Paulson Advisers Discloses 39.99M-Share (9.8%) Position in NovaGold Including 12.75M Warrants

Rhea-AI Filing Summary

Paulson Advisers LLC and Paulson & Co. Inc. report shared voting and dispositive power over 39,988,061 common shares of NovaGold Resources Inc., representing 9.8% of the class based on 406,897,647 shares outstanding as of June 20, 2025. The reported holdings include 12,750,000 shares underlying warrants exercisable within 60 days of June 30, 2025. The filing is Amendment No. 8 to a Schedule 13G originally filed May 11, 2012, and Paulson states these securities are owned by its advisory clients and disclaims direct pecuniary ownership except as an adviser. The amendment is signed by Stuart L. Merzer as General Counsel & Chief Compliance Officer on behalf of both reporting persons.

Positive

• Clear disclosure of a sizeable passive stake (39,988,061 shares, 9.8%) which enhances transparency for investors
• Includes warrant exposure (12,750,000 exercisable within 60 days), clarifying near-term potential dilution and voting influence

Negative

• None.

Insights

Securities Analyst

TL;DR: Passive ownership disclosure: Paulson reports a material passive stake of 9.8% including near-term exercisable warrants.

Paulson Advisers LLC and Paulson & Co. Inc. disclose shared voting and dispositive power over 39,988,061 common shares of NovaGold, equal to 9.8% of outstanding shares. The position includes 12,750,000 shares issuable upon exercise of warrants within 60 days, which materially contributes to the reported percentage. The Schedule 13G/A classification and the certification indicate the position is held in a passive, advisory capacity rather than for control purposes.

Corporate Governance Expert

TL;DR: Governance implication: large passive stake disclosed, with voting power held jointly by adviser entities.

The filing identifies shared voting and dispositive authority but disclaims beneficial ownership other than through client funds, consistent with advisory stewardship. The reporting persons are Delaware entities and the amendment clarifies holdings as of June 30, 2025. Signature by the General Counsel and Chief Compliance Officer formalizes the disclosure, aligning with regulatory expectations for significant passive holders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 66987E206

1

Names of Reporting Persons

PAULSON & CO. INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 39,988,061.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 39,988,061.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

39,988,061.00

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)

9.8 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Note to Items 6 & 9: Including 12,750,000 shares underlying warrants exercisable within 60 days of June 30, 2025. Note to Items 6, 8, & 9: (See Note 1 to Item 4 below)

SCHEDULE 13G

CUSIP No. 66987E206

1

Names of Reporting Persons

Paulson Advisers LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 39,988,061.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 39,988,061.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

39,988,061.00

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)

9.8 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Note to Items 6 & 9: Including 12,750,000 shares underlying warrants exercisable within 60 days of June 30, 2025. Note to Items 6, 8, & 9: (See Note 1 to Item 4 below)

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NOVAGOLD RESOURCES INC
(b)	Address of issuer's principal executive offices: 201 SOUTH MAIN, SUITE 400, SALT LAKE CITY, Utah, 84111
Item 2.
(a)	Name of person filing: Paulson Advisers LLC
(b)	Address or principal business office or, if none, residence: 15 Exchange Place, Jersey City, NJ 07302
(c)	Citizenship: Delaware limited liability company
(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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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: 39,988,061 (see Note 1)
(b)	Percent of class: 9.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 39,988,061 (See Note 1)
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 39,988,061 (See Note 1) The aggregate percentage of Common Shares reported owned by each person named herein is based upon 406,897,647 Common Shares outstanding as of June 20, 2025, which is the total number of Common Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 25, 2025. Note 1: Paulson Advisers LLC and Paulson & Co. Inc. (togehter, "Paulson") furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts (such investment funds and accounts, the "Funds"). In its role as investment advisor, or manager, as the case may be, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule 13G that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule 13G is owned by the Funds. Except for the purposes of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule 13D. Note 2: This Amendment No. 8 to Schedule 13G (this "Amendment No. 8") is filed with respect to the Common Shares (the "Common Shares") of Novagold Resources Inc. (the "Issuer") beneficially owned by the Reporting Person identified below as of June 30, 2025, and amends and supplements the Schedule 13 G originally filed on May 11, 2012, as previously amended (as so amended, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified.
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. All securities reported in this schedule are owned by Paulson's advisory clients, none of which to Paulson's knowledge owns more than 5% of the class. Paulson itself disclaims beneficial ownership of all such securities.
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
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

PAULSON & CO. INC.

Signature:	/s/ Stuart L. Merzer
Name/Title:	General Counsel & Chief Compliance Officer
Date:	08/14/2025

Paulson Advisers LLC

Signature:	/s/ Stuart L. Merzer
Name/Title:	Stuart L. Merzer, General Counsel & Chief Compliance Officer
Date:	08/14/2025

FAQ

How many NovaGold (NG) shares does Paulson report owning?

Paulson reports shared voting and dispositive power over 39,988,061 shares, representing 9.8% of the class.

Does the reported stake include any exercisable warrants?

Yes. The reported amount includes 12,750,000 shares underlying warrants exercisable within 60 days of June 30, 2025.

On what outstanding share base is the 9.8% calculated?

The percentage is based on 406,897,647 common shares outstanding as of June 20, 2025, per the issuer's quarterly report.

Are Paulson entities claiming beneficial ownership of the shares?

Paulson states the securities are owned by its advisory clients and disclaims beneficial ownership

What type of filing is this and when was it signed?

This is Amendment No. 8 to a Schedule 13G and it was signed by Stuart L. Merzer on 08/14/2025.