UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
[Rule
13d-101]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
(Amendment
No. 8)*
NOVAGOLD
Resources Inc.
(Name
of Issuer)
Common
Shares
(Title
of Class of Securities)
66987E206
(CUSIP
Number)
Electrum
Strategic Resources L.P.
600
Fifth Ave., 24th Fl.
New
York, NY 10020
(646)
365-1600
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June
30, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
(Continued
on following pages)
(Page 1 of 16 Pages)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1 |
NAME
OF REPORTING PERSONS
Electrum
Strategic Resources L.P. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b)
☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE
OF FUND
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
79,569,479
Common Shares |
9 |
SOLE
DISPOSITIVE POWER
0
|
10 |
SHARED
DISPOSITIVE POWER
79,569,479
Common Shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,569,479
Common Shares |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% |
|
14 |
TYPE
OF REPORTING PERSON
OO |
|
1 |
NAME
OF REPORTING PERSONS
The
Electrum Group LLC |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0
|
8 |
SHARED
VOTING POWER
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
9 |
SOLE
DISPOSITIVE POWER
0
|
10 |
SHARED
DISPOSITIVE POWER
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% |
|
14 |
TYPE
OF REPORTING PERSON
IA |
|
1 |
NAME
OF REPORTING PERSONS
Electrum
Global Holdings L.P. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0
|
8 |
SHARED
VOTING POWER
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
9 |
SOLE
DISPOSITIVE POWER
0
|
10 |
SHARED
DISPOSITIVE POWER
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% |
|
14 |
TYPE
OF REPORTING PERSON
OO |
|
1 |
NAME
OF REPORTING PERSONS
TEG
Global GP Ltd. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0
|
8 |
SHARED
VOTING POWER
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
9 |
SOLE
DISPOSITIVE POWER
0
|
10 |
SHARED
DISPOSITIVE POWER
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% |
|
14 |
TYPE
OF REPORTING PERSON
OO |
|
1 |
NAME
OF REPORTING PERSONS
Leopard
Holdings LLC |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0
|
8 |
SHARED
VOTING POWER
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
9 |
SOLE
DISPOSITIVE POWER
0
|
10 |
SHARED
DISPOSITIVE POWER
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,569,479
Common Shares held by Electrum Strategic Resources L.P. |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% |
|
14 |
TYPE
OF REPORTING PERSON
OO |
|
1 |
NAME OF REPORTING PERSONS
GRAT Holdings LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
5,286,977
|
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
5,286,977
|
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,286,977 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
1 |
NAME
OF REPORTING PERSONS
Thomas
S. Kaplan |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE
OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A. |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
277,189
(1)
|
8 |
SHARED
VOTING POWER
84,856,456
(2) |
9 |
SOLE
DISPOSITIVE POWER
277,189
(1)
|
10 |
SHARED
DISPOSITIVE POWER
84,856,456
(2) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,133,645
(3) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5% |
☐ |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
(1) |
Consists
of (i) options to acquire 187,301 Common Shares and (ii) 89,888 shares that may be acquired on the conversion of deferred share units
held by Mr. Kaplan. |
|
(2) |
Consists
of (i) 79,569,479 Common Shares held by Electrum Strategic Resources L.P. and (ii) 5,286,977 Common Shares held by GRAT Holdings
LLC. |
|
(3) |
Consists
of the securities described in Footnotes 1 and 2. |
This
Amendment No. 8 (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”); and (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”),
with respect to the common shares of NOVAGOLD Resources Inc. (the “Issuer”). The purpose of this Amendment is to report (i)
the transfer of 286,977 common shares of the Issuer from Thomas S. Kaplan to GRAT Holdings (which is owned by trusts for the benefit
of the Kaplan family), on June 30, 2023, and (ii) changes in the percentage of the Issuer’s common shares beneficially owned by
the Reporting Persons as a result of changes in the number of outstanding common shares. All capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item
1. |
Security
and Issuer |
Item
1 of the Schedule 13D is hereby amended and restated as follows:
This
Schedule 13D relates to the common shares (the “Common Shares”) of NOVAGOLD Resources Inc. (the “Issuer”), a
company organized and existing under the laws of the province of British Columbia, Canada. The address of the Issuer’s principal
executive offices is 201 South Main Street, Suite 400, Salt Lake City, Utah 84111.
Item
2. |
Identity
and Background |
Item
2 of the Schedule 13D is hereby amended and restated as follows:
(a)
This Statement is being filed by Electrum Strategic, a Delaware limited partnership, Global Holdings, a Cayman Islands exempted
limited partnership, Global GP, a Cayman Islands exempted limited partnership, TEG Services, a Delaware limited liability company,
Leopard, a Delaware limited liability company, GRAT Holdings, a Delaware limited liability company, and Thomas S. Kaplan, a natural
person and citizen of the United States (“Kaplan” and, collectively, the “Reporting Persons”). Schedule A
attached hereto sets forth information referred to in Instruction C of Schedule 13D with respect to each Reporting
Person.
