NOVAGOLD to Acquire 100% of Donlin Gold in All-Share Consolidation Transaction

NovaGold Resources Inc. announced it has entered into definitive agreements to acquire the remaining 40% ownership interest in the Donlin Gold project from Paulson Advisers LLC. The all-share transaction will consolidate 100% ownership of the project under a new U.S.-domiciled parent company, NovaGold Corporation ("New NG"), which will have an approximate equity value of $4.2 billion.

Key Details

• Transaction Structure: A new Delaware-based company, New NG, will acquire all shares of NovaGold in a 1-for-1 share exchange. Concurrently, Paulson will contribute its 40% interest in Donlin Gold to New NG in exchange for shares.
• Ownership & Governance: Post-transaction, existing NovaGold shareholders will own ~65% of New NG, with Paulson indirectly receiving ~35%. Paulson's total economic interest will be ~40%, with voting rights capped at 19.99%. Dr. Thomas S. Kaplan and John Paulson will co-chair the new board.
• Timeline: The transaction is subject to shareholder, court, and regulatory approvals and is expected to close in the fourth quarter of 2026.