British Columbia court approves NovaGold plan to take full ownership of Donlin Gold

The Supreme Court of British Columbia on Nov. 9 approved NovaGold's arrangement to acquire Paulson Advisers LLC's 40 percent interest in Donlin Gold LLC, raising its ownership of the Southwest Alaska gold project from 60 percent to 100 percent. The deal still faces customary closing conditions and is expected to take effect at 12:01 am Vancouver time on Dec. 1, according to a report NovaGold filed Tuesday with the Securities and Exchange Commission.

The court order follows a shareholder vote on Nov. 3, when 99.72 percent of votes cast favored the deal. NovaGold and Paulson signed the agreements July 21. The deal is a statutory plan of arrangement under British Columbia's corporate law, and it required court approval, stock exchange approvals and at least two-thirds of shareholder votes cast.

Under the all-share deal, NovaGold Corporation, a newly incorporated Delaware company, becomes the parent company and owns Donlin Gold outright. Its stock is expected to begin trading on the New York Stock Exchange under the existing ticker "NG" on Dec. 2. Existing shares are set to stop trading on NYSE American after the market closes Dec. 1 and to leave the Toronto Stock Exchange no later than two or three business days after NovaGold delivers required materials to that exchange. The new stock will not be listed on either.

Current NovaGold shareholders, counting Paulson's existing stake, would hold about 65 percent of the new parent. Counting the NovaGold shares it already owns, Paulson would hold about 39.7 percent of the economic interest, but its voting interest is capped at 19.99 percent. Today, Paulson's holding company shares equal voting and operating control of Donlin Gold with NovaGold under the project's operating agreement.

The 60-40 partnership dates to April 2025, when Barrick, then a 50 percent owner, exited, with Paulson buying 40 percentage points and NovaGold the remaining 10, according to a Donlin Gold presentation to the Alaska State Senate Finance Committee on May 13. Donlin Gold said in May that it plans to decide by mid-2027 whether to build a $10 billion mine near Crooked Creek.

NovaGold cites its 2025 technical report for about 40 million ounces of gold in the deposit's measured and indicated resource categories and projected average output above 1 million ounces a year over a 27-year mine life.

The filing cautions that results could shift depending on additional permits, financing, cooperation from government agencies and Native groups, and "whether or when a positive construction decision will be made."