NovaGold Asks Holders To Vote November 3 On Buying Paulson's 40% Of Donlin, With A New U.S. Parent
The board unanimously backs an all-share deal that would lift NovaGold's Donlin Gold ownership from 60% to 100%; the proxy deadline is October 30.
NovaGold began mailing proxy materials Monday for a shareholder vote on an all-share purchase of Paulson's 40% interest in Donlin Gold, which would take its ownership of the Alaska project from 60% to 100%. The board unanimously recommends a yes vote, according to an 8-K and attached press release.
What the filing says
The special meeting is set for November 3 at 10:00 a.m. Vancouver time. Holders of record on September 23 can vote, and the proxy deadline is October 30 at 10:00 a.m. Vancouver time.
Under the plan, a newly formed Delaware company, New NOVAGOLD, would become the ultimate parent of NovaGold and its subsidiaries and would acquire Paulson's stake. Current shareholders, counting Paulson's existing equity, would own about 65% of the new parent, the 8-K says.
Paulson would hold about 39.7% of the economic interest, but its voting interest would be capped at 19.99%.
Shareholders will vote on five resolutions: the plan of arrangement, a new omnibus incentive plan, two employee stock purchase plans, and an advisory vote on pay that executives may receive in connection with the deal. Citigroup Global Markets also delivered an opinion that the consideration is fair, from a financial point of view, to shareholders other than Paulson.
What it changes
The company's case rests on Donlin's scale. It cites projected output of 1.3 million ounces of gold a year over the first 10 full years, and 1.1 million ounces a year over a 27-year mine life. It also points to about 16 million ounces of Measured and Indicated Resources added, and says attributable annual gold production would rise by over 520,000 ounces in the first 10 full years.
The company expects the new parent to have a market capitalization of about $4.9 billion, based on a $7.25 NovaGold share price on September 15, and to list on the NYSE. The board says a U.S. domicile and a larger company would improve access to capital, including from governmental agencies and sovereign wealth funds.
Management says it does not expect material changes in business, jobs, management or operations. NovaGold shares closed at $6.61 on Monday and were at $6.62 in Monday after-hours trading, according to market data.
What to watch
The arrangement needs at least two-thirds of votes cast on November 3, plus approval from the Supreme Court of British Columbia. About 28% of outstanding stock is held by directors, certain executives, Paulson and Electrum, all of which have agreed to vote in favor.
If dissent rights exceed 10%, NovaGold could terminate, with Paulson's consent.
The vote is November 3; the proxy deadline is October 30.
Correction, October 6, 2026: An earlier version of this story omitted that the projected rise of over 520,000 ounces in attributable annual production applies to the first 10 full years.
Sources
- 8-K Filing — NOVAGOLD RESOURCES INC (NG) — SEC EDGAR
- Exhibit tm2625949d4_ex99-1.htm — NOVAGOLD RESOURCES INC 8-K exhibit — SEC EDGAR
