As filed with the Securities and Exchange Commission on July ___, 2020

Registration No. 333-_______

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

NovaGold Resources Inc.

(Exact name of Registrant as specified in its charter)

 

British Columbia, Canada Not Applicable
(State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.)
   
201 South Main, Suite 400
Salt Lake City, Utah 84111
USA
(801) 639-0511
Address of Principal Executive Offices
 
2004 Stock Award Plan (as amended)  

2009 Performance Share Unit Plan (as amended)

2009 Non-Executive Director Deferred Share Unit Plan (as amended)

(Full titles of the plans)  
 
DL Services, Inc.
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104
(Name and address of agent for service)
(206) 903-8800
(Telephone number, including area code, of agent for service)
 
With a copy to
Kimberley R. Anderson
Dorsey & Whitney LLP
701 Fifth Avenue, Suite 6100  
Seattle, WA 98104  
(206) 903-8800
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ X ] Accelerated filer [  ]
Non-accelerated filer [  ] Emerging growth company [  ]
Smaller reporting company[  ]  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered Amount to
be Registered(1)
Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price Amount of
Registration
Fee
Common Shares, no par value(3) 16,760,475 US$9.12 US$152,855,532 US$19,841
         
Common Shares, no par value(4) 6,709,112 US$9.12 US$61,187,102 US$7,943
         
Common Shares, no par value(5) 280,382 US$9.12 US$2,557,084 US$332
         
Total 23,749,969   US $216,599,718 US$28,116

 

(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers any additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with the provisions of the plans. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the plan.
(2)The proposed maximum offering price per share and the registration fee were calculated in accordance with Rules 457(c) and 457(h) based on the average high and low prices for the Registrant’s common shares on July 1, 2020, as quoted on NYSE American LLC, which was US$9.12 per share.
(3)Common Shares, without par value, issuable pursuant to the Registrant’s 2004 Stock Award Plan (the “Plan”), as amended.
(4)Common Shares, without par value, issuable pursuant to the Registrant’s 2009 Performance Share Unit Plan (the “PSU Plan”), as amended.
(5)Common Shares, without par value, issuable pursuant to the Registrant’s 2009 Non-Executive Director Deferred Share Unit Plan (the “DSU Plan”), as amended.

 

 

EXPLANATORY NOTE

 

Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed by NOVAGOLD Resources Inc. (the “Registrant”) for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the Post-Effective Amendments to the Registration Statement on Form S-8 (File No. 333-197648) filed by the Registrant on July 25, 2014, the Post-Effective Amendments to the Registration Statement on Form S-8 (File Nos. 333-171630, 333-164083, 333-136493, 333-134871, 333-117370) filed by the Registrant on June 21, 2013, the Registration Statement on Form S-8 (File No. 333-171630) filed by the Registrant on January 10, 2011, the Registration Statement on Form S-8 (File No. 333-164083) filed by the Registrant on December 30, 2009, the Registration Statement on Form S-8 (File No. 333-136493) filed by the Registrant on August 10, 2006, the Registration Statement on Form S-8 (File No. 333-134871) filed by the Registrant on June 8, 2006 and the Registration Statement on Form S-8 (File No. 333-117370) filed by the Registrant on July 13, 2004, each as amended.

 

This Registration Statement is being filed to register an additional 16,760,475 shares of the Registrant’s common stock under the Plan, an additional 6,709,112 shares of the Registrant’s common stock under the PSU Plan, and an additional 280,382 shares of the Registrant’s common stock under the DSU Plan.

 

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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

Item 1. Plan Information.*

 

Item 2. Registrant Information and Employee Plan Annual Information.*

 

* The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

 

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

Exhibit Number Exhibit
4.1 2004 Stock Award Plan (as amended) (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement as filed on March 26, 2020)
4.2 2009 Performance Share Unit Plan (as amended) (incorporated by reference to Appendix C of the Registrant’s Definitive Proxy Statement as filed on March 26, 2020)
4.3 2009 Non-Executive Director Deferred Share Unit Plan (as amended) (incorporated by reference to Appendix E of the Registrant’s Definitive Proxy Statement as filed on March 26, 2020)
5.1 Opinion of Blake, Cassels & Graydon LLP
23.1 Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in signature page)

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SIGNATURES

 

The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah, on this 9th day of July, 2020.

 

  NOVAGOLD RESOURCES INC.
   
