What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-01-26 compared with 2021-01-27 · 112 added, 107 removed, 328 unchanged (40% of the section changed)

16 unchanged sentences

NOVAGOLD RESOURCES INC.

PART III      

Item 10.     Directors, Executive Officers and Corporate Governance

Directors, Executive Officers and Corporate Governance

The information in our definitive Proxy Statement, filed pursuant to Regulation 14A promulgated under the Exchange Act for the 2022 Annual Meeting of Shareholders (the “2022 Proxy Statement”) regarding directors and executive officers and Section 16 reporting information appearing under the headings “Election of Directors”

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Information on our website is not deemed to be incorporated by reference into this Annual Report on Form 10-K.

Item 11.     Executive Compensation

Executive Compensation

The information appearing in our 2022 Proxy Statement under the headings.

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is incorporated by reference in this section.

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information appearing in our 2022 Proxy Statement under the heading “Security Ownership Of Certain Beneficial Owners And Management And Related Shareholder Matters”

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Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights (US$)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Number of securities to

be issued upon exercise

of options, warrants and rights

Weighted average

exercise price of

outstanding options,

warrants and rights

Number of securities

remaining available for

future issuance under equity compensation plans (excluding securities reflected

in column (a))

Equity compensation plans approved by security holders

Stock Award Plan

Equity compensation plans not approved by security holders

NOVAGOLD RESOURCES INC.

Item 13.     Certain Relationships and Related Transactions, and Director Independence

The options issued and outstanding represent approximately 2.59% of the Company’s Common Shares issued and outstanding as of November 30, 2021.

Of the 8,601,303 options issued and outstanding, 1,166,898 have a weighted average exercise price of C$7.03 and 7,434,405 have a weighted average exercise price of $5.42.

The number of options available for future issuance is a number equal to eight percent of the issued and outstanding Common Shares from time to time, less the number of outstanding options.

The 17,991,941 options available for future issuance represent 5.41% of the Company’s issued and outstanding Common Shares as of November 30, 2021.

Assumes vesting at 100% of PSU grant amount.

PSUs can vest anywhere from 0% to 150% of the PSU grant amount depending upon performance against established quantitative performance criteria.

The PSUs issued and outstanding represent approximately 0.48% of the Company’s Common Shares issued and outstanding as of November 30, 2021.

The number of PSUs available for future issuance is a number equal to three percent of the issued and outstanding Common Shares from time to time, less the number of outstanding PSUs.

The 8,389,366 PSUs available for future issuance represent 2.52% of the Company’s issued and outstanding Common Shares as of November 30, 2021.

The DSUs issued and outstanding represent approximately 0.09% of the Company’s Common Shares issued and outstanding as of November 30, 2021.

The number of DSUs available for future issuance is a number equal to one percent of the issued and outstanding Common Shares from time to time, less the number of outstanding DSUs.

The 3,017,834 DSUs available for future issuance represent 0.91% of the Company’s issued and outstanding Common Shares as of November 30, 2021.

NOVAGOLD RESOURCES INC.

Certain Relationships and Related Transactions, and Director Independence

The information appearing in our 2022 Proxy Statement under the heading “Interest Of Informed Persons In Material Transactions”, “Board of Directors”

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is incorporated herein by reference.

Item 14.     Principal Accountant Fees and Services

Principal Accountant Fees and Services

The information appearing in our 2022 Proxy Statement regarding Audit Fees, Audit-Related Fees, Tax Fees, All Other Fees and Audit Committee Pre-Approval Policies under the subheading “Appointment of Auditors”

1 unchanged sentence

NOVAGOLD RESOURCES INC.

PART IV      

Item 15.     Exhibits and Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

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Certificate of Continuance (British Columbia) dated June 10, 2013 (incorporated by reference to Exhibit 99.1 to the Form 6-K dated June 19, 2013)

Certificate of Discontinuance (Nova Scotia) dated June 10, 2013 (incorporated by reference to Exhibit 99.2 to the Form 6-K dated June 19, 2013)

Certificate of Discontinuance (Nova Scotia) dated June 10, 2013 (incorporated by reference to Exhibit 99.2 to the Form 6-K dated June 19, 2013)

Notice of Articles (British Columbia) dated June 10, 2013 (incorporated by reference to Exhibit 99.3 to the Form 6-K dated June 19, 2013)

Articles of NOVAGOLD RESOURCES INC.

dated June 20, 2013 (incorporated by reference to Exhibit 99.4 to the Form 6-K dated June 19, 2013)

NOVAGOLD RESOURCES INC.

