NOVAGOLD Announces Full Exercise and Closing of Underwriters’ Option

Rhea-AI Summary

NOVAGOLD Resources announced the full exercise and closing of the underwriters' option to purchase an additional 7,177,500 common shares at $3.75 per share. Combined with the previous offering, the total shares sold increased to 55,027,500, generating net proceeds of approximately $195.2 million after deducting underwriting discounts and expenses. The additional $25.6 million from the option exercise will be used for general corporate purposes, including expenses for updating the Donlin Gold Feasibility Study. The offering was managed by multiple financial institutions including Citigroup, RBC Capital Markets, BMO Capital Markets, and others. The offering was conducted under a shelf registration statement filed with the SEC on April 23, 2025.

Positive

• Successfully raised $195.2 million in total net proceeds through share offering
• Full exercise of underwriters' option demonstrates strong institutional interest
• Funds will support the important update of Donlin Gold Feasibility Study

Negative

• Significant shareholder dilution with 55,027,500 new shares issued
• Share offering price of $3.75 represents a discount to market price
• Additional capital raise suggests company needs external funding for operations

Insights

Financial Analyst

NOVAGOLD secures $195.2M through fully exercised share offering, strengthening position while causing significant shareholder dilution.

NOVAGOLD has successfully completed a substantial capital raise with the full exercise of the underwriters' option, bringing total proceeds to $195.2 million after deducting costs. The offering consisted of 55,027,500 common shares priced at $3.75 per share, with the underwriters' option accounting for an additional 7,177,500 shares generating approximately $25.6 million.

This financing significantly bolsters the company's balance sheet but comes at the cost of notable dilution for existing shareholders. At the $3.75 offering price, which likely represents a discount to the trading price prior to the announcement, the company has increased its outstanding share count substantially.

The stated use of proceeds focuses on general corporate purposes and funding the Donlin Gold Feasibility Study update. This signals the company's continued commitment to advancing its flagship gold project, which is one of the largest undeveloped gold deposits globally. The feasibility study update is a critical milestone that will refine project economics and potentially de-risk development.

The involvement of multiple major financial institutions as joint book-running managers - including Citigroup, RBC Capital Markets, BMO Capital Markets, and others - indicates strong institutional support for the offering. This backing from prominent financial institutions suggests confidence in NOVAGOLD's business model and the Donlin Gold project's potential, despite the current dilutive impact on shareholders.

All amounts are in U.S. dollars unless otherwise stated

VANCOUVER, British Columbia, June 05, 2025 (GLOBE NEWSWIRE) -- NOVAGOLD RESOURCES INC. (“NOVAGOLD” or “the Company”) (NYSE American, TSX: NG) announces the full exercise and closing of the underwriters’ option to purchase an additional 7,177,500 of our common shares at the public offering price of $3.75 per common share, less underwriting discounts and offering expenses. The exercise of the underwriters’ option closed today.

After giving effect to the full exercise of the underwriters’ option, the total number of common shares sold by the Company in the public offering increased to 55,027,500 common shares and the net proceeds increased to approximately US$195.2 million, after deducting the underwriting discount and offering expenses.

NOVAGOLD intends to use the net proceeds from the exercise of the underwriters’ option of approximately $25.6 million for general corporate purposes, including covering its share of expenses associated with updating the Donlin Gold Feasibility Study.

Citigroup, RBC Capital Markets, BMO Capital Markets and Canaccord Genuity acted as joint book-running managers for the public offering. National Bank of Canada Financial Markets, Scotiabank and Morgan Stanley also acted as joint book-running managers for the public offering.

A shelf registration statement on Form S-3 relating to the offered common shares was filed with the Securities and Exchange Commission (SEC) on April 23, 2025 and automatically became effective upon filing. The final prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from the joint book-running managers: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831- 9146; and RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at (877) 822-4089, or by email to equityprospectus@rbccm.com; and BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036 by email to bmoprospectus@bmo.com. You may also obtain these documents free of charge by visiting the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in Canada or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About NOVAGOLD

NOVAGOLD is a precious metals company focused on the development of the Donlin Gold project. Located in Alaska, one of the safest mining jurisdictions in the world, the Donlin Gold project is regarded as one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world.

