NovaGold Resources Inc. (NYSE: NG) to form new Delaware parent and absorb Paulson’s Donlin stake
NovaGold Resources Inc. entered into a series of agreements to reorganize under a new Delaware holding company, NovaGold Corporation (New NovaGold). Under a court supervised plan of arrangement, each existing NovaGold common share will be exchanged for one New NovaGold voting common share with a par value of $0.001.
Concurrently, Paulson Advisers will contribute affiliates holding a 40% interest in Donlin Gold LLC to New NovaGold in exchange for voting and non voting New NovaGold stock, with Paulson’s voting stake capped at 19.99 percent. A Master Implementation Agreement, Investor Rights Agreement and voting agreements with directors, officers and major shareholders coordinate these transactions.
Completion depends on NovaGold shareholder approval, British Columbia court orders, securities exchange and other regulatory approvals, limited dissent of no more than 10 percent of shares, absence of specified material adverse effects and closing of the contribution. The Investor Rights Agreement grants Paulson board representation, pre emptive, registration, standstill, voting and transfer rights linked to ownership thresholds.
Positive
- None.
Negative
- None.
Filing Explained
Paulson’s contribution consideration uses a 10% discounted market valuation, while awards and warrants carry into the proposed successor structure.
The agreements remain at the pre-closing stage: the share exchange and Paulson contribution are subject to stated conditions, so this filing does not report a completed change in the common-share issuer.
At completion, New NovaGold will assume NovaGold’s equity plans and adjust awards to New NovaGold voting shares under their existing plan terms. Outstanding warrants will likewise become exercisable for New NovaGold voting shares on adjusted terms under their warrant instruments.
Paulson’s stock consideration for contributing its 40% interest in Donlin is based on a 10% discount to the value implied by NovaGold’s equity value using the 10-day volume-weighted average price on July 21, 2026. The filing does not state a fixed share count or dollar value for that consideration.
Any party may terminate if the Effective Time has not occurred by
8-K Event Classification
Key Figures
Key Terms
plan of arrangement regulatory
Master Implementation Agreement regulatory
Investor Rights Agreement regulatory
right of first refusal regulatory
standstill restrictions regulatory
nameplate production capacity technical
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FAQ
What restructuring is NovaGold Resources (NG) undertaking with New NovaGold?
How are NovaGold (NG) shareholders compensated in the arrangement?
What is Paulson Advisers contributing to New NovaGold (NG) and what does it receive?
What conditions must be met before the NovaGold (NG) transactions close?
What governance and veto rights does Paulson gain in New NovaGold (NG)?
What ongoing rights and restrictions apply to Paulson’s New NovaGold (NG) stake?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Arrangement Agreement
On July 21, 2026, NovaGold Resources Inc. (“NovaGold” or the “Company”) entered into an Arrangement Agreement (the “Arrangement Agreement”) with NovaGold Corporation, a Delaware corporation (“New NovaGold”), and Paulson Advisers LLC, a Delaware limited liability company (“Paulson” or the “Investor”), pursuant to which, among other things, and on the terms and subject to the conditions thereof, New NovaGold will acquire all of the issued and outstanding common shares of NovaGold (the “NovaGold Shares”) by way of an arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of NovaGold (the “Plan of Arrangement”). The Board of Directors of the Company (the “NovaGold Board”) has unanimously determined that the Arrangement is in the best interests of the Company and has resolved to recommend that the Company’s shareholders vote in favor of the Arrangement. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Arrangement Agreement.
Effect on Capital Stock
Pursuant to the Arrangement Agreement and Plan of Arrangement, at the effective time of the Arrangement (the “Effective Time”), each NovaGold Share (other than any NovaGold Share held by New NovaGold and any NovaGold Shares in respect of which a NovaGold Shareholder has validly exercised his, her or its dissent right) will be exchanged for one share of voting common stock of New NovaGold, par value $0.001.
Treatment of Equity Awards
The Arrangement Agreement provides that NovaGold Options, NovaGold PSUs and NovaGold DSUs will be treated in accordance with the NovaGold Option Plan, the NovaGold PSU Plan and the NovaGold DSU Plan, respectively, as supplemented by Schedule F thereto. Subject to the terms of the Arrangement Agreement, at the Effective Time:
| · | each outstanding option to purchase NovaGold Shares (each, a “NovaGold Option”) will be assumed by New NovaGold (each, an “Assumed NovaGold Option”) and become an option to purchase shares of New NovaGold voting common stock (“New NovaGold Voting Shares”) on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as were applicable to such NovaGold Option immediately prior to the Effective Time. The number of New NovaGold Voting Shares subject to an Assumed NovaGold Option will be equal to the number of NovaGold Shares subject to such NovaGold Option immediately prior to the Effective Time and the per share exercise price for the New NovaGold Voting Shares issuable upon exercise of an Assumed NovaGold Option will be equal to the exercise price per NovaGold Share at which such NovaGold Option was exercisable immediately prior to the Effective Time; |
| · | each outstanding performance share unit of NovaGold (each, a “NovaGold PSU”) will be converted into a restricted stock unit with respect to New NovaGold Voting Shares (each, an “Assumed NovaGold PSU”) on the same terms and conditions as were applicable to such NovaGold PSU immediately prior to the Effective Time. The number of New NovaGold Voting Shares subject to an Assumed NovaGold PSU will be equal to the number of NovaGold Shares subject to such NovaGold PSU immediately prior to the Effective Time and such Assumed NovaGold PSUs will continue to be subject to the same performance-based vesting conditions as applied to such NovaGold PSU immediately prior to the Effective Time; and |
| · | each outstanding deferred share unit of NovaGold (each, a “NovaGold DSU”) will be converted into a deferred share unit with respect to New NovaGold Voting Shares (each, an “Assumed NovaGold DSU”) on the same terms and conditions as were applicable to such NovaGold DSU immediately prior to the Effective Time (including with respect to termination-related provisions). The number of New NovaGold Voting Shares subject to an Assumed NovaGold DSU will be equal to the number of NovaGold Shares subject to such NovaGold DSU immediately prior to the Effective Time. |
At the Effective Time, New NovaGold will assume each of NovaGold’s equity incentive plans (collectively, the “NovaGold Equity Plans”), NovaGold’s employee share purchase plan (the “NovaGold ESPP”) and all obligations of the Company under the NovaGold Equity Plans with respect to the Assumed NovaGold Options, Assumed NovaGold PSUs and Assumed NovaGold DSUs, and the number and kind of shares available for issuance under the NovaGold Equity Plans and the NovaGold ESPP will be adjusted to reflect New NovaGold Voting Shares in accordance with the provisions of the NovaGold Equity Plans.
Treatment of NovaGold Warrants
The Arrangement Agreement reflects that the outstanding warrants to purchase NovaGold Shares (the “NovaGold Warrants”) will be subject to the contractual adjustment provisions contained in the applicable warrant instruments. As a result, following the Effective Time, each NovaGold Warrant will, in accordance with its terms, become exercisable for New NovaGold Voting Shares on such adjusted terms as are provided for in the applicable warrant instrument upon the occurrence of the transactions contemplated by the Arrangement.
Representations, Warranties and Covenants
The Company, New NovaGold and Paulson have each made customary representations, warranties and covenants in the Arrangement Agreement. Among other things, the Company has agreed (i) to use reasonable best efforts to conduct its business in the ordinary course consistent with past practice during the period between the execution of the Arrangement Agreement and the Effective Time, (ii) not to take certain actions without the prior written consent of Paulson (which consent will not be unreasonably withheld, conditioned or delayed) and (iii) to honor existing exculpation, indemnification, and expense-advancement rights of NovaGold’s and its subsidiaries’ current and former directors and officers regarding matters prior to and up to the Effective Time of the Arrangement, and to purchase customary “tail” directors’ and officers’ liability insurance coverage.
