NOVAGOLD Prices $179 Million Underwritten Upsized Public Offering of Common Shares

Core Viewpoint - NOVAGOLD Resources Inc. has announced a public upsized offering of 47,850,000 common shares at a price of $3.75 per share, aiming to raise approximately $179.4 million in gross proceeds to fund the acquisition of an additional 10% ownership interest in Donlin Gold LLC and for general corporate purposes [1][2]. Group 1: Offering Details - The public offering consists of 47,850,000 common shares priced at $3.75 each, with an option for underwriters to purchase an additional 7,177,500 shares [1]. - The gross proceeds from the offering are expected to be around $179.4 million, assuming no additional shares are purchased by underwriters [1]. - The offering is being managed by Citigroup, RBC Capital Markets, BMO Capital Markets, and Canaccord Genuity, among others [3]. Group 2: Use of Proceeds - The net proceeds from the public offering and a concurrent private placement of 17,173,853 common shares will be used to fund the purchase price for a 10% interest in Donlin Gold LLC and for general corporate purposes, including updating the feasibility study [2]. Group 3: Regulatory and Compliance Information - A shelf registration statement on Form S-3 was filed with the SEC on April 23, 2025, and became effective upon filing [4]. - The shares from the private placement will not be registered under the U.S. Securities Act and will be issued to accredited investors under exemptions from certain Canadian securities laws [5]. Group 4: Company Background - NOVAGOLD is focused on developing the Donlin Gold project, which is considered one of the largest and highest-grade open-pit gold deposits globally, located in Alaska [7]. Group 5: Recent Acquisition - On April 22, 2025, NOVAGOLD announced an agreement to acquire Barrick Gold Corporation's 50% interest in Donlin Gold LLC for $1 billion in cash [11].