NovaGold Resources Inc. filed a management information circular and definitive proxy statement on October 5, 2026, seeking shareholder approval for a transaction that will make the company a wholly owned subsidiary of New NovaGold. The filing sets the stage for a special meeting on November 3, 2026, where investors will vote on the arrangement that shifts the primary listing from NYSE American to the NYSE.
The restructuring plan was initially disclosed in a Form 8-K filed on July 22, 2026. Under the Arrangement Agreement, each outstanding share of NovaGold will be exchanged for one share of voting common stock of New NovaGold. This transaction involves a series of agreements executed with Paulson Advisers LLC, which currently holds a 40% stake in Donlin Gold LLC through Donlin Gold Holdings LLC.
Paulson will contribute its interests in Donlin Gold Holdings LLC and Donlin Gold Holdings II LLC to New NovaGold. In exchange, Paulson will receive shares of New NovaGold, with its voting common stock capped at 19.99%. The valuation for these shares is based on a 10% discount to the equity value implied by NovaGold's ten-day volume-weighted average price as of July 21, 2026.
Upon completion, New NovaGold will own 100% of Donlin Gold and serve as the new listed parent company. The existing NovaGold entity will become a subsidiary that continues the business operations currently conducted by the company and its subsidiaries. The Donlin Gold project, located in the Kuskokwim region of southwestern Alaska, remains the central asset driving this corporate reorganization.
The project's land rights are held by Alaska Native corporations Calista Corporation and The Kuskokwim Corporation. Donlin Gold operates under several key agreements, including the Restated Calista Lease effective May 1, 1995, and the TKC Surface Use Agreement dated June 5, 1995. These contracts, along with a Bidder’s Preference Agreement from 2014, are described as material contracts of New NovaGold upon completion of the transactions.
Completion of the arrangement is subject to several conditions, including approval by shareholders, court approval under the Business Corporations Act (British Columbia), and regulatory and stock exchange approvals.