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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 4, 2026
NOVAGOLD
RESOURCES INC.
(Exact Name of Registrant as Specified in Its
Charter)
| British Columbia |
001-31913 |
N/A |
| (State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification) |
201
South Main Street, Suite 400,
Salt Lake City, Utah
84111
(Address of principal executive offices) (Zip
Code)
(801)
639-0511
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Shares |
NG |
NYSE
American
Toronto Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07. |
Submission of Matters to
a Vote of Security Holders. |
On November 3, 2026,
NOVAGOLD Resources Inc. (“NOVAGOLD” or the “Company”) held a special meeting of shareholders (the “Special
Meeting”) to consider certain proposals related to (i) the Arrangement Agreement, dated as of July 21, 2026 (the “Arrangement
Agreement”), by and among the Company, NovaGold Corporation, a Delaware corporation (“New NOVAGOLD”) and Paulson Advisers
LLC, a Delaware limited liability company (“Paulson”), (ii) the Master Implementation Agreement, dated as of July 21, 2026,
by and among the Company, New NOVAGOLD, Paulson and the other parties thereto (the “Master Implementation Agreement”), (iii)
the Contribution Agreement, dated as of July 21, 2026, by and between New NOVAGOLD and Paulson (the “Contribution Agreement”),
and (iv) the Investor Rights Agreement, dated as of July 21, 2026, by and between New NOVAGOLD and Paulson (the “Investor Rights
Agreement” and together with the Arrangement Agreement, the Master Implementation Agreement and the Contribution Agreement, the
“Transaction Agreements”).
The Transaction Agreements
provide that, among other things, upon the terms and subject to the conditions set forth therein, New NOVAGOLD will acquire all of the
issued and outstanding common shares of NOVAGOLD, without par value (the “NOVAGOLD Shares”), by way of an arrangement under
the Business Corporations Act (British Columbia) in accordance with a plan of arrangement (the “Arrangement”), and
each holder of NOVAGOLD Shares (other than those who duly and validly exercised their dissent rights in accordance with the Arrangement)
will receive on the closing of the Arrangement one share of voting common stock of New NOVAGOLD (each, a “New NOVAGOLD Voting Share”)
for each NOVAGOLD Share. Substantially concurrently with (but immediately prior to) the consummation of the Arrangement, Paulson will
cause certain of its affiliates to contribute all of their issued and outstanding equity interests in Donlin Gold Holdings LLC, a Delaware
limited liability company, and Donlin Gold Holdings II LLC, a Delaware limited liability company, to New NOVAGOLD in exchange for New
NOVAGOLD Voting Shares (with Paulson's beneficial ownership, together with its affiliates, of New NOVAGOLD Voting Shares capped at 19.99%
of the issued and outstanding New NOVAGOLD Voting Shares) and shares of non-voting common stock of New NOVAGOLD (the “New NOVAGOLD
Non-Voting Shares” and together with the New NOVAGOLD Voting Shares, the “New NOVAGOLD Shares”), which number of New
NOVAGOLD Shares will be determined based on a 10% discount to the equity value of Paulson’s 40% ownership interest in Donlin Gold
LLC, a Delaware limited liability company (“Donlin Gold”), implied by the equity value of NOVAGOLD based on the 10-day volume
weighted average price of the NOVAGOLD Shares as of July 21, 2026.
Upon the consummation of
the transactions contemplated by the Transaction Agreements (the “Transactions”), New NOVAGOLD will become the ultimate parent
of NOVAGOLD and its subsidiaries, will be listed on the NYSE, will carry on the business currently conducted by NOVAGOLD and its subsidiaries
and will own, directly and indirectly, 100% of Donlin Gold.
Upon the consummation of
the Transactions, holders of NOVAGOLD Shares will become holders of New NOVAGOLD Voting Shares and own approximately 65% of New NOVAGOLD.
Inclusive of its existing equity ownership in NOVAGOLD, Paulson (together with its affiliates) will own approximately 39.7% of New NOVAGOLD
Shares, consisting of both New NOVAGOLD Voting Shares and New NOVAGOLD Non-Voting Shares, while its voting interest will be capped at
19.99% of the New NOVAGOLD Voting Shares.
At the close of business
on September 23, 2026, the record date of the Special Meeting, there were 438,815,994 NOVAGOLD Shares outstanding, each of which
was entitled to one vote with respect to each proposal voted on at the Special Meeting. A total of 303,446,751 NOVAGOLD Shares, representing
approximately 69.15% of the outstanding NOVAGOLD Shares entitled to vote at the Special Meeting, were in attendance in person or by proxy,
constituting a quorum for the transaction of business at the Special Meeting pursuant to the Company’s articles.
