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# NovaGold Mails Proxy For November 3 Vote On Deal To Own All Of Donlin Gold
- URL: https://www.bullished.co/novagold-mails-proxy-for-november-3-vote-on-deal-to-own-all-of-donlin-gold-15b4d57d/
- Published: 2026-10-05T21:05:51.000Z
- Updated: 2026-10-05T21:05:51.000Z
- Description: Shareholders vote on a plan to move NovaGold into a new Delaware parent and buy out Paulson's 40% stake, with a NYSE listing expected.
- Author: Matteo Parrino
- Tags: SEC Filings, NG, Industry: Materials

NovaGold shareholders will vote on November 3 on a restructuring that would give a new Delaware company [100% of Donlin Gold](https://www.sec.gov/Archives/edgar/data/0001173420/000110465926113739/tm2625949d2%5F8k.htm?ref=bullished.co), according to an 8-K filed Monday. NovaGold owns 60% of the Alaska project today. Paulson holds the other 40%.

## What the 8-K says

The company filed its management information circular and definitive proxy statement on Monday with the SEC and Canadian regulators. It covers the special meeting where holders vote on the deal.

Under the plan, a newly formed Delaware corporation, New NovaGold, would acquire all NovaGold shares through a court-supervised arrangement under British Columbia law. Each NovaGold share would convert into one share of voting common stock of New NovaGold, and NovaGold would become its wholly owned subsidiary.

Paulson Advisers LLC and its affiliates would contribute their Donlin Gold interests to New NovaGold in exchange for voting and non-voting shares. [Paulson's voting stock would be capped at 19.99%.](https://www.sec.gov/Archives/edgar/data/0001173420/000110465926113739/tm2625949d2%5F8k.htm?ref=bullished.co)

The number of shares Paulson gets rests on a 10% discount to the equity value of its 40% stake. That value is implied by NovaGold's ten-day volume-weighted average share price as of July 21, 2026\. New NovaGold would be the listed company, with a NYSE listing expected.

## The land under the project

The 8-K also attaches Donlin Gold's leases as exhibits, because they may become material contracts of New NovaGold. The project sits on Alaska Native-owned land in southwestern Alaska. Calista Corporation owns the subsurface rights and The Kuskokwim Corporation holds surface rights.

The Calista Lease covers about 19,988 hectares. It runs to April 30, 2031, then renews year to year while mining or processing continues, or while Donlin Gold pays an advance minimum royalty.

The net smelter royalty is 1.5% for the earlier of five years after commercial production starts or initial capital payback, then 4.5%. A separate 8% net proceeds royalty also applies. The surface agreement with The Kuskokwim Corporation covers about 16,923 hectares and ends if the Calista Lease does.

## What it changes and what comes next

If the deal closes, NovaGold holders would own shares in a company that holds all of Donlin Gold rather than 60% of it. Paulson would become a shareholder in the parent instead of a 40% partner in the project.

The transaction agreements were first disclosed in a July 22 filing. Closing requires shareholder approval, court approval, regulatory and stock exchange approvals, and customary conditions.

NovaGold shares closed at $6.61 in Monday's regular session and traded at $6.60 in after-hours trading, according to market data.

The special meeting is set for November 3, and the court, regulatory and exchange approvals still have to come before closing.

### Sources

- [8-K Filing — NOVAGOLD RESOURCES INC (NG)](https://www.sec.gov/Archives/edgar/data/0001173420/000110465926113739/tm2625949d2%5F8k.htm?ref=bullished.co) — SEC EDGAR