Conditions to the Arrangement
The obligations of NovaGold and New NovaGold to complete the Arrangement are subject to the satisfaction or waiver of certain customary conditions set forth in the Arrangement Agreement, including, but not limited to: (1) the approval and adoption of the Arrangement Resolution by the NovaGold Shareholders at the NovaGold Meeting in accordance with the Interim Order, (2) the granting of the Interim Order and Final Order of the Supreme Court of British Columbia, (3) the absence of any legal restraint prohibiting, enjoining or making illegal the consummation of the Arrangement, or that is reasonably likely to result in (x) a prohibition or restriction on the acquisition by New NovaGold of any NovaGold Shares or a person obtaining from NovaGold any material damages in connection with the Arrangement, (y) a prohibition or material limit on the ownership by New NovaGold of NovaGold or any material portion of their businesses or (z) an imposition of limitations on the ability of New NovaGold to acquire or hold or exercise full rights of ownership of any NovaGold Shares, (4) the Consideration Shares to be issued pursuant to the Arrangement either being exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or being registered pursuant to an effective registration statement under the U.S. Securities Act, (5) evidence of NYSE approval of the listing and posting for trading of the Consideration Shares upon completion of the Arrangement, in form satisfactory to NovaGold and New NovaGold, (6) the receipt of all requisite TSX, NYSE and NYSE American approvals for the Arrangement and the transactions contemplated by the Transaction Agreements (including, if applicable, any shareholder approvals), (7) the consummation of the transactions contemplated by the Contribution Agreement or the confirmation in writing by the parties thereto that all conditions to closing the transactions contemplated thereby have been satisfied or waived and that the transactions contemplated thereby will be consummated substantially simultaneously with the Effective Time, (8) the effectiveness of the Master Implementation Agreement in accordance with the terms thereof, (9) the substantially concurrent effectiveness of the Investor Rights Agreement in accordance with the terms thereof, and (10) holders of no more than ten percent (10%) of the NovaGold Shares having exercised dissent rights. Each of the preceding conditions precedent may only be waived with the mutual written agreement of NovaGold, New NovaGold and Paulson (to the extent not prohibited by applicable law).
The obligations of NovaGold to complete the Arrangement are also conditioned upon (1) the other parties’ representations and warranties being true and correct, subject to certain materiality qualifiers; (2) the other parties having performed their respective pre-closing obligations under the Arrangement Agreement in all material respects; (3) the absence of a New NovaGold Material Adverse Effect and a Paulson Material Adverse Effect; and (4) the other parties having delivered certificates certifying that their respective conditions set forth in the Arrangement have been satisfied.
The obligations of New NovaGold to complete the Arrangement are also conditioned upon (1) the other parties’ representations and warranties being true and correct, subject to certain materiality qualifiers; (2) the other parties having performed their respective pre-closing obligations under the Arrangement Agreement in all material respects; (3) the absence of a NovaGold Material Adverse Effect and a Paulson Material Adverse Effect; and (4) the other parties having delivered certificates certifying that their respective conditions set forth in the Arrangement have been satisfied.
The obligations of Paulson to complete the Arrangement are also conditioned upon (1) the adoption of the (i) New NovaGold Charter, (ii) New NovaGold Bylaws, (iii) New NovaGold Audit Committee Charter, New NovaGold Compensation Committee Charter, and the New NovaGold Nominating and Governance Committee Charter, (iv) NGC Establishment Resolutions of New NovaGold, and (v) Independence Resolutions, in each case, as of the Effective Date; (2) the other parties’ representations and warranties being true and correct, subject to certain materiality qualifiers; (3) the other parties having performed their respective pre-closing obligations under the Arrangement Agreement in all material respects; (4) the absence of a NovaGold Material Adverse Effect and a New NovaGold Material Adverse Effect; (5) the other parties having delivered certificates certifying that their respective conditions set forth in the Arrangement have been satisfied; and (6) Paulson receiving a tax opinion from its counsel to the effect that the Contribution (as defined below) and the Arrangement, taken together, should qualify as an exchange within the meaning of Section 351 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which condition will be deemed satisfied, if Paulson does not receive such tax opinion, by the delivery of a similar written opinion to New NovaGold by its counsel.
Termination Rights
The Arrangement Agreement contains certain termination rights in favor of each Party, including the right of any party to terminate if (1) the Arrangement Resolution is not approved by the NovaGold Shareholders at the NovaGold Meeting; (2) any law is enacted that makes the Arrangement illegal and such law has become final and non-appealable; (3) the Effective Time does not occur on or prior to March 31, 2027 (the “Outside Date”); (4) any other Transaction Agreement is terminated in accordance with its terms; (5) prior to the receipt of the NovaGold Shareholders approval at the NovaGold Meeting, NovaGold enters into a Superior Proposal (to the extent permitted by and subject to the terms of the Master Implementation Agreement); or (6) certain conditions relating to requisite approvals or dissent rights are not capable of being satisfied by the Outside Date.
In addition, the Arrangement Agreement contains certain specific termination rights in favor of:
| · | NovaGold, subject to the advance written consent of Paulson (which may not be unreasonably conditioned, withheld or delayed), if New NovaGold has breached its representations, warranties or covenants such that the applicable closing conditions would not be satisfied, and such breach is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice, or if a New NovaGold Material Adverse Effect has occurred and is continuing and such New NovaGold Material Adverse Effect is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice; provided that such termination right will not be available to NovaGold if NovaGold is then in breach of its representations, warranties or covenants (which breach would result in the applicable closing conditions not being satisfied); | |
| · | New NovaGold, subject to the advance written consent of Paulson (which may not be unreasonably conditioned, withheld or delayed), if NovaGold has breached its representations, warranties or covenants such that the applicable closing conditions would not be satisfied, and such breach is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice, or if a NovaGold Material Adverse Effect has occurred and is continuing and such NovaGold Material Adverse Effect is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice; provided that such termination right will not be available to New NovaGold if New NovaGold is then in breach of its representations, warranties or covenants (which breach would result in the applicable closing conditions not being satisfied); | |
| · | NovaGold or New NovaGold, if Paulson has breached its representations, warranties or covenants in the Arrangement Agreement or Contribution Agreement such that the applicable closing conditions would not be satisfied, and such breach is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice, or if a Paulson Material Adverse Effect has occurred and is continuing and such Paulson Material Adverse Effect is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice; provided that such termination right will not be available to NovaGold or New NovaGold if NovaGold or New NovaGold, as applicable, is then in breach of any representations, warranties or covenants (which breach would result in the applicable closing conditions not being satisfied); and |
| · | Paulson, if NovaGold or New NovaGold has breached its representations, warranties or covenants in the Arrangement Agreement or Contribution Agreement such that the applicable closing conditions would not be satisfied, and such breach is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured within thirty (30) days after notice, or if a NovaGold Material Adverse Effect or New NovaGold Material Adverse Effect has occurred and is continuing and such NovaGold Material Adverse Effect or New NovaGold Material Adverse Effect is not curable by the Outside Date or, if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and thirty (30) days after notice from Paulson; provided that such termination right will not be available to Paulson if Paulson is then in breach of its representations, warranties or covenants (which breach would result in the applicable closing conditions not being satisfied). |
Intended Tax Treatment
It is intended that the Arrangement and the Contribution (as described below), taken together, should qualify as a tax-free exchange under Section 351 of the Code for U.S. federal income tax purposes.
The foregoing description of the Arrangement Agreement and the transactions contemplated thereunder, including the Arrangement, is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Arrangement Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, New NovaGold, Paulson or their respective subsidiaries. The representations, warranties and covenants contained in the Arrangement Agreement were made only for purposes of the Arrangement Agreement as of the specific dates therein, were solely for the benefit of the parties thereto, may be subject to qualification and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Further, investors should read the Arrangement Agreement not in isolation, but only in conjunction with the other information that the Company includes in reports, statements and other filings it makes with the Securities and Exchange Commission (the “SEC”).
Master Implementation Agreement
Concurrently with the execution of the Arrangement Agreement, New NovaGold, the Company, NovaGold Resources Alaska, Inc., Paulson and Donlin Holdings (as defined below) entered into a Master Implementation Agreement (the “Master Implementation Agreement”), which, among other things, sets forth the rights and obligations of all parties thereto and the sequencing of the transactions contemplated by the Transaction Agreements. Among other things, the Master Implementation Agreement provides for (1) the conditions to the consummation of the Contribution and the Arrangement, as set forth in the Contribution Agreement and the Arrangement Agreement, respectively; (2) representations and warranties of the parties thereto; (3) covenants regarding cooperation, access to information and public communications; (4) non-solicitation covenants applicable to the Company, as described below; (5) provisions regarding tax matters and the Intended Tax Treatment; (6) governance matters to be implemented at the Effective Time, including the appointment of directors to the New NovaGold Board; and (7) termination provisions, as described below.
The Master Implementation Agreement may be terminated (1) by mutual written agreement of each of the parties thereto or (2) by any party thereto if NovaGold or New NovaGold is entitled to terminate the Arrangement Agreement in accordance with the terms thereof.
The Master Implementation Agreement also contains non-solicitation provisions applicable to the Company. From the date of the Master Implementation Agreement until the earlier of the Effective Time and termination of any Transaction Agreement, the Company has agreed not to, directly or indirectly, solicit, initiate or knowingly encourage any alternative acquisition proposal or enter into discussions or negotiations regarding any alternative acquisition proposal; provided, that the Company may engage with an unsolicited bona fide written acquisition proposal that the NovaGold Board determines in good faith constitutes or would reasonably be expected to lead to a superior proposal and where the failure to take such action would be inconsistent with its fiduciary duties under applicable law, subject to certain conditions including providing notice to New NovaGold and Paulson and complying with matching rights.