The
following is a summary of the matters voted on at the Special Meeting based on the final scrutineer’s report. The management
information circular and definitive proxy statement related to the Special Meeting that was filed by the Company with the United
States Securities and Exchange Commission under cover of Schedule 14A (File No. 001-31913) and applicable Canadian
securities regulators on October 5, 2026 (the “Circular and Proxy Statement”) contains a description of the
following proposals considered at the Special Meeting.
Proposal No. 1: Arrangement Resolution
To consider and, if deemed
advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Appendix A of the Circular
and Proxy Statement, approving the Arrangement pursuant to the Arrangement Agreement. The following votes were cast at the Special Meeting
(in person or by proxy), and the proposal was approved:
| For | | |
| Against | | |
| Abstentions | |
| 302,610,350 | | |
| 380,548 | | |
| 455,851 | |
Proposal No. 2: Equity Plan Resolution
To consider and, if deemed
advisable, to pass, with or without variation, an ordinary resolution to approve the adoption of the New NOVAGOLD 2026 Omnibus Incentive
Plan. The following votes were cast at the Special Meeting (in person or by proxy), and the proposal was approved:
| For | | |
| Against | | |
| Abstentions | |
| 189,929,461 | | |
| 112,946,575 | | |
| 570,714 | |
Proposal No. 3: New NOVAGOLD ESPP
Resolution
To consider and, if deemed
advisable, to pass, with or without variation, an ordinary resolution to approve the adoption of the New NOVAGOLD Employee Stock Purchase
Plan. The following votes were cast at the Special Meeting (in person or by proxy), and the proposal was approved:
| For | | |
| Against | | |
| Abstentions | |
| 210,503,292 | | |
| 92,200,994 | | |
| 742,464 | |
Proposal No. 4: NOVAGOLD ESPP Resolution
To consider and, if deemed
advisable, to pass, with or without variation, an ordinary resolution to approve the adoption of the NOVAGOLD Employee Share Purchase
Plan. The following votes were cast at the Special Meeting (in person or by proxy), and the proposal was approved:
| For | | |
| Against | | |
| Abstentions | |
| 302,201,908 | | |
| 628,345 | | |
| 616,497 | |
Proposal No. 5: Compensation Resolution
To consider and, if deemed
advisable, to pass an ordinary resolution to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become
payable to the Company’s named executive officers that is based on or otherwise related to the Arrangement Agreement and the Transactions.
The following advisory (nonbinding) votes were cast at the Special Meeting (in person or by proxy), and the proposal was approved:
| For | | |
| Against | | |
| Abstentions | |
| 300,807,530 | | |
| 1,523,646 | | |
| 1,115,572 | |
No other business properly came before the Special
Meeting.
| Item 7.01. |
Regulation FD Disclosure. |
On
November 4, 2026, the Company issued a press release (the “Press Release”) announcing that, based on the final scrutineer’s
report, the Company’s shareholders approved the proposals related to the Transactions at the Special Meeting. A copy of the Press
Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Final
Scrutineer’s Report is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item
7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
| |
|
| 99.1 |
Press
Release, dated November 4, 2026. |
| 99.2 |
Final Scrutineer's Report, dated November
3, 2026. |
| 104 |
Cover Page Interactive Data
File (embedded within the Inline XBRL document). |
SignatureS
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
NOVAGOLD RESOURCES
INC. |
| |
|
|
| Date:
November 4, 2026 |
By |
/s/ Peter Adamek |
| |
|
Peter Adamek |
| |
|
Vice President and Chief Financial
Officer |
Exhibit 99.1
 |
NEWS RELEASE |
NOVAGOLD
ShAREHOLDERS APPROVE TRANSACTION TO CONSOLIDATE 100% OWNERSHIP OF dONLIN GOLD
| ► | A
total of 303,446,751 or 69.15% of the Company’s issued and outstanding common shares
were represented at the Meeting |
| ► | Shareholders
approved the previously announced Transactions pursuant to which, among other things, New
NOVAGOLD would become the ultimate parent of NOVAGOLD and its subsidiaries and would acquire
the 40% interest in Donlin Gold held by Paulson Advisers LLC and its affiliates in an all-share
transaction, increasing NOVAGOLD’s ownership in Donlin Gold from 60% to 100%. |
November 4, 2026 – Vancouver,
British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) is
pleased to announce the detailed voting results from the special meeting of shareholders held on November 3, 2026 (the “Meeting”).
