NOVAGOLD RESOURCES INC. (NYSE American, TSX: NG) has signed a definitive agreement to acquire the 40% stake it does not already own in Donlin Gold LLC from Paulson Advisers, consolidating full ownership of the world-class Alaska project under a new U.S.-domiciled company valued at approximately $4.2 billion.
Under the deal, NOVAGOLD shareholders will receive one share of the new Delaware-incorporated NovaGold Corporation for each NOVAGOLD share held, while Paulson will contribute its Donlin interest in exchange for roughly 35% of the new company on a fully diluted basis. Including Paulson’s existing NOVAGOLD stake, current shareholders will own about 65% of the combined entity, with Paulson’s total economic interest at approximately 40% and voting rights capped at 19.99%. Paulson’s shares will be subject to a lock-up tied to project financing completion, a reduction in ownership below 10%, or the three-year anniversary of closing. The transaction is expected to close in the fourth quarter of 2026, pending shareholder, court and regulatory approvals.
The consolidation delivers immediate per-share accretion, adding over 16 million ounces of measured and indicated resources—including 13 million ounces in proven and probable reserves—and boosting attributable annual gold production by more than 520,000 ounces in the first decade. It also streamlines decision-making, creates a single point of contact with Alaska Native landowners Calista Corporation and The Kuskokwim Corporation, and is designed to broaden access to private and government agency financing.
The Donlin Gold project itself hosts roughly 40 million ounces of measured and indicated resources grading 2.22 grams per tonne, more than double the industry average. With a 27-year mine life projecting about 1.3 million ounces annually in the first ten years and 1.1 million ounces on average over the life of mine, Donlin is positioned to become the largest single gold mine in the United States. Only a small fraction of the mineralized trend has been systematically explored, leaving substantial upside.
The new company will be co-chaired by Dr. Thomas S. Kaplan and John Paulson, with the board expanding to 11 directors. Paulson has the right to nominate two directors—himself and Paulson Partner Marcelo Kim—as long as its equity ownership remains above 15%. CEO Greg Lang said the immediate focus stays on the bankable feasibility study led by Fluor and expected in the first half of 2027, noting that all major federal permits are already in place except for the tailings dam and associated water retention structures.
The NOVAGOLD Board has unanimously recommended the transaction, with a fairness opinion from Citi, and shareholders representing approximately 28% of outstanding shares have signed voting support agreements. The full consolidation comes less than a year after NOVAGOLD and Paulson jointly acquired Barrick Mining’s 50% interest in Donlin Gold and now clears the path toward building the largest gold mine in the United States.