Amended and Restated Articles of NOVAGOLD RESOURCES INC.

dated May 12,2021 (incorporated by reference to Appendix A to Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2021)

Description of Common Shares

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and NOVAGOLD Resources Alaska, Inc.

(incorporated by reference to Exhibit 10.2 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014) 

Limited Liability Company Agreement dated December 1, 2007 between Donlin Gold LLC, Barrick Gold U.S.

and NOVAGOLD Resources Alaska, Inc.

(incorporated by reference to Exhibit 10.8 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

(incorporated by reference to Exhibit 10.8 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

2004 Stock Award Plan of NOVAGOLD Resources Inc.

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NOVAGOLD Resources Inc.

2009 Non-Employee Directors Deferred Share Unit Plan (as amended) (incorporated by reference to Appendix E to Registrant’s definitive proxy statement, filed with the Securities and Exchange Commission on March 26, 2020)

2009 Non-Employee Directors Deferred Share Unit Plan (as amended) (incorporated by reference to Appendix E to Registrant’s definitive proxy statement, filed with the Securities and Exchange Commission on March 26, 2020)

Employment Agreement between the Registrant and Gregory A.

Lang dated January 9, 2012.

(incorporated by reference to Exhibit 10.15 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

(incorporated by reference to Exhibit 10.15 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

Employment Agreement between the Registrant’s wholly-owned subsidiary, NovaGold USA, Inc., and David Ottewell, dated September 10, 2012.

(incorporated by reference to Exhibit 10.17 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

(incorporated by reference to Exhibit 10.17 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

Amendment dated July 15, 2010 to Limited Liability Company Agreement dated December 1, 2007 between Donlin Gold LLC, Barrick Gold U.S.

and NOVAGOLD Resources Alaska, Inc.

(incorporated by reference to Exhibit 10.18 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

(incorporated by reference to Exhibit 10.18 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

Amendment dated June 1, 2011 to Limited Liability Company Agreement dated December 1, 2007 between Donlin Gold LLC, Barrick Gold U.S.

and NOVAGOLD Resources Alaska, Inc.

(incorporated by reference to Exhibit 10.19 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

Employment Agreement between the Registrant’s wholly-owned subsidiary, NOVAGOLD Resources Alaska, Inc., and Gregory A.

(incorporated by reference to Exhibit 10.19 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

Employment Agreement between the Registrant’s wholly-owned subsidiary, NOVAGOLD Resources Alaska, Inc., and Gregory A.

Lang, dated January 9, 2012.

(incorporated by reference to Exhibit 10.20 to Registrant’s Annual Report on Form 10-K for the year ended November 30, 2013, filed with the Securities and Exchange Commission on February 12, 2014)

Share Purchase Agreement, dated July 25, 2018, by and among NOVAGOLD RESOURCES INC., Newmont Mining Corporation and Newmont Canada FN Holdings ULC (incorporated by reference to Exhibit 99.3 of the Form 8-K/A, filed with the Securities and Exchange Commission on October 3, 2018)

Share Purchase Agreement, dated July 25, 2018, by and among NOVAGOLD RESOURCES INC., Newmont Mining Corporation and Newmont Canada FN Holdings ULC (incorporated by reference to Exhibit 99.3 of the Form 8-K/A, filed with the Securities and Exchange Commission on October 3, 2018)

Subsidiaries of the registrant

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Consent of Kirk Hanson

Consent of Wood Canada Limited 

Consent of Clifford Krall 

NOVAGOLD RESOURCES INC.

Consent of Henry Kim

Consent of Mike Woloschuk

Consent of Wood Canada Limited

Consent of Paul Chilson

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

S-K 1300 Technical Report Summary on the Donlin Gold Project, Alaska, USA

The following materials are filed herewith:

(i) Inline XBRL Instance, (ii) Inline XBRL Taxonomy Extension Schema, (iii) Inline XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) Inline XBRL Taxonomy Extension Definition.

Cover Page Interactive Data File –

The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Confidential treatment has been granted for certain portions of this Exhibit pursuant to Rule 24b-2 of the Exchange Act, which portions have been omitted and filed separately with the SEC

Item 16.     Form 10-K Summary

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Confidential treatment has been granted for certain portions of this Exhibit pursuant to Rule 24b-2 of the Exchange Act, which portions have been omitted and filed separately with the SEC

Form 10-K Summary

NOVAGOLD RESOURCES INC.

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/s/ Gregory A.

Lang                                                   

Gregory A.

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January 26, 2022

/s/ Ethan Schutt 

January 26, 2022

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Donlin Gold LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Donlin Gold LLC (the Company) as of November 30, 2020 and 2019, and the related statements of loss and comprehensive loss, cash flows and equity for each of the three years in the period ended November 30, 2020, including the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

(signed) PricewaterhouseCoopers LLP

To the Board of Directors of Donlin Gold LLC

We have audited the accompanying financial statements of Donlin Gold LLC, which comprise the balance sheets as of November 30, 2021 and November 30, 2020, and the related statements of loss and comprehensive loss, cash flows and equity for each of the three years in the period ended November 30, 2021.

Management ’

s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America;

this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors ’

Responsibility

Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Donlin Gold LLC as of November 30, 2021 and November 30, 2020, and the results of its operations and cash flows for each of the three years in the period ended November 30, 2021 then ended in accordance with accounting principles generally accepted in the Unites States of America.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, British Columbia, Canada

Vancouver, Canada

January 14, 2022

We have served as the Company's auditor since 2013.

DONLIN GOLD LLC

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General and administrative

Mineral property leases

Permitting and environmental

Mineral property leases

Community relations

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Operating activities:

Other adjustments

Changes in operating assets and liabilities:

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dollars in thousands)

Barrick contributions

NOVAGOLD contributions

Accumulated deficit

contributions

December 1, 2018

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Each of Barrick and NOVAGOLD own a 50% interest in the Company.

Donlin Gold LLC has a board of four directors, with two nominees selected by each company.

All significant decisions related to Donlin Gold LLC require the approval of both companies.

The Company currently depends on Barrick and NOVAGOLD for all of its funding and has received commitments from its shareholders that they will fund the Company for the next twelve months.

These financial statements have been prepared pursuant to Rule 3-09 of SEC Regulation S-X for inclusion in NOVAGOLD Resources Inc.’s 10-K, as the Company is an equity investee of NOVAGOLD Resources Alaska, Inc, a wholly owned subsidiary of NOVAGOLD Resources Inc.

The Company’s Board of Directors approved the Project's Updated Feasibility Study in July 2012.

The Company subsequently initiated the permitting process. 

Army Corps of Engineers (the “Corps”) issued the final Environmental Impact Study (EIS) on April 27, 2018.

On August 13, 2018, the Corps and the Bureau of Land Management (BLM) issued a joint Federal Record of Decision (ROD) for the Donlin Gold Project along with their respective federal permit authorizations. 

Several major State of Alaska permits have also issued, including the approval of the Donlin Gold Reclamation and Closure Plan, final Waste Management Permit, Water Discharge permit, Title 16 Fish Habitat permits for the mine area and right of way agreements with the State and BLM.

At the close of 2020, the water rights authorizations have completed their public notice process and the state pipeline right-of-way authorization has undergone a reconsideration request and also completed the public comment process. 

Several major State of Alaska permits have also been issued, including the approval of the Donlin Gold Reclamation and Closure Plan, final Waste Management Permit, Water Discharge permit, Title 16 Fish Habitat permits for the mine area and right of way agreements with the State and BLM. 

At the close of 2021, the water rights authorizations have been issued and are under administrative appeal to the Commissioner of Alaska Department of Natural Resources;

the state pipeline right-of-way reconsideration was completed and the right-of-way authorization re-issued and is under appeal to the State superior court;

the ADEC 401 Certification of the 404 permit is also under appeal in the State superior court. 

NOTE 2 –

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Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

DONLIN GOLD LLC

NOTES TO FINANCIAL STATEMENTS

dollars in thousands)

The Company reviews all contracts and determines if the arrangement represents or contains a lease, at inception.

Operating leases are included in Right of use assets and Lease obligations (current and long-term) in the Balance Sheets.

The Company does not have any finance leases.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company uses its estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments.

The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred.

The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Leases with a term of 12 months or less are not recorded on the balance sheet.

The Company’s lease agreements do not contain any residual value guarantees.

Mineral properties

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Mineral property exploration expenditures are expensed when incurred.

When it has been established that a mineral deposit is commercially mineable, an economic analysis has been completed in accordance with SEC Industry Guide 7 and permits are obtained, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized.

When it has been established that a mineral deposit is commercially mineable, an economic analysis has been completed and permits are obtained, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized.

Capitalized costs will be amortized following commencement of commercial production using the unit of production method over the estimated life of proven and probable reserves.

DONLIN GOLD LLC

NOTES TO FINANCIAL STATEMENTS

dollars in thousands)

Asset retirement obligations

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It is possible that material changes could occur that may adversely affect management’s estimates.

DONLIN GOLD LLC

NOTES TO FINANCIAL STATEMENTS

dollars in thousands)

Cash and cash equivalents

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Recently adopted accounting pronouncements

In February 2016, Accounting Standards Update (“ASU”) No.

