
August 11, 2025
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: |
NOVAGOLD Resources Inc. |
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Request for Withdrawal |
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Registration Statement on Form S-3 (File No. 333-288407) |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), NOVAGOLD Resources Inc. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission
(the “Commission”) consent to the withdrawal of the Company’s Registration Statement on Form S-3 (File No. 333-288407),
together with the exhibits thereto, which was filed on June 30, 2025 (the “Registration Statement”), as of the date hereof
or at the earliest practicable date hereafter.
The Company is requesting the withdrawal of the Registration Statement because the Company became
aware of the fact that it did not satisfy the registrant requirements under general instruction I.A.3(b) of Form S-3 due to a late Current
Report on Form 8-K, filed July 22, 2025. No securities were sold in connection with the offering contemplated in the Registration Statement.
The Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees
paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
If you have any questions regarding this request, please contact Kimberley Anderson, Dorsey
& Whitney LLP, at (206) 903-8803.
Very truly yours,
/s/ Peter Adamek
Peter Adamek
Vice President & Chief Financial Officer
cc: Kimberley Anderson, Dorsey & Whitney LLP
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NovaGold Resources Inc.
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www.novagold.com
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201 South Main Street, Suite 400, Salt Lake City, UT 84111
T 801-639-0511
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nyse,
tsx: NG
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