Novagold Resources Inc.
Could not find a ticker for this position, may be a filing error
A pre-revenue gold exploration company whose sole asset is the Donlin Gold project in southwest Alaska, a deposit expected to become the largest single gold mine in the U.S. if developed. The company began in 1984 in Dartmouth, Nova Scotia, as NovaCan Mining Resources, then renamed itself NOVAGOLD by fusing "Nova" for Nova Scotia with "gold." It produces no gold itself—it has spent its years drilling, permitting, and studying this remote deposit near the Kuskokwim River.
5.5% Convertible Senior Unsecured Notes due 2015
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| FMR LLC | 13G/APassive | 3.4% | 14.99M | Aug 6, 2026 |
| Abigail P. Johnson | 13G/APassive | 3.4% | 14.99M | Aug 6, 2026 |
| Thomas S. Kaplan | 13D/AActivist | 23.9% | 104.89M | Jul 23, 2026 |
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein. | ||||
| GRAT Holdings LLC | 13D/AActivist | 23.8% | 104.56M | Jul 23, 2026 |
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein. | ||||
| Electrum Strategic Resources L.P. | 13D/AActivist | 22.6% | 99.28M | Jul 23, 2026 |
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein. | ||||
| The Electrum Group LLC | 13D/AActivist | 22.6% | 99.28M | Jul 23, 2026 |
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein. | ||||
| Electrum Global Holdings L.P. | 13D/AActivist | 22.6% | 99.28M | Jul 23, 2026 |
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein. | ||||
| TEG Global GP Ltd. | 13D/AActivist | 22.6% | 99.28M | Jul 23, 2026 |
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein. | ||||
| Leopard Holdings LLC | 13D/AActivist | 22.6% | 99.28M | Jul 23, 2026 |
Item 4 is hereby amended and supplemented as follows: Arrangement and Voting Agreements As further described in the Current Report on Form 8-K filed by the Issuer on July 22, 2026, on July 21, 2026, the Issuer, NovaGold Corporation and Paulson Advisers LLC entered into an Arrangement Agreement (the "Arrangement Agreement") pursuant to which, among other things, and on the terms and subject to the conditions thereof, NovaGold Corporation will acquire all of the issued and outstanding Common Shares of the Issuer by way of an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) in accordance with the plan of arrangement of the Issuer (the "Plan of Arrangement"). In connection with the execution of the Arrangement Agreement, NovaGold Corporation entered into (i) a Voting Agreement with Kaplan (the "Kaplan Voting Agreement") and (ii) a Voting Agreement with Electrum Strategic (the "Electrum Voting Agreement" and, together with the Kaplan Voting Agreement, the "Voting Agreements"), in each case dated July 21, 2026. Pursuant to the Kaplan Voting Agreement, Kaplan has agreed, among other things, to vote his Common Shares (i) in favor of the approval of the transactions contemplated by the Arrangement Agreement and related agreements (the "Transaction Agreements"), including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements. The Kaplan Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms, (iv) mutual written agreement or (v) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. Pursuant to the Electrum Voting Agreement, Electrum Strategic has agreed, among other things, to vote its Common Shares (i) in favor of the approval of the transactions contemplated by the Transaction Agreements, including the special resolution of the Issuer shareholders approving the Plan of Arrangement which is to be considered at a special meeting of Issuer shareholders, and (ii) against any action, agreement, transaction or proposal that would reasonably be expected to impede or delay completion of the Arrangement and each of the transactions contemplated by the Transaction Agreements, without the foregoing in any way limiting its right to vote its Common Shares on any unrelated matters. The Electrum Voting Agreement may be terminated by any party thereto upon (i) the Issuer shareholder approval having been obtained, (ii) either party failing to comply with their respective representations, warranties or covenants, (iii) the Transaction Agreements being terminated in accordance with their terms or (iv) the conditions to the completion of the Arrangement as set out in the Arrangement Agreement not having been satisfied or waived by March 31, 2027. The description of the Voting Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are included hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein. | ||||
| Kopernik Global Investors, LLC | 13G/APassive | 4.52% | 18.69M | Feb 2, 2026 |