NovaGold Deal Would Give Paulson 40% Of Economics But Only 19.99% Of The Vote
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.
NovaGold's proxy push offsets Paulson's economic stake with voting limits: Paulson would hold about 40% of the economic interest 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%. 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. 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) — SEC EDGAR
- Morgan Stanley Maintains Overweight on Novago... — benzinga.com
- NOVAGOLD Files and Mails Materials for Special Meeting to Approve Proposed Acquisition of 100% of Donlin Gold - The Globe and Mail — theglobeandmail.com
- NOVAGOLD Files Third Quarter 2026 Report Unlocking Donlin — globenewswire.com
- NOVAGOLD Files and Mails Materials for Special Meeting to — globenewswire.com
