NOVAGOLD Resources Inc. filed a Form 8-K on November 4, 2026, disclosing the results of a special meeting held November 3, 2026, at which shareholders voted to approve an arrangement under which New NOVAGOLD Corporation will acquire all outstanding NOVAGOLD common shares and consolidate 100% ownership of Donlin Gold LLC.

Key Highlights

  • Record date shares outstanding: At the close of business on September 23, 2026, there were 438,815,994 NOVAGOLD Shares outstanding, each entitled to one vote.
  • Quorum achieved: 303,446,751 shares, representing approximately 69.15% of outstanding shares, were present in person or by proxy at the Special Meeting.
  • Arrangement Resolution passed: Proposal No. 1 received 302,610,350 votes for, 380,548 against, and 455,851 abstentions.
  • Post-transaction ownership: According to the filing, holders of NOVAGOLD Shares will own approximately 65% of New NOVAGOLD, while Paulson (together with its affiliates) will own approximately 39.7% of New NOVAGOLD Shares, with voting interest capped at 19.99% of New NOVAGOLD Voting Shares.
  • Exchange ratio: Each NOVAGOLD Share (other than those subject to dissent rights) will receive one New NOVAGOLD Voting Share upon closing of the Arrangement.
  • Paulson contribution: Paulson affiliates will contribute equity interests in Donlin Gold Holdings LLC and Donlin Gold Holdings II LLC to New NOVAGOLD, priced at a 10% discount to the equity value of Paulson's 40% ownership interest in Donlin Gold LLC.
  • All five proposals approved: In addition to the Arrangement Resolution, shareholders approved the New NOVAGOLD 2026 Omnibus Incentive Plan, the New NOVAGOLD Employee Stock Purchase Plan, the NOVAGOLD Employee Share Purchase Plan, and an advisory compensation resolution.

NOVAGOLD Special Meeting: Arrangement and Transaction Agreement Vote Results

NOVAGOLD Resources Inc. (NYSE American:NG) disclosed the results of a special meeting of shareholders held on November 3, 2026, in a Form 8-K filed November 4, 2026. According to the filing, shareholders considered five proposals related to a set of Transaction Agreements dated July 21, 2026, involving the company, New NOVAGOLD Corporation (a Delaware corporation), and Paulson Advisers LLC (a Delaware limited liability company).

The filing states that the Transaction Agreements provide for New NOVAGOLD to acquire all issued and outstanding NOVAGOLD common shares by way of an arrangement under the Business Corporations Act (British Columbia). Upon consummation, the filing discloses, New NOVAGOLD will become the ultimate parent of NOVAGOLD and its subsidiaries, will be listed on the NYSE, and "will own, directly and indirectly, 100% of Donlin Gold." The number of New NOVAGOLD Shares to be issued to Paulson affiliates will be determined based on a 10% discount to the equity value of Paulson's 40% ownership interest in Donlin Gold LLC, implied by NOVAGOLD's equity value based on the 10-day volume weighted average price of NOVAGOLD Shares as of July 21, 2026, according to the filing.

All five proposals were approved at the Special Meeting, the filing reports. The Arrangement Resolution (Proposal No. 1) received 302,610,350 votes for and 380,548 against. The New NOVAGOLD 2026 Omnibus Incentive Plan (Proposal No. 2) received 189,929,461 for and 112,946,575 against. The New NOVAGOLD Employee Stock Purchase Plan (Proposal No. 3) received 210,503,292 for and 92,200,994 against. The NOVAGOLD Employee Share Purchase Plan (Proposal No. 4) received 302,201,908 for and 628,345 against. The advisory compensation resolution (Proposal No. 5) received 300,807,530 for and 1,523,646 against. The company also issued a press release on November 4, 2026, furnished as Exhibit 99.1, announcing the shareholder approvals.

What Was Disclosed

NOVAGOLD Resources Inc. reported the final vote results from its November 3, 2026, special meeting, at which shareholders approved all five proposals relating to the arrangement with New NOVAGOLD Corporation and Paulson Advisers LLC, including the core Arrangement Resolution and four related equity plan and compensation resolutions.