NovaGold Announces Arrangement to Create New NovaGold and Acquire Shares

What Happened
NovaGold Resources Inc. announced on July 22, 2026 that it entered into a series of definitive transaction agreements to implement a proposed arrangement under which a newly formed Delaware company, New NovaGold, will acquire all issued and outstanding NovaGold common shares. Under the Arrangement Agreement, each NovaGold share would be exchanged for one share of voting common stock of New NovaGold. The company also signed a Master Implementation Agreement, a Contribution Agreement with Paulson Advisers LLC, and an Investor Rights Agreement.

Key Details

• Transaction announced via press release dated July 22, 2026; related agreements will be filed later as exhibits.
• Paulson Advisers LLC will cause affiliates to contribute their interests in Donlin Gold Holdings LLC and Donlin Gold Holdings II LLC to New NovaGold in exchange for New NovaGold voting and non-voting stock.
• Paulson’s voting common stock in New NovaGold will be capped at 19.99%.
• The number of shares issued to Paulson will be based on a 10% discount to the equity value of Paulson’s 40% interest in Donlin Gold, implied by NovaGold’s equity value using the 10‑day volume‑weighted average price of NovaGold shares as of July 21, 2026.

Why It Matters
This is a material corporate transaction that would re‑structure NovaGold into a new Delaware parent and consolidate Paulson’s Donlin Gold interests into that new company. Key investor implications include changes in ownership mix (Paulson’s stake and its 19.99% voting cap), potential dilution from the share exchange and contribution, and the need for future filings and approvals before closing. Shareholders should watch for the forthcoming Form 8‑K exhibits and additional disclosures with full transaction terms, regulatory and shareholder approval requirements, and timing.