Sec Form 13D Filing - Electrum Strategic Resources L.P. filing for NovaGold Resources Inc. (NG) - 2025-04-23

Item 2(b) is hereby amended and restated as follows: The principal business address of each of the Reporting Persons is c/o The Electrum Group LLC, 600 Fifth Ave., 24th Fl., New York, NY 10020.

Item 2(c) is hereby amended and restated as follows: The principal business of each of Electrum Strategic, Global Holdings, Leopard, GRAT Holdings and Kaplan is to invest in securities and other assets, directly and indirectly. Kaplan is also Chairman and Chief Executive Officer of TEG Services. The principal business of Global GP is to serve as the general partner of Global Holdings. The principal business of TEG Services is to provide investment advisory services.

Item 2(d) is hereby amended and restated as follows: Neither any Reporting Person, nor any person named on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e) is hereby amended and restated as follows: Neither any Reporting Person, nor any person named on Schedule A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect thereto.

Item 2(f) is hereby amended and restated as follows: Kaplan is a U.S. citizen.

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: Overview of Acquisition Transaction and Funding Commitment As further described in the Current Report on Form 8-K filed by the Issuer on April 22, 2025, on April 22, 2025, the Issuer and Paulson Advisers LLC ("Paulson") announced that they had entered into a definitive agreement (the "MIPA") with Barrick Gold Corporation ("Barrick") to acquire Barrick's 50% interest in Donlin Gold LLC for $1.0 billion in cash (the "Acquisition"). Pursuant to the agreement, the Issuer will increase its ownership interest in Donlin Gold LLC from 50% to 60%, with Paulson owning the remaining 40% interest in Donlin Gold LLC. To finance the Issuer's portion of the Acquisition, funding commitments were obtained from Electrum Strategic, Paulson Advantage Plus Master Ltd. and Paulson Partners LP (together, "Paulson Investor"), and Kopernik Global Investors, LLC, on behalf of investment funds and accounts managed by it ("Kopernik", together with Electrum and Paulson Investor, the "Investors"), to subscribe for up to $170 million of Issuer's common shares at $3.00 per share, with the balance of $30 million to be funded from the Issuer's available cash (the "Treasury Commitment"). As part of the funding agreement, the Investors received five-year warrants to purchase an aggregate of 25.5 million common shares at an exercise price of $3.00 per share. The Acquisition is expected to close in the second or early third calendar quarter of 2025. Backstop Agreement On April 22, 2025, the Issuer entered into a backstop agreement ("Backstop Agreement") with the Investors to secure financing for the Issuer's $200 million obligation under the MIPA. Pursuant to the terms of the Backstop Agreement the Investors agreed to purchase, on a non-brokered, private placement basis, up to an aggregate of $170 million in the Issuer's common shares at $3 per share (up to 56,666,667 common shares in the aggregate (the "Subscribed Shares")). Pursuant to the Backstop Agreement, Electrum has committed up to $42.5 million (resulting in the agreement to purchase of up to 14,166,667 common shares at $3 per share), which commitment Electrum Strategic expects to fund with working capital. If the Issuer chooses to utilize the Backstop Agreement, the private placement would close two business days prior to the completion of the Acquisition (the "Backstop Closing Date"). The use of proceeds from the Backstop Agreement is limited to the funding of the Acquisition by a subsidiary of the Issuer under the MIPA. The Issuer may, but is not required to, seek alternative financing in lieu of the private placement pursuant to the Backstop Agreement. If the Issuer seeks an alternative financing prior to the Backstop Closing Date, the first $30 million of capital raised in an alternative financing shall be used to fund the Issuer's Treasury Commitment; thereafter, the aggregate commitment of all Investors under the Backstop Agreement is reduced dollar-for-dollar for each dollar of capital raised by the Issuer in such alternative financings, with each Investor's individual commitment being ratably reduced. If the Issuer seeks an alternative financing in the form of an underwritten public offering and, if requested by the managing underwriter(s) of such public offering, each Investor agreed that it will use reasonable commercial efforts to enter into a customary lock-up agreement with such managing underwriter(s), in such form as shall be reasonably agreed to by such managing underwriter(s) and the Investor, covering a lock-up period not to exceed ninety (90) days from the date of the underwriting agreement related to such public offering. The Backstop Agreement further provides the Investors with registration rights, pursuant to which the Issuer has agreed to, among other things, file within fifteen (15) business days after the closing date of the Acquisition a registration statement with the U.S. Securities Exchange Commission registering the resale of the Subscribed Shares and the Warrant Shares (as defined below) and to cause such registration statement to remain effective until the earlier of (a) three (3) years from the issuance of the Subscribed Shares, (b) the date on which all of the Subscribed Shares and Warrant Shares shall have been sold, or (c) the first date on which each Investor can sell all of its Subscribed Shares and/or Warrant Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act of 1933, as amended, without limitation as to the manner of sale or the amount of such securities that may be sold. The Backstop Agreement also contains certain indemnification and other provisions relating to the registration rights. Warrants In consideration for entering into the Backstop Agreement, the Issuer issued an aggregate of 25,500,000 warrants to the Investors to purchase the Issuer's common shares (the "Warrants"), with each Warrant entitling the holder thereof to purchase one common share (a "Warrant Share") at an exercise price of $3.00 per Warrant Share for a period of five years from the date of issuance. A total of 6,375,000 Warrants were issued to Electrum Strategic. The description of each of the Backstop Agreement and the Warrants contained herein do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are included hereto as exhibits 99.1 and 99.2, respectively, 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 334,646,571 issued and outstanding Common Shares, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 1, 2025. (1) All Reporting Persons Number of shares: 91,565,396 Percentage of shares: 26.8% (2) Electrum Strategic Number of shares: 85,944,479 Percentage of shares: 25.2% (3) TEG Services Number of shares: 85,944,479 Percentage of shares: 25.2% (4) Global Holdings Number of shares: 85,944,479 Percentage of shares: 25.2% (5) Global GP Number of shares: 85,944,479 Percentage of shares: 25.2% (6) Leopard Number of shares: 85,944,479 Percentage of shares: 25.2% (7) GRAT Holdings Number of shares: 91,231,456 Percentage of shares: 26.8% (8) Thomas S. Kaplan Number of shares: 91,565,396 Percentage of shares: 26.8%