The foregoing description of the Master Implementation Agreement does not purport to be complete and is qualified in its entirety by reference to the Master Implementation Agreement, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Master Implementation Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, New NovaGold, Paulson, NovaGold Resources Alaska, Inc., Donlin Gold Holdings LLC or their respective subsidiaries. The representations, warranties and covenants contained in the Master Implementation Agreement were made only for purposes of the Master Implementation Agreement as of the specific dates therein, were solely for the benefit of the parties thereto, may be subject to qualification and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Further, investors should read the Master Implementation Agreement not in isolation, but only in conjunction with the other information that the Company includes in reports, statements and other filings it makes with the SEC.
Item 8.01 Other Events.
Contribution Agreement
Concurrently with the execution of the Arrangement Agreement and the Master Implementation Agreement, New NovaGold and Paulson entered into a Contribution Agreement (the “Contribution Agreement”), pursuant to which, immediately prior to and substantially concurrently with the Effective Time, Paulson will cause its affiliates (collectively, the “Paulson Members”) to contribute all of their interests in Donlin Gold Holdings LLC, a Delaware limited liability company (“Donlin Holdings”), and Donlin Gold Holdings II LLC, a Delaware limited liability company (“Donlin Holdings II”) (such interests, collectively, the “Paulson Interests”), as applicable, to New NovaGold in exchange for shares of voting and non-voting common stock of New NovaGold (with Paulson’s voting common stock of New NovaGold to be capped at 19.99%), as applicable, which will be determined based on a 10% discount to the equity value of Paulson’s 40% ownership interest in Donlin Gold LLC (“Donlin”) 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, as set forth in the Contribution Agreement (such transactions, the “Contribution”). The Paulson Interests constitute, directly and/or indirectly, all of the issued and outstanding equity interests of Donlin Holdings and Donlin Holdings II. Donlin Holdings holds a forty percent (40%) membership interest in Donlin, the entity that holds the Donlin Gold project in Alaska.
Contingent upon the consummation of the transactions contemplated by the Contribution Agreement and the other Transaction Agreements, at and effective as of the Contribution Closing, and subject to the occurrence of the Effective Time, Paulson will cause Donlin Holdings and Donlin Holdings II and the Paulson Members and New NovaGold will cause NovaGold Resources Alaska, Inc. (the “NovaGold Member”) to execute and deliver a waiver agreement, pursuant to which the NovaGold Member will waive its right to exercise its right of first refusal with respect to the Paulson Members in connection with the transactions contemplated by the Contribution Agreement and the Donlin Contribution Agreements (as defined in the Contribution Agreement).
The closing of the Contribution will occur immediately prior to the Effective Time following the satisfaction or waiver of applicable conditions, including the effectiveness of the Master Implementation Agreement, the execution and delivery of the Waiver Agreement, the substantially concurrent consummation of the Arrangement, the substantially concurrent effectiveness of the Investor Rights Agreement and the receipt of all requisite stock exchange approvals. The obligations of Paulson to consummate the Contribution are further conditioned on the confirmation by NovaGold and New NovaGold of the satisfaction of the applicable closing conditions to complete the Arrangement set forth in the Arrangement Agreement. The obligations of New NovaGold to consummate the Contribution are further conditioned on, among other things, the delivery by each of the Paulson Members to New NovaGold of duly executed Donlin Contribution Agreements, the consummation of the transactions contemplated by the Donlin Contribution Agreements prior to or substantially concurrently with the Contribution Closing and the confirmation by Paulson of the satisfaction of the applicable closing conditions to complete the Arrangement set forth in the Arrangement Agreement. The Paulson Members may not transfer any of the Paulson Interests (other than to New NovaGold) from the date of the Contribution Agreement until the earlier of the closing of the Contribution or the termination of the Transaction Agreements.
The Contribution Agreement contains customary representations, warranties and covenants, and may be terminated by mutual agreement or by either party if such party is entitled to terminate the Arrangement Agreement in accordance with the terms thereof. Certain specified representations and warranties of the parties survive until the one-year anniversary of the Contribution Closing Date.
The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Investor Rights Agreement
Concurrently with the execution of the Arrangement Agreement, the Master Implementation Agreement and the Contribution Agreement, New NovaGold and Paulson entered into an Investor Rights Agreement (the “Investor Rights Agreement”), which, among other things, sets forth Paulson’s rights and obligations with respect to New NovaGold following the consummation of the Arrangement. The Investor Rights Agreement becomes effective at the Effective Time and terminates when Paulson, together with its affiliates, ceases to beneficially own at least ten percent (10%) of the issued and outstanding New NovaGold Shares.
Board Composition
On the Effective Date, the New NovaGold Board will consist of eleven (11) directors. John Paulson and Thomas Kaplan will be appointed as initial co-chairs of the New NovaGold Board. Paulson is entitled to designate two (2) board nominees (“Board Designee”) for so long as Paulson, together with its affiliates, beneficially owns more than fifteen percent (15%) of the issued and outstanding New NovaGold Shares, one (1) board nominee if it beneficially owns between ten percent (10%) and fifteen percent (15%) of the issued and outstanding New NovaGold Shares, and no board nominees if it ceases to own at least ten percent (10%). The initial Board Designees on the Effective Date are John Paulson and Marcelo Kim. So long as Paulson beneficially owns greater than twenty percent (20%) of the issued and outstanding New NovaGold Shares, New NovaGold may not partake in the following without the approval of a majority of the directors, which majority must include John Paulson (or, if he is not then serving, a Board Designee), among other things, (1) acquisitions or dispositions exceeding ten percent (10%) of New NovaGold’s market cap, (2) amendments to New NovaGold’s charter and bylaws that materially and adversely affect Paulson’s rights, (3) amendments to New NovaGold’s committee charters that materially and adversely affect Paulson’s rights (subject to applicable law), (4) bankruptcy filings (subject to applicable law), (5) filing material tax returns or forms, (6) related party transactions exceeding US$120,000, (7) activities outside the ordinary course of business, (8) incurring indebtedness, issuing debt securities or equity securities (other than Excluded Securities (as defined in the Investor Rights Agreement)) or issuing options or warrants, in each case, exceeding US$100,000,000 individually or in aggregate.
Participation Right
So long as Paulson, together with its affiliates, beneficially owns at least ten percent (10%) of the issued and outstanding New NovaGold Shares, Paulson has a right to subscribe for its pro rata share of any equity securities that New NovaGold may sell and issue after the Effective Date, subject to certain exceptions for employee compensation plans, acquisition consideration, exercise of convertible securities, and stock dividends or splits.
Registration Rights
The Investor Rights Agreement provides Paulson with customary shelf registration rights, demand registration rights (subject to a minimum offering threshold of $25 million) and piggyback registration rights with respect to its registrable securities. New NovaGold is required to file a registration statement within sixty (60) days following the Effective Date covering the resale of Paulson’s registrable securities.
Standstill
So long as Paulson, together with its affiliates, beneficially owns at least ten percent (10%) of the issued and outstanding New NovaGold Shares, Paulson has agreed to customary standstill restrictions, including agreements not to acquire additional equity securities, seek control of the board, solicit proxies, or otherwise seek to influence management, in each case without the prior written consent of at least two-thirds of the independent directors that are not Board Designees. The standstill restrictions are subject to exceptions permitting confidential friendly offers or proposals to New NovaGold relating to a potential transaction, Paulson tendering its Equity Securities following the date of a public recommendation by the New NovaGold Board in favor of a bona fide tender offer or exchange offer made by a third party, Paulson exercising the Participation Right and Paulson exercising the NovaGold Warrants held by it as of immediately prior to the Effective Date.
Voting Restrictions.
Until the earlier of (i) the six (6)-year anniversary of the Effective Date and (ii) the one (1)-year anniversary of the date on which the Donlin Gold project first achieves sustained nameplate production capacity, Paulson has agreed to vote its New NovaGold Shares with respect to the election of directors in accordance with the recommendation of the Board. This obligation permanently falls away upon a Fallaway Event (as further described below). Paulson has also agreed to abstain from voting on related party transactions between New NovaGold and Paulson or its affiliates.
Transfer Restrictions
Until the earliest to occur of (i) the completion of the project financing for the Donlin Gold project, (ii) Paulson and its affiliates beneficially owning less than ten percent (10%) of the issued and outstanding equity securities of New NovaGold, or (iii) the three (3)-year anniversary of the Effective Date, Paulson has agreed not to transfer equity securities acquired on or following the Effective Date in connection with the Contribution, subject to certain exceptions for transfers to controlled affiliates, transfers following a board-recommended tender offer and Paulson’s New NovaGold Shares, issued upon conversion under the Arrangement Agreement of the NovaGold equity securities (including NovaGold Warrants) that Paulson held immediately prior to the Effective Date. Paulson has also agreed not to knowingly transfer equity securities to any activist investor, competitor or hostile party without the prior written consent of New NovaGold; provided, that Paulson may transfer up to 9.99% of equity securities of New NovaGold to a competitor with the prior written consent of a majority of the disinterested directors of New NovaGold. Upon a Fallaway Event (as further described below), Paulson will permanently be entitled to transfer up to five percent (5%) of New NovaGold equity securities per calendar quarter (on a cumulative basis), including to competitors.
