Amendment: SEC Form SC 13G/A filed by Novagold Resources Inc.

11/12/24 1:00:04 PM ET

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SC 13G/A 1 ng09302413ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) (RULE 13d-102) Information to be included in statements filed pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto filed pursuant to Rule 13d-2 (b). Novagold Resources Inc (Name of Issuer) Common shares (Title of Class of Securities) 66987E206 (CUSIP/SEDOL 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: [X] Rule 13d-1 (b) [ ] 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 the disclosures provided in a prior cover page. The information required in 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 13G/A Issuer: Novagold Resources Inc CUSIP No.: 66987E206 1 NAMES OF REPORTING PERSONS First Eagle Investment Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES 5 SOLE VOTING POWER - 26,086,808 BENEFICIALLY 6 SHARED VOTING POWER - 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER - 26,086,808 REPORTING PERSON 8 SHARED DISPOSITIVE POWER - 0 WITH: 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,086,808 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 7.80% 12 TYPE OF REPORTING PERSON IA SCHEDULE 13G/A Issuer: Novagold Resources Inc CUSIP No.: 66987E206 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, UT 84111 ITEM 2 (a) Name of Person Filing: First Eagle Investment Management, LLC (b) Address of Principal Business Office: 1345 Avenue of the Americas New York, NY 10105 (c) Citizenship: Delaware, USA (d) Title of Class of Securities: Common Stock (e) CUSIP No.: 66987E206 ITEM 3 If this statement is filed pursuant to Sections 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 if 1940 (15 U.S.C. 80a-8); (e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 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 insurance company under Section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(J). SCHEDULE 13G Issuer: Novagold Resources Inc CUSIP No.: 66987E206 ITEM 4. Ownership. See cover page. ITEM 5. Ownership of Five Percent or Less of a Class. N/A ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON First Eagle Investment Management, LLC (FEIM), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 26,086,808 shares, or 7.80% of the common stock believed to be outstanding as a result of acting as investment adviser to various clients. Clients of FEIM have the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities. The First Eagle Gold Fund, a registered investment Company for which FEIM acts as investment adviser, may be deemed to beneficially own 25,384,555 of these 26,086,808 shares, or 7.59% of the Company's Common Stock. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. N/A ITEM 8. Identification and Classification of Members of the Group. N/A ITEM 9. Notice of Dissolution of Group N/A ITEM 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of 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. Date: November 11, 2024 Signature: /s/ David O'Connor Name/Title: David O'Connor, Senior Vice President

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Amendment: SEC Form SC 13G/A filed by Novagold Resources Inc.

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