NOVAGOLD RESOURCES INC 8-K

What Happened

• NOVAGOLD Resources Inc. filed an 8-K on Feb 5, 2026 reporting the closing of a "bought deal" private placement. Under an Underwriting Agreement with BMO Nesbitt Burns, RBC Dominion Securities and Scotia Capital, the underwriters purchased 31,020,000 common shares at US$10.00 per share, generating US$310,200,000 in gross proceeds (including a 1,020,000 share partial exercise of the over-allotment option). The Company paid a 5.0% cash commission to the underwriters and issued a press release announcing the closing.

Key Details

• Offered shares: 31,020,000 common shares at US$10.00 each.
• Gross proceeds: US$310,200,000 (includes 1,020,000 shares from partial over-allotment).
• Underwriter commission: 5.0% of aggregate gross proceeds.
• Use of proceeds: expenditures for Donlin Gold activities, settlement of NOVAGOLD’s prepayment option on its promissory note with Barrick Mining Corporation, and general corporate purposes.
• Other terms: customary representations, indemnity to underwriters, and a restriction on NOVAGOLD offering securities until May 6, 2026.

Why It Matters

• This transaction meaningfully increases NOVAGOLD’s cash position (over $310M gross) to fund Donlin Gold-related activities and to settle a prepayment option with Barrick, which could affect the company’s near-term capital plan. The 5% underwriting fee, lock-up until May 6, 2026, and indemnity obligations are standard deal terms that investors should note when assessing dilution, liquidity, and timing of any future equity actions.