(b)
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.
(c)
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.
(d)
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).
(e)
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.
(f)
Kaplan is a U.S. citizen.
Item
3. |
Source
and Amount of Funds or Other Consideration. |
Item
3 of the Schedule 13D is hereby amended and supplemented by adding the following:
On
June 30, 2023, Kaplan transferred 286,977 Common Shares to GRAT Holdings (which is owned by trusts for the benefit of the Kaplan family)
for US $3.89 per Common Share, the closing price of the Common Shares on June 29, 2023. Kaplan’s aggregate beneficial ownership
of Common Shares is unchanged as a result of this transaction.
Item
4. |
Purpose
of Transaction. |
Item
4 of the Schedule 13D is hereby amended and supplemented by adding the following:
GRAT
Holdings acquired 286,977 Common Shares from Kaplan on June 30, 2023, as described in Item 3 above. GRAT Holdings acquired the Common
Shares described herein for investment purposes.
Except
as otherwise provided herein, each Reporting Person currently has no intention of engaging in any of the events set forth in Items 4(a)
through (j) of Schedule 13D. As a shareholder of the Issuer, on an ongoing basis, each Reporting Person will review the Issuer’s
operating, management, business affairs, capital needs and general industry and economic conditions, and, based on such review, one or
more Reporting Persons may, from time to time, determine to increase or decrease its ownership of Common Shares, vote to approve an extraordinary
corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D.
Item
5. |
Interest
in Securities of the Issuer. |
Items
5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated as follows:
As
of June 30, 2023, the Reporting Persons (and each of them) beneficially own the number of Common Shares set forth below. Percentage ownership
is based upon 334,132,703 issued and outstanding Common Shares of the Issuer, as reported in the Issuer’s Quarterly Report on Form
10-Q files with the Securities and Exchange Commission on June 27, 2023.
(a)
|
(1)
|
Reporting
Persons |
|
|
|
|
|
Number
of shares: 85,133,645 |
|
|
Percentage
of shares: 25.5% |
|
|
|
|
(2) |
Electrum
Strategic |
|
|
|
|
|
Number
of shares: 79,569,479 |
|
|
Percentage
of shares: 23.8% |
|
|
|
|
(3)
|
Global
Holdings |
|
|
|
|
|
Number
of shares: 79,569,479 |
|
|
Percentage
of shares: 23.8% |
|
|
|
|
(4)
|
Global
GP |
|
|
|
|
|
Number
of shares: 79,569,479 |
|
|
Percentage
of shares: 23.8% |
|
|
|
|
(5)
|
TEG
Services |
|
|
|
|
|
Number
of shares: 79,569,479 |
|
|
Percentage
of shares: 23.8% |
|
|
|
|
(6) |
Leopard |
|
|
|
|
|
Number
of shares: 79,569,479 |
|
|
Percentage
of shares: 23.8% |
|
|
|
|
(7) |
GRAT
Holdings |
|
|
|
|
|
Number
of shares: 5,286,977 |
|
|
Percentage
of shares: 1.6% |
|
|
|
|
(8) |
Thomas
S. Kaplan |
|
|
|
|
|
Number
of shares: 85,133,645 |
|
|
Percentage
of shares: 25.5% |
(b)
|
(1)
|
Electrum
Strategic |
|
|
|
|
|
Sole
power to vote or direct the vote: 0 |
|
|
Shared
power to vote or direct the vote: 79,569,479 |
|
|
Sole
power to dispose or to direct the disposition: 0 |
|
|
Shared
power to dispose or direct the disposition: 79,569,479 |
|
(2) |
Global
Holdings |
|
|
|
|
|
Sole
power to vote or direct the vote: 0 |
|
|
Shared
power to vote or direct the vote: 79,569,479* |
|
|
Sole
power to dispose or to direct the disposition: 0 |
|
|
Shared
power to dispose or direct the disposition: 79,569,479* |
|
|
|
|
(3) |
Global
GP |
|
|
|
|
|
Sole
power to vote or direct the vote: 0 |
|
|
Shared
power to vote or direct the vote: 79,569,479* |
|
|
Sole
power to dispose or to direct the disposition: 0 |
|
|
Shared
power to dispose or direct the disposition: 79,569,479* |
|
|
|
|
(4) |
TEG
Services |
|
|
|
|
|
Sole
power to vote or direct the vote: 0 |
|
|
Shared
power to vote or direct the vote: 79,569,479* |
|
|
Sole
power to dispose or to direct the disposition: 0 |
|
|
Shared
power to dispose or direct the disposition: 79,569,479* |
|
|
|
|
(5) |
Leopard |
|
|
|
|
|
Sole
power to vote or direct the vote: 0 |
|
|
Shared
power to vote or direct the vote: 79,569,479* |
|
|
Sole
power to dispose or to direct the disposition: 0 |
|
|
Shared
power to dispose or direct the disposition: 79,569,479* |
|
|
|
|
(6) |
GRAT
Holdings |
|
|
|
|
|
Sole
power to vote or direct the vote: 5,286,977 |
|
|
Shared
power to vote or direct the vote: 0 |
|
|
Sole
power to dispose or to direct the disposition: 5,286,977 |
|
|
Shared
power to dispose or direct the disposition: 0 |
|
|
|
|
(7) |
Thomas
S. Kaplan |
|
|
|
|
|
Sole
power to vote or direct the vote: 277,189** |
|
|
Shared
power to vote or direct the vote: 84,856,456*** |
|
|
Sole
power to dispose or to direct the disposition: 277,189** |
|
|
Shared
power to dispose or direct the disposition: 84,856,456*** |
*
Consists of Common Shares held by Electrum Strategic.
**
Consists of (i) options to acquire 187,301 Common Shares and (ii) 89,888 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 and (ii) 5,286,977 Common Shares held by GRAT Holdings.
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. The Investment Committee of GRAT Holdings (see Schedule A) exercises voting and investment decisions
on behalf of GRAT Holdings, including decisions on behalf of GRAT Holdings with respect to the securities reported herein.
(c)
On June 1, 2023, Kaplan acquired 2,062.641 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 3, no Reporting Person has effected any transaction in the Common
Stock during the past 60 days.
(d)
Not applicable.
(e)
Not Applicable.
Item
7. | Material
to be Filed as Exhibits. |
1. Joint Filing Agreement
SIGNATURES
After
reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated:
July 3, 2023
ELECTRUM
STRATEGIC RESOURCES L.P.
|
|
|
|
By:
Electrum Strategic Management LLC, its General Partner |
|
|
|
By: |
/s/
Michael H. Williams |
|
Name: |
Michael
H. Williams |
|
Title: |
Managing
Director |
|
|
|
Electrum
Global Holdings L.P.
|
|
|
|
By:
TEG Global GP Ltd., its General Partner |
|
|
|
By: |
/s/
Andrew M. Shapiro |
|
Name: |
Andrew M. Shapiro |
|
Title: |
Director |
|
|
|
LEOPARD
HOLDINGS LLC |
|
|
|
By: |
/s/
Andrew M. Shapiro |
|
Name: |
Andrew M. Shapiro |
|
Title: |
President |
|
|
|
|
TEG
GLOBAL GP LTD. |
|
|
|
By: |
/s/
Andrew M. Shapiro |
|
Name: |
Andrew M. Shapiro |
|
Title: |
Director |
|
|
|
|
GRAT
HOLDINGS LLC |
|
|
|
By: |
/s/
Thomas S. Kaplan |
|
Name: |
Thomas S. Kaplan |
|
Title: |
Co-Chief
Executive Officer |
|
|
|
THE
ELECTRUM GROUP LLC |
|
|
|
By: |
/s/
Michael H. Williams |
|
Name: |
Michael H. Williams |
|
Title: |
Senior
Managing Director |
|
|
|
|
THOMAS
S. KAPLAN
|
|
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/s/
Thomas S. Kaplan |
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SCHEDULE
A
Electrum
Strategic Resources L.P.
Global
Holdings is the owner of all of the limited partnership interests of Electrum Strategic and all of the equity interests of Electrum Strategic
Management LLC, the general partner of Electrum Strategic. Global Holdings is in the business of investing.
Electrum
Global Holdings L.P.
Global
GP is the sole general partner of Global Holdings. In accordance with the limited partnership agreement of Global GP, the board of directors
of Global GP serves in a like function with respect to Global Holdings.
TEG
Global GP Ltd.
Effective
as of December 31, 2012, the board of directors of TEG Global GP Ltd. consists of the following individuals: Andrew M. Shapiro, Kevin
Kokko and Ram Siddarth Kolluri.
The
principal occupation and principal business address of each director of TEG Global GP Ltd are as follows:
Name |
|
Principal
Occupation |
|
Principal
Business Address |
Andrew
M. Shapiro |
|
Businessperson |
|
c/o
The Electrum Group LLC
600
Fifth Ave., 24th Fl.
New
York, NY 10020 |
|
|
|
|
|
Kevin
Kokko |
|
Businessperson |
|
c/o
Mubadala Development Company
P.O.