Fallaway Events
The Investor Rights Agreement provides that a “Fallaway Event” occurs upon the earlier of: (i) a Board Designee or Replacement Designee (as defined in the Investor Rights Agreement) ceasing to serve on the Board (other than by voluntary resignation) and the New NovaGold Nominating and Governance Committee failing to approve a proposed Replacement Designee within forty-five (45) days, or (ii) John Paulson ceasing to serve on the New NovaGold Nominating and Governance Committee (other than by voluntary resignation) and either (x) to the extent a Board Designee who satisfies the applicable independence requirements then sits on the Board, the Board failing to appoint a qualifying Board Designee to the New NovaGold Nominating and Governance Committee, or (y) if no such qualifying Board Designee then sits on the Board, the New NovaGold Nominating and Governance Committee failing to approve a proposed Replacement Designee, in each case within forty-five (45) days. Upon the occurrence of a Fallaway Event, (a) the voting restrictions described above will be terminated, and Paulson may vote its New NovaGold Shares with respect to the election of directors in its sole discretion, and (b) certain of the transfer restrictions described above will be relaxed to permit Paulson to transfer up to five percent (5%) of New NovaGold equity securities per calendar quarter (on a cumulative basis), including to competitors. No action or failure to act will constitute a Fallaway Event to the extent John Paulson (or, if he is no longer serving on the Board, any then-serving Board Designee) voted in favor of or abstained from voting against such action.
The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Investor Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Voting Agreements
In connection with the execution of the Arrangement Agreement, New NovaGold entered into (i) Voting Agreements with each of the directors and certain senior officers of the Company (the “D&O Voting Agreements”) and (ii) Voting Agreements with each of Paulson and Electrum Strategic Resources L.P. (“Electrum”), each a shareholder of the Company (the “Investor Voting Agreements” and, together with the D&O Voting Agreements, the “NovaGold Voting Agreements”).
Pursuant to the D&O Voting Agreements, the directors and senior officers of the Company party thereto have agreed, among other things, to vote their respective NovaGold Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The D&O Voting Agreements may be terminated by any party thereto upon (i) the NovaGold shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the Effective Time not occurring prior to the Outside Date.
Pursuant to the Investor Voting Agreements, each of Paulson and Electrum has agreed, among other things, to vote its respective NovaGold Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting Paulson or Electrum’s right to vote its NovaGold Shares on any unrelated matters. The Investor Voting Agreements may be terminated by any party thereto upon (i) the NovaGold shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the Effective Time not occurring prior to the Outside Date.
The foregoing description of each NovaGold Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the D&O Voting Agreements and Investor Voting Agreements, the forms of which are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Fairness Opinion
The NovaGold Board received a fairness opinion from Citigroup Global Markets Inc. (“Citi”), to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the Consideration Shares to be received by holders of NovaGold Shares pursuant to the Arrangement, after taking into account the transactions contemplated by the Transaction Agreements, are fair, from a financial point of view, to the holders of NovaGold Shares (other than Paulson). Additional information regarding the fairness opinion rendered by Citi, including the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in connection with such opinion, will be disclosed in more detail in the proxy statement to be filed in connection with the NovaGold Shareholder Approval.
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, NovaGold Corporation 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 NovaGold Corporation 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, NovaGold Corporation 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; 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; 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, 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 the expectations of NOVAGOLD management’s 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.
Important Information and Where to Find It
In connection with the proposed Transactions, NOVAGOLD expects to file a proxy statement on Schedule 14A with the SEC and applicable Canadian Securities Regulators that will be mailed or otherwise disseminated to security holders of NOVAGOLD seeking their approval of the transactions-related proposals. NOVAGOLD also may file other documents with the SEC and applicable Canadian Securities Regulators regarding the proposed Transactions. None of the securities to be issued pursuant to the proposed Transactions are anticipated to be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act”) or any U.S. state securities laws, and any securities issued in the transaction are anticipated to be issued in reliance upon an exemption from such registration requirements under the U.S. Securities Act and applicable exemptions under U.S. state securities laws. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND APPLICABLE CANADIAN SECURITIES REGULATORS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS, THE PARTIES TO THE PROPOSED TRANSACTIONS AND RELATED MATTERS. This communication is not a substitute for the proxy statement or any other document that NOVAGOLD may file in connection with the proposed Transactions. Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be filed by NOVAGOLD with the SEC at http://www.sec.gov, the SEC’s website, under NOVAGOLD’s profile on SEDAR+ at www.sedarplus.ca, or from NOVAGOLD’s website https://novagold.com/investors/why-invest/.
Participants in the Solicitation
NOVAGOLD and certain of its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Transactions. Information regarding NOVAGOLD’s directors and executive officers and other persons who may be deemed to be participants in the solicitation of shareholders of NOVAGOLD in connection with the proposed Transactions and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement, which will be filed with the SEC and applicable Canadian Securities Regulators. Information regarding NOVAGOLD’s directors and executive officers is contained in NOVAGOLD’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on March 25, 2026. To the extent the holdings of the NOVAGOLD securities by the NOVAGOLD directors and executive officers have changed since the amounts set forth in the proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the proxy solicitation and a description of their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials when they are filed with the SEC in connection with the proposed Transactions. You may obtain free copies of these documents (when they become available) using the sources indicated above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Arrangement Agreement, dated as of July 21, 2026, by and among NovaGold Corporation, NovaGold Resources Inc. and Paulson Advisers LLC†* | |
| 2.2 | Master Implementation Agreement, dated as of July 21, 2026, by and among NovaGold Corporation, NovaGold Resources Inc., NovaGold Resources Alaska, Inc., Paulson Advisers LLC and Donlin Gold Holdings LLC†* | |
| 10.1 | Contribution Agreement, dated as of July 21, 2026, by and between NovaGold Corporation and Paulson Advisers LLC†* | |
| 10.2 | Investor Rights Agreement, dated as of July 21, 2026, by and between NovaGold Corporation and Paulson Advisers LLC* | |
| 99.1 | Form of D&O Voting Agreement | |
| 99.2 | Form of Investor Voting Agreement | |
| 99.3 | Press Release, dated July 22, 2026 (incorporated by reference to Exhibit 99.1 to the Form 8-K dated July 22, 2026) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
†Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits upon request by the SEC.
* Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K.
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.
| Dated: July 22, 2026 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ Peter Adamek | |
| Peter Adamek | ||
| Vice President and Chief Financial Officer | ||
Exhibit 99.1
VOTING AGREEMENT
THIS AGREEMENT is made as of July [●], 2026.
BETWEEN:
(the “Securityholder”)
– and –
NovaGold Corporation,
a Delaware corporation
(“New NovaGold”)
WHEREAS the Securityholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the “NovaGold Shares”) in the capital of NovaGold Resources Inc. (“NovaGold”), a corporation existing under the Laws of the Province of British Columbia, set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of options to acquire NovaGold Shares (the “NovaGold Options”) set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of deferred share units to acquire NovaGold Shares (the “NovaGold DSUs”) set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of performance share units to acquire NovaGold Shares (the “NovaGold PSUs”) set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of warrants to acquire NovaGold Shares (the “NovaGold Warrants”) set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS concurrently with the execution of this Agreement, New NovaGold, NovaGold and Paulson Advisers LLC (“Paulson”) have entered into an arrangement agreement (the “Arrangement Agreement”) to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the “NovaGold Arrangement”).
AND WHEREAS concurrently with the execution of this Agreement, New NovaGold and the Paulson Members have entered into a contribution agreement (the “Contribution Agreement”) whereby each of the Paulson Members will contribute all of the Paulson Interests to New NovaGold in exchange for New NovaGold Voting Shares and New NovaGold Non-Voting Shares as set forth opposite such Paulson Member’s name on Annex A of the Contribution Agreement, as applicable.
AND WHEREAS concurrently with the execution of this Agreement, NovaGold, New NovaGold, the NovaGold Member, Paulson, and Donlin Holdings have entered into a Master Implementation Agreement (the “Master Implementation Agreement”) setting forth the rights and obligations of all parties thereto under the Arrangement Agreement, the Master Implementation Agreement, the Waiver Agreement, the Contribution Agreement, the NovaGold Voting Agreements and the Investor Rights Agreement (collectively, the “Transaction Agreements”).
AND WHEREAS the Securityholder acknowledges that New NovaGold would not enter into the Transaction Agreements but for the execution and delivery of this Agreement by the Securityholder.
