Novagold Resources Inc

1. 1

   Arrangement Resolution

   ManagementBoard: FOR

   Approve the court-approved plan of arrangement under which New NOVAGOLD will acquire all outstanding NOVAGOLD Shares, with shareholders receiving one New NOVAGOLD Voting Share for each NOVAGOLD Share, together with related transaction agreements and transactions.

   More detail

   The Arrangement Resolution asks shareholders to approve a statutory plan of arrangement under British Columbia law. New NOVAGOLD would acquire every outstanding NOVAGOLD Share, with each non-dissenting shareholder receiving one New NOVAGOLD Voting Share per NOVAGOLD Share. The resolution also ratifies the Arrangement Agreement, the related transaction agreements, and actions already taken by NOVAGOLD’s directors and officers. It authorizes the directors to make permitted amendments or decide not to proceed, subject to the transaction documents, even after shareholder and court approval. Completion would place NOVAGOLD under a Delaware parent, move the public listing to the NYSE, and consolidate 100% ownership of Donlin Gold under the new parent. Paulson would contribute its 40% Donlin Gold interest in exchange for voting and non-voting New NOVAGOLD shares, retaining substantial economic influence while its voting interest is capped at 19.99%. Management seeks approval because it says the transaction offers immediate accretion, operational efficiencies, greater financing access, a larger and more liquid U.S. market presence, and a better-aligned corporate structure. Citi delivered a fairness opinion stating that the consideration is fair from a financial point of view to shareholders other than Paulson. The Board unanimously recommends voting FOR, while the Arrangement remains subject to the required two-thirds vote, court approval, stock exchange approvals, and other closing conditions.

2. 2

   Equity Plan Resolution

   ManagementBoard: FOR

   Approve adoption of the NovaGold Corporation 2026 Omnibus Incentive Plan, subject to completion of the Arrangement and Related Transactions, to provide equity and cash incentives to eligible employees, directors, consultants, and other service providers of Post-Arrangement New NOVAGOLD.

   More detail

   The Equity Plan Resolution asks shareholders to approve the New NOVAGOLD 2026 Omnibus Incentive Plan. The plan would become effective only if the Arrangement and Related Transactions close. It would authorize stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock-based awards, and cash awards. The initial share reserve would equal 10% of fully diluted New NOVAGOLD Shares at closing, with potential annual increases through 2036 subject to a 3% cap or a smaller amount set by the Compensation Committee. The plan is intended to attract, retain, and incentivize employees, non-employee directors, consultants, and other eligible service providers. Options and stock appreciation rights generally must have exercise or base prices at least equal to fair market value at grant and may have terms of up to ten years. The plan includes recycling provisions for forfeited, withheld, exchanged, or cash-settled awards, which can increase future share availability. Change-in-control treatment depends on whether awards are assumed or substituted, with accelerated vesting generally available if they are not. The Board unanimously recommends voting FOR because it considers a competitive equity program essential to recruiting and retaining personnel and aligning their interests with shareholders.

3. 3

   New NOVAGOLD ESPP Resolution

   ManagementBoard: FOR

   Approve adoption of the New NOVAGOLD Employee Stock Purchase Plan, subject to completion of the Arrangement and Related Transactions, allowing eligible employees to purchase New NOVAGOLD Voting Shares through payroll deductions on a tax-qualified basis.

   More detail

   The New NOVAGOLD ESPP Resolution asks shareholders to approve a new employee stock purchase plan for Post-Arrangement New NOVAGOLD. The plan is conditioned on closing of the Arrangement and Related Transactions, so it will have no effect if those transactions do not close. It would reserve shares equal to 2% of fully diluted New NOVAGOLD Shares at closing, with annual increases of up to 1% through 2036. Eligible employees could contribute between 1% and 15% of base salary through after-tax payroll deductions. Offering periods may last up to 27 months, and purchases would occur on the applicable exercise date at a price set by the plan, subject to the statutory Section 423 limitations. Participants may not accrue purchases exceeding $25,000 of fair market value in a calendar year and generally may not participate if they would own 5% or more of the company. The plan is designed primarily to support U.S. talent acquisition and retention while giving employees an ownership stake in the company’s growth. The Board unanimously recommends voting FOR because it believes tax-qualified employee ownership will align employees with shareholders and strengthen Post-Arrangement New NOVAGOLD’s competitiveness in the U.S. market.

4. 4

   NOVAGOLD ESPP Resolution

   ManagementBoard: FOR

   Approve adoption of the existing NOVAGOLD Employee Share Purchase Plan, which permits eligible employees to buy NOVAGOLD Shares on the open market through payroll deductions with a 50% employer contribution.

   More detail

   The NOVAGOLD ESPP Resolution asks shareholders to approve the existing NovaGold Resources Inc. Employee Share Purchase Plan. Unlike the New NOVAGOLD ESPP, this resolution is not conditioned on approval or completion of the Arrangement. Eligible full-time employees working at least 30 hours per week may participate, subject to the plan’s ownership exclusions. Employees may contribute up to 5% of base salary through payroll deductions, and the company contributes an amount equal to 50% of employee contributions for each pay period, provided the participant remains employed when the employer contribution is made. Contributions are used to purchase NOVAGOLD Shares on the open market, rather than reserving shares for issuance under the plan. Participants may sell or withdraw shares up to four times per calendar year and may direct voting of whole shares held in their accounts. The plan may be amended, suspended, or terminated by the Compensation Committee, but participants retain shares already credited to their accounts. The Board unanimously recommends voting FOR because it believes employee share ownership helps attract and retain talent and aligns employees with shareholders.

5. 5

   Compensation Resolution

   ManagementBoard: FOR

   Approve, on an advisory and nonbinding basis, compensation that may be paid or become payable to NOVAGOLD’s named executive officers in connection with the Arrangement Agreement and Related Transactions.

   More detail

   The Compensation Resolution asks shareholders to approve, on an advisory and nonbinding basis, compensation tied to the Arrangement Agreement and Related Transactions. The disclosed benefits apply to named executive officers Gregory A. Lang, Peter Adamek, and Richard Williams. They include double-trigger cash severance equal to two times salary plus the prior year’s annual incentive, continued health and dental benefits, insurance benefits, and accelerated or enhanced treatment of certain equity awards following a qualifying termination. The estimated totals are $11.13 million for Lang, $3.12 million for Adamek, and $3.99 million for Williams under the filing’s assumptions. The equity component reflects vesting of specified unvested options and target-level PSUs after a qualifying post-closing termination, rather than an automatic single-trigger payment at closing. The arrangement also assumes existing equity awards will be converted into corresponding New NOVAGOLD awards on substantially similar terms. The Board is seeking approval to satisfy the Section 14A advisory vote requirement and to obtain shareholder feedback on the transaction-related compensation. Approval is separate from the Arrangement Resolution and is not a closing condition. The Board unanimously recommends voting FOR, but the compensation remains payable if otherwise triggered even if shareholders reject this advisory resolution.

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When is the Novagold Resources Inc 2026 special meeting?

Novagold Resources Inc (NG) holds its 2026 special shareholder meeting on Tuesday, November 3, 2026.

What is the record date for the Novagold Resources Inc 2026 meeting?

The record date for the Novagold Resources Inc 2026 meeting is Wednesday, September 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Novagold Resources Inc's 2026 meeting?

The board is presenting 11 director nominees at the Novagold Resources Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Novagold Resources Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Novagold Resources Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.