Form 8-K NOVAGOLD RESOURCES INC For: May 19
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E-mailSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 14, 2015 (Date of earliest event reported)
NOVAGOLD RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
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British Columbia
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001-31913
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N/A
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification)
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Suite 720, 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2
(Address of principal executive offices) (Zip Code)
(604) 669-6227
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 14, 2015, NOVAGOLD RESOURCES INC. (the “Company”) held its 2015 Annual General Meeting of Shareholders (the “Annual Meeting”) at The Metropolitan Hotel in Vancouver, British Columbia, Canada. At the Annual Meeting, the Company’s shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 24, 2015:
Proposal 1:
The Company’s shareholders elected the following directors to hold office until the next annual meeting of shareholders or until a successor is elected or appointed:
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Name
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Votes For
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Withheld/Abstain
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Broker Non-Votes
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Sharon Dowdall
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205,593,376
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3,799,185
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60,617,274
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Dr. Marc Faber
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202,647,638
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6,744,924
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60,617,273
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Dr. Thomas Kaplan
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207,491,727
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1,900,835
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60,617,273
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Gregory Lang
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207,852,789
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1,539,773
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60,617,273
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Gillyeard Leathley
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184,965,109
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24,427,453
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60,617,273
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Igor Levental
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201,830,991
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7,561,571
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60,617,273
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Kalidas Madhavpeddi
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204,452,656
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4,939,905
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60,617,274
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Gerald McConnell
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191,880,649
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17,511,913
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60,617,273
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Clynton Nauman
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208,465,295
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927,267
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60,617,273
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Rick Van Nieuwenhuyse
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174,199,882
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35,192,680
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60,617,273
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Anthony Walsh
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205,501,809
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3,890,753
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60,617,273
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Proposal 2:
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the next annual meeting of the shareholders of the Company or until a successor is appointed and authorized the Company’s Board of Directors to fix their remuneration:
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Votes For
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Withheld/Abstain
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Broker Non-Votes
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268,233,570
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1,750,340
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0
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Proposal 3:
The Company’s shareholders approved a non-binding resolution approving the compensation of the Company’s “Named Executive Officers”:
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Votes For
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Votes Against
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Withheld/Abstain
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Broker Non-Votes
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187,942,611
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20,679,079
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744,945
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60,617,275
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Item 7.01 Regulation FD Disclosure
On May 19, 2015, the Company issued a press release announcing the election of directors and voting results from the Annual Meeting. The press release is attached hereto as Exhibit 99.1.
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
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Exhibit Number
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Description
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Press release, dated May 19, 2015 issued by NOVAGOLD RESOURCES INC. relating to
voting results from annual shareholder meeting
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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.
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Dated: May 19, 2015
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NOVAGOLD RESOURCES INC.
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By:
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/s/ David A. Ottewell
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David A. Ottewell
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Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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Press release, dated May 19, 2015 issued by NOVAGOLD RESOURCES INC. relating to
voting results from annual shareholder meeting
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Exhibit 99.1
u NYSE-MKT, TSX: NG
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NEWS RELEASE
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NOVAGOLD Announces Election of Directors and Voting Results from
2015 Annual Shareholder Meeting
May 19, 2015 - Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (TSX, NYSE-MKT: NG) is pleased to announce the detailed voting results on the items of business considered at its Annual General Meeting of Shareholders held on May 14, 2015 (the “Meeting”). A total of 270,009,835 or 84.95% of the Company’s issued and outstanding shares were represented at the Meeting. The following nominees, as listed in NOVAGOLD’s Management Information Circular, were re-elected as directors of the Company:
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Director
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Votes For
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%
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Withheld Votes
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%
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Sharon Dowdall
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205,593,376
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98.19
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3,799,185
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1.81
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Dr. Marc Faber
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202,647,638
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96.78
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6,744,924
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3.22
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Dr. Thomas Kaplan
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207,491,727
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99.09
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1,900,835
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0.91
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Gregory Lang
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207,852,789
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99.26
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1,539,773
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0.74
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Gillyeard Leathley
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184,965,109
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88.33
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24,427,453
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11.67
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Igor Levental
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201,830,991
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96.39
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7,561,571
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3.61
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Kalidas Madhavpeddi
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204,452,656
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97.64
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4,939,905
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2.36
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Gerald McConnell
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191,880,649
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91.64
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17,511,913
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8.36
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Clynton Nauman
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208,465,295
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99.56
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927,267
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0.44
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Rick Van Nieuwenhuyse
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174,199,882
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83.19
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35,192,680
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16.81
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Anthony Walsh
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205,501,809
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98.14
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3,890,753
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1.86
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The Company’s shareholders (the “Shareholders”) voted in favor of the non-binding advisory vote on Executive Compensation, also known as the “Say on Pay” resolution (187,942,611 or 89.77% voted “For”, 20,679,079 or 9.88% voted “Against” and 744,945 or 0.36% abstained from voting). Finally, NOVAGOLD is pleased to announce that the Shareholders have overwhelmingly approved the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Company (268,233,570 or 99.35% voted “For” and 1,750,340 or 0.65% abstained from voting) until the next annual meeting of Shareholders or until their successor is appointed, at a remuneration to be fixed by the Company’s directors.
Full details of all proposals are fully described in the Company’s Management Information Circular available on the Company’s website at www.novagold.com, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov and the detailed results of voting on each proposal are included in the Report of Voting Results filed on SEDAR and on EDGAR.