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
Article
1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement. For the purposes of this Agreement:
“Subject DSUs” means that number of NovaGold DSUs set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold DSUs owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction;
“Subject Options” means that number of NovaGold Options set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold Options owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction;
“Subject PSUs” means that number of NovaGold PSUs set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold PSUs owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction;
“Subject Securities” means collectively, the Securityholder’s Subject Shares, Subject Options, Subject DSUs, Subject PSUs and Subject Warrants;
“Subject Shares” means that number of NovaGold Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any NovaGold Shares otherwise acquired by or issued to the Securityholder after the date hereof, including pursuant to the exercise of Subject Options, Subject DSUs, Subject PSUs and Subject Warrants; and
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“Subject Warrants” means that number of NovaGold Warrants set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold Warrants owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction.
Article
2
COVENANTS
Section 2.1 General Covenants of the Securityholder
Subject to the terms of this Agreement, the Securityholder hereby covenants and agrees in favour of New NovaGold that, from the date hereof until the termination of this Agreement pursuant to Article 4 of this Agreement:
| (a) | at the NovaGold Meeting or any other meeting of shareholders of NovaGold (including in connection with any separate vote of any sub-group of shareholders of NovaGold that may be required to be held and of which sub-group the Securityholder forms part) (a “Securityholder Voting Event”) called to vote upon the Arrangement and, if applicable, the transactions contemplated by the Transaction Agreements, including the NovaGold Arrangement Resolution, or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the transactions contemplated by the Transaction Agreements, including the NovaGold Arrangement Resolution is sought, the Securityholder shall cause its Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares (which have a right to vote at such meeting) in favour of the approval of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution; |
| (b) | at any Securityholder Voting Event, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders or other shareholders of NovaGold is sought (including by written consent in lieu of a meeting), and without in any way limiting the Securityholder’s right to vote his or her Subject Shares on any other matters that may be submitted to a shareholder vote, consent or other approval, the Securityholder shall cause his or her Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted, including by proxy) his or her Subject Shares (which have a right to vote at such meeting) against (i) any action, agreement, transaction or proposal that would reasonably be expected to delay, prevent, interfere with, postpone, impede or frustrate the timely completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, in each case in any material respect, and (ii) any Acquisition Proposal that has not been determined to be a Superior Proposal (each, as defined in the Master Implementation Agreement); |
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| (b) | the Securityholder hereby revokes any and all previous proxies granted or voting instruction forms or other voting documents delivered that would prevent the Securityholder from performing his or her obligations set forth in this Agreement; |
| (c) | the Securityholder agrees not to, directly or indirectly, (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, charge, grant a security interest in or otherwise dispose (which shall not include any vesting, expiry or exercise of any Subject Securities in accordance their terms), convey or encumber (each, a “Transfer”), or enter into any agreement, option, understanding or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or to satisfy the exercise price, costs and fees, and withholding and other tax obligations in connection with the exercise or vesting of such Subject Options, Subject DSUs, Subject PSUs or Subject Warrants, or (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement; provided that, the Securityholder may Transfer Subject Securities to a corporation or other entity directly or indirectly owned or controlled by the Securityholder provided that (x) such Transfer shall not relieve or release the Securityholder of or from its obligations under this Agreement, including, without limitation, the obligation of the Securityholder to vote or cause to be voted all Subject Shares at the NovaGold Meeting (or at any adjournment or postponement thereof) in accordance with the foregoing Sections 2.1(a) and (b), and (y) prior to or concurrent with the completion of such Transfer, the transferee agrees to be bound by the terms of this Agreement as though it were an original signatory hereto on terms acceptable to New NovaGold acting reasonably; |
| (d) | the Securityholder shall not exercise any rights of appraisal or rights of dissent with respect to the Arrangement or the transactions contemplated by the Arrangement Agreement that the Securityholder may have; and |
| (e) | no later than five (5) business days prior to the date of the NovaGold Meeting (or at any adjournment or postponement thereof): (i) with respect to any Subject Shares that are registered in the name of the Securityholder, the Securityholder shall deliver or cause to be delivered, in accordance with the instructions set out in the NovaGold Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Arrangement Resolution; and (ii) with respect to any Subject Shares that are beneficially owned by the Securityholder but not registered in the name of the Securityholder, the Securityholder shall deliver a duly executed voting instruction form to the intermediary through which the Securityholder holds its beneficial interest in the Securityholder’s Subject Shares instructing that the Securityholder’s Subject Shares be voted at the NovaGold Meeting in favour of the Arrangement Resolution. Such proxy or proxies shall name those individuals as may be designated by NovaGold in the NovaGold Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of New NovaGold. |
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Section 2.2 Irrevocable Proxy
The Securityholder hereby irrevocably appoints New NovaGold, and any individual designated in writing by New NovaGold, and each of them individually, as the Securityholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Securityholder, to vote its Subject Shares, or grant a consent or approval in respect of its Subject Shares, at the NovaGold Meeting (or at any adjournment or postponement thereof) in a manner consistent with Section 2.1 if, and only if, the Securityholder has not voted such Subject Shares in a manner consistent with Section 2.1 prior to the applicable voting deadline for the NovaGold Meeting (or at any adjournment or postponement thereof). The Securityholder hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given in connection with the execution of the Transaction Agreements, and that such irrevocable proxy is given to secure the performance of the duties of the Securityholder under this Agreement. This proxy and power of attorney granted by the Securityholder shall be irrevocable, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Securityholder with respect to any of the Shares. The Securityholder hereby ratifies and confirms all actions and things that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. For clarity, the irrevocable proxy granted by the Securityholder pursuant to this Section 2.2 shall be of no further effect upon the termination of this Agreement pursuant to Article 4 of this Agreement.
Article
3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents, warrants and covenants to New NovaGold as follows:
| (a) | Capacity. The Securityholder is an individual of legal age and is legally competent to enter into and perform his or her obligations under this Agreement. |
| (b) | Enforceable. This Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by New NovaGold of this Agreement, this Agreement constitutes a legal, valid and binding obligation, enforceable against the Securityholder in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. |
| (c) | Ownership of Shares and Other Securities. As of the date hereof, the Securityholder is the sole registered and/or beneficial owner of his or her Subject Securities. As of the date hereof, the Subject Securities constitute all of the securities of NovaGold beneficially owned or owned of record by the Securityholder, and the Securityholder does not directly or indirectly control or direct, or own or have any registered or beneficial interest in, any other securities of NovaGold, other than the Subject Securities as disclosed on the Securityholder’s signature page attached to this Agreement. |
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| (d) | No Proceedings. There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of its properties that, individually or in the aggregate, would reasonably be expected to have a material adverse impact on the Securityholder’s ability to perform its obligations hereunder. There is no order of any Governmental Entity against the Securityholder that would reasonably be expected to have a material adverse impact on the Securityholder’s ability to perform its obligations hereunder. |
| (e) | No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or Transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement. |
| (f) | Voting. The Securityholder has all requisite authority to enter into this Agreement and to vote (or cause to be voted) the Subject Shares as contemplated herein. None of the Subject Securities is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind that, in each case, would prevent the Securityholder from performing his or her obligations set forth in this Agreement. |
| (g) | Reliance by New NovaGold. The Securityholder understands and acknowledges that New NovaGold is entering into the Transaction Agreements in reliance upon the execution and delivery of this Agreement by the Securityholder and the performance of this Agreement in accordance with its terms. |
Section 3.2 Representations and Warranties of New NovaGold
New NovaGold hereby represents, warrants and covenants to the Securityholder, acknowledging that the Securityholder is relying upon such representations, warranties and covenants in entering into this Agreement:
| (a) | Capacity. It validly subsists under the laws of its jurisdiction of organization and has all necessary requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder. |
| (b) | Authorization. The execution, delivery and performance of this Agreement by it has been duly authorized and no other internal proceedings on its part is necessary to authorize this Agreement or the transactions contemplated hereunder. |
| (c) | Enforceable. This Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. |
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| (d) | No Breach. Neither the execution and entry into this Agreement by New NovaGold, nor the compliance by New NovaGold of its obligations hereunder, will: |
| (i) | violate, conflict with, result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) (or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal) under any provision of the certificate of incorporation, articles, by-laws or any other constating document of New NovaGold, if applicable; or |
| (ii) | violate or conflict with any Law applicable to New NovaGold. |
Article
4
TERMINATION
Section 4.1 Termination
This Agreement may be terminated by any party hereto upon the occurrence of any of the following events or circumstances:
| (a) | by New NovaGold if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to New NovaGold contained in this Agreement in all material respects; |
| (b) | by the Securityholder if: (i) any of the representations and warranties of New NovaGold in this Agreement shall not be true and correct in all material respects; (ii) New NovaGold shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written approval of the Securityholder, (A) there is a decrease in the amount of, or change in the form of, the consideration payable by New NovaGold for the Subject Securities pursuant to the Arrangement Agreement or the Plan of Arrangement, (B) any of the Transaction Agreements are amended in a manner that adversely impacts the Securityholder, (C) any of the Transaction Agreements are amended or modified, or any provision thereof is waived, in a manner that extends the Outside Date or imposes any additional conditions or obligations that would reasonably be expected to delay the consummation of the Arrangement beyond the Outside Date, (D) from and after the approval of the Arrangement Resolution by the Securityholders, any amendment, modification or action is taken that would require further approval of the Securityholders under applicable Law, or (E) NovaGold has entered into an agreement with respect to a Superior Proposal (as defined in the Master Implementation Agreement) in accordance with Section 5.8(c) of the Master Implementation Agreement; or |
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| (c) | the Effective Time has not occurred on or before the Outside Date. |
This Agreement shall terminate automatically upon the earliest to occur of any of the following events or circumstances:
| (d) | the NovaGold Shareholder Approval having been obtained; |
| (e) | the mutual written agreement of New NovaGold and the Securityholder; or |
| (f) | if any of the Transaction Agreements are terminated in accordance with their terms. |
Section 4.2 Effect of Termination
If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of breach of this Agreement which occurred prior to such termination and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.
