Novagold Resources Inc. announced on October 5, 2026, that it has filed and commenced mailing its management information circular and definitive proxy statement to shareholders in connection with a special meeting. The meeting is scheduled to be held on November 3, 2026, at 10:00 a.m. (Vancouver Time) in Vancouver, British Columbia.
The meeting materials relate to a proposed transaction announced on July 22, 2026. Under the plan, a newly incorporated Delaware company, NovaGold Corporation (New NOVAGOLD), would become the ultimate parent of Novagold and acquire the 40% interest in Donlin Gold LLC held by Paulson Advisers LLC and its affiliates. This transaction would increase Novagold’s ownership of the Donlin Gold project from 60% to 100%.
Shareholders of record as of the close of business on September 23, 2026, will be asked to vote on a special resolution approving the Plan of Arrangement. The Board of Directors unanimously recommends that shareholders vote in favor of the Arrangement Resolution. Additionally, shareholders will vote on resolutions regarding the adoption of new incentive plans, including the New NOVAGOLD 2026 Omnibus Incentive Plan and the New NOVAGOLD Employee Stock Purchase Plan.
Citigroup Global Markets Inc. provided a fairness opinion stating that, subject to certain assumptions, the consideration to be received by Novagold shareholders (other than Paulson) is fair from a financial point of view. The company projects that upon completion of the transaction, the new entity will have a market capitalization of approximately $4.9 billion and will be listed on the New York Stock Exchange.
Shareholders are urged to vote by the deadline of October 30, 2026, at 10:00 a.m. (Vancouver Time). The meeting materials and proxy voting assistance are available at www.NewNOVAGOLD.com.
