---
schema_version: "secwatch.filing_event.v1"
accession: "0001171843-26-000655"
form_type: "8-K"
ticker: "NG"
cik: "0001173420"
company_name: "NOVAGOLD RESOURCES INC"
filed_at: "2026-02-05T23:59:59+00:00"
generated_at: "2026-05-16T04:18:07.996487+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# NOVAGOLD closes upsized bought deal private placement for US$310M gross proceeds

## Summary
- Issued 31.02M common shares at US$10.00 each for gross proceeds of US$310.2M, including partial over-allotment exercise.
- Two cornerstone investors participated; BMO, RBC, and Scotia acted as underwriters with a 5% cash commission.
- Net proceeds earmarked for Donlin Gold activities, settlement of Barrick promissory note prepayment option, and general corporate purposes.
- Shares placed via exemptions, subject to 6-month hold period under Canadian securities laws.
- Offering closed on February 5, 2026; shares trade on NYSE American and TSX under ticker NG.

## SEC filing metadata
- accession: 0001171843-26-000655
- form_type: 8-K
- ticker: NG
- cik: 0001173420
- company_name: NOVAGOLD RESOURCES INC
- filed_at: 2026-02-05T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1173420/000117184326000655/0001171843-26-000655-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1173420/000117184326000655/f8k_020526.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001171843-26-000655
- JSON: https://secwatch.observer/filing/0001171843-26-000655.json
- Plain text: https://secwatch.observer/filing/0001171843-26-000655.txt

## Key facts
- Material Agreements
  NOVAGOLD RESOURCES INC entered into Subscription Agreements with investors valued at Investors acquired the Offered Shares that were previously sold to the Underwriters (effective 2026-02-05).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: investors
  - Value: Investors acquired the Offered Shares that were previously sold to the Underwriters
  - Effective: 2026-02-05
  source text: On February 5, 2026, the Company entered into a series of substantially similar subscription agreements (collectively, the "Subscription Agreements") pursuant to which such investors acquired the Offered Shares that were previously sold to the Underwriters.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1173420/000117184326000655/0001171843-26-000655-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.