SEC Comment Letter for NOVAGOLD RESOURCES INC (NG) (CIK 0001173420) (NG) — Oct 16, 2014
NOVAGOLD RESOURCES INC (NG) (CIK 0001173420)
Date: Oct. 16, 2014 · CIK: 0001173420 · Accession: 0000000000-14-051547
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October 15, 2014
Via E -mail
Mr. Gregory A. Lang
Chief Executive Officer
NovaGold Resources Inc.
789 West Pender Street , Suite 720
Vancouver, BC , V6C 1H2
Canada
Re: NovaGold Resources Inc.
Form 10 -K for the Fiscal Year Ended November 30, 2013
Filed February 12, 2014
Amendment No. 1 to Form 10 -K
for the Fiscal Year Ended November 30, 2013
Filed March 27, 2014
File No. 001 -31913
Dear Mr. Lang :
We have reviewed your filing s and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filings, by
providing the requested information , or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances, or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendments to your filings and the information you provide in
response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year Ended November 30, 2013
Notes to Conso lidated Financial Stateme nts, page 75
Note 2 – Summary of Significant Accounting Policies, page 75
Investments in Aff iliates, page 76
1. We note the financial statements of Galore Creek Partnership are prepared in accordance
with IFRS as issued by the IASB and in Canadian Dollars. Please confirm that in
accounting for your equity method investment in Galore Creek Partnership that you
convert the results into US GAAP and your functional currency. Please also consider
expanding your policy disclosure accordingly.
Mr. Gregory A. Lang
NovaGold Resources Inc.
October 15, 2014
Page 2
Amendment No . 1 to Form 10 -K for the Fiscal Year Ended November 30, 2013
Exhibits and Financial Statement Schedules, p age 41
2. We note you have not included certifications from your principal executive and principal
financial officers. Please amend your filing to include the certifications required by
paragraphs (a) and (b) of Exchange Act Rule 13a-14. Please also refer to Item
601(b)(31) and (32) of Regulation S -K and Exchange Act Rules Compliance and
Disclosure Interpretation Question 161.01, which can be found on our website at:
http://www.sec.gov/divisions/corpfin/guidance/exchangeactrules -interps.htm .
We urge all p ersons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its man agement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
You may contact James Giugliano at (202) 551 -3319, or Angela Halac at (202) 551 -
3398, if you have questions regarding comments on the financial statements and related matters.
Sincerely,
/s/Tia L. Jenkins
Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining