Every material Form 8-K NOVAGOLD RESOURCES INC has filed with the SEC since October 08, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
At a November 3, 2026 special meeting, NOVAGOLD shareholders approved the Arrangement Resolution, with 99.72% of votes cast in favor. The transaction would make New NOVAGOLD the parent company, with NOVAGOLD acquiring Paulson's 40% Donlin Gold interest and raising its ownership from 60% to 100%. Completion is expected in the fourth quarter of 2026, subject to regulatory, stock exchange and court approvals, and the equity plan drew 37.22% opposition.
Arrangement Resolution: 302,610,350 votes for (99.72%) and 380,548 against (0.13%).
2026 Omnibus Incentive Plan: 189,929,461 votes for (62.59%) and 112,946,575 against (37.22%).
Quorum of 303,446,751 shares, or 69.15% of 438,815,994 outstanding as of the September 23, 2026 record date.
Upon closing, holders of NOVAGOLD shares would own about 65% of New NOVAGOLD, and Paulson about 39.7% including existing stake.
NOVAGOLD filed voluntary supplemental disclosures to its circular and proxy statement for the proposed acquisition of Paulson's 40% Donlin Gold interest, which would raise its stake from 60% to 100%. The company said it denies the allegations in shareholder demand letters but added the information to avoid litigation and potential delay ahead of the November 3, 2026 special meeting.
The proposed all-share transaction would lift NOVAGOLD's Donlin Gold ownership from 60% to 100%.
Current NOVAGOLD shareholders, including Paulson's equity interest, would own about 65% of New NOVAGOLD.
Paulson's voting interest would be capped at 19.99%, while its economic interest would be about 39.7%.
Shareholders will vote at a special meeting on November 3, 2026; the circular was mailed on or about October 5, 2026.
NOVAGOLD reported a net loss of $36.0 million, or ($0.08) per share, for the quarter ended August 31, 2026, a period in which it had no production. It raised its fiscal 2026 operating expenditure guidance by $11.5 million to approximately $110.0 million, citing legal and professional fees tied to its pending all-share deal to acquire Paulson's 40% interest in Donlin Gold, which would give it 100% ownership. That deal is expected to close by year-end, subject to shareholder approval at a special meeting on November 3, 2026.
Q3 ended August 31, 2026: net loss of $36.0 million and EPS of ($0.08); the company is development-stage with no production.
Fiscal 2026 operating expenditure guidance raised $11.5 million to approximately $110.0 million; Donlin Gold funding guidance unchanged at approximately $78.8 million.
Cash and term deposits were $343.4 million as of August 31, 2026, down from $370.2 million as of May 31, 2026.
Paulson 40% Donlin Gold stake acquisition expected to close in the fourth calendar quarter of 2026; special shareholder meeting set for November 3, 2026.
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