NovaGold to Buy Out Paulson Stake in Donlin, Reincorporate in Delaware

NovaGold Resources signed agreements July 21 to raise its Donlin Gold stake from 60 percent to 100 percent and reincorporate in Delaware. The deal leaves one company facing the two Alaska Native corporations whose land the mine would sit on. NovaGold is buying Paulson Advisers' 40 percent stake in shares, with no cash changing hands, and filed the agreement with the SEC the next day on Form 8-K. The move consolidates a May 2025 transaction in which the two companies bought Barrick Mining's 50 percent Donlin interest for $1 billion. NovaGold held 20 percent of that purchase and Paulson held 80 percent.

Calista Corporation holds Donlin's subsurface rights on the middle Kuskokwim. The corporation supports the project as responsible development that preserves subsistence resources. The Kuskokwim Corporation holds the surface rights. NovaGold says the consolidation gives those two landowners a single point of contact. Yukon-Kuskokwim Delta tribes, including the Orutsararmiut Native Council, say Donlin should not proceed. They cite threats to water, fish, wildlife, culture and health. Federal agencies launched a court-ordered supplemental environmental review of the project's permits after that litigation.

NovaGold Corporation, a new Delaware entity, would exchange the British Columbia company's shares one for one and list on the New York Stock Exchange. The combined business is valued near $4.2 billion, based on NovaGold's July 21 closing price of $5.63. Paulson's Donlin interest is discounted 10 percent against the equity value implied by NovaGold's 10-day volume-weighted average price. Counting Paulson's existing holding, current shareholders would own about 65 percent of the combined company. Paulson would get roughly 35 percent on a fully diluted basis for the Donlin interest, about 40 percent of the economics, with its voting power capped at 19.99 percent. Thomas Kaplan and John Paulson would serve as co-chairs.

The deal adds more than 16 million ounces of measured and indicated resources, 13 million of them proven and probable reserves. It also adds more than 520,000 attributable ounces a year in Donlin's first decade of production. Donlin is projected to produce 1.3 million ounces a year for its first decade and 1.1 million ounces over a 27-year mine life, potentially making it the largest U.S. gold development project. Closing requires shareholder, British Columbia court and regulatory approval. NovaGold targets the fourth quarter of 2026, with an outside date of March 31, 2027. No shareholder meeting date had been set as of Aug. 24.

NovaGold shares rose 7.2 percent on Aug. 24. Their ratio to the VanEck Junior Gold Miners ETF rose 6.4 percent, 2.8 standard deviations above normal, according to Massive. No announcement, permitting action or court order that day explains the move.