SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Electrum Strategic Resources L.P.

(Last)

(First)

(Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVAGOLD RESOURCES INC [ NG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/09/2025		P		13,333,334	A	$3.75	92,902,813	D⁽¹⁾⁽²⁾
Common Shares								5,286,977	D⁽²⁾⁽³⁾
Common Shares								11,710	D⁽²⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Electrum Strategic Resources L.P.

(Last)

(First)

(Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Electrum Group LLC

(Last)

(First)

(Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ELECTRUM GLOBAL HOLDINGS L.P.

(Last)

(First)

(Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TEG Global GP Ltd.

(Last)

(First)

(Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Leopard Holdings LLC

(Last)

(First)

(Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GRAT Holdings LLC

(Last)

(First)

(Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KAPLAN THOMAS SCOTT

(Last)

(First)

(Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents Common Shares of the Issuer owned directly by Electrum Strategic Resources L.P. ("Electrum Strategic"). Electrum Global Holdings LP. ("Global Holdings") is the owner of all of the limited partnership interests of Electrum Strategic. TEG Global GP Ltd. ("Global GP") is the sole general partner of, and The Electrum Group LLC ("TEG Services") is the investment adviser to, Global Holdings. TEG Services possesses voting and investment discretion with respect to assets of Global Holdings. Leopard Holdings LLC ("Leopard") controls Global Holdings through Global GP, and GRAT Holdings LLC is the owner and managing member of Leopard. GRAT Holdings LLC is owned by trusts for the benefit of the family of Thomas Scott Kaplan.

2. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. Represents Common Shares of the Issuer owned directly by GRAT Holdings LLC. GRAT Holdings LLC is owned by trusts for the benefit of the family of Thomas Scott Kaplan.

4. Represents Common Shares of the Issuer owned directly by Thomas Scott Kaplan.

	ELECTRUM STRATEGIC RESOURCES L.P., By: /s/ Michael H. Williams, Managing Director of Electrum Strategic Management LLC, its General Partner	05/09/2025
	THE ELECTRUM GROUP LLC, By: /s/ Michael H. Williams, Senior Managing Director	05/09/2025
	ELECTRUM GLOBAL HOLDINGS L.P., By: /s/ Andrew M. Shapiro, Director of TEG Global GP Ltd., its General Partner	05/09/2025
	TEG GLOBAL GP LTD., By: /s/ Andrew M. Shapiro, Director	05/09/2025
	LEOPARD HOLDINGS LLC, By: /s/ Andrew M. Shapiro, President	05/09/2025
	GRAT HOLDINGS LLC, By: /s/ Thomas S. Kaplan, Co-Chief Executive Officer	05/09/2025
	/s/ Thomas Scott Kaplan	05/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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