M&A - NOVAGOLD RESOURCES INC

Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Acquisition

Type: New

Accession Number: 000117184325003649

Filing Summary: On June 3, 2025, NOVAGOLD Resources Inc. and Paulson Advantage Plus Master Ltd. completed the acquisition of a 50% interest in Donlin Gold LLC from Barrick Gold Corporation. This acquisition was pursuant to a Membership Interest Purchase Agreement dated April 22, 2025, which allowed NOVAGOLD to increase its ownership stake in Donlin Gold to 60% by acquiring an additional 10% for $200 million. Paulson acquired the remaining 40% interest for $800 million. Following the acquisition, an amended and restated limited liability company agreement was established to ensure equal governance rights between NOVAGOLD and Paulson. Additionally, the existing promissory note to Barrick Gold was amended, allowing for modified security arrangements and stipulating a principal amount owed of $158.9 million. A press release detailing the acquisition was issued by NOVAGOLD on the same day.

Form Type: 424B5

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000117184325002990

Filing Summary: NOVAGOLD RESOURCES INC. is offering 47,850,000 common shares at a public offering price of $3.75 per share, aiming to raise approximately $179.4 million. The last reported sale price was $4.21 on the NYSE American. The company plans a Concurrent Private Placement of 17,173,853 shares, raising approximately $64.4 million, aimed at funding its share of the $1 billion acquisition of Barrick Gold's 50% interest in Donlin Gold LLC. This acquisition increases NOVAGOLD's ownership from 50% to 60%. The offering is not contingent on the closing of the private placement. The document outlines risks and the use of proceeds, confirming the net proceeds will primarily be allocated towards funding this acquisition and other corporate purposes. The anticipated closing date for the private placement is expected to align with the public offering date, around May 9, 2025.

Form Type: 424B5

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000117184325002843

Filing Summary: On May 7, 2025, NOVAGOLD RESOURCES INC. filed a preliminary prospectus supplement announcing the offering of 43,500,000 common shares. The company aims to use the net proceeds from this offering to fund its part of a $1 billion acquisition of Barrick Gold's 50% interest in the Donlin Gold LLC, which it has entered into an agreement to purchase. As part of the acquisition, NOVAGOLD will enhance its ownership from 50% to 60%. The company has also secured a concurrent private placement for at least 16,500,000 shares, set to close around the same time or soon after this public offering. There are substantial risks associated with this investment, primarily linked to the gold mining industry and market conditions. The company is incorporating a backstop agreement to ensure financing for the acquisition, with potential additional share offerings, details of underwriting, and conditions for the acquisitions outlined in the document. The prospectus emphasizes the importance of understanding the risks before investing.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Acquisition

Type: New

Accession Number: 000117184325002362

Filing Summary: On April 22, 2025, NOVAGOLD RESOURCES INC. announced a significant transaction involving the acquisition of 50% of the Donlin Gold Project from Barrick in a deal valued at $1 billion, in collaboration with Paulson Advisers. A press release detailing this announcement was issued and is attached as Exhibit 99.1. The company will conduct a conference call and webcast to discuss this transaction, scheduled for April 22, 2025, at 6:00 am PT (9:00 am ET). The corporate presentation related to the transaction is set to be available on NOVAGOLD’s website prior to the call. The document emphasizes that the information in the press release is being furnished and should not be considered filed under the Securities Exchange Act of 1934, nor incorporated by reference into any future filings under the Securities Act.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Acquisition

Type: New

Accession Number: 000117184325002363

Filing Summary: On April 22, 2025, NOVAGOLD Resources Inc. entered into a definitive agreement with Barrick Gold Corporation to acquire Barrick's 50% interest in Donlin Gold LLC for $1.0 billion in cash. This acquisition will increase NOVAGOLD's ownership interest in Donlin Gold LLC from 50% to 60%, while Paulson Advisers LLC will hold the remaining 40%. Financing for NOVAGOLD's portion of the acquisition includes commitments from Electrum Strategic Resources L.P., Paulson Advantage Plus Master Ltd., and Kopernik Global Investors, LLC, totaling up to $170 million in common shares at $3.00 per share, with $30 million coming from NOVAGOLD's cash reserves. The Backstop Agreement also involves issuing warrants to the investors for an aggregate of 25.5 million common shares at the same exercise price of $3.00. The deal is expected to close in the second quarter of 2025 and includes several agreements covering various operational aspects following the acquisition.