Exor/Lingotto Disclose 8.58% Stake in Novagold (NG)

Rhea-AI Filing Summary

Novagold Resources Inc. disclosures show that Giovanni Agnelli B.V., Exor N.V. and affiliated Lingotto entities report beneficial ownership of 34,902,954 common shares of Novagold, equal to 8.58% of the outstanding class. The report states the filers have sole voting and sole dispositive power over those shares and sets out the ownership chain in which Lingotto LLP is 99.7% owned by Lingotto Investment Management (UK) Limited, a wholly owned subsidiary of Exor N.V., which is controlled by Giovanni Agnelli B.V. The filing includes a certification that the position is not held to change or influence control, indicating a passive reporting intent.

Positive

• Material disclosure: A substantial 8.58% ownership stake in Novagold is clearly reported.
• Sole voting/dispositive power: The filers report sole authority over 34,902,954 shares.
• Clear ownership chain: The filing explains the relationship among Lingotto entities, Exor N.V., and Giovanni Agnelli B.V.
• Declared passive intent: Item 10 certification states the shares are not held to change or influence control.

Negative

• None.

Insights

Financial Analyst

TL;DR: An 8.58% passive stake is material; filers report sole control over shares but certify no intent to influence control.

The disclosed 34,902,954-share position represents a material ownership block above the 5% reporting threshold. The filers report sole voting and dispositive power, which means they hold direct authority over those shares rather than sharing control. The percentage is calculated versus the issuer's reported outstanding share count of 406,897,647. Since the filers assert the stake is not intended to change control, the immediate corporate governance impact is limited to ownership visibility rather than an announced strategic change.

Corporate Governance Expert

TL;DR: Ownership structure and chain are clearly disclosed; certification of passive intent reduces likelihood of immediate governance actions.

The filing clearly maps the ownership chain from Lingotto entities to Exor and Giovanni Agnelli B.V., and discloses the sole voting and dispositive powers associated with the shares. The Item 10 certification explicitly states the securities were not acquired to influence control, which classifies this as a passive Schedule 13G disclosure rather than an active 13D seeking influence. For governance monitoring, parties should note the concentration level but the filing itself indicates no overt change in control strategy.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NOVAGOLD RESOURCES INC.

(Name of Issuer)

Common shares

(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

Giovanni Agnelli B.V.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 34,902,954.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 34,902,954.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,902,954.00

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)

8.58 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 66987E206

1

Names of Reporting Persons

Exor N.V.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 34,902,954.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 34,902,954.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,902,954.00

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)

8.58 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 66987E206

1

Names of Reporting Persons

Lingotto Investment Management (UK) Limited

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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 34,902,954.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 34,902,954.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,902,954.00

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)

8.58 %

12

Type of Reporting Person (See Instructions)

CO, FI

SCHEDULE 13G

CUSIP No. 66987E206

1

Names of Reporting Persons

Lingotto Investment Management LLP

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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 34,902,954.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 34,902,954.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,902,954.00

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)

8.58 %

12

Type of Reporting Person (See Instructions)

PN, FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NOVAGOLD RESOURCES INC.
(b)	Address of issuer's principal executive offices: 201 South Main Street, Suite 400, Salt Lake City, Utah 84111, United States
Item 2.
(a)	Name of person filing: Giovanni Agnelli B.V. Exor N.V. Lingotto Investment Management (UK) Limited Lingotto Investment Management LLP Lingotto Investment Management LLP, which acquired the securities being reported on, is 99.7% owned by Lingotto Investment Management (UK) Limited. Lingotto Investment Management (UK) Limited is a wholly owned subsidiary of Exor N.V., which in turn is controlled by Giovanni Agnelli B.V.
(b)	Address or principal business office or, if none, residence: Giovanni Agnelli B.V. Symphony Building Gustav Mahlerplein 25 Amsterdam, 1082 MS The Netherlands Exor N.V. Symphony Building Gustav Mahlerplein 25 Amsterdam, 1082 MS The Netherlands Lingotto Investment Management (UK) Limited 7 Seymour Street London, W1H 7JW United Kingdom Lingotto Investment Management LLP 7 Seymour Street London, W1H 7JW United Kingdom
(c)	Citizenship: Giovanni Agnelli B.V. - the Netherlands Exor N.V. - the Netherlands Lingotto Investment Management (UK) Limited- United Kingdom Lingotto Investment Management LLP - United Kingdom
(d)	Title of class of securities: Common shares
(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: See the responses to Item 9 on the attached cover pages.
(b)	Percent of class: See the responses to Item 11 on the attached cover pages.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.
	(ii) Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.
	(iii) Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages.
	(iv) Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Item 2
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.

Giovanni Agnelli B.V.

Signature:	/s/ Guido de Boer
Name/Title:	Guido de Boer | Authorized Signatory
Date:	08/11/2025

Exor N.V.

Signature:	/s/ Guido de Boer
Name/Title:	Guido de Boer | Chief Financial Officer
Date:	08/11/2025

Lingotto Investment Management (UK) Limited

Signature:	/s/ Enrico Vellano
Name/Title:	Enrico Vellano | CEO
Date:	08/11/2025

Lingotto Investment Management LLP

Signature:	/s/ Enrico Vellano
Name/Title:	Enrico Vellano | CEO
Date:	08/11/2025

Exhibit Information

Percent of class based on 406,897,647 common shares outstanding at June 20, 2025 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on June 25, 2025. This Amendment No. 2 to Schedule 13G is being filed by Lingotto Investment Management LLP as an amendment to the Schedule 13G previously filed by Exor N.V. (CIK: 0001589122) on March 25, 2024 pursuant to the Joint Filing Agreement filed as Exhibit 99.1 thereto, and as subsequently amended on November 13, 2024.

FAQ

Who filed the Schedule 13G for Novagold (NG)?

The filing lists Giovanni Agnelli B.V., Exor N.V., Lingotto Investment Management (UK) Limited, and Lingotto Investment Management LLP as reporting persons.

How many Novagold shares are reported as beneficially owned?

The report states 34,902,954 common shares, representing 8.58% of the class.

What voting and dispositive power is reported in the filing?

The filers report sole voting power: 34,902,954 and sole dispositive power: 34,902,954, with no shared voting or dispositive power.

Does the filing indicate the stake is intended to influence control of Novagold (NG)?

No. The Item 10 certification states the securities were not acquired and are not held to change or influence control of the issuer.

On what share count is the 8.58% figure based?

The 8.58% is calculated using an outstanding share count of 406,897,647 common shares as reported by the issuer.