NOVAGOLD Announces Upsized Public Offering
NOVAGOLD RESOURCES INC. (“NOVAGOLD” or “the Company”) (NYSE American, TSX: NG) has recently priced an upsized offering of 47,850,000 common shares at $3.75 each. All shares in this public offering are being provided directly by NOVAGOLD. The Company has also granted underwriters a 30-day option to acquire up to **7,177,500 additional common shares** at the same public offering price. The expected gross proceeds from this upsized offering are around $179.4 million, assuming no additional shares are purchased under the underwriters’ option.
Funds Utilization from the Offering
The proceeds from this public offering will be utilized as part of NOVAGOLD's strategy to enhance its holdings. Specifically, the funds are earmarked for the acquisition of a 10% ownership interest in Donlin Gold LLC, a significant asset for NOVAGOLD. Additionally, any remaining funds will be allocated toward general corporate purposes, which may include updates to ongoing feasibility studies.
Engagement with Leading Financial Institutions
Several major investment firms are significantly involved in this public offering. Citigroup, RBC Capital Markets, BMO Capital Markets, and Canaccord Genuity are serving as joint book-running managers, demonstrating a strong commitment to supporting NOVAGOLD during this pivotal phase. Furthermore, National Bank of Canada Financial Markets, Scotiabank, and Morgan Stanley also contribute as joint book-running managers for the offering.
Private Placement to Major Shareholders
In tandem with the public offering, NOVAGOLD plans a private placement aiming to distribute **17,173,853 common shares** to select major shareholders at the same public offering price. This dual strategy enhances shareholder engagement and commitment to the Company's long-term vision.
SEC Registration and Compliance
A shelf registration statement on Form S-3 was filed with the Securities and Exchange Commission (SEC) on April 23, 2025, and it became effective immediately upon filing. A preliminary prospectus supplement detailing the terms of this public offering has also been registered with the SEC. A final prospectus supplement will follow and be accessible through SEC’s official site along with the accompanying prospectus.
Offer and Issuance Exemptions
The shares offered through the proposed private placement will not be registered under the U.S. Securities Act of 1933 and will be available solely to investors qualifying as accredited investors. These shares will also not be registered under Canadian securities laws, aiming to ensure compliance with necessary legal frameworks.
Understanding NOVAGOLD
NOVAGOLD is a key player in the precious metals sector, concentrating on the **Donlin Gold project**, strategically situated in Alaska, recognized for its safety in mining operations. The Donlin Gold project boasts one of the largest and highest-grade open-pit gold deposits, making it an exceptionally valuable asset for the Company.
Corporate Contacts for Further Information
For inquiries related to NOVAGOLD, you can reach out to the following contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Frank Gagnon
Manager, Investor Relations
604-669-6227 or 1-866-669-6227
www.novagold.com
Frequently Asked Questions
What is the purpose of NOVAGOLD's public offering?
The public offering aims to raise funds primarily for the acquisition of an additional interest in Donlin Gold LLC, as well as for general corporate purposes.
How many shares is NOVAGOLD offering?
NOVAGOLD is offering **47,850,000 common shares** at a price of **$3.75** each, with an option for underwriters to buy more shares.
Who are the joint managers for the offering?
The joint book-running managers include Citigroup, RBC Capital Markets, BMO Capital Markets, and Canaccord Genuity, along with National Bank of Canada Financial Markets, Scotiabank, and Morgan Stanley.
What is the expected gross revenue from this offering?
The gross proceeds are estimated to be approximately **$179.4 million** assuming no additional shares are purchased by the underwriters.
What is the significance of the Donlin Gold project?
The Donlin Gold project is regarded as one of the largest and highest-grade open-pit gold deposits globally, critical to NOVAGOLD's strategy for growth and investment.