At the Meeting, shareholders approved (i) a special resolution (the “Arrangement Resolution”) approving an arrangement (the
“Arrangement”), relating to the transactions announced on July 22, 2026, pursuant to which, and subject to the satisfaction
of certain closing conditions, upon the consummation thereof, NovaGold Corporation, a newly incorporated Delaware corporation (“New
NOVAGOLD”), will acquire all of the issued and outstanding common shares of NOVAGOLD by way of a statutory plan of arrangement
under the Business Corporations Act (British Columbia), becoming the ultimate parent of NOVAGOLD and its subsidiaries, and will
acquire the 40% interest in Donlin Gold LLC (“Donlin Gold”) held by Paulson Advisers LLC and certain of its affiliates (collectively,
“Paulson”) through Donlin Gold Holdings LLC (“Donlin Gold Holdings”)1, increasing NOVAGOLD’s
ownership from 60% to 100% in its Tier One2 gold development project in Alaska (the “Transactions”), and (ii)
all other resolutions described in the management information circular and definitive proxy statement. The completion of the Arrangement
is conditioned upon, among other things, the receipt of all regulatory, stock exchange and court approvals and the satisfaction of customary
closing conditions. NOVAGOLD remains on track to complete the Transactions in the fourth quarter of 2026.
Shareholder Engagement
Shareholder feedback received through
the Company’s ongoing engagement efforts has played an important role in shaping and enhancing the Company’s governance and
compensation practices. Building on this commitment to constructive dialogue, New NOVAGOLD will continue to engage regularly with shareholders,
seek their perspectives, and consider feedback as appropriate, to further strengthen its disclosure, corporate governance, and compensation
practices.
Shareholder Voting Results
The shareholders voted on the following
matters at the Meeting:
1 – Arrangement Resolution
The vote was carried for the Arrangement
Resolution. The votes received by ballots were as follows:
| Votes For | |
302,610,350 | | |
99.72 | % |
| Votes Against | |
380,548 | | |
0.13 | % |
| Abstentions | |
455,851 | | |
0.15 | % |
2 – Equity Plan Resolution
The vote was carried for the ordinary
resolution to approve the adoption of the New NOVAGOLD 2026 Omnibus Incentive Plan (the “Equity Plan Resolution”). The
votes received by ballots were as follows:
| Votes For | |
189,929,461 | | |
62.59 | % |
| Votes Against | |
112,946,575 | | |
37.22 | % |
| Abstentions | |
570,714 | | |
0.19 | % |
1 Donlin Gold Holdings LLC is wholly owned by Paulson.
2 NOVAGOLD defines a Tier One gold development project
as one with a projected production life of at least 10 years, annual projected production of at least 500,000 ounces of gold, and average
projected cash costs over the production life that are in the lower half of the industry cost curve.
► www.novagold.com
Page | 1
NEWS
RELEASE
3 – New NOVAGOLD ESPP Resolution
The vote was carried for the ordinary
resolution to approve the adoption of the New NOVAGOLD Employee Stock Purchase Plan (the “New NOVAGOLD ESPP Resolution”).
The votes received by ballots were as follows:
| Votes For | |
210,503,292 | | |
69.37 | % |
| Votes Against | |
92,200,994 | | |
30.38 | % |
| Abstentions | |
742,464 | | |
0.24 | % |
4 – NOVAGOLD ESPP Resolution
The vote was carried for the ordinary
resolution to approve the adoption of the NOVAGOLD Employee Share Purchase Plan (the “NOVAGOLD ESPP Resolution”). The votes
received by ballots were as follows:
| Votes For | |
302,201,908 | | |
99.59 | % |
| Votes Against | |
628,345 | | |
0.21 | % |
| Abstentions | |
616,497 | | |
0.20 | % |
5 – Compensation Resolution
The vote was carried for the ordinary
resolution to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to the Company’s
named executive officers that is based on or otherwise related to the Arrangement Agreement and the Transactions (the “Compensation
Resolution”). The votes received by ballots were as follows:
| Votes For | |
300,807,530 | | |
99.13 | % |
| Votes Against | |
1,523,646 | | |
0.50 | % |
| Abstentions | |
1,115,572 | | |
0.37 | % |
The management information circular
and definitive proxy statement and related meeting materials, which contain important information about the proposed Transactions, including
additional information regarding the benefits of the proposed Transactions, are available at www.NewNOVAGOLD.com and under NOVAGOLD’s
issuer profiles on SEDAR+ at www.sedarplus.ca and EDGAR, the SEC’s website, at www.sec.gov.
