false 0001173420 A1 00-0000000 0001173420 2026-07-21 2026-07-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2026 NOVAGOLD
RESOURCES INC. (Exact Name of Registrant as Specified in Its Charter) British Columbia 001-31913 N/A (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification) 201
South Main Street , Suite 400 , Salt Lake City , Utah 84111 (Address of principal executive offices) (Zip
Code) ( 801 ) 639-0511 (Registrant’s Telephone Number, Including
Area Code) N/A (Former name or former address, if changed since
last report) Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) Securities registered pursuant to Section 12(b) of the Act: Title
    of each class Trading
    Symbol(s) Name
    of each exchange on which registered Common
    Shares NG NYSE
                                            American Toronto Stock Exchange Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨ Item 7.01 Regulation FD Disclosure On July 22, 2026, NovaGold Resources Inc.
(“NovaGold” or the “Company”) issued a press release announcing that it has entered into a series of definitive
transaction agreements in connection with a proposed transaction pursuant to which NovaGold Corporation, a newly formed Delaware corporation
(“New NovaGold”) will acquire all of the issued and outstanding common shares of NovaGold (the “NovaGold Shares”)
by way of an arrangement under the Business Corporations Act (British Columbia) in accordance with a plan of arrangement (the
“Arrangement”). Specifically, the Company announced the execution of (i) an Arrangement Agreement (the “Arrangement
Agreement”), among the Company, New NovaGold and Paulson Advisers LLC (“Paulson”), pursuant to which, subject to the
satisfaction or waiver of certain conditions set forth therein, each NovaGold Share will be exchanged for one share of voting common
stock of New NovaGold, (ii) a Master Implementation Agreement (the “Master Implementation Agreement”), among the Company,
New NovaGold, Paulson and the other parties thereto, which, among other things, sets forth the rights and obligations of the parties
thereto and the sequencing of the transactions contemplated by the various transaction agreements, (iii) a Contribution Agreement
(the “Contribution Agreement”), between New NovaGold and Paulson, pursuant to which, substantially concurrently with (but
immediately prior to) the consummation of the Arrangement, Paulson will cause its affiliates to contribute all of their interests in
Donlin Gold Holdings LLC, a Delaware limited liability company, and Donlin Gold Holdings II LLC, a Delaware limited liability company,
as applicable, to New NovaGold in exchange for shares of voting and non-voting common stock of New NovaGold (with Paulson’s voting
common stock of New NovaGold to be capped at 19.99%), as applicable, the number of which will be determined based on a ten percent (10%)
discount to the equity value of Paulson’s forty percent (40%) ownership interest in Donlin Gold LLC, a Delaware limited liability
company, implied by the equity value of NovaGold based on the ten (10)-day volume-weighted average price of the NovaGold Shares as of
July 21, 2026, and (iv) an Investor Rights Agreement (the “Investor Rights Agreement”), between New NovaGold and
Paulson, which sets forth Paulson’s rights and obligations with respect to New NovaGold following the consummation of the Arrangement.
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the announcement of the Arrangement
and related transactions, NovaGold intends to provide supplemental information regarding the Arrangement Agreement, the Master Implementation
Agreement, the Contribution Agreement and the Investor Rights Agreement, and to file copies of such agreements as exhibits, in a subsequent
Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1
attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as
expressly set forth by specific reference in such filing. 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 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; and the impact of the Transactions on NovaGold Corporation 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, NovaGold Corporation 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;  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; 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 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. Important Information and Where to Find It In connection with the proposed Transactions,
NOVAGOLD expects to file a proxy statement on Schedule 14A with the SEC and applicable Canadian Securities Regulators that will be mailed
or otherwise disseminated to security holders of NOVAGOLD seeking their approval of the transactions-related proposals. NOVAGOLD also
may file other documents with the SEC and applicable Canadian Securities Regulators regarding the proposed Transactions. None of the
securities to be issued pursuant to the proposed Transactions are anticipated to be registered under the U.S. Securities Act of 1933,
as amended (the U.S. Securities Act”) or any U.S. state securities laws, and any securities issued in the transaction are anticipated
to be issued in reliance upon an exemption from such registration requirements under the U.S. Securities Act and applicable exemptions
under U.S. state securities laws. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC AND APPLICABLE CANADIAN SECURITIES REGULATORS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTIONS, THE PARTIES TO THE PROPOSED TRANSACTIONS AND RELATED MATTERS. This communication is not a substitute for the proxy statement or any other document that NOVAGOLD may file in connection with the proposed
Transactions. Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be 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/. Participants in the Solicitation NOVAGOLD and certain of its directors and
executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies
in respect of the proposed Transactions. Information regarding NOVAGOLD’s directors and executive officers and other persons who
may be deemed to be participants in the solicitation of shareholders of NOVAGOLD in connection with the proposed Transactions and a description
of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement, which will be filed
with the SEC and applicable Canadian Securities Regulators. Information regarding NOVAGOLD’s directors and executive officers is
contained in NOVAGOLD’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on March 25,
2026. To the extent the holdings of the NOVAGOLD securities by the NOVAGOLD directors and executive officers have changed since the amounts
set forth in the proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. More detailed information
regarding the identity of potential participants in the proxy solicitation and a description of their direct or indirect interests, by
securities, holdings or otherwise, will be set forth in the proxy statement and other materials when they are filed with the SEC in connection
with the proposed Transactions. You may obtain free copies of these documents (when they become available) using the sources indicated
above. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Press Release, dated July 22, 2026. 104 Cover Page Interactive
    Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded
    within the Inline XBRL document. SIGNATURES Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 22, 2026 NOVAGOLD RESOURCES INC. By: /s/ Peter
    Adamek Peter Adamek Vice President and Chief Financial Officer

NovaGold Resources Inc. announced on July 22, 2026, that it has entered into a definitive Arrangement Agreement to be acquired by New NovaGold, a newly formed Delaware corporation, in a transaction structured as a plan of arrangement under British Columbia law. This acquisition represents a significant corporate restructuring that will impact shareholder ownership and company operations.

On July 22, 2026, NovaGold Resources Inc. entered into a definitive Arrangement Agreement with New NovaGold, a newly formed Delaware corporation, and Paulson Advisers LLC. This agreement is part of a proposed transaction in which New NovaGold will acquire all issued and outstanding common shares of NovaGold. The transaction will be conducted pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). The Arrangement is subject to the satisfaction or waiver of specific conditions, reflecting a strategic move that could significantly impact the company's operations and shareholder structure.

NOVAGOLD RESOURCES INC.

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