Novagold to Buy Out Paulson's Donlin Gold Stake in All-Share Deal
Novagold Resources (NG) agreed to acquire Paulson's 40% interest in Donlin Gold in an all-share transaction valuing the combined entity at roughly $4.2 billion.
Novagold Resources (NG), which holds a stake in the Donlin Gold project in Alaska, agreed to acquire Paulson & Co.'s 40% interest in the project in an all-share transaction, moving Novagold's ownership of Donlin Gold from 60% to 100%.
The deal creates a new U.S.-domiciled parent company, New NG, valued at approximately $4.2 billion in equity based on Novagold's $5.63 closing share price on July 21, 2026. Novagold will redomicile from British Columbia to Delaware, with New NG listed on the NYSE; this shift is pending court approval under the BC Business Corporations Act and is expected to close in the fourth quarter of 2026.
Full consolidation of Donlin Gold adds more than 16 million ounces of measured and indicated resources to Novagold's attributable base, including 13 million ounces in proven and probable reserves that were previously only 60% attributable to the company. Projected attributable annual gold production rises by more than 520,000 ounces over the project's first 10 years, as Novagold's share of Donlin Gold's projected 1.3-million-ounce annual output in that period moves from 60% to 100%.
Under the terms of the transaction, current Novagold shareholders will hold approximately 65% of New NG, while Paulson will receive approximately 35%. Paulson's total economic interest, inclusive of its existing Novagold stake, will be approximately 40%, though its voting interest is capped at 19.99%.
New NG's board of directors will expand from 10 to 11 members, with Dr. Thomas S. Kaplan and John Paulson serving as co-chairs. Approximately 28% of Novagold's issued and outstanding common shares, held by directors, senior officers, Electrum Strategic Resources L.P. and Paulson, are locked into voting support agreements backing the deal, which requires approval from 66 2/3% of shareholders.
The transaction is structured to be tax-free for U.S. federal income tax purposes. It will be treated as a taxable disposition for shareholders under Canadian income tax rules.
The deal consolidates ownership of a single, long-dated asset under one balance sheet rather than a joint venture structure, a change that will be tested when shareholders vote on the transaction ahead of the targeted fourth-quarter 2026 close.