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# NovaGold Deal Would Give Paulson 40% Of Economics But Only 19.99% Of The Vote
- URL: https://www.bullished.co/novagold-deal-would-give-paulson-40-of-economics-but-only-19-99-of-the-vote-73735df4/
- Published: 2026-10-08T14:20:53.000Z
- Updated: 2026-10-09T09:28:11.000Z
- Description: The share-for-share Donlin Gold deal needs 66 2/3% of votes cast, with a lock-up and standstill on the shares Paulson receives.
- Author: Matteo Parrino
- Tags: SEC Filings, NG, Industry: Materials, Topic: Leadership & Governance

[NovaGold](https://www.bullished.co/tag/ng/)'s proxy push offsets Paulson's economic stake with voting limits: Paulson would hold about [40% of the economic interest](https://www.sec.gov/Archives/edgar/data/0001173420/000110465926114560/tm2627258d2%5Fdefa14a.htm?ref=bullished.co) in a new U.S. parent but a voting interest capped at 19.99%, according to a presentation filed Thursday alongside third-quarter results. Shareholders vote November 3 on a deal that needs a supermajority.

## What the presentation says

NovaGold would buy Paulson's interest in Donlin Gold, the Alaska project, in an all-share deal that lifts its ownership from 60% to [100%](https://www.theglobeandmail.com/investing/markets/markets-news/GlobeNewswire/4970429/novagold-files-and-mails-materials-for-special-meeting-to-approve-proposed-acquisition-of-100-of-donlin-gold/?ref=bullished.co). Each NovaGold share converts into one share of a new Delaware-incorporated parent, NovaGold Corporation.

Current holders, counting Paulson's existing shares, would own about 65% of the new company on a fully diluted basis. Paulson would indirectly receive about 35% in exchange for its Donlin stake, and the company puts the new entity's equity value at about US$4.9 billion.

The shares issued to Paulson would carry a lock-up period and customary standstill provisions. Paulson would become the top shareholder with [39.7% pro forma ownership](https://www.sec.gov/Archives/edgar/data/0001173420/000110465926114560/tm2627258d2%5Fdefa14a.htm?ref=bullished.co). The new board would be co-chaired by NovaGold Chairman Thomas Kaplan and John Paulson, founder of Paulson.

Approval requires at least 66 2/3% of votes cast, and the board unanimously recommends voting for all resolutions. The company also cites court, regulatory and stock exchange approvals and an NYSE listing.

## What it changes

The company frames the deal as giving it full control of Donlin, a single point of contact for landowners Calista Corporation and The Kuskokwim Corporation, and wider access to capital. It says the lock-up, standstill and voting restrictions preserve NovaGold's independent governance.

NovaGold says the deal is accretive: net asset value per share rises to $16.75 from $15.48 on a broker-consensus basis, an 8.2% gain. Resources per share rise to 0.066 ounces from 0.061, which the company calls 8.4% accretion.

On spending, NovaGold raised its 2026 guidance by $11.5 million to $110.0 million. Corporate G&A is now $31.2 million, with Donlin funding unchanged at $78.8 million. The increase reflects added legal and professional fees for the deal.

Cash and term deposits stood at $343.4 million at the end of August, down from $370.2 million at the start of the quarter. The net loss for the quarter was $36.0 million, versus $15.6 million a year earlier. NovaGold also intends to prepay the Barrick promissory note for $100 million before the December 3 option expiry.

## What to watch

The proxy deadline is October 30 at 10:00 a.m. Vancouver time. The special meeting is November 3, and closing is expected in the fourth quarter of 2026.

The November 3 vote will show whether holders accept the trade-off: about 40% of the economics for Paulson against a 19.99% cap on its votes in the new company.

*Correction, October 9, 2026: An earlier version of this story suggested Paulson's 19.99% voting cap bears on the November 3 vote. The cap limits Paulson's votes in the new company after the deal.*

### Sources

- [NovaGold Resources — DEFA14A (2026-10-08)](https://www.sec.gov/Archives/edgar/data/0001173420/000110465926114560/tm2627258d2%5Fdefa14a.htm?ref=bullished.co) — SEC EDGAR
- [Morgan Stanley Maintains Overweight on Novago...](https://www.benzinga.com/news/26/10/62221809/morgan-stanley-maintains-overweight-novagold-resources-lowers-price-target-13?ref=bullished.co) — benzinga.com
- [NOVAGOLD Files and Mails Materials for Special Meeting to Approve Proposed Acquisition of 100% of Donlin Gold - The Globe and Mail](https://www.theglobeandmail.com/investing/markets/markets-news/GlobeNewswire/4970429/novagold-files-and-mails-materials-for-special-meeting-to-approve-proposed-acquisition-of-100-of-donlin-gold/?ref=bullished.co) — theglobeandmail.com
- [NOVAGOLD Files Third Quarter 2026 Report Unlocking Donlin](https://www.globenewswire.com/news-release/2026/10/08/3377170/0/en/novagold-files-third-quarter-2026-report-unlocking-donlin-gold-s-full-potential-and-advancing-the-path-to-development.html?ref=bullished.co) — globenewswire.com
- [NOVAGOLD Files and Mails Materials for Special Meeting to](https://www.globenewswire.com/de/news-release/2026/10/05/3375040/0/en/novagold-files-and-mails-materials-for-special-meeting-to-approve-proposed-acquisition-of-100-of-donlin-gold.html?ref=bullished.co) — globenewswire.com

### More on NovaGold Resources

- [NovaGold Raises 2026 Spending Guidance By $11.5 Million To About $110.0 Million On Donlin Gold Deal Fees](https://www.bullished.co/novagold-raises-2026-spending-guidance-by-11-5-million-to-about-110-0-million-on-donlin-7a8322f7/)
- [NovaGold Holders Get Same Share Count, No Premium, In Paulson Deal; Vote Set For November 3](https://www.bullished.co/novagold-holders-get-same-share-count-no-premium-in-paulson-deal-vote-set-for-november-3-e6d4a247/)
- [NovaGold Asks Holders To Vote November 3 On Buying Paulson's 40% Of Donlin, With A New U.S. Parent](https://www.bullished.co/novagold-asks-holders-to-vote-november-3-on-buying-paulsons-40-of-donlin-with-a-new-u-s-88a6f6f4/)

[All NovaGold Resources (NG) coverage →](https://www.bullished.co/tag/ng/)