NovaGold Resources Inc. has voluntarily supplemented its proxy statement for a special shareholder meeting scheduled for November 3, 2026, following the receipt of demand letters from counsel representing purported shareholders. The company filed the supplemental disclosures with the U.S. Securities and Exchange Commission and applicable Canadian securities regulators to address allegations that its earlier filings contained omissions or misstatements.
The disclosures relate to a proposed all-share transaction in which NovaGold Corporation, a newly incorporated Delaware entity, would become the ultimate parent of NovaGold Resources Inc. and its subsidiaries. The deal involves the acquisition of a 40% interest in Donlin Gold LLC held by Paulson Advisers LLC and certain of its affiliates. Upon consummation, NovaGold’s ownership in Donlin Gold would increase from 60% to 100%. Current NovaGold shareholders, inclusive of Paulson’s equity interest, would own approximately 65% of the new parent company. Paulson would hold approximately 39.7% of the economic interest in the new entity, with its voting interest capped at 19.99%.
Counsel for the purported shareholders generally alleged that the preliminary and definitive proxy statements filed in September and October 2026 contained omissions or misstatements. They requested that NovaGold file corrective disclosures prior to the November 3 vote. NovaGold denies that it has violated any laws or breached any duties to shareholders and maintains that no supplemental disclosure was legally required. The company stated it chose to provide the additional information solely to eliminate the burden and expense of potential litigation, moot the disclosure claims, and avoid potential delay or disruption to the transaction.
The supplemental disclosures amend specific sections of the proxy statement, including details regarding the background of the transaction. The filing clarifies that on September 7, 2025, the NovaGold Board and members of management met virtually with representatives from Skadden, Blakes, NovaGold’s Canadian counsel, and Citi. During this meeting, the Board formed a transaction committee composed of directors Kalidas Madhavpeddi, Daniel Muñiz Quintanilla, Dawn Whittaker, and Ali Erfan. This committee was tasked with working with management and advisors to evaluate, negotiate, or supervise negotiations regarding the proposed transaction and to make recommendations to the full Board.