About NOVAGOLD
NOVAGOLD is a well-financed
precious metals company focused on the development of the Donlin Gold project in Alaska, one of the safest mining jurisdictions in
the world. With approximately 40 million ounces of gold in the Measured and Indicated Mineral Resource categories (approximately 560
million tonnes at an average grade of 2.22 grams per tonne, on a 100% basis)3 inclusive of Proven and Probable Mineral
Reserves, the Donlin Gold project is regarded as one of the largest, highest-grade, and most prospective known open-pit gold
deposits in the world. According to the 2025 Technical Report and the 2025 Technical Report Summary (each as defined below), the
Donlin Gold project is expected to produce an average of more than one million ounces per year over a 27-year mine life on a 100%
basis once in production.4
3 Donlin Gold data as per
the report titled “NI 43-101 Technical Report on the Donlin Gold project, Alaska, USA” with an effective date of November
30, 2025 (the “2025 Technical Report”) and the report titled “S-K 1300 Technical Report Summary on the Donlin Gold
Project, Alaska, USA” (the “2025 Technical Report Summary”), dated November 30, 2025. Donlin Gold possesses Measured
Resources of approximately 9 Mt grading 2.67 g/t and Indicated Resources of approximately 551 Mt grading 2.21 g/t, each on a 100% basis
and inclusive of Mineral Reserves, of which approximately 6 Mt of Measured Resources and approximately 330 Mt of Indicated Resources
inclusive of Mineral Reserves is currently attributable to NOVAGOLD through its 60% ownership interest in Donlin Gold. Exclusive of Mineral
Reserves, Donlin Gold possesses Measured Resources of approximately 1.4 Mt grading 1.18 g/t and Indicated Resources of approximately
175 Mt grading 1.32 g/t, of which approximately 0.9 Mt of Measured Resources and approximately 105 Mt of Indicated Resources exclusive
of Mineral Reserves is currently attributable to NOVAGOLD. Donlin Gold possesses Proven Reserves of approximately 9 Mt grading 2.29 g/t
and Probable Reserves of approximately 495 Mt grading 2.02 g/t, each on a 100% basis, of which approximately 6 Mt of Proven Reserves
and approximately 297 Mt of Probable Reserves is attributable to NOVAGOLD. Mineral Reserves and Resources have been estimated in accordance
with NI 43-101 and S-K 1300.
4 Anticipated average annual
gold production during full life of mine if put into production as contemplated in the 2025 Technical Report and the 2025 Technical Report
Summary.
► www.novagold.com
Page | 2
NEWS
RELEASE
About Donlin Gold Holdings
Donlin Gold Holdings, 100% wholly-owned
by Paulson Advisers LLC and its affiliates, is the 40% owner of the Donlin Gold project. Donlin Gold Holdings, together with NOVAGOLD,
owns 100% of Donlin Gold and shares equal voting and operating control with NOVAGOLD through its operating agreement.
NOVAGOLD Contacts
Mélanie Hennessey
Vice President, Corporate Communications
Frank Gagnon
Manager, Investor Relations
604-669-6227 or 1-866-669-6227
info@novagold.com
www.novagold.com
Cautionary Note Regarding Forward-Looking
Statements
This communication includes certain
“forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”)
within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements are frequently, but not always, identified by words such as “expects”, “continue”,
“ongoing”, “anticipates”, “believes”, “intends”, “estimates”, “potential”,
“possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”,
“could”, “would” or “should” occur or be achieved. All statements, other than statements of historical
fact, included herein are forward-looking statements. These forward-looking statements include statements regarding the expected outcomes
of the Transactions; the ability of NOVAGOLD, New NOVAGOLD and Paulson to complete the Transactions on the terms described herein, or
at all, including receipt of required regulatory approvals, shareholder approvals, court approvals, stock exchange approvals and satisfaction
of other customary closing conditions; the expected synergies related to the Transactions in respect of strategy, operations and other
matters; projections related to expansion; and the impact of the Transactions on New NOVAGOLD and its stakeholders. Forward-looking statements
contained herein are based on a number of material assumptions, including but not limited to the following, which could prove to be inaccurate:
the expected outcomes of the Transactions, the ability of NOVAGOLD, New NOVAGOLD and Paulson to complete the Transactions on the terms
described herein, or at all, including receipt of required regulatory approvals, shareholder approvals, court approvals, stock exchange
approvals and satisfaction of other customary closing conditions, the expected synergies related to the Transactions in respect of strategy,
operations and other matters, projections related to expansion, our ability to achieve production at Donlin Gold; the cost estimates
and assumptions contained in the 2025 Technical Report and the 2025 Technical Report Summary; anticipated timing of updated reports and/or
studies including the Donlin Gold BFS and draft SEIS; repayment of the Barrick promissory note and the timing thereof; sufficiency of
