NOVAGOLD Resources Inc. shareholders approved a restructuring that would place Alaska’s Donlin Gold project under a new parent with full ownership, moving the proposed consolidation closer to completion.
The arrangement resolution passed at the company’s Nov. 3 special meeting with 302,610,350 votes in favor, 380,548 against and 455,851 abstentions, NOVAGOLD said. The company reported that shares representing 69.15% of those eligible to vote were represented. Shareholders also approved equity incentive and employee share purchase plans for the new company and NOVAGOLD, as well as a nonbinding compensation resolution.
Under the proposed British Columbia statutory arrangement, NovaGold Corporation (New NOVAGOLD), a Delaware corporation, would acquire all issued and outstanding NOVAGOLD common shares. Each share would convert into one voting share of the new parent unless its holder validly exercises dissent rights. Paulson Advisers LLC and its affiliates would contribute their interests in Donlin holding companies, giving the new parent direct and indirect ownership of the entire project.
Before the transaction, NOVAGOLD held 60% of Donlin Gold and Paulson and its affiliates held 40%. Despite those different stakes, the owners shared voting and operating control under their agreement, according to NOVAGOLD. The proposed combination would place the project under one parent.
A securities filing projects that current NOVAGOLD shareholders, including Paulson’s existing equity interest, would collectively own about 65% of New NOVAGOLD after closing. Including its existing NOVAGOLD equity, Paulson and its affiliates are projected to hold about 39.7% of the company’s economic interest, while their voting interest would be capped at 19.99% of voting shares.
When it announced definitive agreements in July, NOVAGOLD said combining the interests could make project decisions more efficient and widen access to private and official-sector financing for Donlin’s development. The company continues to aim for completion during the fourth quarter of 2026. Court, regulatory and stock exchange approvals, along with customary closing requirements, remain outstanding.
