NOVAGOLD Resources Inc. Special Shareholder Meeting

NOVAGOLD Resources Inc. has filed supplemental disclosures to its previously issued definitive proxy statement dated October 5, 2026. The company is seeking shareholder approval for a transaction that would consolidate 100% ownership of Donlin Gold LLC by acquiring the 40% interest currently held by Paulson Advisers LLC. The special meeting for shareholders to vote on these transactions is scheduled for November 3, 2026. The supplemental disclosures were issued in response to demand letters from counsel representing purported shareholders, who alleged omissions or misstatements in the company's previous filings. While NOVAGOLD denies these allegations and maintains that its original disclosures were sufficient, it provided the additional information to avoid potential litigation costs and delays to the transaction. The updates include detailed background information on the formation and mandates of various transaction committees, including the original Transaction Committee, the Special Committee, and the Phoenix Transaction Committee. Additionally, the filing provides updated financial analysis from Citi, including a revised list of selected public companies used for valuation comparisons and details regarding Citi's compensation for its advisory services. Finally, the document outlines the expected composition of the New NOVAGOLD Audit Committee, confirming that Kalidas Madhavpeddi and Dawn Whittaker are designated as audit committee financial experts. The company continues to urge shareholders to review the full proxy materials ahead of the upcoming special meeting.