NovaGold Resources Inc. announced on July 21, 2026, that it has entered into a series of agreements that will result in a new Delaware-domiciled parent company, NovaGold Corporation, acquiring all outstanding NovaGold common shares. The transaction, structured as a statutory arrangement under British Columbia law, is designed to bring Paulson Advisers LLC’s indirect 40 percent interest in the Donlin Gold project in Alaska under the same corporate umbrella as NovaGold’s existing interest.
How the deal works
Under the arrangement agreement, each existing NovaGold common share will be exchanged for one share of voting common stock in the new parent company. The economic terms for existing shareholders are straightforward: a one-for-one share exchange that preserves their proportional interest in the company.
The more significant structural change involves Paulson. Immediately before the arrangement closes, Paulson will contribute its affiliates’ entire ownership interests in Donlin Gold Holdings LLC and Donlin Gold Holdings II LLC, entities that together hold a 40 percent membership interest in Donlin Gold LLC, the operating entity for the Donlin Gold project. In return, Paulson will receive shares of voting and non-voting common stock in the new parent company, with its voting shares capped at 19.99 percent.
The consideration Paulson receives will be determined based on a 10 percent discount to the equity value of its 40 percent ownership interest in Donlin, as implied by NovaGold’s equity value using the 10-day volume-weighted average price as of July 21, 2026.
Governance and investor protections
The new board will consist of eleven directors, with John Paulson and Thomas Kaplan serving as initial co-chairs. Paulson will have the right to designate two board nominees as long as it beneficially owns more than 15 percent of the outstanding shares, stepping down to one nominee when its ownership falls between 10 and 15 percent, and losing board designation rights entirely below 10 percent.
An investor rights agreement grants Paulson certain protective provisions. While Paulson holds more than 20 percent of the shares, the company cannot undertake major actions such as acquisitions or dispositions exceeding 10 percent of market capitalization, bankruptcy filings, or debt or equity issuances over $100 million without approval from a board majority that includes John Paulson or another Paulson designee.
Paulson has also agreed to a six-year voting commitment, during which it will vote its shares in line with the board’s recommendation on director elections. That obligation falls away earlier if the Donlin Gold project reaches sustained nameplate production capacity and a year has passed since that milestone. Transfer restrictions limit Paulson’s ability to sell shares until the earlier of project financing completion, its ownership falling below 10 percent, or three years from closing.
Conditions and approvals
The arrangement requires approval from NovaGold shareholders, court approval from the Supreme Court of British Columbia, and approvals from the NYSE, NYSE American, and Toronto Stock Exchange. The deal also requires that holders of no more than 10 percent of NovaGold shares exercise dissent rights. The parties have set an outside date of March 31, 2027, to complete the transaction.
The NovaGold board received a fairness opinion from Citigroup Global Markets indicating that the consideration to be received by shareholders other than Paulson is fair from a financial point of view. Directors and certain senior officers, along with Paulson and Electrum Strategic Resources, have entered into voting agreements committing to support the arrangement.
The transaction is intended to qualify as a tax-free exchange under Section 351 of the Internal Revenue Code for U.S. federal income tax purposes.