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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000950170-25-057379 0001454795 XXXXXXXX LIVE 10 Common Shares 05/07/2025 false 0001173420 66987E206 NOVAGOLD Resources Inc. 201 SOUTH MAIN SUITE 400 SALT LAKE CITY UT 84111 Electrum Strategic Resources (646) 365-1600 600 Fifth Ave., 24th Fl. New York NY 10020 0001454795 N Electrum Strategic Resources L.P. a OO WC N DE 0 99277813 0 99277813 99277813 N 24.4 OO 0001565641 N The Electrum Group LLC a OO N DE 0 99277813 0 99277813 99277813 N 24.4 IA 0001564994 N Electrum Global Holdings L.P. a OO N E9 0 99277813 0 99277813 99277813 N 24.4 OO 0001565709 N TEG Global GP Ltd. a OO N E9 0 99277813 0 99277813 99277813 N 24.4 OO 0001565706 N Leopard Holdings LLC a OO N DE 0 99277813 0 99277813 99277813 N 24.4 OO 0001565707 N GRAT Holdings LLC a OO N DE 5286977 99277813 5286977 99277813 104564790 N 25.7 OO 0001124803 N Thomas S. Kaplan a OO N X1 333940 104564790 333940 104564790 104898730 N 25.8 IN Common Shares NOVAGOLD Resources Inc. 201 SOUTH MAIN SUITE 400 SALT LAKE CITY UT 84111 This Amendment No. 10 (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, 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; and Amendment No. 9 to the Schedule 13D filed on April 23, 2025 ("Amendment No. 9"), 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 into the Lock-up Agreement (as defined below) and purchase by Electrum Strategic of additional Common Shares in connection with the Concurrent Private Placement (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 3 is hereby amended and supplemented as follows: The information contained in Item 4 of this Amendment is incorporated by reference. Item 4 is hereby amended and supplemented as follows: Public Offering and Lock-Up Agreement As further described in the Current Report on Form 8-K filed by the Issuer on May 9, 2025, on May 7, 2025, the Issuer entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule II thereto (the "Underwriters"), related to a public offering (the "Public Offering") of 47,850,000 Common Shares. In addition, the Company granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to 7,177,500 of additional common shares of the Company. The Public Offering closed on May 9, 2025. In connection with the Public Offering, Electrum Strategic entered into a Lock-Up Agreement with the Representatives of the Underwriters, dated May 7, 2025 (the "Lock-Up Agreement"), pursuant to which Electrum Strategic agreed, subject to certain exceptions, not to, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by Electrum Strategic or any affiliate of Electrum Strategic or any person in privity with Electrum Strategic or any affiliate of Electrum Strategic), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the "SEC") in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any Common Shares or any securities convertible into, or exercisable or exchangeable for, Common Shares, or publicly announce an intention to effect any such transaction, until 90 days after the date of the Underwriting Agreement. The description of the Lock-Up Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is included hereto as exhibit 99.1 and incorporated by reference herein. Concurrent Private Placement Concurrently with entering into the Underwriting Agreement, the Issuer entered into a Subscription Agreement dated May 7, 2025 with Electrum Strategic Resources L.P. and Kopernick Global Investors, LLC (the "Subscription Agreement") with respect to a concurrent private placement offering of 17,173,853 Common Shares at a price equal to the public offering price of $3.75 per share (the "Concurrent Private Placement"). In connection with the Concurrent Private Placement, Electrum Strategic agreed to acquire 13,333,334 Common Shares for gross proceeds of $50,000,002.50. Pursuant to the Subscription Agreement the Issuer granted the purchasers thereunder resale registration rights equivalent to, and subject to the provisions of, those contained in the Backstop Agreement, as described in Amendment No. 9. The Concurrent Private Placement closed on May 9, 2025, and Electrum Strategic acquired the additional 13,333,334 Common Shares for investment purposes using working capital. The description of the Subscription Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is included hereto as exhibit 99.2 and incorporated by reference herein. 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 399,720,147 issued and outstanding Common Shares, as reported by the Issuer to be outstanding after the closing of the Public Offering and Concurrent Private Placement pursuant to the Issuer's Prospectus Supplement filed with the SEC on May 9, 2025. (1) All Reporting Persons Number of shares: 104,898,730 Percentage of shares: 25.8% (2) Electrum Strategic Number of shares: 99,277,813 Percentage of shares: 24.4% (3) TEG Services Number of shares: 99,277,813 Percentage of shares: 24.4% (4) Global Holdings Number of shares: 99,277,813 Percentage of shares: 24.4% (5) Global GP Number of shares: 99,277,813 Percentage of shares: 24.4% (6) Leopard Number of shares: 99,277,813 Percentage of shares: 24.4% (7) GRAT Holdings Number of shares: 104,564,790 Percentage of shares: 25.7% (8) Thomas S. Kaplan Number of shares: 104,898,730 Percentage of shares: 25.8% 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) Thomas S. Kaplan Sole power to vote or direct the vote: 333,940** Shared power to vote or direct the vote: 104,564,790*** Sole power to dispose or to direct the disposition: 333,940** Shared power to dispose or direct the disposition: 104,564,790*** * 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 to acquire 210,934 Common Shares and (ii) 111,296 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. On April 29, 2025, Kaplan acquired 80,600 options to purchase Common Shares for no consideration in respect of his service as a director of the Issuer. The exercise price for such options is $4.35 and they vest in three equal tranches on April 29 of 2026, 2027 and 2028. Except for such acquisition, and as set forth in Item 4, no Reporting Person nor any person named on Schedule A to Amendment No. 9 has effected any transaction in the Common Shares since the filing of Amendment No. 9. Not Applicable. Not Applicable. Item 6 is hereby amended and supplemented as follows: The information contained in Item 4 of this Amendment is incorporated by reference. Exhibit 99.1 - Lockup Agreement, dated May 7, 2025, entered into by Electrum Strategic Resources L.P. Exhibit 99.2 - Subscription Agreement, dated May 7, 2025, between Electrum Strategic Resources L.P. and NOVAGOLD Resources Inc. Electrum Strategic Resources L.P. /s/ Michael H. Williams Michael H. Williams, Managing Director of Electrum Strategic Management LLC, its General Partner 05/09/2025 The Electrum Group LLC /s/ Michael H. Williams Michael H. Williams, Senior Managing Director 05/09/2025 Electrum Global Holdings L.P. /s/ Andrew M. Shapiro Andrew M. Shapiro, Director of TEG Global GP Ltd., its General Partner 05/09/2025 TEG Global GP Ltd. /s/ Andrew M. Shapiro Andrew M. Shapiro, Director 05/09/2025 Leopard Holdings LLC /s/ Andrew M. Shapiro Andrew M. Shapiro, President 05/09/2025 GRAT Holdings LLC /s/ Thomas S. Kaplan Thomas S. Kaplan, Co-Chief Executive Officer 05/09/2025 Thomas S. Kaplan /s/ Thomas S. Kaplan Thomas S. Kaplan 05/09/2025