NovaGold to Consolidate Donlin Gold Ownership in $4.2 Billion All-Share Deal with John Paulson

NovaGold Resources Inc. (NYSE American: NG) announced an all-share deal to acquire billionaire investor John Paulson's 40% interest in the Donlin Gold project, a move that will consolidate ownership of the major Alaskan gold deposit. The transaction values the newly combined company at approximately $4.2 billion and sent NovaGold shares up 2.7% in premarket trading Wednesday, according to Investing.com.

Transaction Structure

Under the terms of the agreement, NovaGold will form a new Delaware-based parent company, which is expected to be listed on the New York Stock Exchange. Existing NovaGold shareholders will own approximately 65% of the new entity, while Paulson will receive an indirect stake of about 35% in exchange for his share of the Donlin project.

Including his existing holdings in NovaGold, Paulson's total economic interest in the new company will be around 40%. However, his voting interest will be capped at 19.99%. NovaGold stated in a press release that the deal is accretive on key metrics, including net asset value and gold reserves per share.

Strategic Rationale and Project Scale

The company said the consolidation aims to streamline project development, simplify financing efforts, and improve operational efficiency for the undeveloped mine. The Donlin Gold project is one of the world's largest known undeveloped gold deposits.

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Key project metrics include:

• Approximately 40 million ounces of measured and indicated mineral resources.
• 13 million ounces in proven and probable reserves.
• Expected annual production of 1.1 million ounces over a 27-year mine life.

Governance and Path to Closing

Following the transaction, Dr. Thomas S. Kaplan and John Paulson will serve as co-chairs of the new company's board, which will expand from 10 to 11 directors. Paulson will have the right to nominate two directors as long as his equity ownership remains above 15%.

The deal requires approval from at least 66.67% of NovaGold shareholders, in addition to court and regulatory approvals. Directors, senior officers, and certain major shareholders, who collectively represent approximately 28% of NovaGold’s outstanding shares, have already agreed to vote in favor of the transaction, which is expected to close in the fourth quarter of 2026.