   
  By: /s/ Gregory A. Lang                                        
Name: Gregory A. Lang
Title: President and Chief Executive Officer

 

POWERS OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gregory A. Lang and David A. Ottewell or either of them as the undersigned’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto, and other documents in connection therewith to this Registration Statement and any related Registration Statements necessary to register additional securities and to file the same with exhibits thereto and other documents in connection therewith with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title Date
       
/s/ Gregory A. Lang    
Gregory A. Lang   President, Chief Executive Officer and
Director (Principal Executive Officer)
July 9, 2020
       
/s/ David A. Ottewell      
David A. Ottewell   Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
July 9, 2020
       
/s/ Thomas Kaplan      
Dr. Thomas Kaplan   Chairman of the Board of Directors July 9, 2020
       
/s/ Elaine Dorward-King      
Dr. Elaine Dorward-King   Director July 9, 2020
       

/s/ Sharon Dowdall

     
Sharon Dowdall   Director July 9, 2020
       
/s/ Diane Garrett      
Dr. Diane Garrett   Director July 9, 2020
       
/s/ Igor Levental      
Igor Levental   Director July 9, 2020
       
/s/ Kalidas Madhavpeddi      
Kalidas Madhavpeddi   Director July 9, 2020
       
/s/ Clynton Nauman      
Clynton Nauman   Director July 9, 2020
       
/s/ Ethan Schutt      
Ethan Schutt   Director July 9, 2020
       
/s/ Anthony Walsh      
Anthony Walsh   Director July 9, 2020
       

 

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Exhibit 5.1

 

 

   
July 9, 2020  
   
   
   
  Reference: 95346/1

NOVAGOLD RESOURCES INC.

Suite 720, 789 West Pender Street

Vancouver, BC V6C 1H2

 

 

 

 

RE: NOVAGOLD RESOURCES INC. – Registration Statement on Form S-8 (File No. 333-______)

 

Dear Sirs/Mesdames:

 

We have acted as British Columbia counsel for NOVAGOLD RESOURCES INC., a corporation continued under the laws of British Columbia (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), on a registration statement on Form S-8 (the “Registration Statement”) of: 16,760,475 common shares of the Company (the “Option Plan Shares”) of which are reserved for issuance pursuant to options granted or to be granted under or otherwise governed by the Company’s 2004 Stock Award Plan, as amended (the “Stock Award Plan”), 6,709,112 common shares of the Company (the “PSU Shares”) of which are issuable pursuant to the 2009 Performance Share Unit Plan, as amended (the “PSU Plan”) and 280,382 common shares of the Company (the “DSU Shares”) of which are issuable pursuant to the 2009 Non-Executive Director Deferred Share Unit Plan, as amended (the “DSU Plan”). This opinion is being delivered at your request.

 

For the purpose of this opinion we have reviewed such corporate records of the Company and such other documents as we have deemed appropriate to give this opinion.

 

We have assumed the genuineness of all signatures, the legal capacity of all individuals and the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies or facsimiles thereof, and the completeness and accuracy of the corporate records in our possession as of the date hereof.

 

Based upon and subject to the foregoing, we are of the opinion that:

 

(a)the Option Plan Shares have been duly authorized and when issued and paid for in accordance with the terms of the Stock Award Plan, will be validly issued, fully paid and non-assessable common shares in the capital of the Company;

 

(b)the PSU Shares have been duly authorized and when issued in accordance with the terms of the PSU Plan, will be validly issued, fully paid and non-assessable common shares in the capital of the Company; and

 

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(c)the DSU Shares have been duly authorized and when issued in accordance with the terms of the DSU Plan, will be validly issued, fully paid and non-assessable common shares in the capital of the Company.

 

The opinion expressed in this letter is subject to the following exceptions and qualifications:

 

(a)we do not express any opinion with respect to the laws of any jurisdiction other than British Columbia and the laws of Canada specifically applicable thereto and in our opinion assumes that the Shares were validly allotted in accordance with Nova Scotia law at the time of their original allotment; and

 

(b)our opinion is based on legislation and regulations in effect on the date hereof.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of person whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

 

Very truly yours,

 

 

 

/s/ Blake, Cassels & Graydon LLP

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of NovaGold Resources Inc. of our report dated January 22, 2020 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of NovaGold Resources Inc., included in NovaGold Resources Inc.’s Annual Report on Form 10-K for the year ended November 30, 2019.

 

 

Chartered Professional Accountants

 

/s/ PricewaterhouseCoopers LLP     

Vancouver, British Columbia

July 9, 2020