NOVAGOLD RESOURCES INC 8K

NOVAGOLD will redomicile into a new U.S. parent and acquire Paulson’s 40% interest in Donlin Gold in an all‑share transaction to consolidate 100% ownership of Donlin Gold, subject to shareholder, court, regulatory and stock exchange approvals, with closing targeted for Q4 2026.

On July 21, 2026, NOVAGOLD RESOURCES INC. entered into definitive transaction agreements with Paulson Advisers LLC under which a new Delaware parent, NovaGold Corporation (“New NG”), will acquire all NOVAGOLD common shares on a 1:1 share exchange and, substantially concurrently, acquire Paulson’s 40% indirect interest in Donlin Gold LLC via an all‑share contribution, resulting in NOVAGOLD shareholders owning approximately 65% and Paulson approximately 35% of New NG on a fully diluted basis, thereby increasing NOVAGOLD’s ownership of Donlin Gold from 60% to 100% and creating a U.S.-domiciled gold developer with an implied equity value of about $4.2 billion; Paulson’s economic interest will be about 40% with its voting interest capped at 19.99%, its New NG shares subject to lock‑up, and governance arrangements including co‑chair roles for Dr. Thomas S. Kaplan and John Paulson, board nomination rights tied to ownership thresholds, and standstill and voting restrictions, with the arrangement structured as a court‑approved plan of arrangement under the British Columbia Business Corporations Act, requiring at least 66 2/3% NOVAGOLD shareholder approval and other regulatory, court and stock exchange approvals, and expected to close in the fourth quarter of 2026.

Filing Facts

CIK

1173420

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-085598

Alert Tier

8