When do the NOVAGOLD (NG) Voting Agreements related to the Arrangement terminate if conditions are not met?

Both the Kaplan and Electrum Voting Agreements can terminate if conditions to completing the Arrangement set out in the Arrangement Agreement have not been satisfied or waived by March 31, 2027 , among other specified termination events.

Major NOVAGOLD Resources (NYSE: NG) holder signs voting pacts on takeover

Q: What transaction involving NOVAGOLD Resources (NG) is referenced in this Schedule 13D/A amendment?

The amendment describes an Arrangement Agreement under which NovaGold Corporation will acquire all issued and outstanding NOVAGOLD Resources Common Shares by way of an arrangement under the Business Corporations Act (British Columbia) , according to terms and conditions set in the plan of arrangement.

Q: What have Electrum Strategic and Thomas S. Kaplan agreed to do with their NOVAGOLD (NG) shares?

Electrum Strategic and Thomas S. Kaplan each entered into Voting Agreements dated July 21, 2026, agreeing to vote their NOVAGOLD Common Shares in favor of approving the transactions contemplated by the Arrangement Agreement and against actions reasonably expected to impede or delay completion of the Arrangement.

Q: How many NOVAGOLD (NG) shares and warrants are held through Electrum Strategic?

Electrum Strategic holds 92,902,813 Common Shares of NOVAGOLD Resources and warrants to acquire 6,375,000 Common Shares . These positions form the core of the 99,277,813 securities attributed to several Electrum-related reporting entities in the filing.

Q: What is Thomas S. Kaplan’s direct and indirect NOVAGOLD (NG) exposure in this filing?

Kaplan has sole power over 326,245 Common Shares , including options for 195,267 shares and 119,268 shares issuable from deferred share units. Including Electrum and GRAT Holdings positions, he shares voting and dispositive power over 104,891,035 Common Shares, or 23.9% of the company.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

NOVAGOLD Resources Inc. received an updated Schedule 13D disclosure from Electrum-affiliated entities and Thomas S. Kaplan. Together they beneficially own 104,891,035 Common Shares, representing 23.9% of the Issuer’s Common Shares, based on 438,780,614 shares outstanding as reported on June 24, 2026.

The filing reports that NovaGold Corporation, the Issuer and Paulson Advisers LLC entered into an Arrangement Agreement under the Business Corporations Act (British Columbia) for NovaGold Corporation to acquire all issued and outstanding Common Shares by way of a court-supervised arrangement. In connection with this, Kaplan and Electrum Strategic each signed Voting Agreements on July 21, 2026, committing to vote their Common Shares in favor of approving the Arrangement and related transactions and against proposals reasonably expected to impede or delay completion, subject to termination events including failure to satisfy conditions by March 31, 2027.

The ownership structure shows Electrum Strategic holding 92,902,813 Common Shares plus warrants for 6,375,000 Common Shares, while GRAT Holdings holds 5,286,977 Common Shares with sole voting and dispositive power. Kaplan has sole voting and dispositive power over 326,245 Common Shares (including options and deferred share units) and acquired 1,302.115 deferred share units on June 1, 2026 as director compensation.

Key Figures

Shares outstanding: 438,780,614 Common Shares Group beneficial ownership: 104,891,035 Common Shares (23.9%) Electrum Strategic stake: 99,277,813 securities (22.6%) +4 more

7 metrics

Shares outstanding 438,780,614 Common Shares Issued and outstanding Common Shares as reported in Form 10-Q filed June 24, 2026

Group beneficial ownership 104,891,035 Common Shares (23.9%) Collective holdings of all Reporting Persons as of the date hereof

Electrum Strategic stake 99,277,813 securities (22.6%) Includes 92,902,813 Common Shares and warrants to acquire 6,375,000 Common Shares

GRAT Holdings stake 104,564,790 Common Shares (23.8%) Aggregate amount beneficially owned, with 5,286,977 shares held with sole voting and dispositive power

Kaplan sole voting power 326,245 Common Shares Includes 11,710 shares, options for 195,267 shares, and 119,268 shares from deferred share units