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: 85,944,479* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 85,944,479* (2) TEG Services Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 85,944,479* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 85,944,479* (3) Global Holdings Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 85,944,479* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 85,944,479* (4) Global GP Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 85,944,479* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 85,944,479* (5) Leopard Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 85,944,479* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 85,944,479* (6) GRAT Holdings Sole power to vote or direct the vote: 5,286,977 Shared power to vote or direct the vote: 85,944,479* Sole power to dispose or to direct the disposition: 5,286,977 Shared power to dispose or direct the disposition: 85,944,479* (7) Thomas S. Kaplan Sole power to vote or direct the vote: 333,940** Shared power to vote or direct the vote: 91,231,456*** Sole power to dispose or to direct the disposition: 333,940** Shared power to dispose or direct the disposition: 91,231,456*** * Consists of (i) 79,569,479 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) 79,569,479 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) exercises voting and investment decisions on behalf of GRAT Holdings.

On March 1, 2025, Kaplan acquired 3,565.805 deferred share units for no consideration in respect of his service as a director of the Issuer. Except for such acquisition, and as set forth in Item 4, no Reporting Person nor any person named on Schedule A has effected any transaction in the Common Shares during the past 60 days.

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.

Schedule A - Additional Information Regarding Other Persons Exhibit 99.1 - Backstop Agreement, dated April 22, 2025, among NOVAGOLD Resources Inc. and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by NOVAGOLD Resources Inc. with the Securities and Exchange Commission on April 22, 2025 (the "8-K")). Exhibit 99.2 - Form of Warrant Certificate (incorporated by reference to Exhibit 4.1 to the 8-K).