NOVAGOLD Enters Into Definitive Agreements to Acquire 100% of Donlin Gold

Novagold Resources Inc. (NYSE: NG) has entered into definitive agreements to acquire the 40% interest in the Donlin Gold project currently held by Paulson Advisers LLC, increasing its ownership from 60% to 100%. The all-share transaction creates a new US-domiciled parent company, NovaGold Corporation (“New NG”), which will be listed on the NYSE.

Under the terms of the deal, current Novagold shareholders, including Paulson’s existing stake, will own approximately 65% of New NG. Paulson will receive approximately 35% on a fully diluted basis as consideration for its 40% stake, with voting rights capped at 19.99%. Paulson’s shares are locked up until the earliest of the project financing completion, Paulson’s stake falling below 10%, or three years from closing.

The board of directors will expand to 11 members, with Dr. Thomas Kaplan and John Paulson serving as Co-Chairs. The transaction is expected to close in the fourth quarter of 2026, subject to approval by shareholders holding at least 66⅔% of voting power, as well as court and regulatory approvals. Existing major shareholders representing approximately 28% of the voting bloc have indicated support for the deal. Citi advised Novagold on the transaction.

The acquisition adds over 16 million ounces of measured and indicated resources, including 13 million ounces of reserves, to Novagold’s portfolio. The deal is projected to boost attributable production by more than 520,000 ounces per year in the first 10 years of operation.

Novagold Resources Inc. (NG) has completed a transformational consolidation that eliminates its joint-venture structure, granting the company, via New NG, 100% control of the Donlin Gold project. The project holds 40 million ounces of measured and indicated resources at a grade of 2.22 g/t and is projected to produce more than 1 million ounces annually over a 27-year lifespan. The transaction is structured as an all-share exchange, avoiding immediate cash outlays and positioning Paulson as a long-term, locked-up strategic shareholder rather than a passive partner.

The consolidation is expected to streamline project finance negotiations and construction decision-making. While the market may have anticipated a transaction following the engagement of financial advisors flagged in the Q2 2026 call, the definitive terms exceed incremental expectations by delivering full consolidation without traditional dilution to existing shareholders. Shares are issued in a new holding structure, but the economics remain accretive. According to the transcript, the project’s net present value context includes a 5% discounted post-tax NPV of approximately $20 billion at a gold price of $4,000/oz, illustrating the latent value now fully attributable to the company.

The deal does not resolve the significant challenge of construction funding, and the eventual expiry of Paulson’s lock-up period could create market overhang.

Novagold Resources Inc. (NG) is a developer focused entirely on the Donlin Gold project in Southwestern Alaska, which it will soon own 100%. Donlin is one of the world’s largest undeveloped gold deposits, hosting approximately 40 million ounces of Measured & Indicated Mineral Resources at an average grade of 2.22 g/t gold, which is more than twice the industry average.

A 2021 feasibility study, updated in 2025, envisions a large open-pit mine producing more than 1 million ounces annually over a 27-year mine life. The project holds all key federal and state permits; the only outstanding permitting item is the Alaska state Clean Water Act §401 certification, which is currently under appeal to the Alaska Supreme Court. A supplemental Environmental Impact Statement process is underway under FAST-41.

The Bankable Feasibility Study is in progress under Fluor’s lead, targeting completion in the first half of 2027. The property lies on an 8-km mineralized trend with significant exploration upside, as only approximately 5% of the land package is tested.