NG: Other company developments

Item 8.01 Other Events. As previously disclosed, on July 21, 2026, NOVAGOLD Resources Inc. (“NOVAGOLD” or the “Company”) entered into a series of definitive transaction agreements in connection with a proposed transaction pursuant to which, subject to the satisfaction of certain closing conditions and upon the consummation thereof, NovaGold Corporation, a newly incorporated Delaware company (“New NOVAGOLD”), would become the ultimate parent of NOVAGOLD and its subsidiaries and would acquire the 40% interest in Donlin Gold LLC (“Donlin Gold”) held by Paulson Advisers LLC and certain of its affiliates (collectively, “Paulson”) in an all-share transaction, increasing NOVAGOLD’s ownership in Donlin Gold from 60% to 100% (the “Transactions”). Upon the consummation of the Transactions, current NOVAGOLD shareholders (inclusive of Paulson’s equity interest) would own approximately 65% of New NOVAGOLD and, inclusive of its existing equity ownership in NOVAGOLD, Paulson would own approximately 39.7% of the economic interest in New NOVAGOLD, while its voting interest would be capped at 19.99%. On September 11, 2026, the Company filed a management information circular and preliminary proxy statement on Schedule 14A (the “Preliminary Circular and Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) and applicable Canadian securities regulators in connection with the special meeting of the Company’s shareholders to be held on November 3, 2026, at which the Company’s shareholders will vote on the Transactions and other matters related thereto. On October 5, 2026, the Company filed with the SEC and applicable Canadian securities regulators a management information circular and definitive proxy statement on Schedule 14A (the “Circular and Proxy Statement”). Fol