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NOVAGOLD holders approve deal for Paulson’s 40% stake

NOVAGOLD Resources Inc. shareholders approved an arrangement under which New NOVAGOLD would acquire all issued and outstanding NOVAGOLD common shares and, through the related transactions, Paulson’s 40% interest in Donlin Gold.

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Form Type
8-K

Rhea-AI Filing Summary

NOVAGOLD Resources Inc. shareholders approved an arrangement under which New NOVAGOLD would acquire all issued and outstanding NOVAGOLD common shares and, through the related transactions, Paulson’s 40% interest in Donlin Gold. Completion remains subject to closing conditions. On closing, each NOVAGOLD share—except shares whose holders validly exercise dissent rights—would be exchanged for one New NOVAGOLD voting share. New NOVAGOLD would own 100% of Donlin Gold, compared with NOVAGOLD’s current 60% interest.

After completion, NOVAGOLD shareholders are expected to own approximately 65% of New NOVAGOLD. Including its existing NOVAGOLD equity, Paulson and affiliates are expected to own approximately 39.7% of New NOVAGOLD shares, with their voting interest capped at 19.99% of its voting shares. The arrangement resolution received 302,610,350 votes for, 380,548 against and 455,851 abstentions. The four other proposals, including incentive and employee share purchase plans and advisory, nonbinding approval of transaction-related executive compensation, also passed. NOVAGOLD said it remained on track to complete the transactions in the fourth quarter of 2026, subject to regulatory, stock exchange and court approvals and customary closing conditions.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Paulson interest in Donlin Gold 40% Interest to be acquired through the related transactions
NOVAGOLD current Donlin Gold ownership 60% Before the transactions
New NOVAGOLD Donlin Gold ownership 100% Upon consummation of the transactions
NOVAGOLD shareholders’ expected ownership approximately 65% New NOVAGOLD after consummation
Paulson and affiliates’ expected ownership approximately 39.7% New NOVAGOLD shares, inclusive of existing NOVAGOLD equity
Paulson voting-interest cap 19.99% Of New NOVAGOLD voting shares
Arrangement resolution votes for 302,610,350 votes Special meeting held November 3, 2026
statutory plan of arrangement technical
"by way of a statutory plan of arrangement under the Business Corporations Act"
A statutory plan of arrangement is a formal, court‑approved legal process companies use to reorganize, merge, buy or change the rights of shareholders and creditors. Think of it like a referee‑backed roadmap that stakeholders vote on and a judge signs off so the deal can bind everyone, even those who disagree; investors care because it can change ownership, share value, voting rights and timelines for receiving cash or new securities.
volume weighted average price financial
"10-day volume weighted average price of the NOVAGOLD Shares"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
dissent rights technical
"holders who duly and validly exercised their dissent rights"
Dissent rights are the legal ability of shareholders to reject certain major corporate actions—like mergers or forced buyouts—and demand to be paid the fair cash value of their shares instead of staying in the combined company. This matters to investors because it provides a safety valve similar to a buyout offer on your own terms: it protects minority holders from being swept into a deal they believe undervalues their stake and can affect the cost and completion of corporate transactions.
non-voting common stock technical
"shares of non-voting common stock of New NOVAGOLD"
A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How will Paulson’s 40% Donlin Gold interest be valued in the NG transaction?

The number of New NOVAGOLD shares issued for Paulson’s 40% Donlin Gold interest would be based on a 10% discount to the interest’s equity value, as implied by NOVAGOLD’s equity value using the 10-day volume weighted average price of NOVAGOLD shares as of July 21, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

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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

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Exhibit 99.2

GRAPHIC

GRAPHIC

/s/ Yanne Yu

GRAPHIC

/s/ Yanne Yu

GRAPHIC

% 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

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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

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