NovaGold enters definitive agreement to reorganize under Paulson-backed Delaware entity

Filed July 22, 2026 · Period ending July 21, 2026 · ~2 min read

Key Changes

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  NovaGold shareholders will exchange shares 1-for-1 for stock in new Delaware corporation (New NovaGold) in tax-free reorganization; Paulson contributes its 40% Donlin Gold stake for equity at 10% discount to implied value, capping voting shares at 19.99%.

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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  Paulson gains two board seats (John Paulson and Marcelo Kim) and co-chair role for John Paulson; while owning >20%, Paulson holds veto rights over acquisitions/dispositions >10% of market cap, debt/equity issuances >$100M, and charter amendments affecting its rights.

  Item 8.01 — Other Events verify on EDGAR →
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  Transaction requires shareholder approval, British Columbia court orders, and NYSE listing approval; outside date March 31, 2027. Directors, officers, and major shareholders Paulson and Electrum have agreed to vote in favor.

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →