Amended Current Report Filing (8-k/a)
October 03 2018 - 4:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: July 25, 2018 (Date of
earliest event reported)
NOVAGOLD
RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
British Columbia
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001-31913
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N/A
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification)
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201 South Main, Suite 400, Salt Lake
City, Utah 84111
(Address of principal executive offices) (Zip Code)
(801) 639-0511
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2). Emerging growth 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. [ ]
Explanatory Note
The Company is filing this Amendment No.
2 to its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 30,
2018, as amended on August 2, 2018 (the “Amendment No. 2”), solely to provide, pursuant to the filing requirements
of Form 8-K, an updated copy of the SPA, filed hereto as Exhibit 99.3, as further described below.
Item 1.01 Entry into a Material Definitive Agreement
On July 25, 2018, NOVAGOLD RESOURCES INC.
(the “Company”), Newmont Mining Corporation (“Newmont”) and Newmont Canada FN Holdings ULC (“Newmont
Canada”) entered into a share purchase agreement (the “SPA”) whereby the Company agreed to sell to Newmont Canada
(i) all of its interests in its directly wholly-owned subsidiary, NovaGold Canada Inc. (“NovaGold Canada”), (ii) all
of its interests in its directly and indirectly wholly-owned subsidiary Copper Canyon Resources Ltd. (“CCR”) and (iii)
an intercompany receivable owing from NovaGold Canada to the Company in aggregate principal amount of approximately CAD$356,000,000
bearing interest at a rate of 5%
per annum
, for aggregate consideration of up to $275,000,000, subject to the terms and
conditions of the SPA.
On July 27, 2018 (the “Closing Date”),
the parties closed the transactions contemplated by the SPA.
As of closing, the Company, through NovaGold
Canada, owned 50% of the interests in the Galore Creek Partnership (“GCP”), which indirectly owned the Galore Creek
project (the “Galore Creek Project”) and a partial interest in CCR. As of closing, the Company also directly owned
the rest of the interests in CCR, which held the Copper Canyon property through a joint venture with the GCP. Thus, under the SPA,
the Company agreed to sell all of its interests in the Galore Creek Project and the Copper Canyon property to Newmont Canada.
Pursuant to the SPA, the aggregate consideration
of up to $275,000,000 consisted of:
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·
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$100,000,000, which was received at closing
on the Closing Date;
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·
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a promissory note in the amount of $75,000,000,
payable upon the earlier of (i) completion of a pre-feasibility study in respect of the Galore Creek Project by the GCP and (ii)
three years from the Closing Date;
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·
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a promissory note in the amount of $25,000,000,
payable upon the earlier of (i) completion of a feasibility study in respect of the Galore Creek Project by the GCP and (ii) five
years from the Closing Date; and
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·
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a promissory note in the amount of $75,000,000,
payable upon the earlier of (i) a final decision by the GCP (or its successor) to develop the Galore Creek Project and (ii) initiation
by the owner(s) of the Galore Creek Project of construction of a mine, mill or any related infrastructure for the Galore Creek
Project.
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Newmont also agreed to guarantee the obligations
of Newmont Canada pursuant to the terms, conditions and limitations set forth in the SPA.
In accordance with the SPA, at or prior
to closing, the Company received written confirmation from Teck Resources Limited (“Teck”), as successor in interest
to Teck Cominco Metals Ltd. (“Teck Cominco”) (i) regarding Teck’s waiver of its right of first refusal under
the Galore Creek Partnership General Partnership Agreement among the Company, NovaGold Canada, Teck Cominco, Galore Creek Mining
Corporation, and Teck Cominco Limited dated August 1, 2007, as amended from time to time (the “GCP GP Agreement”),
(ii) that each of the Company and NovaGold Canada is released from and has no additional or ongoing obligations under the contribution
agreement dated August 1, 2007 among the Company, NovaGold Canada, GCP, Teck Cominco, and Teck Cominco Limited, as amended from
time to time (the “Contribution Agreement”), (iii) no new cash call advances for the Galore Creek Project would be
made prior to closing, and (iv) it has no claims against the Company or NovaGold Canada under either the GCP GP Agreement or the
Contribution Agreement.
Additionally, in accordance with the SPA,
at or prior to closing, (i) Teck and Newmont Canada entered into an amended and restated general partnership agreement with respect
to the GCP, and (ii) Newmont or an affiliate assumed all obligations of the Company under the guarantees provided by the Company
pursuant to the GCP GP Agreement and (iii) Teck released the Company from all liability in connection with such obligations.
Each of the parties also made customary
representations, warranties, indemnities and covenants pursuant to the SPA.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information provided in Item 1.01 of
this Amendment No. 2 is incorporated by reference into this Item 2.01.
The description of the SPA contained herein
does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed
herewith as Exhibit 99.3 and is incorporated herein by reference. The Company is seeking confidential treatment for certain portions
of the SPA pursuant to a Confidential Treatment Request submitted to the SEC pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
The Company’s unaudited pro forma
condensed consolidated financial statements, giving effect to the sale of interests described herein, are attached hereto as Exhibit
99.4.
Item 7.01 Regulation FD Disclosure
On July 26, 2018, the Company issued a
press release entitled “NOVAGOLD Enters Agreement to Sell Its 50% Stake in Galore Creek to Newmont for up to $275 Million”,
furnished as Exhibit 99.1.
On July 27, 2018, the Company issued a
press release entitled “NOVAGOLD Announces Closing of Galore Creek Transaction”, furnished as Exhibit 99.2.
The information contained in each of the
press releases attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not
be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The Company’s unaudited pro forma condensed consolidated
financial statements, giving effect to the sale of interests described herein, filed as Exhibit 99.4.
(d) Exhibits
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*
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Confidential treatment has been requested 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.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 3, 2018
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NOVAGOLD RESOURCES INC.
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By:
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/s/ David A. Ottewell
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David A. Ottewell
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Vice President and Chief Financial Officer
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