Shareholders will be required to vote on a number of matters, including a transaction that was previously announced. Under this transaction, NOVAGOLD will acquire 40% of the equity in Donlin Gold held by Paulson Advisers LLC and its affiliates through a full-share transaction, thereby increasing NOVAGOLD's shareholding in Donlin Gold from 60% to 100%.
- NOVAGOLD The board of directors unanimously recommends that shareholders vote in favor of each resolution listed in the circular and proxy statement.
- If you have any questions or need assistance with voting, please visit www.NewNOVAGOLD.com to review the materials and obtain help. The company encourages shareholders to vote as early as possible before the deadline for proxy voting on October 30, 2026, at 10:00 a.m. (Vancouver time).
Vancouver, British Columbia, Canada, October 5, 2026 ( GLOBE NEWSWIRE ) – NOVAGOLD RESOURCES INC. (" NOVAGOLD " or "the Company") ( NYSE American, TSX : NG ) announced today that it has submitted and began distributing management information circulars and formal proxy statements (collectively referred to as "Circulars and Proxy Statements"), as well as related proxy materials (collectively referred to as "Meeting Materials"), for the special general meeting of shareholders (the "Meeting") to be held on November 3, 2026.
At this meeting, shareholders registered as of the close of business on September 23, 2026 (the “registration date”) will be requested to review and, where deemed appropriate, approve (with or without modifications): (i) a special resolution (“Arrangement Resolution”) approving an arrangement plan (“Arrangement”). This arrangement is related to a transaction announced on July 22, 2026; upon fulfillment of certain delivery conditions, after the completion of the transaction, the newly established Delaware corporation NovaGold Corporation (“New NOVAGOLD”) will become the ultimate parent company of NOVAGOLD and its subsidiaries, and will acquire 40% of the interests in Donlin Gold LLC (“Donlin Gold”) held by Paulson Advisers LLC and certain related parties (collectively referred to as “Paulson”) through Donlin Gold Holdings LLC, thereby increasing NOVAGOLD’s shareholding in its primary gold mine development project in Alaska from 60% to 100% (the “such transaction”); as well as (ii) other resolutions outlined below. More detailed information on each resolution is contained in the circular and the proxy statement.
NOVAGOLD The Board of Directors (“Board”) unanimously recommends that shareholders vote in favor of the proposed resolution and the following other resolutions. Citibank Global Financial Markets Corporation (Citigroup Global Markets Inc, “Citibank”) has also issued an opinion stating that, as of the date of this opinion, and subject to the assumptions, qualifications, and restrictions listed in the circulars and power of attorney, the consideration to be received by the NOVAGOLD shareholders (except Paulson) is fair from a financial perspective.
The meeting materials contain important information regarding this arrangement, other matters to be discussed at the meeting, the voting procedures, and the factors considered by the board of directors when making a unanimous recommendation. These can be found on the issuer's profile pages at www.NewNOVAGOLD.com, SEDAR + website www.sedarplus.ca, as well as on the U.S. Securities and Exchange Commission website EDGAR ( www.sec.gov ). The company urges shareholders to carefully and thoroughly read the meeting materials before voting.
About this meeting
The meeting will be held on November 3, 2026, at 10:00 a.m. (Vancouver time) in Room 3500, No. 1133, Melville Street, Vancouver, British Columbia, Canada, PO Box V6E 4E5. Shareholders will vote on the proposed resolutions and the following other resolutions. Detailed information regarding these resolutions is contained in the circular letter and proxy statement. The board of directors unanimously recommends that shareholders vote in favor of each resolution.
- Arrangement of resolutions:In accordance with a temporary order issued by the Supreme Court of British Columbia on September 24, 2026, shareholders will vote on a special resolution to approve this arrangement. The arrangement is based on the agreement signed on July 21, 2026, between NOVAGOLD, the new NOVAGOLD (which will become the ultimate parent company of NOVAGOLD and its subsidiaries after the arrangement is completed, namely the "new NOVAGOLD after the arrangement"), and Paulson (referred to as the "Arrangement Agreement"), and is implemented in accordance with Part 9, Division 5 of the British Columbia Business Companies Act. For more detailed information, please refer to the circular and the proxy statement. The full text of the arrangement resolution is contained in Attachment A of the circular and the proxy statement.
