Novagold updates proxy statement with supplemental disclosures ahead of shareholder vote

Novagold Resources Inc. (NYSE American:NG, TSX:NG) issued supplemental disclosures to its proxy statement Friday, following demand letters from counsel representing certain purported shareholders. The company stated these letters generally alleged omissions or misstatements in its previously filed proxy materials related to a pending transaction.

The transaction, first disclosed July 21, 2026, would result in NovaGold Corporation, a newly incorporated Delaware entity, becoming the parent of Novagold and its subsidiaries. As part of the transaction, Novagold would acquire the 40% interest in Donlin Gold LLC held by Paulson Advisers LLC and affiliates in an all-share deal, increasing Novagold’s ownership in Donlin Gold to 100%. Upon completion, current Novagold shareholders, including Paulson’s equity interest, would own approximately 65% of the new company, while Paulson would hold about 39.7% of the economic interest, with its voting interest capped at 19.99%.

Novagold noted that it denies all allegations in the shareholder letters and maintains that its disclosures comply with applicable laws. The company stated it is providing the supplemental information voluntarily to avoid potential litigation, delay, or disruption to the transaction.

The supplemental disclosures include additional details on the formation and roles of various transaction committees, the negotiation process with Paulson and other parties, and the composition of the audit committee for the new parent company. The company also provided expanded information on the financial advisor’s analysis, including peer company comparisons and valuation reference ranges. Citi, Novagold’s financial advisor, is set to receive a total fee of $11.5 million for its services, with $1.25 million already paid and the remainder contingent on the transaction’s completion. Citi has also provided other services to Novagold in the past two years, for which it and its affiliates received less than $15 million in fees.

A special shareholder meeting to vote on the transaction is scheduled for November 3, 2026. Novagold began mailing definitive proxy materials to shareholders on or about October 5, 2026.

This article is based on a statement in a SEC filing.