Article
5
GENERAL
Section 5.1 Fiduciary Obligations
Notwithstanding any provision of this Agreement to the contrary, New NovaGold agrees and acknowledges that the Securityholder is bound hereunder solely in its, his or her capacity as a shareholder of NovaGold and that the provisions of this Agreement shall not be deemed or interpreted to bind the Securityholder or any of its directors or officers in his or her capacity as a director or officer of NovaGold or any of its subsidiaries. For the avoidance of doubt, nothing in this Agreement shall limit or restrict any party from properly fulfilling his or her fiduciary duties as a director or officer of NovaGold or any of its subsidiaries.
Section 5.2 Further Assurances
The Securityholder will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as is necessary under applicable Law to perform his or her obligations under this Agreement.
Section 5.3 Disclosure
The Securityholder and New NovaGold consent to the disclosure of the substance of this Agreement in any press release or circular relating to the NovaGold Meeting and the filing of a copy thereof by NovaGold at www.sedarplus.ca and www.sec.gov. Nothing in this Agreement shall preclude the Securityholder from making such filings as are required by applicable Law in connection with the execution or performance of this Agreement.
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Section 5.4 Time
Time is of the essence of this Agreement.
Section 5.5 Governing Law
This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.
Section 5.6 Entire Agreement
This Agreement, and the provisions of the Arrangement Agreement incorporated herein by reference, constitute the entire agreement between the parties hereto with respect to the subject matter hereof.
Section 5.7 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto.
Section 5.8 Severability
If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
Section 5.9 Assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of the other party hereto.
Section 5.10 Benefit of Agreement
This Agreement will enure to the benefit of and be binding upon the respective successors (including any successor by reason of amalgamation or statutory arrangement) and permitted assigns of the parties hereto.
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Section 5.11 No Third Party Beneficiaries
The parties intend that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the parties hereto and no person, other than the parties hereto, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.
Section 5.12 Notices
Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic mail addressed to the recipient as follows, in the case of:
| (a) | New NovaGold, addressed as follows: |
NovaGold Corporation
201 South Main Street, Suite 400
Salt Lake City, Utah
USA 84111
| Attention: | Corporate Secretary | |
| Email: | sean.pettey@novagold.com corporate.secretary@novagold.com |
with a copy (which shall not constitute notice) to:
Blake, Cassels & Graydon LLP
Suite 3500 – 1133 Melville Street
Vancouver, British Columbia V6E 4E5
| Attention: | Trisha Robertson | |
| Email: | trisha.robertson@blakes.com |
and to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
395 9th Avenue
New York, New York, 10001, United States
| Attention: | Howard Ellin | |
| June Dipchand | ||
| Email: | howard.ellin@skadden.com | |
| june.dipchand@skadden.com |
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| (b) | the Securityholder, as set forth on the signature page to this Agreement, |
or to such other street address, individual or electronic communication number or address as may be designated by notice given by a party to the other party hereto. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic mail, on the day of transmittal thereof if given during the normal business hours of the recipient and on the next business day if not given during such hours on any day.
Section 5.13 Specific Performance and other Equitable Rights
It is recognized and acknowledged by the parties hereto that a breach, or a threat of breach, by any Party of its covenants and obligations contained in this Agreement may cause irreparable damage to the other party hereto for which it would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, the non-breaching Party shall be entitled to seek the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and to enforce specifically the terms and provisions of this Agreement exclusively in the courts without proof of actual damages, and all such rights and remedies at Law or in equity shall be cumulative. Nothing contained in this Section 5.13 shall be deemed to be an election of remedies. The parties hereto further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.13. Each party hereto hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by other party and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the terms, provisions, covenants and obligations of this Agreement.
Section 5.14 Counterparts
This Agreement may be executed and delivered in any number of counterparts (including by facsimile or electronic transmission), each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.
Remainder of page intentionally left blank
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| NovaGold Corporation | ||
| By: | ||
| Name: | ||
| Title: | ||
Signature Page to NovaGold Voting Agreement
|
(Print Name of Securityholder) |
| (Signature of Securityholder or Authorized Signatory) |
| (Place of Residency) |
| (Name and Title) |
| Address: | ||
| Telephone: | ||
| Email: |
| (Number of NovaGold Shares Held) |
| (Number of NovaGold Options Held) |
| (Number of NovaGold DSUs Held) |
| (Number of NovaGold PSUs Held) |
| (Number of NovaGold Warrants Held) |
Signature Page to NovaGold Voting Agreement
Exhibit 99.2
VOTING AGREEMENT
THIS AGREEMENT is made as of July [●], 2026.
BETWEEN:
(the “Securityholder”)
– and –
NovaGold Corporation,
a Delaware corporation
(“New NovaGold”)
WHEREAS the Securityholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the “NovaGold Shares”) in the capital of NovaGold Resources Inc. (“NovaGold”), a corporation existing under the Laws of the Province of British Columbia, set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of options to acquire NovaGold Shares (the “NovaGold Options”) set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of deferred share units to acquire NovaGold Shares (the “NovaGold DSUs”) set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of performance share units to acquire NovaGold Shares (the “NovaGold PSUs”) set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of warrants to acquire NovaGold Shares (the “NovaGold Warrants”) set forth on the Securityholder’s signature page attached to this Agreement.
AND WHEREAS concurrently with the execution of this Agreement, New NovaGold, NovaGold and Paulson Advisers LLC (“Paulson”) have entered into an arrangement agreement (the “Arrangement Agreement”) to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the “NovaGold Arrangement”).
AND WHEREAS concurrently with the execution of this Agreement, New NovaGold and the Paulson Members have entered into a contribution agreement (the “Contribution Agreement”) whereby each of the Paulson Members will contribute all of the Paulson Interests to New NovaGold in exchange for New NovaGold Voting Shares and New NovaGold Non-Voting Shares as set forth opposite such Paulson Member’s name on Annex A of the Contribution Agreement, as applicable.
AND WHEREAS concurrently with the execution of this Agreement, NovaGold, New NovaGold, the NovaGold Member, Paulson, and Donlin Holdings have entered into a Master Implementation Agreement (the “Master Implementation Agreement”) setting forth the rights and obligations of all parties thereto under the Arrangement Agreement, the Master Implementation Agreement, the Waiver Agreement, the Contribution Agreement, the NovaGold Voting Agreements and the Investor Rights Agreement (collectively, the “Transaction Agreements”).
AND WHEREAS the Securityholder acknowledges that New NovaGold would not enter into the Transaction Agreements but for the execution and delivery of this Agreement by the Securityholder.
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
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1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement. For the purposes of this Agreement:
“Subject DSUs” means that number of NovaGold DSUs set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold DSUs owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction;
“Subject Options” means that number of NovaGold Options set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold Options owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction;
“Subject PSUs” means that number of NovaGold PSUs set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold PSUs owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction;
“Subject Securities” means collectively, the Securityholder’s Subject Shares, Subject Options, Subject DSUs, Subject PSUs and Subject Warrants;
“Subject Shares” means that number of NovaGold Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any NovaGold Shares otherwise acquired by or issued to the Securityholder after the date hereof, including pursuant to the exercise of Subject Options, Subject DSUs, Subject PSUs and Subject Warrants; and
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“Subject Warrants” means that number of NovaGold Warrants set forth on the Securityholder’s signature page attached to this Agreement, being all of the NovaGold Warrants owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction.