- Equity Plan Resolution:Shareholders will vote on a ordinary resolution to approve the adoption of the new NOVAGOLD 2026 Comprehensive Incentive Plan.
- New NOVAGOLD Employee Stock Purchase Plan Resolution:Shareholders will vote on a ordinary resolution to approve the adoption of a new NOVAGOLD employee stock purchase plan.
- NOVAGOLD Employee Stock Purchase Plan Resolution:Shareholders will vote on a ordinary resolution to approve the adoption of the NOVAGOLD Employee Stock Purchase Plan.
- Compensation Resolution:Shareholders will vote on a ordinary resolution to approve, in a consultative (non-binding) manner, the compensation that may be paid or should be paid to the named executives of NOVAGOLD in relation to the agreement and related transactions.
Reasons for supporting the arrangement of resolutions, equity plan resolutions, new NOVAGOLD employee stock purchase plan resolutions, NOVAGOLD employee stock purchase plan resolutions, and compensation resolutions
- Financial Strength and Stable Returns:Shareholders will hold equity in a well-capitalized gold developer, which will own 100% of Donlin Gold. The project is expected to have an average annual gold production of 1.3 million ounces in the first 10 full years after production begins; during the 27-year mine life span, the average annual gold production is anticipated to be 1.1 million ounces. Upon completion of the transaction, the expected market value of the newly arranged NOVAGOLD is approximately $4.9 billion (based on the closing price of $7.25 per share of NOVAGOLD on September 15, 2026).
- Immediately enhance shareholder value:The company stated that this transaction will immediately enhance shareholder value across several key indicators, including: (i) net asset value per share; ( ii ) gold reserves and resource volume per share, with an additional approximately 16 million ounces of measured and indicated resources, of which about 13 million ounces are proven and probable reserves, located in safe and stable jurisdictions that support responsible development; and ( iii ) over the first 10 full years, it is expected to contribute to an increase in annual gold production of more than 520,000 ounces.
- Improve operational efficiency:By consolidating 100% ownership under a single parent company, the corporate decision-making process for the Donlin Gold project is streamlined, and operational and capital efficiency is improved. Duplicate governance structures are eliminated, making development opportunities and market response mechanisms more efficient. At the same time, through specific locking, immobilization, and voting restrictions, the independent governance of NOVAGOLD is maintained.
- Expected to have limited impact on operations:After the arrangement, the new NOVAGOLD and its subsidiaries will continue to carry out the business currently conducted by NOVAGOLD and its subsidiaries. The company currently expects that this arrangement will not lead to any significant changes in business, positions, management, operations, assets, office or facility locations, or the number of employees.
- Expected to form a larger and more liquid market capitalization platform:The board of directors believes that, compared to being a Canadian registered company, being a U.S. registered company will be more beneficial for enhancing the long-term value of shareholders. After the arrangement, the new NOVAGOLD is expected to have a larger market value and will list on the New York Stock Exchange upon completion of the arrangement. The board of directors believes that this will increase the company's visibility, accessibility in the capital market, and shareholder liquidity.
- Enhance financing capabilities:It will help to promote and expand the channels for accessing private capital and official sector capital (including government agencies and sovereign wealth funds) in order to support the next phase of development of the Donlin Gold project. The board believes that with the new arrangement, the stronger financial position and larger market value of NOVAGOLD are expected to improve its ability to enter the capital market under favorable conditions, and will also provide greater financial flexibility for the development of the Donlin Gold project.
- Establish a single contact window for key stakeholders:To establish a single point of contact for communication with key stakeholders, including the long-term landowners Donlin Gold, Calista Corporation, and The Kuskokwim Corporation.
- Optimize company structure:By establishing a newly registered U.S. parent company that will list on the New York Stock Exchange, a more suitable corporate structure will be formed.
- Fairness Opinion:Citi's fairness opinion states that as of July 21, 2026, based on and subject to the various assumptions, procedures, considerations, review limitations, and qualification conditions described in this opinion, the consideration obtained by shareholders (except for Paulson) under this arrangement is fair from a financial perspective, when considered in conjunction with the overall nature of such transactions.
