NovaGold Holders Back Deal To Own 100% Of Donlin Gold, With 99.72% Approval
Paulson's voting stake in the new parent is capped at 19.99%, and one equity plan drew 37.22% opposition.
NovaGold shareholders approved the all-share deal to buy out Paulson's 40% stake in Alaska's Donlin Gold project, with 302,610,350 votes, or 99.72%, in favor at a November 3 special meeting. NovaGold, which is focused on developing Donlin Gold and does not produce gold, said Wednesday the deal would lift its ownership of the project from 60% to 100%.
A lopsided vote, one weak spot
Only 380,548 votes were cast against the arrangement, with 455,851 abstentions. Shares represented at the meeting totaled 303,446,751, or 69.15% of those outstanding.
The new parent's 2026 Omnibus Incentive Plan drew the least support: 189,929,461 votes for (62.59%) against 112,946,575 (37.22%). The new employee stock purchase plan passed with 69.37% in favor and 30.38% against. The company's existing employee share purchase plan won 99.59%, and the advisory vote on executive pay tied to the deal won 99.13%.
Paulson's stake, capped at the voting level
Under the structure, a new Delaware company, New NovaGold, becomes the parent of NovaGold and will be listed on the NYSE. Each NovaGold share converts into one voting share of the new company, and current holders will own approximately 65% of it. That group includes Paulson's existing NovaGold stake.
Paulson Advisers and its affiliates contribute their Donlin Gold interests in exchange for voting and non-voting shares. The share count is set using a 10% discount to the equity value of the 40% stake, based on NovaGold's 10-day volume-weighted average share price as of July 21, 2026. Counting its existing holding, Paulson will own approximately 39.7% of the new company's shares, while its voting interest is capped at 19.99%.
What Donlin Gold is
NovaGold has paid for its work mainly by selling shares and warrants, and it had 12 full-time employees at the end of November 2025. The company's release says Donlin Gold holds about 40 million ounces of gold in measured and indicated resources on a 100% basis. It is expected to produce an average of more than one million ounces a year over a 27-year mine life, according to the 2025 technical report.
NovaGold said it remains on track to close in the fourth quarter of 2026, pending regulatory, stock exchange and court approvals.
NovaGold is targeting a fourth-quarter 2026 close, which would leave it holding all of Donlin Gold.
Sources
- 8-K Filing — NOVAGOLD RESOURCES INC (NG) — SEC EDGAR
- Exhibit tm2628199d4_ex99-1.htm — NOVAGOLD RESOURCES INC 8-K exhibit — SEC EDGAR
- Exhibit tm2628199d4_ex99-2.htm — NOVAGOLD RESOURCES INC 8-K exhibit — SEC EDGAR
- NOVAGOLD Shareholders Approve Transaction to Consolidate — globenewswire.com