“Unrelated Matter” shall mean any matter that may be submitted to a NovaGold shareholder vote, consent or other approval to the extent wholly unrelated to the Arrangement Agreement, the other Transaction Agreements and the transactions contemplated thereby, but shall exclude (i) the matters set forth in Section 2.1 that the Securityholder is expressly committing to vote as set forth therein and (ii) any matter that would or would reasonably be expected to prevent, interfere with, postpone, or impede the timely completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, in each case in any material respect.
Article
2
COVENANTS
Section 2.1 General Covenants of the Securityholder
Subject to the terms of this Agreement, the Securityholder hereby covenants and agrees that, from the date hereof until the termination of this Agreement pursuant to Article 4 of this Agreement:
| (a) | at the NovaGold Meeting or any other meeting of shareholders of NovaGold (including in connection with any separate vote of any sub-group of shareholders of NovaGold that may be required to be held and of which sub-group the Securityholder forms part) (a “Securityholder Voting Event”) called to vote upon the Arrangement, including the Arrangement Resolution, and to the extent contemplated by the NovaGold proxy statement, the other transactions contemplated by the Transaction Agreements, or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution is sought, and without in any way limiting the Securityholder’s right to vote its/his/her Subject Shares on any Unrelated Matter, the Securityholder shall cause its/his/her Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its/his/her Subject Shares (which have a right to vote at such meeting) in favour of the approval of the transactions contemplated by the Transaction Agreements, including the Arrangement Resolution; |
| (b) | at any Securityholder Voting Event, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of NovaGold is sought (including by written consent in lieu of a meeting), and without in any way limiting the Securityholder’s right to vote its/his/her Subject Shares on any Unrelated Matter, the Securityholder shall cause its/his/her Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted, including by proxy) its/his/her Subject Shares (which have a right to vote at such meeting) against (i) any action, agreement, transaction or proposal that would reasonably be expected to delay, prevent, interfere with, postpone, impede or frustrate the timely completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements and (ii) any Acquisition Proposal (as defined in the Master Implementation Agreement); |
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| (c) | the Securityholder hereby revokes any and all previous proxies granted or voting instruction forms or other voting documents delivered that would or would reasonably be expected to prevent, interfere with, postpone, or impede the Securityholder from performing its/his/her obligations set forth in this Agreement; |
| (d) | the Securityholder agrees not to, directly or indirectly, (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, charge, grant a security interest in or otherwise dispose (which shall not include any vesting, expiry or exercise of any Subject Securities in accordance with their terms), convey or encumber (each, a “Transfer”), or enter into any agreement, option, understanding or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement, or to satisfy the exercise price, costs and fees, and withholding and other tax obligations in connection with the exercise or vesting of such Subject Options, Subject DSUs, Subject PSUs or Subject Warrants, or (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement; provided however, that, nothing in this Agreement shall prohibit or restrict (A) the direct or indirect Transfers of equity or other interests in the Securityholder and (B) the Securityholder from Transferring Subject Securities to one or more present or future Affiliates of the Securityholder provided that (x) such Transfer shall not relieve or release the Securityholder of or from its/his/her obligations under this Agreement, including, without limitation, the obligation of the Securityholder to vote or cause to be voted all Subject Shares at the NovaGold Meeting (or at any adjournment or postponement thereof) in accordance with the foregoing Sections 2.1(a) and (b) and (y) prior to or concurrent with the completion of such Transfer, the transferee agrees to be bound by the terms of this Agreement as though it were an original signatory hereto on terms acceptable to New NovaGold acting reasonably; |
| (e) | the Securityholder shall not exercise any rights of appraisal or rights of dissent with respect to the Arrangement or the transactions contemplated by the Arrangement Agreement that the Securityholder may have; and |
| (f) | no later than five (5) business days prior to the date of the NovaGold Meeting (or at any adjournment or postponement thereof): (i) with respect to any Subject Shares that are registered in the name of the Securityholder, the Securityholder shall deliver or cause to be delivered, in accordance with the instructions set out in the NovaGold Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the NovaGold Arrangement Resolution; and (ii) with respect to any Subject Shares that are beneficially owned by the Securityholder but not registered in the name of the Securityholder, the Securityholder shall deliver a duly executed voting instruction form to the intermediary through which the Securityholder holds its beneficial interest in the Securityholder’s Subject Shares instructing that the Securityholder’s Subject Shares be voted at the NovaGold Meeting in favour of the NovaGold Arrangement Resolution. Such proxy or proxies shall name those individuals as may be designated by NovaGold in the NovaGold Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of New NovaGold. |
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Section 2.2 Irrevocable Proxy
The Securityholder hereby irrevocably appoints, and shall cause its Affiliates to irrevocably appoint, New NovaGold, and any individual designated in writing by New NovaGold, and each of them individually, as the Securityholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Securityholder, to vote its Subject Shares, or grant a consent or approval in respect of its Subject Shares, at the NovaGold Meeting (or at any adjournment or postponement thereof) in a manner consistent with Section 2.1 if, and only if, the Securityholder has not voted such Subject Shares in a manner consistent with Section 2.1 prior to the applicable voting deadline for the NovaGold Meeting (or at any adjournment or postponement thereof). The Securityholder hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given in connection with the execution of the Transaction Agreements, and that such irrevocable proxy is given to secure the performance of the duties of the Securityholder under this Agreement. This proxy and power of attorney granted by the Securityholder shall be irrevocable, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Securityholder with respect to any of the Shares. The Securityholder hereby ratifies and confirms all actions and things that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. For clarity, the irrevocable proxy granted by the Securityholder pursuant to this Section 2.2 shall be of no further effect upon the termination of this Agreement pursuant to Article 4 of this Agreement.
Article
3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents, warrants and covenants to New NovaGold as follows, and acknowledges that New NovaGold is relying upon such representations and warranties in entering into this Agreement and the Arrangement Agreement:
| (a) | Incorporation; Capacity; Authorization. If the Securityholder is an individual, he or she is of legal age and is legally competent to enter into and perform his or her obligations under this Agreement. If the Securityholder is a corporation, it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; it has the requisite corporate power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. If the Securityholder is not an individual or corporation, it is duly formed and existing under the laws of its jurisdiction of formation and has the power to enter into and perform its obligations under this Agreement. |
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| (b) | Enforceable. This Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by New NovaGold of this Agreement, this Agreement constitutes a legal, valid and binding obligation, enforceable against the Securityholder in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. |
| (c) | Ownership of Shares and Other Securities. As of the date hereof, the Securityholder is the sole registered and/or beneficial owner of its Subject Securities. As of the date hereof, the Subject Securities constitute all of the securities of NovaGold beneficially owned or owned of record by the Securityholder, and the Securityholder does not directly or indirectly control or direct, or own or have any registered or beneficial interest in, any other securities of NovaGold, other than the Subject Securities as disclosed on the Securityholder’s signature page attached to this Agreement. |
| (d) | No Breach. Neither the execution and delivery of this Agreement by the Securityholder, the consummation by the Securityholder of the transactions contemplated hereby nor the compliance by the Securityholder with any of the provisions hereof will: |
| (i) | violate, conflict with, result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) (or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal) under any provision of the certificate of incorporation, articles, by-laws or any other constating document of the Securityholder, if applicable, or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, license, agreement, lease, permit or other instrument or obligation to which the Securityholder is a party or by which the Securityholder or any of its properties or assets (including the Subject Securities) may be bound; |
| (ii) | require on the part of the Securityholder any filing with (other than pursuant to the requirements of applicable securities Laws and legislation (which filings the Securityholder will undertake)) or require consent or approval of, any Governmental Entity or any other person; or |
| (iii) | subject to compliance with Laws or any approvals contemplated by the Arrangement Agreement, violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation, in each case, applicable to the Securityholder or any of its properties or assets, |
in each case other than as would not reasonably be expected to have a material adverse impact on the Securityholder’s ability to perform its obligations hereunder.
