Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Novagold Resources Inc. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
66987E206 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 66987E206 |
| 1 | Names of Reporting Persons
Kopernik Global Investors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,583,604.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: "Shared Dispositive Power" and "Aggregate amount beneficially owned by each reporting person" includes 6,375,000 Common Shares that Kopernik Global Investors, LLC has the right to acquire pursuant to warrants. "Percentage of class represented by amount in Row (11)" is based on 413,272,647 Common Shares outstanding which is the sum of (i) 406,897,647 Common Shares outstanding as set forth on the Toronto Stock Exchange under the symbol "NG" as of July 23, 2025 and (ii) 6,375,00 Common Shares issuable upon the exercise of the warrants.
SCHEDULE 13G
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| CUSIP No. | 66987E206 |
| 1 | Names of Reporting Persons
David B. Iben | |||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | |||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,583,604.00 | |||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| |||||||
| 11 | Percent of class represented by amount in row (9)
7.4 % | |||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: "Shared Dispositive Power" and "Aggregate amount beneficially owned by each reporting person" includes 6,375,000 Common Shares that Kopernik Global Investors, LLC has the right to acquire pursuant to warrants. "Percentage of class represented by amount in Row (11)" is based on 413,272,647 Common Shares outstanding which is the sum of (i) 406,897,647 Common Shares outstanding as set forth on the Toronto Stock Exchange under the symbol "NG" as of July 23, 2025 and (ii) 6,375,00 Common Shares issuable upon the exercise of warrants.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Novagold Resources Inc. | |
| (b) | Address of issuer's principal executive offices:
201 South Main Street, Suite 400, Salt Lake City, Utah | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is jointly filed by Kopernik Global Investors, LLC ("Kopernik Global Investors") and David B. Iben (collectively, the "Reporting Persons"). Kopernik Global Investors is an investment adviser. Mr. Iben is the controlling member and Chief Investment Officer of Kopernik Global Investors. | |
| (b) | Address or principal business office or, if none, residence:
Two Harbour Place 302 Knights Run Avenue, Suite 1225 Tampa, FL 33602 | |
| (c) | Citizenship:
Kopernik Global Investors is a limited liability company organized under the laws of Delaware. Mr. Iben is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Shares, no par value | |
| (e) | CUSIP No.:
66987E206 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Reporting Persons beneficially own, in the aggregate, 30,583,604 Common Shares. None of the securities are held by the Reporting Persons. The filing of this statement shall not be construed as an admission that either of the Reporting Persons is the beneficial owner of any of the securities covered by this Schedule 13G for any other purpose. | |
| (b) | Percent of class:
The number of Common Shares beneficially owned by the Reporting Persons represents 7.4% of the Issuer's outstanding Common Shares based on 406,897,647 common shares outstanding as set forth in the Issuer's Form 10-Q for the fiscal quarter ended May 31, 2025 filed with the Securities and Exchange Commission on June 25, 2025, and 6,375,000 warrants. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
28,499,413 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
30,583,604 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Securities reported on this Schedule 13G are beneficially owned by investment advisory clients which may include investment companies registered under the Investment Company Act and/or other separately managed accounts. No such person beneficially owns over 5%. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit Information
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99.1 Joint Filing Agreement, dated February 12, 2025, by and between Kopernik Global Investors, LLC and David B. Iben is incorporated herein by reference to Exhibit 99.1 of Schedule 13G filed with he SEC via EDGAR Accession No. 0000930413-25-000538 on February 12, 2025. 99.2 Power of Attorney appointing Sarah L. Bertrand, dated October 25, 2024, signed by David B. Iben is incorporated herein by reference to Exhibit 99.2 of Schedule 13G filed with he SEC via EDGAR Accession No. 0000930413-25-000538 on February 12, 2025. |