NOVAGOLD Shareholders Approve Transaction to Consolidate 100% Ownership of Donlin Gold

Novagold Resources Inc. (NG) shareholders have approved the previously announced plan of arrangement to create New NOVAGOLD, a Delaware corporation, as the ultimate parent company. The resolution also approved the acquisition of Paulson’s 40% interest in Donlin Gold, lifting Novagold’s ownership stake from 60% to 100%. The Arrangement Resolution passed with 302,610,350 votes in favor, 380,548 against, and 455,851 abstentions, representing 99.72% of votes cast. Total shares represented were 303,446,751, or 69.15% of issued and outstanding shares, meeting both quorum and approval thresholds.

Completion of the transaction remains subject to regulatory, stock exchange, and court approvals, as well as customary closing conditions. Management stated that the deal remains on track to close in the fourth quarter of 2026. The release served as an update on the shareholder vote and did not include new resource, reserve, baseline feasibility study, cash, capital expenditure, or project-financing figures.

Several other resolutions were also put to a vote. The New NOVAGOLD 2026 Omnibus Incentive Plan carried with 62.59% for and 37.22% against. The New NOVAGOLD Employee Share Purchase Plan was approved with 69.37% for and 30.38% against, while the existing NOVAGOLD ESPP passed with 99.59% in favor. An advisory compensation resolution was also approved with 99.13% for.

The approval follows a series of developments throughout 2025 and 2026. On November 25, 2025, Novagold reported high-grade Donlin drill results, received FAST-41 acceptance, and saw the Alaska Supreme Court affirm water-rights and pipeline right-of-way permits. In January 2026, the company announced a letter of intent for LNG with Glenfarne Alaska LNG, released FY2025 results, and announced an upsized bought-deal financing. By February 2026, a US$310 million gross financing closed at US$10.00 per share, and Fluor was selected to lead the Donlin baseline feasibility study.

In March 2026, WSP, Worley, and Hatch were awarded specialist BFS engineering contracts. April 2026 saw the launch of the BFS and the release of Q1 2026 results, with cash and term deposits standing at approximately US$392.5 million. By June 2026, Q2 results showed cash and term deposits of approximately US$370.2 million, with the BFS targeted for completion in 2027 and a Barrick prepayment option planned for 2026.

Definitive agreements to acquire Paulson’s 40% Donlin interest and create New NOVAGOLD were announced on July 22, 2026. Endeavour Financial and Macquarie Capital were appointed as project-financing advisors on August 11, 2026. A definitive proxy was filed on October 5, 2026, with the board unanimously recommending approval. On October 8, 2026, Novagold reported Q3 2026 results showing cash and term deposits of US$343.4 million and scheduled a special meeting for November 3, 2026. Shareholders approved the arrangement on November 4, 2026, following the previously disclosed timetable.

Management emphasized strong shareholder approval, ongoing engagement, and the progression of the consolidation. The release omitted updated cash positions, BFS budgets, detailed project-financing terms, updated permitting status, and an exact closing date. Prior-period context not disclosed in today’s release includes a Q3 2026 net loss of US$36.0 million, cash and term deposits of US$343.4 million, an increase in FY2026 operating expenditure guidance by US$11.5 million to approximately US$110.0 million, and the continued targeting of BFS completion for 2027.

Novagold Resources Inc. (NG) received decisive shareholder approval for its planned transaction, with 99.72% of votes cast supporting the arrangement. The vote result, released after market close on Nov 4, satisfies a required condition for the July 22, 2026 transaction and keeps the Q4 2026 closing timetable intact.

The approval removes one closing condition, leaving court approval, regulatory approvals, stock exchange approval, and NYSE listing as the remaining requirements. While the equity-plan and New ESPP dissent was notable, it did not block the transaction. The economic terms, ownership split, board structure, lock-up, and project metrics were established in materials released on July 22, October 5, and October 8. Today’s release serves only to confirm the vote result and does not introduce new project economics or financing terms.

Novagold Resources Inc. stock closed at US$8.85 on Nov 4, up from US$8.07 on Nov 3. The release was timestamped at 17:00, after the close, so the price movement should not be treated as a reaction to the announcement.

Novagold Resources Inc. (NG) is a pre-revenue gold development company whose flagship asset is the Donlin Gold project in southwestern Alaska. The project is currently owned 60% by Novagold and 40% by Paulson affiliates, with a pending transaction set to consolidate ownership to 100% under New Novagold.

On a 100% basis, Donlin Gold hosts approximately 40 million ounces of gold in Measured and Indicated Resources, comprising about 560 million tonnes at 2.22 g/t. Reserves include about 9 Mt at 2.29 g/t in Proven categories and about 495 Mt at 2.02 g/t in Probable categories. Projected production exceeds 1 million ounces per year over a 27-year mine life, according to the 2025 Technical Report and 2025 Technical Report Summary effective Nov 30, 2025.

The baseline feasibility study (BFS) is led by Fluor, with WSP handling the power plant, Worley managing the natural-gas pipeline, and Hatch overseeing the pressure-oxidation circuit and oxygen plant. Completion of the BFS is targeted for 2027. No final investment decision has been made, and the project remains subject to permitting, financing, detailed engineering, and construction execution. Novagold defines Donlin as a “Tier One” gold development project, a company-defined label rather than an independent certification.