, the Donlin Gold project is regarded as one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world.
This media release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include future-oriented financial information or financial outlook within the meaning of securities laws, including information regarding the use of proceeds from the exercise of the underwriter option. SuchinformationisintendedtoassistreadersinunderstandingNOVAGOLD’scurrentexpectationsandplansrelatingtothefuture.Such information may not be appropriate for other purposes. Forward-looking statements are frequently, but not always, identified by words suchas“expects”,“continue”,“ongoing”,“anticipates”,“believes”,“intends”,“estimates”,“potential”,“possible”,andsimilarexpressions,or statementsthatevents,conditions,orresults“will”,“may”,“could”,“would”or“should”occurorbeachieved.Forward-lookingstatements are necessarily based on several opinions, estimates and assumptions that management of NOVAGOLD considered appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions, and other factorsthatmaycausetheactualresults,activity,performance,orachievementstobemateriallydifferentfromthoseexpressedorimplied by such forward-looking statements. All statements, other than statements of historical fact, included herein are forward-looking statements. These forward-looking statements include statements regarding theanticipatedtimingofcertainjudicialand/oradministrativedecisions;the2025outlook;thetimingandpotential forcommencinganewfeasibilitystudyontheDonlinGoldproject;theresultsoffuturefeasibilitystudies;ourgoalsandexpendituresfor 2025;ongoingsupportprovidedtokeystakeholdersincludingNativeCorporationpartners;DonlinGold’scontinuedsupportforthestate andfederalpermittingprocess;sufficiencyofworkingcapital;thepotentialdevelopmentandconstructionoftheDonlinGoldproject;the timing and ability for the Donlin Gold project to hit critical milestones; the ability for the Tier One gold development project to hit the anticipatedprojections;thesufficiencyoffundstocontinuetoadvancedevelopmentofDonlinGold,includingtoaconstructiondecision; perceived merit of properties; mineral reserve and mineral resource estimates; Donlin Gold’s ability to secure the permits needed to construct and operate the Donlin Gold project in a timely manner, if at all; legal challenges to Donlin Gold’s existing permits and the timing of decisions in those challenges; whether the Donlin Gold LLC board will continue to advance the Donlin Gold project safely, socially responsibly and to sustainably generate value for our stakeholders; continued cooperation between the owners of Donlin Gold LLC to advance the project; NOVAGOLD’s ability to deliver on its strategy with the Donlin Gold project; the success of the strategic mine plan for the Donlin Gold project; the success of the Donlin Gold community relations plan; the outcome of exploration drilling at the DonlinGoldprojectandthetimingthereof;thecompletionoftestworkandmodelingandthetimingthereof.Inaddition,any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements are not historical facts but instead represent the expectations of 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 expectations include failure to satisfy or waive the closing conditions relating to the transactionortheproposedpublicoffering;theneedtoobtainadditionalpermitsandgovernmentalapprovals;thetimingandlikelihood of obtaining and maintaining permits necessary to construct and operate; the need for additional financing to complete an updated feasibility study and to explore and develop properties and availability of financing in the debt and capital markets; disease pandemics; uncertainties involved in the interpretation of drill results and geological tests and the estimation of reserves and resources; changes in mineral production performance, exploitation and exploration successes; changes in national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in the United States or Canada; 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 with environmental and permit requirements, unanticipated variation in geologicalstructures,oregradesorrecoveryrates;unexpectedcostincreases,whichcouldincludesignificantincreasesinestimatedcapital and operating costs; fluctuations in metal prices and currency exchange rates; whether or when a positive construction decision will be made regarding the Donlin Gold project; and other risks and uncertainties disclosed in NOVAGOLD’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports and other documents filed by NOVAGOLD with applicable securities regulatoryauthoritiesfromtimetotime.CopiesofthesefilingsmaybeobtainedbyvisitingNOVAGOLD’swebsiteatwww.novagold.com,or the SEC’s website at www.sec.gov, or on SEDAR+ at www.sedarplus.ca.The forward-looking statements contained herein reflect the beliefs, opinions and projections of NOVAGOLD on the date the statements are made. NOVAGOLD assumes no obligation to update the forward-lookingstatementsofbeliefs,opinions,projections,orotherfactors,shouldtheychange,exceptasrequiredbylaw.
