6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2010

Commission File Number: 001-31913

NOVAGOLD RESOURCES INC.
(Translation of registrant's name into English)

Suite 2300 – 200 Granville Street, PO Box 24
Vancouver, BC Canada V6C 1S4
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[] Form 20-F   [ x ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

SUBMITTED HEREWITH

Exhibits

99.1 Material Change Report dated March 4, 2010

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, thereunto duly authorized.

	NovaGold Resources Inc.
	(Registrant)
Date: March 5, 2010	By:	/s/ Rhylin Bailie
		Rhylin Bailie
	Title:	Manager, Corporate & Investor Relations

EX-99.1

Form 51-102F3
MATERIAL CHANGE REPORT

Item 1.	Name and Address of Reporting Issuer
	NovaGold Resources Inc. (“NovaGold” or the “Company”)
	Suite 2300
	200 Granville Street
	Vancouver, BC V6C 1S4
Item 2.	Date of Material Change
	March 4, 2010
Item 3.	News Release
	A press release announcing the material changes referred to in this report was disseminated by Marketwire on March 4, 2010 and filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Item 4.	Summary of Material Change
	On March 4, 2010, NovaGold announced that it has entered into an agreement with Paulson & Co. Inc. (“Paulson”), on behalf of several investment funds managed by Paulson, to issue and sell 18,181,818 common shares of the Company at a price of US$5.50 per common share for gross proceeds of US$99,999,999.
Item 5.	5.1 - Full Description of Material Change
	On March 4, 2010, NovaGold announced that it has entered into an agreement with Paulson & Co. Inc. (“Paulson”), on behalf of several investment funds managed by Paulson, to issue and sell 18,181,818 common shares of the Company at a price of US$5.50 per common share for gross proceeds of US$99,999,999 (the “Offering”).
	The Company intends to use the net proceeds from the Offering to fund general exploration and development on the Company’s advanced properties including Donlin Creek, Galore Creek and Rock Creek, its early-stage Ambler property, and for general corporate purposes, including funding potential future acquisitions. Closing of the Offering is expected to occur on or about March 9, 2010, and is subject to certain conditions, including the approval of the Toronto Stock Exchange and the NYSE Amex LLC.
	The Offering, which is non-brokered, is being made under a prospectus supplement (the “Supplement”) to the Company’s base shelf prospectus dated December 30, 2009 (the “Shelf Prospectus”). NovaGold has filed the Shelf Prospectus with certain Canadian securities regulatory authorities and a registration statement with the United States Securities and Exchange Commission. NovaGold has filed the Supplement with the British Columbia Securities Commission which contains additional information about the Offering.

2

	5.2 - Disclosure for Restructuring Transactions
	None.
Item 6.	Reliance on subsection 7.1(2) and (3) of National Instrument 51-102
	Not applicable.
Item 7.	Omitted Information
	Not applicable.
Item 8.	Executive Officer
	The following senior officer of NovaGold is knowledgeable about the material change and may be contacted by any of the Securities Commissions with respect to the change:
	Robert J. (Don) MacDonald
	Telephone: (604) 669-6227
	Fax: (604) 669-6272
Item 9.	Date of Report
	March 5, 2010