Box 45005
Abu
Dhabi
United
Arab Emirates |
|
|
|
|
|
Ram
Siddarth Kolluri |
|
Businessperson |
|
c/o
Mubadala Development Company
P.O.
Box 45005
Abu
Dhabi
United
Arab Emirates |
Leopard
Holdings LLC
GRAT
Holdings is the owner and managing member of Leopard. GRAT Holdings is in the business of investing.
GRAT
Holdings LLC
The
board of directors of GRAT Holdings consists of Thomas S. Kaplan and Daphne Recanati Kaplan, whose principal business address is c/o
Tigris Group Inc., 600 Fifth Ave., 24th Fl., New York, NY 10020. Mr. Kaplan’s principal business is as a businessperson,
and Mrs. Kaplan’s principal business is as a private investor.
The
Investment Committee of GRAT Holdings is comprised of Mr. Kaplan, Mrs. Kaplan and Iris Leibowitz, whose principal business address is
c/o Tigris Group Inc., 600 Fifth Ave., 24th Fl., New York, NY 10020. Ms. Leibowitz’s principal business is as an attorney.
The
Electrum Group LLC
The
board of directors of The Electrum Group LLC consists of the following individuals: Thomas S. Kaplan, Ali R. Erfan, Michael H. Williams,
and Joshua A. Fink; the Investment Committee of The Electrum Group LLC consists of Thomas S. Kaplan, Michael H. Williams, Ali R. Erfan,
and Kenneth Rye; and the executive officers of The Electrum Group LLC consist of Thomas S. Kaplan (Chairman, Chief Executive Officer
and Chief Investment Officer), Ali R. Erfan (Co-Vice Chairman), Joshua Fink (Co-Vice Chairman), and Michael H. Williams (Senior Managing
Director).
The
principal occupation and principal business address of each director and executive officer of The Electrum Group LLC are as follows:
Name |
|
Principal
Occupation |
|
Principal
Business Address |
Thomas
S. Kaplan |
|
Businessperson |
|
c/o
The Electrum Group LLC
600
Fifth Ave., 24th Fl.
New
York, NY 10020 |
|
|
|
|
|
Joshua
A. Fink |
|
Businessperson |
|
c/o
The Electrum Group LLC
600
Madison Ave., 24th Fl.
New
York, NY 10020 |
|
|
|
|
|
Ali
R. Erfan |
|
Businessperson |
|
c/o
The Electrum Group LLC
600
Fifth Ave., 24th Fl.
New
York, NY 10020 |
|
|
|
|
|
Michael
H. Williams |
|
Businessperson |
|
c/o
The Electrum Group LLC
600
Fifth Ave., 24th Fl.
New
York, NY 10020 |
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned hereby agree that this Statement on Schedule 13D with respect to the common shares of NOVAGOLD Resources Inc., dated the
date hereof, is, and any amendments thereto signed by the undersigned shall be, filed on behalf of each of the undersigned pursuant to
and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original and all of which together constitute one instrument.
IN
WITNESS WHEREOF , the undersigned hereby execute this Agreement as of this 3rd day of July, 2023.
ELECTRUM
STRATEGIC RESOURCES L.P.
|
|
|
|
By:
Electrum Strategic Management LLC, its General Partner |
|
|
|
By: |
/s/
Michael H. Williams |
|
Name: |
Michael H. Williams |
|
Title: |
Managing Director |
|
|
|
Electrum
Global Holdings L.P.
|
|
|
|
By:
TEG Global GP Ltd., its General Partner |
|
|
|
By: |
/s/
Andrew M. Shapiro |
|
Name: |
Andrew M. Shapiro |
|
Title: |
Director |
|
|
|
LEOPARD
HOLDINGS LLC |
|
|
|
By: |
/s/
Andrew M. Shapiro |
|
Name: |
Andrew M. Shapiro |
|
Title: |
President |
|
|
|
|
TEG
GLOBAL GP LTD. |
|
|
|
By: |
/s/
Andrew M. Shapiro |
|
Name: |
Andrew M. Shapiro |
|
Title: |
Director |
|
|
|
|
GRAT
HOLDINGS LLC |
|
|
|
By: |
/s/
Thomas S. Kaplan |
|
Name: |
Thomas S. Kaplan |
|
Title: |
Co-Chief Executive Officer |
|
|
|
THE
ELECTRUM GROUP LLC |
|
|
|
By: |
/s/
Michael H. Williams |
|
Name: |
Michael
H. Williams |
|
Title: |
Senior
Managing Director |
|
|
|
|
THOMAS
S. KAPLAN
|
|
|
|
/s/
Thomas S. Kaplan |
|
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