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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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NOVAGOLD Resources Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
(CUSIP Number) |
Electrum Strategic Resources 600 Fifth Ave., 24th Fl. New York, NY, 10020 (646) 365-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/21/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Electrum Strategic Resources L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,277,813.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
The Electrum Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,277,813.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Electrum Global Holdings L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,277,813.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
TEG Global GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,277,813.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Leopard Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,277,813.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
GRAT Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
104,564,790.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Thomas S. Kaplan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
104,891,035.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
NOVAGOLD Resources Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
201 South Main Street, Suite 400, Salt Lake City,
UTAH
, 84111. | |
Item 1 Comment:
This Amendment No. 11 (this "Amendment") amends the Schedule 13D (as amended, the "Schedule 13D") filed by Electrum Strategic Resources L.P. (formerly Electrum Strategic Resources LLC) ("Electrum Strategic") on February 2, 2009, as amended by (i) Amendment No. 1 to the Schedule 13D filed on July 12, 2010, Amendment No. 2 to the Schedule 13D filed on December 17, 2010, and Amendment No. 3 to the Schedule 13D filed on December 5, 2011, in each case by Electrum Strategic; (ii) Amendment No. 4 to the Schedule 13D filed on January 9, 2012, Amendment No. 5 to the Schedule 13D filed on February 15, 2012, and Amendment No. 6 to the Schedule 13D filed on March 20, 2012, in each case by Electrum Strategic and The Electrum Group LLC ("TEG Services"); (iii) Amendment No. 7 to the Schedule 13D filed on December 31, 2012 by Electrum Strategic, TEG Services, Electrum Global Holdings L.P. ("Global Holdings"), TEG Global GP Ltd. ("Global GP"), Leopard Holdings LLC ("Leopard"), and GRAT Holdings LLC ("GRAT Holdings"); and (iv) Amendment No. 8 to the Schedule 13D filed on July 3, 2023, Amendment No. 9 to the Schedule 13D filed on April 23, 2025, and Amendment No. 10 to the Schedule 13D filed on May 9, 2025, in each case by Electrum Strategic, TEG Services, Global Holdings, Global GP, Leopard, GRAT Holdings and Thomas S. Kaplan ("Kaplan"), with respect to the common shares, no par value (the "Common Shares"), of NOVAGOLD Resources Inc. (the "Issuer"). The purpose of this Amendment is to report the entry by Electrum Strategic and Kaplan into the Voting Agreements (as defined below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
Arrangement and Voting Agreements
As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement").
In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026.
Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027.
Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027.
The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
As of the date hereof, the Reporting Persons (and each of them) beneficially own the number of Common Shares set forth below. Percentage ownership is based upon 438,780,614 issued and outstanding Common Shares, as reported by the Issuer to be outstanding pursuant to the Issuer's Form 10-Q filed with the SEC on June 24, 2026.
(1) All Reporting Persons
Number of shares: 104,891,035
Percentage of shares: 23.9%
(2) Electrum Strategic
Number of shares: 99,277,813
Percentage of shares: 22.6%
(3) TEG Services
Number of shares: 99,277,813
Percentage of shares: 22.6%
(4) Global Holdings
Number of shares: 99,277,813
Percentage of shares: 22.6%
(5) Global GP
Number of shares: 99,277,813
Percentage of shares: 22.6%
(6) Leopard
Number of shares: 99,277,813
Percentage of shares: 22.6%
(7) GRAT Holdings
Number of shares: 104,564,790
Percentage of shares: 23.8%
(8) Kaplan
Number of shares: 104,891,035
Percentage of shares: 23.9% | |
| (b) | Item 5(b) is hereby amended and restated as follows:
(1) Electrum Strategic
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 99,277,813*
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 99,277,813*
(2) TEG Services
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 99,277,813*
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 99,277,813*
(3) Global Holdings
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 99,277,813*
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 99,277,813*
(4) Global GP
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 99,277,813*
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 99,277,813*
(5) Leopard
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 99,277,813*
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 99,277,813*
(6) GRAT Holdings
Sole power to vote or direct the vote: 5,286,977
Shared power to vote or direct the vote: 99,277,813*
Sole power to dispose or to direct the disposition: 5,286,977
Shared power to dispose or direct the disposition: 99,277,813*
(7) Kaplan
Sole power to vote or direct the vote: 326,245**
Shared power to vote or direct the vote: 104,891,035***
Sole power to dispose or to direct the disposition: 326,245**
Shared power to dispose or direct the disposition: 104,891,035***
* Consists of (i) 92,902,813 Common Shares and (ii) warrants to acquire 6,375,000 Common Shares held by Electrum Strategic.
** Consists of (i) 11,710 Common Shares, (ii) options that are exercisable within 60 days of the date hereof to acquire 195,267 Common Shares and (ii) 119,268 shares that may be acquired on the conversion of deferred share units held by Kaplan.
*** Consists of (i) 92,902,813 Common Shares held by Electrum Strategic, (ii) warrants to acquire 6,375,000 Common Shares held by Electrum Strategic and (ii) 5,286,977 Common Shares held by GRAT Holdings.
Global Holdings is the owner of all of the limited partnership interests of Electrum Strategic. Global GP is the sole general partner of, and TEG Services is the investment adviser to, Global Holdings. TEG Services possesses voting and investment discretion with respect to assets of Global Holdings, including indirect investment discretion with respect to the Common Shares held by Electrum Strategic. Leopard controls Global Holdings through Global GP, and GRAT Holdings is the owner and managing member of Leopard. The Investment Committee of GRAT Holdings (see Schedule A to Amendment No. 9) exercises voting and investment decisions on behalf of GRAT Holdings.
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| (c) | On June 1, 2026, Kaplan acquired 1,302.115 deferred share units for no consideration in respect of his service as a director of the Issuer. Except for such acquisition, no Reporting Person nor any person named on Schedule A to Amendment No. 9 has effected any transaction in the Common Shares during the past 60 days. | |
| (d) | Not Applicable. | |
| (e) | Not Applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
The information contained in Item 4 of this Amendment is incorporated by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Voting Agreement, dated July 21, 2026, by and between NovaGold Corporation and Thomas S. Kaplan.
Exhibit 99.2 - Voting Agreement, dated July 21, 2026, by and between NovaGold Corporation and Electrum Strategic Resources L.P. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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