NovaGold Holders Get Same Share Count, No Premium, In Paulson Deal; Vote Set For November 3
The board unanimously backs a Delaware parent that would own all of Donlin Gold, with Paulson's voting stake capped at 19.99%.
NovaGold Resources is asking shareholders to approve a plan of arrangement that would put a new Delaware parent above the company and bring Paulson's 40% Donlin Gold stake under one owner, according to a definitive proxy statement filed Monday. Each NovaGold share converts into one voting share of the new company, so the filing carries no premium for holders.
What the proxy says
Shareholders vote in person in Vancouver on November 3 at 10:00 a.m. local time. The arrangement resolution needs at least two-thirds of the votes cast. The record date was September 23.
The board unanimously recommends approval. It cites a fairness opinion from Citi, an independent assessment that the deal is fair to holders other than Paulson. NovaGold agreed to pay Citi an aggregate $11.5 million, of which $10.25 million depends on the deal closing.
The same meeting also covers an equity incentive plan, two employee share purchase plans and an advisory vote on pay tied to the deal. Each of those needs a simple majority of votes cast.
What it changes for holders
Paulson Advisers will contribute its 40% Donlin Gold interest at a 10% discount to its implied equity value. NovaGold already owns the other 60%, so the new company would hold all of the project.
Existing shareholders would own about 65% of the new company. Paulson, counting its current NovaGold shares, would hold about 39.7% of the economic interest. Its voting stake is capped at 19.99% of the voting shares.
Holders of about 28% of shares, including Electrum Strategic Resources, the largest shareholder, Paulson and directors, have signed agreements to vote in favor. The new company's listing is expected on the NYSE under the symbol NG.
The proxy traces the structure to Paulson's proposal, made after Paulson and NovaGold bought Barrick's 50% of Donlin Gold in June 2025, to swap its stake for NovaGold equity. A three-way deal with an unnamed third company was explored and dropped in January 2026. Talks resumed in February on the two-way structure now on the ballot.
Dates to watch
Proxies are due October 30, which is also the deadline for dissent notices. The deal cannot close if holders of more than 10% of shares dissent. A court hearing is set for November 9, and closing is expected in the fourth quarter.
At Monday's market data snapshot, NovaGold shares stood at $6.61, up 0.92%, for a market value of $2.9 billion.