working capital; future capital raising activities and potential sources of funding; estimated metal pricing, metallurgy, mineability,
marketability and operating and capital costs, together with other assumptions underlying our resource and reserve estimates; our expected
ability to develop adequate infrastructure and that the cost of doing so will be reasonable; assumptions that all necessary permits and
governmental approvals will be obtained and the timing of such approvals; assumptions made in the interpretation of drill results, the
geology, grade and continuity of our mineral deposits; our expectations regarding demand for equipment, skilled labor and services needed
for exploration and development of mineral properties; and operating or regulatory risks. Forward-looking statements are necessarily
based on several opinions, estimates and assumptions that management of NOVAGOLD considered appropriate and reasonable as of the date
such statements are made, and are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the
actual results, activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking
statements. Forward-looking statements are not historical facts but instead represent NOVAGOLD management’s expectations, estimates
and projections regarding future events or circumstances on the date the statements are made. Important factors that could cause actual
results to differ materially from expectations include the need to obtain additional permits and governmental approvals; the timing and
likelihood of obtaining and maintaining permits necessary to construct and operate; the need for additional financing to complete an
updated feasibility study and to explore and develop properties; availability of financing in the debt and capital markets; disease pandemics;
uncertainties involved in the interpretation of drill results and geological tests and the estimation of reserves and resources; changes
in mineral production performance, exploitation and exploration successes; changes in national and local government legislation, taxation,
controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property
and political or economic developments in the United States or Canada; the need for continued cooperation between the owners of Donlin
Gold to advance the Donlin Gold project; the need for cooperation of government agencies and Native groups in the development and operation
of properties; risks of construction and mining projects such as accidents, equipment breakdowns, bad weather, non-compliance with environmental
and permit requirements, unanticipated variation in geological structures, ore grades or recovery rates; unexpected cost increases, which
could include significant increases in estimated capital and operating costs; fluctuations in metal prices and currency exchange rates;
whether or when a positive construction decision will be made regarding the Donlin Gold project; and other risks and uncertainties disclosed
in NOVAGOLD’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports
and other documents filed by NOVAGOLD with applicable securities regulatory authorities from time to time. Copies of these filings may
be obtained by visiting NOVAGOLD’s website at www.novagold.com, or the SEC’s website at www.sec.gov, or
on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained herein reflect the beliefs, opinions
and projections of NOVAGOLD on the date the statements are made. NOVAGOLD assumes no obligation to update the forward-looking statements
of beliefs, opinions, projections, or other factors, should they change, except as required by law.
► www.novagold.com
Page | 3
Exhibit 99.2 | 
| /s/ Yanne Yu |
| 
| /s/ Yanne Yu |
| 
| %
FOR 99.72%
ABSTAIN 0.15%
AGAINST 0.13%
Total
%
FOR 62.59%
ABSTAIN 0.19%
AGAINST 37.22%
Total
%
FOR 69.37%
ABSTAIN 0.24%
AGAINST 30.38%
Total
%
FOR 99.59%
ABSTAIN 0.20%
AGAINST 0.21%
Total
628,345
303,446,750
5 Compensation Resolution
We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as
follows:
NUMBER OF VOTES
302,201,908
616,497
92,200,994
303,446,750
4 NOVAGOLD ESPP Resolution
We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as
follows:
NUMBER OF VOTES
210,503,292
742,464
112,946,575
303,446,750
3 New NOVAGOLD ESPP Resolution
We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as
follows:
NUMBER OF VOTES
189,929,461
570,714
380,548
303,446,749
2 Equity Plan Resolution
We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as
follows:
NUMBER OF VOTES
302,610,350
455,851
NOVAGOLD RESOURCES INC.
Special Meeting
November 3, 2026
Report on Ballot
1 Arrangement Resolution
We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as
follows:
Yanne Yu
Scrutineer
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered securityholders and, if Computershare has mailed v |
| 
| NOVAGOLD RESOURCES INC.
Special Meeting
November 3, 2026
Report on Ballot
%
FOR 99.13%
ABSTAIN 0.37%
AGAINST 0.50%
Total
Yanne Yu
Scrutineer
1,523,646
303,446,748
NUMBER OF VOTES
300,807,530
1,115,572
Yanne Yu
Scrutineer
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered securityholders and, if Computershare has mailed v
/s/ Yanne Yu |