NOVAGOLD Resources has entered into definitive agreements to acquire Paulson’s 40% ownership interest in Donlin Gold, increasing NOVAGOLD’s stake in the Alaska gold development project from 60% to 100%.
The all-share transaction would create a new U.S.-domiciled parent company named NovaGold Corporation. The combined company is expected to have an equity value of approximately $4.2 billion and plans to list its shares on the New York Stock Exchange.
Under the proposed structure, existing NOVAGOLD shareholders, including shares already owned by Paulson, would collectively own approximately 65% of the new company. Paulson would receive approximately 35% on a fully diluted basis in exchange for contributing its 40% interest in Donlin Gold.
Including its existing NOVAGOLD shares, Paulson would hold approximately 40% of the new company’s economic interest. However, its voting power would be capped at 19.99%, helping NOVAGOLD preserve independent governance despite Paulson’s substantial financial ownership.
Dr. Thomas Kaplan and John Paulson would serve as co-chairmen of the new company. Its Board of Directors would expand from 10 to 11 members, and Paulson would initially have the right to nominate two directors while maintaining an ownership interest above 15%.
The consolidation is intended to simplify decision-making, project development and financing by bringing Donlin Gold under one corporate owner. NOVAGOLD also expects the structure to provide a single point of contact for landowners, government agencies, financing providers and other project stakeholders.
NOVAGOLD said the transaction would increase its attributable mineral resources by more than 16 million ounces of measured and indicated gold, including approximately 13 million ounces contained in proven and probable reserves. Its projected attributable annual production during the project’s first 10 years would increase by more than 520,000 ounces.
Donlin Gold contains approximately 40 million ounces of measured and indicated gold resources at an average grade of 2.22 grams per tonne. The project is expected to produce approximately 1.3 million ounces annually during its first 10 years and approximately 1.1 million ounces annually over a projected 27-year mine life, assuming it is developed and performs as currently planned.
The project remains in development and will require additional studies, financing, permits and a final construction decision before production can begin. NOVAGOLD is continuing work on an integrated bankable feasibility study while evaluating potential financing options.
The transaction requires approval from at least two-thirds of the votes cast by NOVAGOLD shareholders. It is also subject to court, regulatory and stock exchange approvals, NYSE acceptance of the new shares and other customary closing conditions.
Directors, certain senior officers, Paulson and Electrum Strategic Resources have entered into agreements supporting the transaction. Together, those parties represent approximately 28% of NOVAGOLD’s outstanding shares.
The companies expect to complete the transaction in the fourth quarter of 2026. Completion is not assured until all shareholder, court, regulatory and other closing requirements have been satisfied.
KEY QUOTES:
“Consolidating our interest in Donlin into NOVAGOLD enhances Donlin’s organizational structure and will facilitate, streamline and expedite the development of the Donlin mine.”
“As the major shareholder of New NG, I share the conviction that Donlin Gold is a world class gold investment. I look forward to developing this magnificent project as Co-Chair, with Tom Kaplan and our teams.”
John Paulson, Founder of Paulson Advisers
“The accretive consolidation of 100% of what is projected to become America’s largest single gold mine, located in Alaska, now takes that conviction to a whole new level.”
“For John to join me as Co-Chairman is a show of massive confidence in our partnership, making an already brilliant ‘win-win’ transaction that much more gratifying.”
Dr. Thomas S. Kaplan, Chairman of NOVAGOLD
“Accretive to NOVAGOLD shareholders on key metrics, the more streamlined structure that will emerge under New NG will progress Donlin Gold that much more efficiently, and at reduced operating costs.”
“Our absolute focus will remain on completing the Bankable Feasibility Study with the contractors and on pursuing a full range of financing options in parallel.”
Greg Lang, President and CEO of NOVAGOLD