Deferred share units acquired 1,302.115 units Deferred share units Kaplan received on June 1, 2026 for service as a director

Voting agreement outside date March 31, 2027 Date by which conditions to the Arrangement must be satisfied or waived to avoid termination right

Key Terms

Arrangement Agreement, Plan of Arrangement, Business Corporations Act (British Columbia), Voting Agreement, +2 more

6 terms

Arrangement Agreement regulatory

"entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things"

An arrangement agreement is a legally binding plan that sets out the detailed terms and steps for a major corporate action—such as a merger, takeover, restructuring, or sale—and the approvals needed from shareholders, creditors and sometimes a court. It matters to investors because it determines who will own the company, how much they will receive, the timing and conditions for the deal to close, and the likelihood the transaction will actually happen; think of it as the project blueprint and checklist for a big corporate change.

Plan of Arrangement regulatory

"in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement")"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

Business Corporations Act (British Columbia) regulatory

"by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia)"

A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.

Voting Agreement regulatory

"entered into (i) a Voting Agreement with Kaplan and (ii) a Voting Agreement with Electrum Strategic"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

beneficially own financial

"As of the date hereof, the Reporting Persons (and each of them) beneficially own the number of Common Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/23/2026 - 05:13 PM Accepted by SEC EDGAR 07/23/2026 - 05:12 PM

FAQ

What percentage of NOVAGOLD Resources (NG) does the Electrum/Kaplan group currently beneficially own?

The Electrum-affiliated entities and Thomas S. Kaplan collectively beneficially own 104,891,035 Common Shares of NOVAGOLD Resources, representing 23.9% of the 438,780,614 Common Shares outstanding, based on the company’s Form 10-Q filed June 24, 2026.

What transaction involving NOVAGOLD Resources (NG) is referenced in this Schedule 13D/A amendment?

The amendment describes an Arrangement Agreement under which NovaGold Corporation will acquire all issued and outstanding NOVAGOLD Resources Common Shares by way of an arrangement under the Business Corporations Act (British Columbia), according to terms and conditions set in the plan of arrangement.

What have Electrum Strategic and Thomas S. Kaplan agreed to do with their NOVAGOLD (NG) shares?

Electrum Strategic and Thomas S. Kaplan each entered into Voting Agreements dated July 21, 2026, agreeing to vote their NOVAGOLD Common Shares in favor of approving the transactions contemplated by the Arrangement Agreement and against actions reasonably expected to impede or delay completion of the Arrangement.

How many NOVAGOLD (NG) shares and warrants are held through Electrum Strategic?

Electrum Strategic holds 92,902,813 Common Shares of NOVAGOLD Resources and warrants to acquire 6,375,000 Common Shares. These positions form the core of the 99,277,813 securities attributed to several Electrum-related reporting entities in the filing.

What is Thomas S. Kaplan’s direct and indirect NOVAGOLD (NG) exposure in this filing?

Kaplan has sole power over 326,245 Common Shares, including options for 195,267 shares and 119,268 shares issuable from deferred share units. Including Electrum and GRAT Holdings positions, he shares voting and dispositive power over 104,891,035 Common Shares, or 23.9% of the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

NOVAGOLD Resources Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

66987E206

(CUSIP Number)

Electrum Strategic Resources
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)

07/21/2026

(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.

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).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Shares

(b)

Name of Issuer:

NOVAGOLD Resources Inc.

(c)

Address of Issuer's Principal Executive Offices:

201 South Main Street, Suite 400, Salt Lake City, UTAH , 84111.

Item 1 Comment:

This Amendment No. 11 (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, and 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"); (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"); and (iv) Amendment No. 8 to the Schedule 13D filed on July 3, 2023, Amendment No. 9 to the Schedule 13D filed on April 23, 2025, and Amendment No. 10 to the Schedule 13D filed on May 9, 2025, in each case by Electrum Strategic, TEG Services, Global Holdings, Global GP, Leopard, GRAT Holdings and Thomas S. Kaplan ("Kaplan"), with respect to the common shares, no par value (the "Common Shares"), of NOVAGOLD Resources Inc. (the "Issuer"). The purpose of this Amendment is to report the entry by Electrum Strategic and Kaplan into the Voting Agreements (as defined below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer

