UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
NovaGold Resources Inc.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
66987E206
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(CUSIP Number)
Electrum Strategic Resources LLC
1370 Avenue of the Americas, 19th Floor
New York, NY 10019
Attn: William Natbony
(646) 365-1600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 22, 2009
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(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box. |_|
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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 (the "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
CUSIP No. 66987E206
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Electrum Strategic Resources LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY:
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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7 SOLE VOTING POWER:
98,070,259 shares
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NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON 98,070,259 shares
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER:
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
98,070,259
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
43.18%
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14 TYPE OF REPORTING PERSON*
OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
SCHEDULE 13D
Item 1. Security and Issuer
This Statement on 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 Nova Scotia, Canada. The address of
the Issuer's principal executive offices is Suite 2300-200 Granville Street,
Vancouver, British Columbia, Canada V6C 1S4.
Item 2. Identity and Background
(a) This Statement is being filed by Electrum Strategic Resources LLC (the
"Reporting Person"). Schedule A attached hereto sets forth information
regarding persons referred to in Instruction C of Schedule 13D.
(b) The principal business address of the Reporting Person is 1370 Avenue of
the Americas, 19th Floor, New York, NY 10019.
(c) The principal business of the Reporting Person is owning securities.
(d) Neither the 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 the 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) The Reporting Person is a limited liability company organized and existing
in the State of Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used to make the $69,681,110.30 of acquisitions described in
Item 5(c) of this Schedule 13D were contributed to the Reporting Person by GRAT
Holdings LLC, its sole member.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Common Shares reported herein for
investment purposes and the Reporting Person and/or one or more of its
affiliates may, depending on market and other conditions, increase or decrease
its beneficial ownership of Common Shares or other securities of the issuer
whether in the open market, by privately negotiated agreement or otherwise.
Page 3 of 7
Other than as set forth above, the Reporting Person, in its capacity as a
holder of a security of the issuer, currently has no plan or proposal that
relates to any of the matters described in subparagraphs (a) through (j) of Item
4 to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Person beneficially owns
98,070,259 Common Shares, consisting of 51,916,412 Common Shares and
warrants exercisable within 60 days of the date hereof to acquire an
additional 46,153,847 Common Shares. Based upon 180,973,089 Common Shares
outstanding as of the date hereof, the Reporting Person beneficially owns
43.18% of the Issuer's Common Shares.
(b) The Reporting Person has sole voting and dispositive power over the
Common Shares described in Item 5(a) of this Schedule 13D.
(c) On January 22, 2009, the Reporting Person acquired ownership of
46,153,847 units of the Issuer for the aggregate purchase price of
US$60,000,001.10, representing a subscription price of US$1.30 per Unit.
Each Unit consists of one Common Share and one transferable Common Share
purchase warrant entitling the holder(s) thereof to purchase one
additional Common Share at an exercise price of US$1.50 per Warrant Share
at any time on or before 5:00 p.m. (Toronto time) on January 22, 2013.
On January 23, 2009, pursuant to a purchase and sale agreement, the
Reporting Person acquired ownership of 5,762,565 Common Shares for an
aggregate purchase price of $9,681,109.20.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
The warrants discussed herein are governed by the terms of a
Warrant, dated January 22, 2009, between the Reporting Person and the Issuer. A
copy of the Warrant Agreement is attached hereto as Exhibit 1 and is hereby
incorporated by reference.
The Reporting Person and the Issuer are parties to a Registration
Rights Agreement, dated January 22, 2009, pursuant to which the Reporting Person
(and/or its successors and assigns) shall be entitled to make up to three
demands that the Issuer register Common Shares in the United States. A copy of
the Registration Rights Agreement is attached hereto as Exhibit 2 and is hereby
incorporated by reference.
The Reporting Person and the Issuer are parties to a Qualification
Rights Agreement, dated January 22, 2009, pursuant to which the Reporting Person
(and/or its successors and assigns) shall be entitled to make up to three
demands that the Issuer qualify Common Shares for resale by the Reporting Person
in Canada. A copy of the Registration Rights Agreement is attached hereto as
Exhibit 3 and is hereby incorporated by reference.
Page 4 of 7
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1. Form of Warrant, dated January 22, 2009
Exhibit 99.2. Form of Registration Rights Agreement, dated January 22,
2009
Exhibit 99.3. Form of Qualification Rights Agreement, dated January 22,
2009
Page 5 of 7
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 2, 2009
ELECTRUM STRATEGIC RESOURCES LLC
/s/ William Natbony
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By: William Natbony
Title: Chief Executive Officer
Page 6 of 7
Schedule A
Officer of Electrum Strategic Resources LLC
William Natbony is the Chief Executive Officer and sole officer of Electrum
Strategic Resources LLC. Mr. Natbony's principal business address is 1370 Avenue
of the Americas, 19th Floor, New York, NY 10019. Mr. Natbony's principal
business is as a businessman.
The members of the investment committee of Electrum Strategic Resources LLC are
William Natbony, Robert M. Newman, Jr. and Michael Williams. The principal
business address of each of the foregoing persons is 1370 Avenue of the
Americas, 19th Floor, New York, NY 10019. Each of the foregoing persons is a
United States citizen. The principal business of each of the foregoing persons
is as a business person.
Sole Member of Electrum Strategic Resources LLC
GRAT Holdings LLC, a Delaware limited liability company with an address of 1370
Avenue of the Americas, 19th floor, New York, NY 10019, is the sole member of
Electrum Strategic Resources LLC. William Natbony is the manager and sole
officer of GRAT Holdings LLC. GRAT Holdings LLC is in the business of investing.
Page 7 of 7