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NovaGold to Consolidate 100% Ownership of Donlin Gold December 1

The arrangement consolidates 100% of Alaska’s Donlin Gold under a new Delaware parent after Paulson’s 40% stake is taken in an all-share deal.

NOVAGOLD RESOURCES INC. (NG) said the arrangement to take 100% ownership of Donlin Gold LLC is expected to become effective at 12:01 a.m. Vancouver time on December 1, 2026, after shareholders approved the plan and the Supreme Court of British Columbia issued an order on November 9.

The transactions, first announced on July 22, 2026, will increase NOVAGOLD’s stake in the Tier One gold development project in Alaska from 60% to 100% by acquiring the 40% interest held by Paulson Advisers LLC and certain affiliates through Donlin Gold Holdings LLC. Shareholders represented 303,446,751 shares, or 69.15% of issued common stock, at the November 3 special meeting and approved the arrangement.

Upon completion, NovaGold Corporation, a newly incorporated Delaware corporation, will acquire all issued and outstanding NOVAGOLD common shares by statutory plan of arrangement under the Business Corporations Act (British Columbia), become the ultimate parent of NOVAGOLD and its subsidiaries, and own Donlin Gold directly and indirectly. The company said the deal is intended to streamline project development and financing under a single U.S.-domiciled parent.

The all-share structure was described in July as creating a leading U.S.-domiciled gold developer with approximately US$4.2 billion equity value. Current NOVAGOLD shareholders, inclusive of Paulson’s equity interest, were expected to own about 65% of the new company, with Paulson receiving about 35% on a fully diluted basis for its Donlin Gold interest; including its existing NOVAGOLD stake, Paulson was expected to hold about 40% of the economic interest while its voting interest was capped at 19.99%. Dr. Thomas S. Kaplan and John Paulson were named to co-chair the new company.

Donlin Gold is described as one of the largest, highest-grade, and most prospective known open-pit gold deposits in the world, with approximately 40 million ounces of gold in Measured and Indicated Mineral Resource categories (about 560 million tonnes at 2.22 grams per tonne, on a 100% basis) inclusive of Proven and Probable Mineral Reserves. According to the 2025 Technical Report and Technical Report Summary, the project is expected to produce an average of more than one million ounces per year over a 27-year mine life on a 100% basis once in production. The company said the transactions add about 16 million ounces of Measured and Indicated resources, including 13 million ounces in Proven and Probable reserves, and increase projected attributable production by more than 520,000 ounces annually during the first 10 full years.

NovaGold Corporation voting common stock is expected to begin trading on the New York Stock Exchange under the existing ticker “NG” at the start of trading on December 2, 2026. Existing NOVAGOLD shares are expected to cease trading on NYSE American after market close on December 1, with TSX delisting to follow promptly after completion of the arrangement. NovaGold Corporation common stock will not be listed on NYSE American or the TSX. The Arrangement and related transactions remain subject to customary closing conditions.

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