UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
(Amendment No. 7)*
NOVAGOLD RESOURCES INC.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
66987E206
(CUSIP Number)
September 30, 2024
(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)
[x] Rule
13d-1(c)
[ ] Rule
13d-1(d)
*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).
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Paulson & Co. Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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27,238,061 (See Note 1 to Item 4 below)
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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27,238,061 (See Note 1 to Item 4 below)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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27,238,061 (See Note 1 to Item 4 below)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.1%
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12.
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TYPE OF REPORTING PERSON
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IA
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Item 1(a).
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Name of Issuer:
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NOVAGOLD RESOURCES INC.
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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201 South Main Street, Suite 400
Salt Lake City, Utah, USA
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Item 2(a).
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Name of Persons Filing:
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Paulson & Co. Inc.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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1133 Avenue of the Americas, New York, NY 10036
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Item 2(c).
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Citizenship:
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Delaware corporation
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Item 2(d).
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Title of Class of Securities:
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Common Shares, no par value
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Item 2(e).
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CUSIP Number:
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66987E206
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
[x] Not Applicable
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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This Amendment No. 7 to Schedule 13G (this “Amendment No. 7”) 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 September 30, 2024, 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.
The name of the person filing this statement on this Amendment No. 7 (the “Reporting Person”) is:
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Paulson & Co. Inc.
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: 27,238,061 (see Note 1)
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(b)
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Percent of Class: 8.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 27,238,061 (See Note 1)
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 27,238,061 (See Note 1)
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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The aggregate percentage of Common Shares reported owned by each person named herein is based upon 334,567,187 Common Shares outstanding as of September 25, 2024, 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 October 2, 2024.
Note 1: Paulson & Co. Inc. ("Paulson") and its affiliates 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, Paulson possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds. All securities
reported in this schedule are owned by the Funds. Paulson disclaims beneficial ownership of such securities.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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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.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: November 14, 2024
PAULSON & CO. INC.
By: /s/ Stuart L. Merzer
Stuart L. Merzer,
General Counsel & Chief Compliance Officer
Stuart L. Merzer,
General Counsel & Chief Compliance Officer