- Support from directors, senior management, and major shareholders:In accordance with several voting protocols, the company's directors and certain senior executives, as well as Paulson (as an existing shareholder) and Electrum Strategic Resources L.P. (the largest shareholder as of the registration date of NOVAGOLD) (collectively referred to as "NOVAGOLD locked-up shareholders") have agreed to vote in favor of such transactions regarding all of their holdings of the company's common stock ("NOVAGOLD shares"), including arranging resolutions; if applicable to the relevant voting, this also includes exercising or redeeming options to purchase NOVAGOLD shares and other convertible securities that may subsequently issue NOVAGOLD shares. As of the registration date, the NOVAGOLD locked-up shareholders collectively hold approximately 28% of the issued NOVAGOLD shares.
- The ability to respond to unsolicited, more competitive proposals:In accordance with the General Implementation Agreement (the "General Implementation Agreement") effective as of July 21, 2026, signed by NOVAGOLD, new NOVAGOLD, NOVAGOLD Resources Alaska Inc and Paulson, if the Board of Directors bona fide determines that a non-invited, genuine, and written proposal constitutes or is reasonably expected to constitute a "better proposal" under the General Implementation Agreement, and failure to take action would be inconsistent with its fiduciary duties, the Board of Directors may still respond, provided that certain conditions are met. These conditions include notifying new NOVAGOLD and Paulson and complying with their matching rights. The company states that this is not expected to deter other potential interested buyers (if any).
- Transactions reached through negotiation:The arrangement agreement is the result of comprehensive negotiations between the company and its legal and financial advisors with new NOVAGOLD and Paulson.
- Transaction certainty:The company believes that the obligations assumed by the new NOVAGOLD and Paulson in such transactions are subject only to limited conditions that are reasonable under the current circumstances.
- Shareholder approval:This arrangement must be supported by no less than two-thirds (2/3) of the votes cast by the shareholders who attend in person or by their authorized representatives.
- Regulatory Approval:This arrangement must be approved by the Supreme Court of British Columbia, which will consider matters including whether the arrangement is fair and reasonable to the shareholders.
- Right to object:The arrangement terms stipulate that shareholders on the registration date who oppose the arrangement may exercise their right to object under certain conditions; if successful, they may receive a fair value for their NOVAGOLD shares. The arrangement agreement also specifies that if the proportion of shares exercising the right to object exceeds 10%, then NOVAGOLD may terminate the arrangement by including this as one of the delivery conditions, provided that Paulson agrees to it.
For more information regarding the benefits of this arrangement and the factors considered by the board of directors, please refer to the circular letter, the proxy statement, and www.NewNOVAGOLD.com.
Any questions? Need voting assistance?
The company encourages shareholders to carefully review the meeting materials and vote as soon as possible. The deadline for proxy voting is 10:00 a.m. on October 30, 2026 (Vancouver time). Shareholders may vote via the internet, telephone, or by mail according to the instructions provided in the voting forms they have received. Meeting materials and voting information can be found at www.NewNOVAGOLD.com. If shareholders have any questions or need assistance with voting, they should contact the appropriate advisor based on their location:
- Canadian and international shareholders (except the United States) – Kingsdale AdvisorsTelephone: +1 (866) 228-8818 (free in North America)SMS or phone: +1 (416) 623-2514 (outside North America)Email: contactus @ kingsdaleadvisors.com
- U.S. shareholders – Innisfree M & A IncorporatedTelephone: +1 (877) 750-0926 (toll-free in the United States)Telephone: +1 (412) 232-3651 (for other countries)
About NOVAGOLD
NOVAGOLD is a well-funded precious metals company that focuses on developing the Donlin Gold project located in Alaska. The company claims that this region is one of the safest mining jurisdictions in the world. Calculated on a 100% basis, the Donlin Gold project is estimated to contain approximately 40 million ounces of gold (about 560 million tons), with an average grade of 2.22 grams per ton, including both proven and inferred mineral reserves. As such, it is considered one of the largest, highest-grade, and most promising open-pit gold deposits known in the world. According to the "2025 Technology Report" and the "2025 Technology Report Summary," once the Donlin Gold project is put into operation, it is expected to produce over 1 million ounces of gold annually for a 27-year mine life, also calculated on a 100% basis.
