NOVAGOLD RESOURCES INC 8K

NovaGold, New NovaGold, Paulson and Donlin Gold Holdings entered into a Master Implementation Agreement on July 21, 2026 to coordinate and govern the completion of a share‑for‑share plan of arrangement and Paulson’s contribution of its Donlin interests to New NovaGold, including governance, cooperation, disclosure, and tax‑treatment covenants.

On July 21, 2026, NovaGold Corporation, NOVAGOLD Resources Inc., NOVAGOLD Resources Alaska, Inc., Paulson Advisers LLC, and Donlin Gold Holdings LLC entered into a Master Implementation Agreement that contractually binds the parties to use reasonable best efforts to consummate a broader transaction under related ‘Transaction Agreements,’ including an Arrangement Agreement under which newly formed NovaGold Corporation will acquire all outstanding shares of NOVAGOLD Resources Inc. via a plan of arrangement, and a Contribution Agreement under which Paulson will contribute its 40% Donlin interests to New NovaGold in exchange for voting and non‑voting shares priced at a 10% discount to the equity value implied by NovaGold’s 10‑day VWAP as of July 21, 2026. The agreement allocates extensive cooperation, information, governance and tax covenants among the parties to support completion of the arrangement and contribution as a transaction intended to qualify as a tax‑deferred exchange under Section 351 of the U.S. Internal Revenue Code, establishes the implementation of new organizational documents and board/committee structures for New NovaGold at closing, formalizes Paulson’s rights to review and approve certain Paulson‑related disclosure in NovaGold’s circular and SEC filings, and confirms that the parties’ representations and warranties do not survive completion of the arrangement. It also sets closing conditions by reference to the related Contribution and Arrangement Agreements, provides for mutual notice, access and public‑communications protocols (including a joint initial press release), and embeds non‑solicitation and governance provisions, thereby operationalizing the mechanics and risk allocation needed to close the New NovaGold / Paulson Donlin consolidation and reorganization transactions.

Filing Facts

CIK

1173420

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-085824

Alert Tier

8