NOVAGOLD提交DEFA14A社交媒体材料，重申Q3现金、Donlin Gold收购Paulson 40%权益及融资顾问安排

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DEFA14A
1
tm2627678d1_defa14a.htm
DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨
Definitive Proxy Statement
x
Definitive Additional Materials
¨
Soliciting Material Pursuant to §240.14a-12
NOVAGOLD RESOURCES INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
¨
Fee paid previously with preliminary materials.
¨
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
The following are social media posts shared by NOVAGOLD Resources
Inc. (“NOVAGOLD”) on its LinkedIn, Facebook and X accounts regarding its 2026 third quarter results, first displayed
on October 15, 2026:
NOVAGOLD Social Content
Wednesday, October 14
LinkedIn
NOVAGOLD Files Its
Third Quarter 2026 Report — Unlocking Donlin Gold’s Path to Development
NOVAGOLD has filed its Q3 2026 report, highlighting major milestones
that strengthen the Company’s position as a leading U.S. gold development company.
Key updates include:
Donlin Gold transaction
— NOVAGOLD and Paulson entered into definitive agreements on July 21, 2026, pursuant to which NOVAGOLD would acquire Paulson’s
40% interest in Donlin Gold in an all share-transaction that is expected to close by year-end and create a consolidated, streamlined
structure.
Financial Advisors
selected — Donlin Gold has appointed Endeavour Financial and Macquarie Capital to provide financial advisory services and support
project and infrastructure financing.
Robust treasury —
~$343.4M in cash and term deposits at quarter-end, a strong financial position to advance the Donlin Gold project.
BFS progress —
Engineering integration led by Fluor continues on schedule for completion in 2027, with extensive geotechnical, FEED, and EPCM work underway.
Community & permitting
momentum — Over 25 community visits year-to-date and 150 engagements with government representatives, agencies, and candidates,
continued environmental stewardship, and advancement of dam safety and SEIS processes.
With large scale, high grade, and strong exploration potential, Donlin
Gold remains one of the most significant gold development opportunities in the United States.
Full Q3 news release
available at novagold.com.
#NOVAGOLD #DonlinGold #Gold #Mining #Alaska #Sustainability #ResourceDevelopment
#CapitalMarkets
Facebook
NOVAGOLD Files Its
Third Quarter 2026 Report
NOVAGOLD has filed its Q3 2026 report, highlighting important progress
at the Donlin Gold project in Alaska.
Here’s what’s new:
Donlin Gold transaction
— NOVAGOLD and Paulson entered into definitive agreements on July 21, 2026, pursuant to which NOVAGOLD would acquire Paulson’s
40% interest in Donlin Gold in an all share transaction that is expected to close by year-end and create a consolidated, streamlined
structure.
Financial Advisors
selected — Donlin Gold has appointed Endeavour Financial and Macquarie Capital to provide financial advisory services and support
project and infrastructure financing.
Robust treasury —
~$343.4M in cash and term deposits at quarter-end, a strong financial position to advance the Donlin Gold project.
BFS progress —
Engineering integration led by Fluor continues on schedule for completion in 2027, with extensive geotechnical, FEED, and EPCM work underway.
Community & permitting
momentum — Over 25 community visits year-to-date and 150 engagements with government representatives, agencies, and candidates,
continued environmental stewardship, and advancement of dam safety and SEIS processes.
With large scale, high grade, and strong exploration potential, Donlin
Gold remains one of the most significant gold development opportunities in the United States.
Read the news release
at novagold.com.
#NOVAGOLD #DonlinGold #Alaska #Mining #Gold #Community #Sustainability
X
NOVAGOLD has filed
its Q3 2026 Report
Highlights:
Moving toward 100%
ownership of Donlin Gold
Endeavour Financial
& Macquarie Capital appointed as financial advisors
BFS progressing on
schedule for completion in 2027
Robust treasury: ~$343.4M
in cash and term deposits
Continued community
engagement & environmental stewardship
Donlin Gold remains one of the most significant gold development opportunities
in the U.S.
#NOVAGOLD #DonlinGold #Mining #Gold #Alaska
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 contemplated by the
Arrangement Agreement, Master Implementation Agreement, Investor Rights Agreement and Contribution Agreement (collectively, the
“Transactions”); the ability of NOVAGOLD, NovaGold Corporation (“New NovaGold”) and Paulson Advisers LLC and
its affiliates (“Paulson”) to complete the Transactions on the terms described herein, or at all, including receipt of required
regulatory approvals, shareholder approvals, court approvals, stock exchange approvals and satisfaction of other customary closing conditions;
the expected synergies related to the Transactions in respect of strategy, operations and other matters; projections related to expansion;
and the impact of the Transactions on New NovaGold and its stakeholders. Forward-looking statements contained herein are based on a number
of material assumptions, including, but not limited to, the following, which could prove to be inaccurate: the expected outcomes of the
Transactions; the ability of NOVAGOLD, New NovaGold and Paulson to complete the Transactions on the terms described herein, or at all,
including receipt of required regulatory approvals, shareholder approvals, court approvals, stock exchange approvals and satisfaction
of other customary closing conditions; the expected synergies related to the Transactions in respect of strategy, operations and other
matters; projections related to expansion; our ability to achieve production at Donlin Gold; the cost estimates and assumptions contained
in the 2025 Technical Report and the 2025 Technical Report Summary; anticipated timing of updated reports and/or studies including the
Donlin Gold BFS and draft SEIS; repayment of the Barrick Mining Corporation promissory note and the timing thereof; sufficiency of working
capital; future capital raising activities and potential sources of funding; estimated metal pricing, metallurgy, mineability, marketability
and operating and capital costs, together with other assumptions underlying our resource and reserve estimates; our expected ability
to develop adequate infrastructure and that the cost of doing so will be reasonable; assumptions that all necessary permits and governmental
approvals will be obtained and the timing of such approvals; assumptions made in the interpretation of drill results, the geology, grade
and continuity of our mineral deposits; our expectations regarding demand for equipment, skilled labor and services needed for exploration
and development of mineral properties; and operating or regulatory risks. Forward-looking statements are necessarily based on several
opinions, estimates and assumptions that management of NOVAGOLD considered appropriate and reasonable as of the date such statements
are made, 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 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 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 has filed relevant materials with the SEC and applicable Canadian securities regulators, including, among other filings, a management
information circular and definitive proxy statement on Schedule 14A on October 5, 2026. The management information circular
and proxy statement was first mailed or otherwise disseminated to shareholders of NOVAGOLD seeking their approval of the Transactions-related
proposals on or about October 5, 2026. INVESTORS AND SHAREHOLDERS OF NOVAGOLD ARE URGED TO READ THE MANAGEMENT INFORMATION CIRCULAR
AND DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC AND APPLICABLE CANADIAN
SECURITIES REGULATORS IN CONNECTION WITH THE TRANSACTIONS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS, THE PARTIES TO THE PROPOSED TRANSACTIONS
AND RELATED MATTERS. Investors and shareholders may obtain free copies of the management information circular and proxy statement and
other documents 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/
.