NovaGold shareholders approve trading stock for Paulson's share of Donlin Gold

NovaGold Resources shareholders voted Tuesday for a deal that would give the company all of Donlin Gold, the proposed gold mine near Crooked Creek in Southwest Alaska, by trading stock for the 40% held by its partner, Paulson Advisers.

More than 99.7% of the shares represented at the special meeting voted for the deal, according to a filing Wednesday. Paulson, NovaGold's largest shareholder Electrum and the company's directors and certain officers had agreed in advance to vote yes. Together they held about 28% of NovaGold's outstanding shares.

NovaGold owns 60% of Donlin Gold and Paulson owns 40%, a split that dates to June 2025, when the two bought out Barrick's half of the project. Despite the uneven shares, the partners have had equal control, each naming two of Donlin Gold's four board members, according to NovaGold's quarterly report.

NovaGold says one owner would widen its access to money for a mine its 2025 technical reports estimate would cost about $9.2 billion to build, including what its proxy statement calls "official-sector capital," such as government agencies and sovereign wealth funds.

The deal still needs regulatory, stock exchange and court approvals, including from the Supreme Court of British Columbia, where the proxy statement said a hearing was scheduled for Nov. 9. NovaGold says it remains on track to close by the end of the year.

The vote doesn't decide whether the mine gets built. NovaGold says Donlin Gold's bankable feasibility study remains on schedule for 2027, and a final investment decision would come after that. Donlin's general manager told legislators in May that the company expected to be in a position to decide in the first half of 2027.

Federal agencies are also preparing a supplemental environmental review. Tribes including the Orutsararmiut Native Council sued, and a federal judge found the original analysis should have considered a tailings spill larger than 0.5% of the mine's tailings facility. The judge sent the decision back to the agencies without canceling the mine's permits.

A draft released Sept. 23 models what larger hypothetical spills would do downstream. The U.S. Army Corps of Engineers says a failure of any size "remains extremely unlikely." NovaGold expects the final review in April 2027, and the agencies plan to decide by May 28, 2027, whether to modify, reaffirm or rescind the mine's permit and right-of-way.

Much of the project sits on Alaska Native corporation land: Calista Corp. owns the mineral estate and some of the surface, and The Kuskokwim Corp. owns most of the surface over the project lands. Calista supports the project, saying it can coexist with subsistence. Multiple Yukon-Kuskokwim Delta tribes oppose it, citing threats to water, fish, wildlife, culture and health.

Under the deal, a new Delaware company, NovaGold Corporation, would trade one of its shares for each NovaGold share. It would take Paulson's stake in exchange for voting and non-voting shares, priced at a 10% discount to the stake's value. Paulson and its affiliates would own about 39.7% of the new company, with their voting power capped at 19.99%. John Paulson and NovaGold Chairman Thomas Kaplan would be co-chairs. The proxy statement said the new company was expected to have a market value of about $4.9 billion.

The proxy also described a three-way deal with another gold company that NovaGold and Paulson explored and dropped in January.

Two new stock plans drew more opposition. A new omnibus incentive plan passed with 62.6% of the shares represented, and a new employee stock purchase plan passed with 69.4%. The proxy adviser Institutional Shareholder Services had recommended voting against both while backing the main deal. NovaGold's board said it "respectfully disagrees."