- NovaGold (TSX:NG) plans to acquire Paulson’s remaining 40 per cent stake in Donlin Gold, giving it full ownership of the major Alaska gold project
- The transaction includes relocating the company’s corporate domicile from Canada to Delaware, with New NG expected to list on the NYSE and close in Q4 2026
- Halper Sadeh LLC has launched an investigation into the proposed deal, examining whether NovaGold’s board fulfilled its obligations to shareholders and provided adequate disclosures
- NovaGold Resources stock (TSX:NG) last traded at C$8.36
Vancouver-based NovaGold Resources (TSX:NG) announced plans to become a U.S.-domiciled company as part of a transaction that will give it full ownership of the Donlin Gold project in Alaska, a move the company says positions it to become one of the world’s largest gold producers once the project is developed.
On July 21, 2026, NovaGold Resources and Paulson Advisers LLC announced a series of definitive agreements under which NovaGold will increase its ownership stake in Donlin Gold LLC from 60 per cent to 100 per cent. The transaction will be completed through an all-share deal in which NovaGold acquires Paulson’s 40 per cent interest in the project.
As part of the arrangement, a newly formed Delaware corporation, NovaGold Corp., will become the parent company and is intended to be listed on the New York Stock Exchange. Existing NovaGold shareholders, including Paulson’s current equity position in the company, would own approximately 65 per cent of the new entity on a fully diluted basis, while Paulson would hold roughly 35 per cent through the exchange of its Donlin Gold interest. Including its existing NovaGold holdings, Paulson would own about 40 per cent of the economic interest in New NG, although its voting interest would be capped at 19.99 per cent.
This article is a journalistic opinion piece that has been written based on independent research. It is intended to inform investors and should not be taken as a recommendation or financial advice.
The transaction remains subject to shareholder, court, stock exchange and regulatory approvals, as well as other customary closing conditions. The companies expect the deal to close during the fourth quarter of 2026.
Full ownership of Donlin Gold
The deal would consolidate ownership of Donlin Gold, one of the largest undeveloped gold projects in the United States. Located in Alaska, the project has an estimated 40 million ounces of measured and indicated mineral resources, including approximately 13 million ounces contained in proven and probable reserves.
According to NovaGold, Donlin Gold is expected to produce an average of approximately 1.3 million ounces of gold annually during its first 10 years of operation and around 1.1 million ounces per year over a projected 27-year mine life.
Company president and chief executive officer Greg Lang described the transaction as transformative, arguing that unified ownership would streamline decision-making, improve operating efficiency and simplify engagement with key stakeholders, including landowners Calista Corp. and The Kuskokwim Corp.
“Our combination epitomizes the ultimate “smart” consolidation transaction in the gold industry that aligns the interest of everyone involved, and I feel immense pride at seeing it happening,” he said in a news release.
The company said the combined entity would have an implied equity value of approximately US$4.2 billion and would become a leading U.S.-focused gold developer.
Corporate restructuring and governance
Under the arrangement agreement, existing NovaGold shareholders will receive one share of New NG common stock for each NovaGold share they hold.
Paulson’s newly issued shares will be subject to lock-up provisions that generally remain in place until project financing is completed, Paulson’s ownership falls below specified thresholds, or three years have elapsed following the transaction’s effective date.
The New NG board will expand from 10 to 11 directors and will be co-chaired by NovaGold founder Dr. Thomas S. Kaplan and investor John Paulson. Paulson will have the right to nominate up to two directors while maintaining specified ownership levels in the company.
NovaGold’s board unanimously recommended that shareholders approve the arrangement, stating that the transaction is in the company’s best interests. The board cited a fairness opinion from Citi concluding that the consideration to be received by shareholders, other than Paulson, is fair from a financial perspective.
Directors, certain senior officers, Electrum Strategic Resources L.P. and Paulson have entered voting support agreements in favour of the transaction. Together, those parties control approximately 28 per cent of NovaGold’s outstanding common shares.
Business rationale
NovaGold said sole ownership of Donlin Gold will increase its exposure to the project’s gold reserves, resources and future production potential. The company also stated that a U.S. corporate structure could improve access to a broader range of financing sources, including private capital, government agencies and sovereign wealth funds.
The company further argued that the structure could support future strategic opportunities and provide a more direct framework for advancing Donlin Gold through the next stages of development, including completion of a bankable feasibility study and project financing.
The arrangement is expected to qualify as a tax-free exchange for U.S. federal income tax purposes. However, NovaGold has indicated that the transaction is expected to be a taxable disposition for Canadian income tax purposes.
Investor rights law firm launches investigation
Separately, investor rights law firm Halper Sadeh LLC announced that it is investigating the proposed transaction involving NovaGold and Donlin Gold.
According to the firm, the investigation is focused on whether NovaGold and its board of directors may have violated federal securities laws and may have breached fiduciary duties in connection with the transaction. The firm said it is examining whether the company obtained the best possible price for shareholders, conducted a fair process free of conflicts of interest and disclosed all material information necessary for investors to evaluate the deal.
Halper Sadeh’s team stated that it may seek additional disclosures, increased consideration or other relief if warranted. The firm represents investors in securities fraud and corporate governance matters.
The investigation does not constitute a finding of wrongdoing, and no court has made any determination regarding the allegations. NovaGold has not indicated that the investigation will affect the proposed timeline for the transaction.
If approved, the deal would mark the latest example of a Canadian-listed company shifting its corporate domicile to the United States, while consolidating ownership of a major North American resource asset and positioning Donlin Gold for its next phase of development.
About NovaGold Resources
NovaGold Resources Inc. operates in the gold mining industry, focusing on the exploration and development of gold mineral properties in the United States. The company’s principal asset owns 60 per cent interest in the Donlin Gold project consisting of 493 mining claims covering an area of approximately 29,008 hectares.
NovaGold Resources stock (TSX:NG) last traded at C$8.36 and has lost 36 per cent since the year began, but is up 13 per cent since this time last year.
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