About Donlin Gold Holdings
Donlin Gold Holdings is 100% wholly owned by Paulson Advisers LLC and its related parties, and holds 40% of the equity in Donlin Gold project. Donlin Gold Holdings and NOVAGOLD jointly hold 100% of the equity in Donlin Gold, and share equal voting rights and operational control rights with NOVAGOLD in accordance with the operating agreement.
NOVAGOLD Contact Information
Mé lanie Hennessey
Vice President of Corporate CommunicationsFrank Gagnon
Investor Relations ManagerTelephone: 604-669-6227 or 1-866-669-6227
Email: info @ novagold.comWebsite: www.novagold.comNote on Forward-Looking Statements
This communication contains certain “forward-looking information” and “forward-looking statements” as defined by the Securities Laws (including the U.S. Private Securities Litigation Reform Act of 1995) (collectively referred to as “forward-looking statements”). Forward-looking statements are typically, but not always, identified by words such as “expected,” “continued,” “persisted,” “anticipated,” “believed,” “intended,” “estimated,” “potential,” “possible,” or by stating that events, conditions, or results “will,” “may,” “be able to,” or “could” occur or be achieved. Except for statements of historical facts, all statements contained in this document are forward-looking statements.
These forward-looking statements include statements regarding the expected results of such transactions; the ability of NOVAGOLD, new NOVAGOLD, and Paulson to complete such transactions in accordance with the terms described herein, or whether they will be able to complete the transactions, including obtaining the required regulatory approvals, shareholder approvals, court approvals, stock exchange approvals, and meeting other customary closing conditions; the anticipated synergies related to strategy, operations, and other aspects associated with such transactions; forecasts related to expansion; and the impact of such transactions on new NOVAGOLD and its stakeholders.
The forward-looking statements contained in this document are based on several significant assumptions, including but not limited to: the expected outcomes of such transactions; the ability of NOVAGOLD, new NOVAGOLD, and Paulson to complete such transactions in accordance with the terms described herein, or whether they will be able to complete the transactions, including obtaining the required regulatory approvals, shareholder approvals, court approvals, stock exchange approvals, and meeting other customary delivery conditions; the anticipated synergies related to strategy, operations, and other aspects associated with such transactions; forecasts related to expansion; the company's ability to achieve production in Donlin Gold; the cost estimates and assumptions in the "2025 Technology Report" and the "2025 Technology Report Summary"; the expected timing of updated reports and/or studies (including the Donlin Gold financing feasibility study and draft supplementary environmental impact statement); the repayment of the Barrick promissory notes and its timing; whether there will be sufficient working capital; future financing activities and potential sources of funds; estimated metal prices, metallurgy, extractability, marketability, as well as operating and capital costs, and other assumptions that support the estimates of resources and reserves; the company's expected ability to develop sufficient infrastructure and the reasonableness of related costs; that all necessary permits and government approvals will be obtained and their timing; assumptions made regarding drilling results, geological conditions, ore body grade, and continuity; expectations for the equipment, skilled labor, and services required for mineral exploration and development; and operational or regulatory risks.
Forward-looking statements are necessarily based on certain opinions, estimates, and assumptions that the management of NOVAGOLD deems appropriate and reasonable at the time of making such statements, and are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results, activities, performances, or achievements to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements are not historical facts, but rather represent the management of NOVAGOLD's expectations, estimates, and projections regarding future events or circumstances as of the date of those statements.
Important factors that could lead to significant differences between actual results and expectations include: the need to obtain additional permits and government approvals; the time and likelihood of obtaining and maintaining the necessary permits for construction and operation; the feasibility study after completion, as well as additional financing required for exploration and development of assets; the availability of debt and capital market financing; pandemics; uncertainties in drilling results, interpretation of geological tests, and estimation of reserves and resources; changes in mineral production performance, mining, and exploration success; changes in legislation, taxation, regulation, or supervision by national and local governments in the United States or Canada, and/or changes in the enforcement of laws, policies, and practices; expropriation or nationalization of property, as well as political or economic developments; the ongoing cooperation required among the various owners of Donlin Gold to advance the Donlin Gold project; cooperation with government agencies and indigenous groups required for the development and operation of assets; risks associated with construction and mining projects, such as accidents, equipment failures, adverse weather, non-compliance with environmental protection and permit requirements, unexpected changes in geological structure, ore grade, or recovery rates; unexpected cost increases, including a substantial rise in anticipated capital and operating costs; fluctuations in metal prices and exchange rates; whether and when positive construction decisions will be made regarding the Donlin Gold project; and other risks and uncertainties disclosed in the most recent 10-K and 10-Q reports submitted by NOVAGOLD, particularly the "Risk Factors" section, as well as in other documents submitted from time to time to the applicable securities regulatory authorities. These documents can be obtained by visiting the NOVAGOLD website www.novagold.com, the U.S. Securities and Exchange Commission website www.sec.gov, or the SEDAR + website www.sedarplus.ca.
