NovaGold shareholders approve deal to take full ownership of Donlin Gold

NovaGold Resources shareholders on Tuesday approved a restructuring that would put the company under a new Delaware parent, NovaGold Corporation, and acquire Paulson Advisers' 40 percent interest in the Donlin Gold project, raising NovaGold's ownership from 60 percent to 100 percent.

The deal drew 99.72 percent of the shares voted, according to a filing signed Wednesday. Paulson, Electrum (NovaGold's largest shareholder) and the company's directors and certain officers had agreed beforehand to vote yes. Together they held about 28 percent of outstanding shares. Alaska News reported Oct. 14 that the vote was set for Nov. 3.

The transaction would end the current joint-venture structure, in which Paulson's holding company and NovaGold share equal voting and operating control, according to the company's news release. The company's proxy statement says sole ownership would widen access to capital, including from government agencies and sovereign wealth funds. The company has said the new parent is expected to have a market value of about $4.9 billion.

Donlin Gold plans to decide by mid-2027 whether to build a mine near Crooked Creek that the company's 2025 technical report prices at $9.2 billion. The current ownership split dates to June 2025, when Paulson and NovaGold bought out Barrick. Alaska News reported in July that tribes oppose the project and that financing remains unresolved.

Under the arrangement, a court-supervised plan governed by British Columbia corporate law, NovaGold Corporation would acquire every existing share, one new share for each old one. Paulson would contribute its Donlin holding companies in exchange for voting and non-voting stock. The number of shares is based on a 10 percent discount to the value of Paulson's stake implied by NovaGold's average share price over 10 days as of July 21. Existing shareholders would hold about 65 percent of the new parent. Paulson, counting shares it already holds in NovaGold, would hold about 39.7 percent, with its voting power capped at 19.99 percent.

Shareholders also approved two new stock plans by narrower margins. An equity incentive plan passed 62.59 percent to 37.22 percent, and an employee stock purchase plan drew 69.37 percent support. Institutional Shareholder Services had recommended against both while backing the broader deal; NovaGold's board said it "respectfully disagrees."

Completion still requires regulatory, stock exchange and court approvals, including from the Supreme Court of British Columbia, whose final hearing the company's proxy statement scheduled for Nov. 9. NovaGold said it remains on track to close in the fourth quarter.

A construction decision is a separate step not yet made. NovaGold's quarterly report expects a feasibility study in 2027 and a final court-ordered supplemental environmental impact statement in April 2027; a draft was published Sept. 23. Alaska News previously reported that the review modeled what a large Donlin Gold dam failure would do to communities downstream.