2016-02 was issued which, together with subsequent amendments, is included in ASC 842, Leases.

The standard was issued to increase transparency and comparability among organizations by requiring the recognition of right-of-use ("ROU") assets and lease liabilities on the balance sheet for all leases with an initial term greater than one year.

Certain qualitative and quantitative disclosures are also required.

DONLIN GOLD LLC

NOTES TO FINANCIAL STATEMENTS

dollars in thousands)

On December 1, 2019, the Company adopted this standard using the modified retrospective approach with the effective date as of the date of initial application.

Consequently, results for the year ended November 30, 2020 are presented under ASC Topic 842.

No prior period amounts were adjusted and continue to be reported in accordance with previous lease guidance, ASC Topic 840, Leases.

All leases were reassessed under the new standard including lease identification, lease classification, and initial direct costs in relation to its leases in effect as of December 1, 2019.

The Company also elected the practical expedients allowing:

i) the use of hindsight in determining the lease term and assessing impairment of ROU assets based on all facts and circumstances through the effective date of the new standard;

ii) the short-term lease recognition exemption whereby ROU assets and lease liabilities will not be recognized for leasing arrangements with terms less than one year;

and iii) to combine lease and non-lease components and expense variable payments as rent/lease expense in the period incurred.

Adoption of the standard did not have an impact on the Company’s Balance Sheets, results from operations or cash flows.

For required qualitative and quantitative disclosures related to leasing arrangements beginning in the period of adoption, see note 3.

Changes to the Company’s accounting policy as a result of adoption are discussed below.

The Company reviews all contracts and determines if the arrangement represents or contains a lease, at inception.

Operating leases are included in 

Right of use assets and Lease obligations ( current and long-term ) in the Balance Sheets. The Company does not have any finance leases.

ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company uses its estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments.

The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred.

The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Leases with a term of 12 months or less are not recorded on the balance sheet.

The Company’s lease agreements do not contain any residual value guarantees.

Recently issued accounting pronouncements

Fair Value Disclosure Requirements

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2018-13 was issued to modify and enhance the disclosure requirements for fair value measurements.

This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. 

Adoption of this guidance is not expected to significantly impact the Company’s financial statements and note disclosures.

The Company adopted this guidance on December 1, 2020.

Adoption of this guidance did not impact the Company’s note disclosures.

NOTE 3 –

On January 1, 2020, the Company recorded a new operating lease obligation of $480 arising from obtaining ROU assets.

The Company leased office space under a non-cancelable operating lease with an original lease terms of 3.25 years.

The Company leases office space under a non-cancelable operating lease with an original lease term of 3.25 years.

The lease requires monthly lease payments that are subject to annual increases throughout the lease term.

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The Company also leases land, however, since the non-cancelable lease terms do not exceed 12 months, these are quantified below as short-term leases and are not recorded in the Balance Sheets.

DONLIN GOLD LLC

NOTES TO FINANCIAL STATEMENTS

dollars in thousands)

The Company performed evaluations of its contracts and determined its identified leases are operating leases and short-term leases. 

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imputed interest

DONLIN GOLD LLC

NOTES TO FINANCIAL STATEMENTS

dollars in thousands)

Other information regarding leases for the year ended November 30, 2021 includes the following:

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As such, mineral property includes the historic acquisition cost as the partners’

initial contribution to the Company.

DONLIN GOLD LLC

NOTES TO FINANCIAL STATEMENTS

dollars in thousands)

initial contribution to the Company.  

NOTE 6 –

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The Barrick amounts are included in General and Administrative expense.

The Company received engineering and administrative services from NOVAGOLD for $nil in 2020, $nil in 2019, $658 in 2018. 

The NOVAGOLD amount is included in Drilling, studies and engineering expense.

The Company has accounts payable to Barrick at November 30, 2021 of $191 (2020:

$171) for reimbursement of management and administrative services.

The Company has accounts payable to NOVAGOLD at November 30, 2020 of $6 (2019:

NOTE 7 –

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Significant reclamation and closure activities include rehabilitation and decommissioning of the camp and drill sites.

Although the ultimate amount or timing of reclamation costs cannot be predicted with certainty, the estimated discounted cash flows required to settle the Company’s obligations for work undertaken at the site to date is $1,230.

During the year, the reclamation model was updated resulting in a change in cash flows of ($154). 

During the year, the discounted reclamation cost estimate was accreted resulting in a change in the estimated discounted cash flows of $80. 

The estimated cash flows are assumed to commence in five years from the balance sheet date. 

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures