NOVAGOLD Files and Mails Materials for Special Meeting to Approve Proposed Acquisition of 100% of Donlin Gold

Novagold Resources Inc. (NG) has filed and begun mailing its management information circular and definitive proxy statement for a special shareholder meeting scheduled for November 3, 2026. The meeting is intended to approve a previously announced transaction under which Novagold would acquire Paulson’s 40% interest in Donlin Gold, increasing its ownership from 60% to 100%. The arrangement agreement was signed on July 21, 2026, and the transaction was announced on July 22, 2026. The deal is structured as an all-share Plan of Arrangement under the British Columbia Business Corporations Act (BCBCA).

A newly incorporated Delaware parent, referred to as "New NOVAGOLD" or NovaGold Corporation, would become the ultimate parent company and list on the New York Stock Exchange, with Novagold becoming a subsidiary. Shareholders of record as of September 23, 2026, will vote on the Arrangement Resolution, which requires approval by at least two-thirds of the votes cast. Additional resolutions include an Equity Plan Resolution, two Employee Share Purchase Plan (ESPP) resolutions, and an advisory Compensation Resolution.

Citi has restated its fairness opinion dated July 21, 2026, concluding that the consideration offered to non-Paulson shareholders is fair. The Board of Directors unanimously recommends a vote in favor of the transaction. Novagold Locked-Up Shareholders, including directors, certain executives, Paulson, and Electrum Strategic Resources L.P., hold approximately 28% of the shares and have agreed to vote in favor. Dissent rights are available, but Novagold may terminate the transaction if dissenting shares exceed 10%.

The proxy deadline is October 30, 2026, at 10:00 a.m. Vancouver time. The release reiterates the transaction metrics first disclosed in July, including a 100-basis-point expansion of scale, an addition of approximately 16 million ounces of Measured and Indicated (M&I) resources (including approximately 13 million ounces of Proven and Probable (P&P) reserves), and more than 520,000 ounces per year of attributable production in the first 10 years. The expected post-arrangement market cap is approximately $4.9 billion, based on a $7.25 Novagold reference price on September 15, 2026.

The release introduces no new market-moving facts, as the market has been aware of the core transaction structure, ownership split, and accretion since July 22.

The release is company-authored promotional copy. Its "Reasons to Vote FOR" section lists six-plus bullet-case benefits, including financial strength, accretion, operational efficiency, liquidity, capital access, single point of contact, improved structure, and fairness. These points represent the seller's framing, repeated from July, rather than new independent verification. The only genuinely arm's-length datapoint is Citi's fairness opinion, dated July 21, 2026, which is subject to stated assumptions and limitations.

A price inconsistency exists within the release. The document states the ~$4.9B pro-forma market cap is "based on a per share closing price of NOVAGOLD of $7.25 on September 15, 2026." However, the provided price series shows NG trading at $10.05 on Sept 15, 2026, and $9.76 on Sept 16. Either the reference price is stale or inconsistent, or it is stated on a basis not reconciled to the tape. Recalculating on the actual recent price of $9.41 and the implied ~676M post-arrangement shares (4.9B ÷ 7.25 ≈ 676M) yields a pro-forma market cap nearer $6.4B, not $4.9B.

Dissent remains a factor, with a 10% dissent termination condition meaning a minority-block "no" could theoretically break the deal, though 28% locked-up support makes the two-thirds threshold appear largely secured. Dilution is the primary cost of the deal: Paulson receives ~35% of New NOVAGOLD on a fully diluted basis (~40% total economic interest including existing holdings), with voting capped at 19.99%. Existing holders are diluted from ~100% of a 60%-owned asset to ~65% of a 100%-owned asset. Whether this is value-accretive depends on the 40% acquired being worth more than the ~35% of equity given up, a judgment the Board and Citi signed off on, but which shareholders are asked to accept without a mark-to-market second opinion beyond Citi's fairness opinion.

This is not an earnings release, so there are no new results to assess. Prior-period context, not disclosed in today's release, includes Q2 FY2026 (3mo to May 31, 2026) net loss of $25.5M ($0.06/sh), liquidity of ~$371.4M, and total debt of $173.6M (Barrick note incl. accrued interest).

Novagold Resources Inc. (NG) is a pre-revenue precious-metals developer whose sole material asset is the Donlin Gold project in southwestern Alaska. The company characterizes the deposit as one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world, designating it a "Tier One" development project.

Data from the 2025 Technical Report / S-K 1300 Technical Report Summary, effective November 30, 2025, outlines the project's metrics on a 100% basis:

• Measured & Indicated Resources: Approximately 40 moz Au, comprising ~9 Mt @ 2.67 g/t (Measured) and ~551 Mt @ 2.21 g/t (Indicated), totaling ~560 Mt @ 2.22 g/t.
• Reserves: Proven reserves stand at ~9 Mt @ 2.29 g/t, with Probable reserves at ~495 Mt @ 2.02 g/t.
• Production Profile: The mine is projected to produce ~1.3 moz/yr during the first 10 full years, averaging ~1.1 moz/yr over a 27-year mine life. The "Tier One" classification requires a mine life of at least 10 years, annual production of at least 500 koz/yr, and costs in the lower half of the cost curve.
• Exploration Upside: Defined resources represent only a small fraction of an ~8 km mineralized trend, with only ~3 km currently having defined resources.
• Ownership: Novagold holds 60% and Donlin Gold Holdings LLC (wholly owned by Paulson Advisers LLC) holds 40%, with equal voting and operating control via an operating agreement. Post-deal, ownership will be 100%.
• Landholders: Calista Corporation and The Kuskokwim Corporation.
• Jurisdiction: Alaska, described by the company as a safe, mining-supportive jurisdiction.

Development is currently underway with a Bankable Feasibility Study (BFS) led by Fluor as lead engineer. Specialist contractors include WSP for a 215 MW dual-fuel power plant, Worley for a 316-mile buried natural gas pipeline from Cook Inlet, and Hatch for the pressure oxidation circuit and oxygen plant. The BFS is targeted for completion in the first half of 2027. A non-binding letter of intent with Glenfarne Alaska LNG contemplates up to 50 MMcf/d of gas and the co-development of the pipeline. No Final Investment Decision has been made, and no construction has begun.