NOVAGOLD Contacts:

Mélanie Hennessey
Vice President, Corporate Communications

Frank Gagnon
Manager, Investor Relations

604-669-6227 or 1-866-669-6227
www.novagold.com

Cautionary Note Regarding Forward-Looking Statements

This media 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. Forward-looking statements include future-oriented financial information or financial outlook within the meaning of securities laws, including information regarding the use of proceeds from the exercise of the underwriter option. Such information is intended to assist readers in understanding NOVAGOLD’s current expectations and plans relating to the future. Such information may not be appropriate for other purposes. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “continue”, “ongoing”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, “would” or “should” occur or be achieved. Forward-looking statements are necessarily based on several opinions, estimates and assumptions that management of NOVAGOLD considered appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, included herein are forward-looking statements. These forward-looking statements include statements regarding the anticipated timing of certain judicial and/or administrative decisions; the 2025 outlook; the timing and potential for commencing a new feasibility study on the Donlin Gold project; the results of future feasibility studies; our goals and expenditures for 2025; ongoing support provided to key stakeholders including Native Corporation partners; Donlin Gold’s continued support for the state and federal permitting process; sufficiency of working capital; the potential development and construction of the Donlin Gold project; the timing and ability for the Donlin Gold project to hit critical milestones; the ability for the Tier One gold development project to hit the anticipated projections; the sufficiency of funds to continue to advance development of Donlin Gold, including to a construction decision; perceived merit of properties; mineral reserve and mineral resource estimates; Donlin Gold’s ability to secure the permits needed to construct and operate the Donlin Gold project in a timely manner, if at all; legal challenges to Donlin Gold’s existing permits and the timing of decisions in those challenges; whether the Donlin Gold LLC board will continue to advance the Donlin Gold project safely, socially responsibly and to sustainably generate value for our stakeholders; continued cooperation between the owners of Donlin Gold LLC to advance the project; NOVAGOLD’s ability to deliver on its strategy with the Donlin Gold project; the success of the strategic mine plan for the Donlin Gold project; the success of the Donlin Gold community relations plan; the outcome of exploration drilling at the Donlin Gold project and the timing thereof; the completion of test work and modeling and the timing thereof. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements are not historical facts but instead represent the expectations of NOVAGOLD management’s estimates and projections regarding future events or circumstances on the date the statements are made. Important factors that could cause actual results to differ materially from expectations include failure to satisfy or waive the closing conditions relating to the transaction or the proposed public offering; the need to obtain additional permits and governmental approvals; the timing and likelihood of obtaining and maintaining permits necessary to construct and operate; the need for additional financing to complete an updated feasibility study and to explore and develop properties and availability of financing in the debt and capital markets; disease pandemics; uncertainties involved in the interpretation of drill results and geological tests and the estimation of reserves and resources; changes in mineral production performance, exploitation and exploration successes; changes in national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in the United States or Canada; 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, disease pandemics, 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; whether or when a positive construction decision will be made regarding the Donlin Gold project; and other risks and uncertainties disclosed in NOVAGOLD’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports and other documents filed by NOVAGOLD with applicable securities regulatory authorities from time to time. Copies of these filings may be obtained by visiting NOVAGOLD’s website at www.novagold.com, or the SEC’s website at www.sec.gov, or on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained herein reflect the beliefs, opinions and projections of NOVAGOLD 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.

FAQ

How much money did NOVAGOLD (NG) raise in their 2025 share offering?

NOVAGOLD raised approximately $195.2 million in net proceeds after the full exercise of the underwriters' option, selling a total of 55,027,500 common shares at $3.75 per share.

What is the purpose of NOVAGOLD's 2025 capital raise?

The proceeds will be used for general corporate purposes, with specific focus on covering expenses associated with updating the Donlin Gold Feasibility Study.

Who were the underwriters for NOVAGOLD's 2025 share offering?

The joint book-running managers included Citigroup, RBC Capital Markets, BMO Capital Markets, Canaccord Genuity, National Bank of Canada Financial Markets, Scotiabank, and Morgan Stanley.

What was the price per share for NOVAGOLD's 2025 offering?

NOVAGOLD's shares were offered at $3.75 per common share.

How many additional shares were issued through the underwriters' option?

The underwriters' option resulted in an additional 7,177,500 common shares being issued.