About NOVAGOLD
NOVAGOLD is a well-financed precious metals company engaged in the exploration and development of mineral properties in North America. Its flagship asset is the 50%-owned Donlin Gold project in Alaska, one of the safest jurisdictions in the world. With approximately 39,000,000 ounces of gold in the measured and indicated resource categories (541 million tonnes at an average grade of approximately 2.2 grams per tonne), Donlin Gold is regarded to be one of the largest, highest grade, and most prospective known gold deposits in the world. According to the Second Updated Feasibility Study (as defined below), once in production, Donlin Gold should average approximately 1,500,000 ounces of gold per year for the first five full years, followed by decades of more than one million ounces per year on a 100% basis. The Donlin Gold project has substantial exploration potential beyond the designed footprint which currently covers only three kilometers of an approximately eight-kilometer long gold-bearing trend. Current activities at Donlin Gold are focused on permitting, community outreach and workforce development in preparation for the construction and operation of this top tier asset. The Donlin Gold project commenced permitting in 2012, a clearly defined process expected to take approximately five years as per the Corps. NOVAGOLD also owns 50% of the Galore Creek copper-gold-silver project located in northern British Columbia. According to the 2011 Pre-Feasibility Study (as defined below), once in production, Galore Creek is expected to be the largest copper mine in Canada, a tier-one jurisdiction. NOVAGOLD is currently evaluating opportunities to sell all or a portion of its interest in Galore Creek and would apply the proceeds toward the development of Donlin Gold. NOVAGOLD is well positioned to stay the course and take Donlin Gold through permitting.
u www.novagold.com
Page | 1
Scientific and Technical Information
Scientific and technical information contained herein with respect to Donlin Gold is derived from the “Donlin Creek Gold Project Alaska, USA NI 43-101 Technical Report on Second Updated Feasibility Study” compiled by AMEC with an effective date of November 18, 2011, as amended January 20, 2012 (the “Second Updated Feasibility Study”). Kirk Hanson, P.E., Technical Director, Open Pit Mining, North America, (AMEC, Reno), and Gordon Seibel, R.M. SME, Principal Geologist, (AMEC, Reno) are the Qualified Persons responsible for the preparation of the independent technical report, each of whom are independent “qualified persons” as defined by NI 43-101.
Certain scientific and technical information contained herein with respect to Galore Creek is derived from the technical report entitled "Galore Creek Project British Columbia NI 43-101 Technical Report on Pre-Feasibility Study" dated effective July 27, 2011 (the "2011 Pre-Feasibility Study"). The Qualified Persons responsible for the preparation of the independent technical report are Greg Kulla, P. Geo., Principal Geologist (AMEC Americas Limited), and Jay Melnyk, P. Eng. (AMEC Americas Limited), each of whom are independent "qualified persons" as defined by NI 43-101.
NOVAGOLD Contact:
Mélanie Hennessey
Vice President, Corporate Communications
Erin O’Toole
Analyst, Investor Relations
604-669-6227 or 1-866-669-6227
Cautionary Note Regarding Forward-Looking Statements
This press 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. All statements, other than statements of historical fact, included herein including, without limitation, the timing of permitting and potential development of Donlin Gold, statements relating to NOVAGOLD’s future operating and financial performance, outlook, the planned technical studies at Galore Creek and its potential sale of all or part of NOVAGOLD’s interest are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. These forward-looking statements may include statements regarding the 2015 outlook; perceived merit of properties; anticipated permitting timeframes; exploration results and budgets; mineral reserves and resource estimates; work programs; capital expenditures; timelines; strategic plans; completion of transactions; market prices for precious and base metals; or other statements that are not statements of fact. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from NOVAGOLD’s expectations include the uncertainties involving the need to obtain permits and governmental approvals; the need for additional financing to explore and develop properties and availability of financing in the debt and capital markets; uncertainties involved in the interpretation of drilling results and geological tests and the estimation of reserves and resources; the need for continued cooperation with Barrick Gold Corporation and Teck Resources Limited for the continued exploration and development of the Donlin Gold and Galore Creek properties; 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, non-compliance with environmental and permit requirements, unanticipated variation in geological structures, ore grades or recovery rates; unexpected cost increases, which could include significant increases in estimated capital and operating costs; fluctuations in metal prices and currency exchange rates; and other risk and uncertainties disclosed in NOVAGOLD’s Annual Report filed on Form 10-K for the year-ended November 30, 2014 with the United States Securities and Exchange Commission and in other NOVAGOLD reports and documents filed with applicable securities regulatory authorities from time to time. NOVAGOLD’s forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. NOVAGOLD assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
u www.novagold.com
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Cautionary Note to United States Investors
This press release has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all resource and reserve estimates included in this press release have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101”) and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission ("SEC”), and resource and reserve information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term "resource” does not equate to the term "reserves”. Under U.S. standards, mineralization may not be classified as a "reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's disclosure standards normally do not permit the inclusion of information concerning "measured mineral resources”, "indicated mineral resources” or "inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute "reserves” by U.S. standards in documents filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. U.S. investors should also understand that "inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an "inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated "inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an "inferred mineral resource” exists or is economically or legally mineable. Disclosure of "contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves” by SEC standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of "reserves” are also not the same as those of the SEC, and reserves reported by NOVAGOLD in compliance with NI 43-101 may not qualify as "reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards.
u www.novagold.com
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