NOVAGOLD Files Definitive Proxy for November 3 Merger Vote

What happened

NOVAGOLD Resources Inc., a Vancouver-based company whose business is an interest in an undeveloped gold project in Alaska, filed a DEFM14A with the Securities and Exchange Commission on October 5, 2026. The filing is the definitive proxy statement and management information circular for a special meeting of shareholders to be held November 3, 2026 at 10:00 a.m. Vancouver time at 1133 Melville Street, Suite 3500, Vancouver.

The board unanimously recommends shareholders vote for five resolutions: the arrangement itself, a new equity incentive plan, a new employee stock purchase plan, the existing NOVAGOLD employee stock purchase plan, and an advisory vote on merger-related compensation for named executive officers.

Shares closed at $6.61 on the day the proxy was filed, up 0.92% from the prior close of $6.55, according to the price data provided.

The arrangement being voted on

Under an arrangement agreement dated July 21, 2026 among NOVAGOLD, NovaGold Corporation — a newly incorporated Delaware company referred to as New NOVAGOLD — and Paulson Advisers LLC, New NOVAGOLD would acquire all outstanding NOVAGOLD common shares through a statutory plan of arrangement under British Columbia's business corporations law. Shareholders other than those exercising dissent rights would receive one share of New NOVAGOLD voting common stock for each NOVAGOLD share they hold.

Separately, Paulson agreed to contribute its affiliates' interests in Donlin Gold Holdings LLC and Donlin Gold Holdings II LLC to New NOVAGOLD, in exchange for New NOVAGOLD voting and non-voting shares. The number of those shares is based on a 10% discount to the equity value of Paulson's 40% interest in the Donlin Gold project, implied by a 10-day volume weighted average price of NOVAGOLD shares as of July 21, 2026.

Donlin Gold LLC is the entity that holds the Donlin Gold project in Alaska. NOVAGOLD owns 60% of it through a subsidiary, and the Paulson entities being contributed hold the other 40%. After the transactions, New NOVAGOLD would own 100% of Donlin Gold.

NOVAGOLD says it expects the new company to list on the NYSE. If the arrangement closes, current shareholders would own roughly 65% of New NOVAGOLD; Paulson and its affiliates would own about 39.7% of New NOVAGOLD shares including their existing NOVAGOLD stake, with voting power capped at 19.99% of the voting shares.

The arrangement resolution needs approval by at least two-thirds of votes cast at the meeting. The other four resolutions each need a simple majority of votes cast.

What this means

A DEFM14A is a definitive proxy statement filed under Schedule 14A. When a company wants shareholders to approve something — here, a reorganization — it must send them a document describing the transaction and their voting rights and file it with the SEC. "Definitive" means this is the final version, replacing any earlier preliminary filing; it is the document shareholders can actually vote from. NOVAGOLD's circular is dated September 28, 2026 and was first mailed to shareholders on or about October 5, 2026, the same day as the SEC filing.

The transaction is structured as a plan of arrangement under the Business Corporations Act (British Columbia). That is a Canadian court-supervised procedure for reorganizing a company — not purely a shareholder vote. After the vote, the company still needs approval from the Supreme Court of British Columbia and the other conditions in the arrangement agreement, which is why NOVAGOLD says closing is anticipated in the fourth quarter of 2026 rather than immediately.

A key mechanical point for shareholders: this is a share-for-share exchange, not a cash buyout. For each NOVAGOLD share, a holder receives one share of New NOVAGOLD voting common stock. The listing is expected to move to the NYSE under the new entity. Holders who object can exercise dissent rights and seek payment for their shares under the plan of arrangement instead of taking New NOVAGOLD stock.

The Donlin Gold project is a gold deposit in Alaska. Neither NOVAGOLD's filing nor the price data provided here states any reason for the transaction beyond the board's stated determination that it is advisable and in the company's best interests, after review of the agreements and a fairness opinion from Citi. The filing does not explain why the arrangement was pursued now, and this article does not supply a cause the sources do not give.

Six parties who together held about 28% of NOVAGOLD shares as of the September 23 record date — directors, certain executive officers, largest shareholder Electrum Strategic Resources L.P., and Paulson — signed voting and support agreements committing their shares to the transaction. That locks in a large slice of the two-thirds threshold before the meeting even begins.