NovaGold Announces Restructuring to Consolidate 100% Ownership of Donlin Gold Project

NovaGold Resources Inc. entered into a series of agreements on July 21, 2026, to execute a corporate restructuring that will consolidate ownership of the Donlin Gold project. A new entity, NovaGold Corporation ("New NovaGold"), will acquire all shares of the current company. Concurrently, investor Paulson Advisers LLC will contribute its 40% interest in the Donlin Gold project to New NovaGold, resulting in a single public entity holding 100% of the project.

Key Details

• Transaction Structure: Existing NovaGold shareholders will receive one share of New NovaGold voting common stock for each NovaGold share held. The transaction is structured as a Plan of Arrangement.
• Paulson Contribution: Paulson Advisers will contribute its affiliates' interests in Donlin Gold Holdings LLC and Donlin Gold Holdings II LLC, which represent a 40% interest in the Donlin Gold project, to New NovaGold in exchange for voting and non-voting common stock.
• Governance: Upon closing, the New NovaGold Board will consist of 11 directors. John Paulson (Paulson Advisers) and Thomas Kaplan will be appointed as initial co-chairs. Paulson is entitled to designate two initial board nominees.
• Approvals & Timeline: The transaction is subject to shareholder approval, court approval, and other customary closing conditions. The agreements include a termination deadline (Outside Date) of March 31, 2027.