(a)

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 438,780,614 issued and outstanding Common Shares, as reported by the Issuer to be outstanding pursuant to the Issuer's Form 10-Q filed with the SEC on June 24, 2026. (1) All Reporting Persons Number of shares: 104,891,035 Percentage of shares: 23.9% (2) Electrum Strategic Number of shares: 99,277,813 Percentage of shares: 22.6% (3) TEG Services Number of shares: 99,277,813 Percentage of shares: 22.6% (4) Global Holdings Number of shares: 99,277,813 Percentage of shares: 22.6% (5) Global GP Number of shares: 99,277,813 Percentage of shares: 22.6% (6) Leopard Number of shares: 99,277,813 Percentage of shares: 22.6% (7) GRAT Holdings Number of shares: 104,564,790 Percentage of shares: 23.8% (8) Kaplan Number of shares: 104,891,035 Percentage of shares: 23.9%

(b)

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: 99,277,813* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 99,277,813* (2) TEG Services Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 99,277,813* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 99,277,813* (3) Global Holdings Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 99,277,813* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 99,277,813* (4) Global GP Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 99,277,813* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 99,277,813* (5) Leopard Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 99,277,813* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 99,277,813* (6) GRAT Holdings Sole power to vote or direct the vote: 5,286,977 Shared power to vote or direct the vote: 99,277,813* Sole power to dispose or to direct the disposition: 5,286,977 Shared power to dispose or direct the disposition: 99,277,813* (7) Kaplan Sole power to vote or direct the vote: 326,245** Shared power to vote or direct the vote: 104,891,035*** Sole power to dispose or to direct the disposition: 326,245** Shared power to dispose or direct the disposition: 104,891,035*** * Consists of (i) 92,902,813 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 that are exercisable within 60 days of the date hereof to acquire 195,267 Common Shares and (ii) 119,268 shares that may be acquired on the conversion of deferred share units held by Kaplan. *** Consists of (i) 92,902,813 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 to Amendment No. 9) exercises voting and investment decisions on behalf of GRAT Holdings.

(c)

On June 1, 2026, Kaplan acquired 1,302.115 deferred share units for no consideration in respect of his service as a director of the Issuer. Except for such acquisition, no Reporting Person nor any person named on Schedule A to Amendment No. 9 has effected any transaction in the Common Shares during the past 60 days.

(d)

Not Applicable.

(e)

Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows: The information contained in Item 4 of this Amendment is incorporated by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 - Voting Agreement, dated July 21, 2026, by and between NovaGold Corporation and Thomas S. Kaplan. Exhibit 99.2 - Voting Agreement, dated July 21, 2026, by and between NovaGold Corporation and Electrum Strategic Resources L.P.

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.

Electrum Strategic Resources L.P.

Signature:	/s/ Michael H. Williams
Name/Title:	Michael H. Williams, Managing Director of Electrum Strategic Management LLC, its General Partner
Date:	07/23/2026

The Electrum Group LLC

Signature:	/s/ Michael H. Williams
Name/Title:	Michael H. Williams, Senior Managing Director
Date:	07/23/2026

Electrum Global Holdings L.P.

Signature:	/s/ Andrew M. Shapiro
Name/Title:	Andrew M. Shapiro, Director of TEG Global GP Ltd., its General Partner
Date:	07/23/2026

TEG Global GP Ltd.

Signature:	/s/ Andrew M. Shapiro
Name/Title:	Andrew M. Shapiro, Director
Date:	07/23/2026

Leopard Holdings LLC

Signature:	/s/ Andrew M. Shapiro
Name/Title:	Andrew M. Shapiro, President
Date:	07/23/2026

GRAT Holdings LLC

Signature:	/s/ Thomas S. Kaplan
Name/Title:	Thomas S. Kaplan, Co-Chief Executive Officer
Date:	07/23/2026

Thomas S. Kaplan

Signature:	/s/ Thomas S. Kaplan
Name/Title:	Thomas S. Kaplan
Date:	07/23/2026

Source: View Original Filing on SEC EDGAR