NOVAGOLD 向股东发 DEFA14A 拉票函，敦促投票批准收购 Paulson 持有的 Donlin Gold 剩余40%股权（全股票交易）

----- tm2627976d1_defa14a.htm -----
DEFA14A
1
tm2627976d1_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 is an email sent by NOVAGOLD Resources Inc. (“NOVAGOLD”
or the “Company”) to select shareholders on October 21, 2026:
Hi [Name],
As part of NOVAGOLD's ongoing shareholder engagement efforts, we are
reaching out regarding the Company's Special Meeting of Shareholders to be held on November 3, 2026, and the previously announced transactions,
including the proposed acquisition of the remaining 40% interest in Donlin Gold currently held by Paulson Advisers LLC and its affiliates
in an all-share transaction.
The NOVAGOLD Board of Directors unanimously recommends that shareholders
vote
FOR
the proposed resolutions and encourages shareholders to complete and submit their proxy cards or voting instructions in
advance of the October 30, 2026 proxy voting cut-off.
The management information circular and definitive proxy statement
and related meeting materials, which contain important information about the proposed transactions, including additional information regarding
the benefits of the proposed transactions and the factors considered by the NOVAGOLD board of directors in making its unanimous recommendation,
the other matters to be considered at the Special Meeting of Shareholders and voting procedures, are available at www.NewNOVAGOLD.com
and under NOVAGOLD’s issuer profiles on SEDAR+ at www.sedarplus.ca and EDGAR, the SEC’s website, at www.sec.gov. We encourage
you to read the materials carefully and in their entirety before voting.
If you have any questions regarding the transaction or voting process,
or would like to arrange a discussion with management, please let us know.
For voting assistance:
Canadian
and international shareholders (excluding the U.S.)
Kingsdale Advisors
1-866-228-8818 (North America)
+1-416-623-2514 (outside North America)
contactus@kingsdaleadvisors.com
U.S.
shareholders
Innisfree M&A Incorporated
1-877-750-0926 (within the U.S.)
+1-412-232-3651 (outside the U.S.)
Thank you for your continued support and consideration.
Kind regards,
[Signature]
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 (“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 Bankable Feasibility Study and draft Supplemental Environmental Impact Statement; repayment of the Barrick promissory note
and the timing thereof; sufficiency of working capital; future capital raising activities and potential sources of funding; estimated
metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying our
resource and reserve estimates; our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;
assumptions that all necessary permits and governmental approvals will be obtained and the timing of such approvals; assumptions made
in the interpretation of drill results, the geology, grade and continuity of our mineral deposits; our expectations regarding demand for
equipment, skilled labor and services needed for exploration and development of mineral properties; and operating or regulatory risks.
Forward-looking statements are necessarily based on several opinions, estimates and assumptions that management of NOVAGOLD considered
appropriate and reasonable as of the date such statements are made, and are subject to known and unknown risks, uncertainties, assumptions,
and other factors that may cause the actual results, activity, performance, or achievements to be materially different from those expressed
or implied by such forward-looking statements. Forward-looking statements are not historical facts but instead represent NOVAGOLD management’s
expectations, estimates and projections regarding future events or circumstances on the date the statements are made. Important factors
that could cause actual results to differ materially from expectations include the need to obtain additional permits and governmental
approvals; the timing and likelihood of obtaining and maintaining permits necessary to construct and operate; the need for additional
financing to complete an updated feasibility study and to explore and develop properties; availability of financing in the debt and capital
markets; disease pandemics; uncertainties involved in the interpretation of drill results and geological tests and the estimation of reserves
and resources; changes in mineral production performance, exploitation and exploration successes; changes in national and local government
legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or
nationalization of property and political or economic developments in the United States or Canada; the need for continued cooperation
between the owners of Donlin Gold to advance the Donlin Gold project; the need for cooperation of government agencies and Native groups
in the development and operation of properties; risks of construction and mining projects such as accidents, equipment breakdowns, bad
weather, non-compliance with environmental and permit requirements, unanticipated variation in geological structures, ore grades or recovery
rates; unexpected cost increases, which could include significant increases in estimated capital and operating costs; fluctuations in
metal prices and currency exchange rates; whether or when a positive construction decision will be made regarding the Donlin Gold project;
and other risks and uncertainties disclosed in NOVAGOLD’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk
Factors” sections of those reports and other documents filed by NOVAGOLD with applicable securities regulatory authorities from
time to time. Copies of these filings may be obtained by visiting NOVAGOLD’s website at
www.novagold.com,
or
the SEC’s website at
www.sec.gov,
or on SEDAR+ at
www.sedarplus.ca.
The forward-looking
statements contained herein reflect the beliefs, opinions and projections of NOVAGOLD on the date the statements are made. NOVAGOLD assumes
no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except
as required by law.
2
Important Information and Where to Find It
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 has been mailed or otherwise disseminated to shareholders of NOVAGOLD seeking their approval of the proposals related to the
Transactions. 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 definitive 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/
.
3