NovaGold sets Nov. 3 vote on owning all of Donlin; filing details a dropped three-way deal

NovaGold Resources shareholders will vote Nov. 3 on a deal that would put all of the Donlin Gold project in Southwest Alaska under one new U.S. company. John Paulson's investment firm would hold nearly 40% of its economic interest.

NovaGold filed its final proxy statement with the U.S. Securities and Exchange Commission on Oct. 5 and began mailing it to shareholders that day. The filing lays out how the deal came together, including a three-way deal NovaGold and Paulson explored last fall and winter with a third gold company, identified only as "Party A." Those talks ended in January. A preliminary version of the proxy filed Sept. 11 also described them.

NovaGold owns 60% of Donlin Gold LLC and Paulson owns 40%, after the two bought Barrick's half of the project together on June 3, 2025. The vote follows the consolidation agreement they signed July 21, which Alaska News reported July 22.

The deal would not by itself decide whether the mine is built. According to the proxy, Donlin Gold's board must still approve an updated feasibility study, a construction program and a budget, and the project still needs financing. The company told legislators in May that it expects to make a final investment decision by mid-2027, Alaska News reported.

How the deal works

A newly formed Delaware company, NovaGold Corporation, would swap one of its shares for every NovaGold share. It would take Paulson's 40% of Donlin Gold in exchange for voting and non-voting shares, priced at a 10% discount to the value of that stake. The new company would own 100% of Donlin and list on the New York Stock Exchange.

Paulson would hold about 39.7% of the economic interest, with its voting power capped at 19.99%. NovaGold's largest shareholder, Electrum Strategic Resources, would hold about 14%, and all other shareholders about 46%. John Paulson and Thomas Kaplan, NovaGold's chairman, would be co-chairs.

NovaGold's board says one owner would create a "single point of contact" for key stakeholders, including Donlin's landowners, Calista Corp., which owns the mineral rights, and The Kuskokwim Corp., which owns the surface. The board also cites wider access to "private and official-sector capital, including governmental agencies and sovereign wealth funds," for the project's next phase.

How it came together

According to the proxy, Kaplan, John Paulson and NovaGold chief executive Gregory Lang first discussed NovaGold owning all of Donlin on a joint visit to Alaska in July 2025. Paulson sent a written proposal on Sept. 4, 2025.

In October 2025, NovaGold proposed valuing Paulson's stake at a 30% discount. Paulson countered at 5%.

Then, on Oct. 25, Kaplan and Paulson discussed "a potential alternative framework": NovaGold would combine all of Donlin with Party A "to create a multi-asset gold development company." On Dec. 6, NovaGold and Party A signed a confidentiality agreement. That same day, NovaGold and Paulson sent Party A's board a joint letter proposing a "merger of equals" style combination under a new U.S. parent company.

On or about Jan. 10, Paulson wrote to NovaGold raising concerns about whether the three-way deal could work and saying it wanted to end those talks. On Jan. 16, NovaGold and Paulson told Party A they would not go forward.

In February, after NovaGold had its financial adviser check back with Paulson, Paulson offered to trade its stake at a 10% discount. NovaGold's board restarted talks on Feb. 12, and the parties signed the agreement in July.

The vote

The special meeting is at 10 am Vancouver time on Nov. 3 in Vancouver, British Columbia. The deal needs at least two-thirds of the votes cast. The proxy says it may also need "minority approval" under a Canadian securities rule. That would mean a majority of votes cast, not counting related parties who receive a "collateral benefit."

NovaGold's directors, certain executives, Paulson and Electrum have signed voting agreements covering about 28% of NovaGold's outstanding shares. The board unanimously recommends a vote in favor.

The Supreme Court of British Columbia must also approve the deal. If shareholders approve, a hearing on the final order is scheduled for Nov. 9. The companies expect the deal to close in the fourth quarter.

Donlin's money and lawsuits

Donlin Gold's board approved a fiscal 2026 budget of about $131 million. Its 2025 loss from operations was $39.5 million, up $13.7 million from 2024. The proxy attributes the increase primarily to more site work, to replacing services Barrick used to provide, and to "a contractual increase in advance royalty payments" under its mineral leases.

Legal challenges to the project continue. The Alaska Supreme Court heard arguments in early June on an appeal of the state Department of Environmental Conservation's water quality certification, and a decision is pending. In federal court, the Orutsararmiut Traditional Native Council, Kwethluk and Tuluksak, represented by Earthjustice, sued in 2023 over the project's federal permits. In 2025, a judge ordered the Army Corps of Engineers and the Bureau of Land Management to analyze a larger hypothetical tailings release without canceling the permits. Alaska News reported on that review Sept. 29. The Corps expects to finish it by the end of May 2027.