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| (e) | No Proceedings. There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of its properties that, individually or in the aggregate, would reasonably be expected to have a material adverse impact on the Securityholder’s ability to perform its obligations hereunder. There is no order of any Governmental Entity against the Securityholder that would reasonably be expected to have a material adverse impact on the Securityholder’s ability to perform its obligations hereunder. |
| (f) | No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or Transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to the Securityholder’s organizational documents as in effect on the date hereof and pursuant to the Arrangement Agreement. |
| (g) | Voting. The Securityholder has all requisite authority to enter into this Agreement and to vote (or cause to be voted) the Subject Shares as contemplated herein. None of the Subject Securities is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind that, in each case, would prevent, impede, or delay the Securityholder from performing its/his/her obligations set forth in this Agreement. |
| (h) | Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by the Securityholder in connection with the execution, delivery or performance of this Agreement. |
| (i) | Adequate Information. The Securityholder is a sophisticated holder with respect to the Subject Securities and has adequate information concerning the transactions contemplated hereby or the other transactions contemplated by the Transaction Agreements and the NovaGold Arrangement and concerning the business and financial condition of NovaGold and New NovaGold to make an informed decision regarding the matters referred to herein and has independently, without reliance upon NovaGold, New NovaGold or any of their Affiliates or any of the respective representatives of the foregoing, and based on such information as the Securityholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. |
| (j) | Reliance by New NovaGold. The Securityholder understands and acknowledges that New NovaGold is entering into the Transaction Agreements in reliance upon the execution and delivery of this Agreement by the Securityholder and the performance of, and compliance with, the terms of this Agreement in accordance with its terms by the Securityholder. |
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Section 3.2 Representations and Warranties of New NovaGold
New NovaGold hereby represents, warrants and covenants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:
| (a) | Capacity. It validly subsists under the laws of its jurisdiction of organization and has all necessary requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder. |
| (b) | Authorization. The execution, delivery and performance of this Agreement by it has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder. |
| (c) | Enforceable. This Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the Securityholder of this Agreement, this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. |
| (d) | No Breach. Neither the execution and entry into this Agreement by New NovaGold, nor the compliance by New NovaGold of its obligations hereunder, will: |
| (i) | violate, conflict with, result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) (or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal) under any provision of the certificate of incorporation, articles, by-laws or any other constating document of New NovaGold, if applicable; or |
| (ii) | violate or conflict with any Law applicable to New NovaGold. |
in each case other than as would not reasonably be expected to have a New NovaGold Material Adverse Effect (as such term is defined in the Arrangement Agreement).
Article
4
TERMINATION
Section 4.1 Termination
This Agreement may be terminated by any party hereto upon the occurrence of any of the following events or circumstances:
| (a) | by New NovaGold if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to New NovaGold contained in this Agreement in all material respects; |
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| (b) | by the Securityholder if: (i) any of the representations and warranties of New NovaGold in this Agreement shall not be true and correct in all material respects; (ii) New NovaGold shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written approval of the Securityholder, (A) there is a decrease in the amount of, or change in the form of, the consideration payable by New NovaGold for the Subject Securities pursuant to the Arrangement Agreement or the Plan of Arrangement, (B) any of the Transaction Agreements are amended in a manner that adversely impacts the Securityholder, (C) any of the Transaction Agreements are amended or modified, or any provision thereof is waived, in a manner that extends the Outside Date or imposes any additional conditions or obligations that would reasonably be expected to delay the consummation of the Arrangement beyond the Outside Date. or (D) from and after the approval of the NovaGold Arrangement Resolution by the Securityholders, any amendment, modification or action is taken that would require further approval of the Securityholders under applicable Law; or |
| (c) | the Effective Time has not occurred on or before the Outside Date. |
This Agreement shall terminate automatically upon the earliest to occur of any of the following events or circumstances:
| (d) | the NovaGold Shareholder Approval having been obtained; or |
| (e) | if any of the Transaction Agreements are terminated in accordance with their terms. |
Section 4.2 Effect of Termination
If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of breach of this Agreement which occurred prior to such termination and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.
Article
5
GENERAL
Section 5.1 Fiduciary Obligations
Notwithstanding any provision of this Agreement to the contrary, New NovaGold agrees and acknowledges that the Securityholder is bound hereunder solely in its, his or her capacity as a shareholder of NovaGold and that the provisions of this Agreement shall not be deemed or interpreted to bind the Securityholder or any of its directors or officers in his or her capacity as a director or officer of NovaGold or any of its subsidiaries. For the avoidance of doubt, nothing in this Agreement shall limit or restrict any party from properly fulfilling his or her fiduciary duties as a director or officer of NovaGold or any of its subsidiaries.
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Section 5.2 Further Assurances
The Securityholder will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as New NovaGold may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.3 Disclosure
The Securityholder and New NovaGold hereby consent to the disclosure of the substance of this Agreement in any press release or circular relating to the NovaGold Meeting and the filing of a copy thereof by NovaGold at www.sedarplus.ca and www.sec.gov. Nothing in this Agreement shall preclude the Securityholder from making such filings as are required by applicable Law in connection with the execution or performance of this Agreement.
Section 5.4 Time
Time is of the essence of this Agreement.
Section 5.5 Governing Law
This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.
Section 5.6 Entire Agreement
This Agreement, and the provisions of the Arrangement Agreement incorporated herein by reference, constitute the entire agreement between the parties hereto with respect to the subject matter hereof.
Section 5.7 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto.
Section 5.8 Severability
If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
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Section 5.9 Assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of the other party hereto.
Section 5.10 Benefit of Agreement
This Agreement will enure to the benefit of and be binding upon the respective successors (including any successor by reason of amalgamation or statutory arrangement) and permitted assigns of the parties hereto.
Section 5.11 No Third Party Beneficiaries
The parties intend that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the parties hereto and no person, other than the parties hereto, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.
Section 5.12 Notices
Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic mail addressed to the recipient as follows, in the case of:
| (a) | New NovaGold, addressed as follows: |
NovaGold Corporation
201 South Main Street, Suite 400
Salt Lake City, Utah
USA 84111
| Attention: | Corporate Secretary | |
| Email: | sean.pettey@novagold.com corporate.secretary@novagold.com |
with a copy (which shall not constitute notice) to:
Blake, Cassels & Graydon LLP
Suite 3500 – 1133 Melville Street
Vancouver, British Columbia V6E 4E5
| Attention: | Trisha Robertson | |
| Email: | trisha.robertson@blakes.com |
and to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
395 9th Avenue
New York, New York, 10001, United States
| Attention: | Howard Ellin | |
| June Dipchand | ||
| Email: | howard.ellin@skadden.com | |
| june.dipchand@skadden.com |
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| (b) | the Securityholder, as set forth on the signature page to this Agreement, |
or to such other street address, individual or electronic communication number or address as may be designated by notice given by a party to the other party hereto. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic mail, on the day of transmittal thereof if given during the normal business hours of the recipient and on the next business day if not given during such hours on any day.
Section 5.13 Specific Performance and other Equitable Rights
It is recognized and acknowledged by the parties hereto that a breach, or a threat of breach, by any Party of its covenants and obligations contained in this Agreement may cause irreparable damage to the other party hereto for which it would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, the non-breaching Party shall be entitled to seek the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and to enforce specifically the terms and provisions of this Agreement exclusively in the courts without proof of actual damages, and all such rights and remedies at Law or in equity shall be cumulative. Nothing contained in this Section 5.13 shall be deemed to be an election of remedies. The parties hereto further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.13. Each party hereto hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by the other party and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the terms, provisions, covenants and obligations of this Agreement.
Section 5.14 Nonrecourse
Notwithstanding anything to the contrary contained in this Agreement, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to the non-performance of this Agreement, or the negotiation, execution or performance of this Agreement, may only be made against the Securityholder expressly identified herein in its/his/her capacity as a shareholder of NovaGold (and any transferees who receive any Subject Securities of NovaGold to the extent such transfers are expressly permitted under Section 2.1(d), each such transferee, a “Securityholder Transferee”). No former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or affiliates of Securityholder, or any former, current or future direct or indirect shareholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or affiliate of any of the foregoing (each, a “Non-Recourse Party,” which, for the avoidance of doubt, does not include Securityholder and any Securityholder Transferee) shall have any liability for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, this Agreement or in respect of any representations made or alleged to be made in connection with this Agreement. Without limiting the rights of any party against the other party hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, or make any claims for breach of this Agreement against, any Non-Recourse Party.
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Section 5.15 No Ownership Interest
Without in any way limiting the obligations of the parties hereto under this Agreement, (a) nothing contained in this Agreement shall be deemed to vest in New NovaGold or any other person or entity any direct or indirect ownership or incidence of ownership of or with respect to the Subject Securities; (b) all rights, ownership and economic benefits of and relating to the Subject Securities shall remain vested in and belong to the Securityholder; and (c) neither New NovaGold nor any other person or entity shall have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Securityholder or exercise any power or authority to direct the Securityholder in the voting of any of the Subject Securities.
Section 5.16 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
Section 5.17 Counterparts
This Agreement may be executed and delivered in any number of counterparts (including by facsimile or electronic transmission), each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| NovaGold Corporation | ||
| By: | ||
| Name: | ||
| Title: | ||
Signature Page to NovaGold Voting Agreement
|
(Print Name of Securityholder) |
| (Signature of Securityholder or Authorized Signatory) |
| (Place of Residency) |
| (Name and Title) |
| Address: | ||
| Telephone: | ||
| Email: |
| (Number of NovaGold Shares Held) |
| (Number of NovaGold Options Held) |
| (Number of NovaGold DSUs Held) |
| (Number of NovaGold PSUs Held) |
| (Number of NovaGold Warrants Held) |
Signature Page to NovaGold Voting Agreement