The forward-looking statements contained in this document reflect the beliefs, opinions, and predictions of NOVAGOLD as of the date such statements were made. Except as required by law, NOVAGOLD shall have no obligation to update these forward-looking statements if such beliefs, opinions, predictions, or other factors should change.
Important Information and Ways to Access It
NOVAGOLD has submitted relevant materials to the U.S. Securities and Exchange Commission (SEC) and the applicable Canadian securities regulatory authorities, including a management information circular and Form 14A proxy statement submitted on October 5, 2026. This management information circular and proxy statement have been sent or otherwise delivered to the shareholders of NOVAGOLD in order to seek their approval of the proposals related to such transactions.
The company urges NOVAGOLD investors and shareholders to carefully and thoroughly read the management information circular, the formal proxy statement, as well as any other relevant documents related to these transactions that have been or will be submitted to the U.S. Securities and Exchange Commission (SEC) and the applicable Canadian securities regulatory authorities (including any revisions or supplements thereto), as these documents contain or will contain important information regarding the proposed transactions, the parties to the proposed transactions, and related matters. Investors and shareholders may obtain free copies of the management information circular, the formal proxy statement, and other documents through the SEC website http :// www.sec.gov, the SEDAR website, the www.sedarplus.ca website on the NOVAGOLD page, or the NOVAGOLD website https :// novagold.com / investors / why-invest.
Compulsory requirements:
- Donlin Gold Holdings LLC is wholly owned by Paulson.
- NOVAGOLD defines a primary gold mine development project as one that is expected to have a production life of at least 10 years, an annual gold output of at least 500,000 ounces, and an average expected cash cost throughout the entire production cycle that falls within the lower half of the industry's cost curve.
- The data is based on reports titled "US Alaska Donlin Gold Project NI 43-101 Technical Report" (effective date November 30, 2025, referred to as the "2025 Technical Report") and "US Alaska Donlin Gold Project S-K 1300 Technical Report Summary" (date November 30, 2025, referred to as the "2025 Technical Report Summary").
- Donlin Gold The data is based on the "2025 Technology Report" and the "2025 Technology Report Summary".
- Donlin Gold The data is based on the "2025 Technology Report" and the "2025 Technology Report Summary." Calculated on a 100% basis, Donlin Gold possesses approximately 9 million tons of measured resources with a grade of 2.67 grams per ton, as well as about 551 million tons of indicated resources with a grade of 2.21 grams per ton, both of which include mineral reserves. Among these, considering that NOVAGOLD holds 60% of the rights to Donlin Gold, the current resources attributed to NOVAGOLD amount to about 6 million tons of measured resources and about 330 million tons of indicated resources (both including mineral reserves). Excluding mineral reserves, Donlin Gold owns approximately 1.4 million tons of measured resources with a grade of 1.18 grams per ton, as well as about 175 million tons of indicated resources with a grade of 1.32 grams per ton; of these, about 900,000 tons of measured resources and about 105 million tons of indicated resources currently belong to NOVAGOLD (both excluding mineral reserves). Calculated on a 100% basis, Donlin Gold has approximately 9 million tons of proven reserves with a grade of 2.29 grams per ton, as well as about 495 million tons of inferred reserves with a grade of 2.02 grams per ton; of these, the reserves attributed to NOVAGOLD include about 6 million tons of proven reserves and about 297 million tons of inferred reserves. Mineral reserves and resource amounts are estimated in accordance with NI 43-101 and S-K 1300.
- If production is commenced according to the assumptions of the '2025 Technology Report' and the '2025 Technology Report Summary', the average annual gold production over the entire lifespan of the mine is expected to be as mentioned above.











