NOVAGOLD Resources Inc. (NYSE American, TSX: NG) has filed and commenced mailing its management information circular and definitive proxy statement for a special shareholder meeting scheduled for November 3, 2026, where shareholders will vote on a proposed arrangement to increase NOVAGOLD's ownership of the Donlin Gold project in Alaska from 60% to 100%. The all-share transaction would see NOVAGOLD acquire the 40% interest currently held by Paulson Advisers LLC and its affiliates through Donlin Gold Holdings LLC. NOVAGOLD's Board of Directors unanimously recommends shareholders vote in favour of the arrangement and each related resolution. Investors will be watching closely as the proxy voting deadline falls on October 30, 2026.

Key Points

  • NOVAGOLD Resources Inc. (NYSE American, TSX: NG) has filed proxy materials for a November 3, 2026 special shareholder meeting
  • Shareholders will vote on an all-share arrangement to acquire Paulson's 40% stake in Donlin Gold, raising NOVAGOLD's ownership to 100%
  • Post-arrangement market capitalisation is expected to be approximately $4.9 billion, based on a closing share price of $7.25 on September 15, 2026; proxy voting deadline is October 30, 2026
  • Investors should watch for shareholder approval, requiring at least two-thirds of votes cast, and Supreme Court of British Columbia sanction

Structure of the Donlin Gold Acquisition and New Corporate Parent

Under the proposed arrangement, NovaGold Corporation — a newly incorporated Delaware company referred to as "New NOVAGOLD" — would become the ultimate parent of NOVAGOLD and its subsidiaries. Simultaneously, New NOVAGOLD would acquire the 40% interest in Donlin Gold LLC held by Paulson Advisers LLC through Donlin Gold Holdings LLC. The arrangement was originally announced on July 22, 2026, and the arrangement agreement was entered into on July 21, 2026. The transaction is structured as an all-share deal, and the release states that the new parent entity is expected to be listed on the NYSE upon completion.

Fairness Opinion, Board Support, and Locked-Up Shareholders

Citigroup Global Markets Inc. delivered a fairness opinion stating that, as of July 21, 2026, the consideration to be received by NOVAGOLD shareholders other than Paulson is fair from a financial point of view. The Board's unanimous recommendation extends to the arrangement resolution and all ancillary resolutions. Directors, certain executive officers, Paulson as an existing shareholder, and Electrum Strategic Resources L.P. — NOVAGOLD's largest shareholder as of the September 23, 2026 record date — have agreed to vote in favour. The release states these locked-up shareholders collectively hold approximately 28% of outstanding NOVAGOLD shares.

Projected Production Scale and Accretion to Shareholders at Donlin Gold

The disclosure outlines several strategic rationales for the transaction. Projected production at Donlin Gold is stated at 1.3 million ounces of gold annually during the first 10 full years of production and 1.1 million ounces annually over a 27-year mine life, on a 100% basis. The arrangement is described as immediately accretive on metrics including net asset value per share and gold reserves and resources per share, adding approximately 16 million ounces of Measured and Indicated Resources inclusive of approximately 13 million ounces in Proven and Probable Reserves. These are forward-looking projections subject to closing conditions and regulatory approvals.

Voting Requirements and Shareholder Approval Thresholds

The arrangement resolution requires approval by not less than two-thirds of votes cast by shareholders present in person or by proxy at the November 3, 2026 meeting. Court sanction from the Supreme Court of British Columbia is also required. Shareholders who oppose the arrangement and held shares as of the September 23, 2026 record date may exercise dissent rights under certain conditions. The release states NOVAGOLD may terminate the arrangement, subject to Paulson's consent, if dissent rights exercised exceed 10%. Shareholders are encouraged to vote well in advance of the October 30, 2026 proxy deadline.