SCHEDULE 13D/A: Major Shareholder Electrum Strategic Boosts Stake in NOVAGOLD to 25.8% Following Public Offering and Private Placement

Electrum Strategic Resources L.P. and its affiliates, including Thomas S. Kaplan, have increased their beneficial ownership in NOVAGOLD Resources Inc. to 25.8% after participating in a concurrent private placement and entering into a 90-day lock-up agreement.

Summary

• NOVAGOLD Resources Inc. completed a public offering of 47,850,000 Common Shares on May 9, 2025, with underwriters having an option to purchase an additional 7,177,500 shares.
• Concurrently, Electrum Strategic Resources L.P. participated in a private placement, acquiring 13,333,334 Common Shares at $3.75 per share, totaling $50,000,002.50, which also closed on May 9, 2025.
• Electrum Strategic Resources L.P. entered into a Lock-Up Agreement, agreeing not to sell or dispose of Common Shares for 90 days following the Underwriting Agreement date of May 7, 2025.
• Following these transactions, the total issued and outstanding Common Shares of NOVAGOLD Resources Inc. are reported as 399,720,147.
• The aggregate beneficial ownership of all reporting persons (Electrum Strategic Resources L.P. and its affiliates, including Thomas S. Kaplan) in NOVAGOLD Resources Inc. now stands at 104,898,730 Common Shares, representing 25.8% of the class.
• Thomas S. Kaplan, a director of the Issuer, also acquired 80,600 options to purchase Common Shares on April 29, 2025, for no consideration, with an exercise price of $4.35, vesting in three equal tranches on April 29, 2026, 2027, and 2028.

Sentiment

Score: 7

Explanation: The document reports a successful capital raise for NOVAGOLD, indicating financial strengthening and market confidence. The increased stake and continued commitment from a major shareholder like Electrum Strategic Resources L.P. are positive signals, despite the inherent dilution from new share issuance.

Positives

• Successful completion of a public offering and concurrent private placement indicates strong market interest and provides capital to NOVAGOLD Resources Inc.
• Increased stake by a significant long-term shareholder, Electrum Strategic Resources L.P., demonstrates continued confidence in the company's prospects.
• The private placement provided $50,000,002.50 in gross proceeds to the Issuer from Electrum Strategic, using working capital.

Negatives

• The public offering and private placement resulted in dilution for existing shareholders due to the issuance of new Common Shares.
• Electrum Strategic is subject to a 90-day lock-up period, restricting its ability to sell shares during that time.

Future Outlook

Electrum Strategic Resources L.P. acquired the additional Common Shares for investment purposes. The reporting persons are subject to a 90-day lock-up period, restricting their ability to sell shares until approximately August 5, 2025.

Industry Context

This filing reflects capital raising activity within the mining sector, specifically for NOVAGOLD Resources Inc., a company involved in gold exploration and development. The participation of a significant institutional investor like Electrum Strategic Resources L.P. in a private placement alongside a public offering indicates continued investor interest in the sector and the company's specific assets.

Related Party Transactions

• Electrum Strategic Resources L.P., a significant beneficial owner of NOVAGOLD Resources Inc., participated in a concurrent private placement with the Issuer, acquiring 13,333,334 Common Shares.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of new shares in the public offering and private placement, but the company gains capital for operations.
• Company: Receives significant capital from the public offering and private placement, strengthening its financial position.
• Electrum Strategic Resources L.P.: Increases its strategic investment in NOVAGOLD, demonstrating long-term commitment, but is subject to a 90-day lock-up period.

Next Steps

• Expiry of the 90-day lock-up period for Electrum Strategic Resources L.P. (approximately August 5, 2025).
• Vesting of Thomas S. Kaplan's options on April 29, 2026, 2027, and 2028.

Key Dates

Keywords

NOVAGOLD Resources Inc., Electrum Strategic Resources L.P., Thomas S. Kaplan, Schedule 13D, Common Shares, Public Offering, Private Placement, Lock-up Agreement, Beneficial Ownership, Shareholding, Capital Raise