NOVAGOLD Announces Arrangement; Paulson to Contribute Donlin Interests

What Happened
On July 21, 2026 NOVAGOLD RESOURCES INC (NovaGold) entered an Arrangement Agreement with NovaGold Corporation (“New NovaGold”) and Paulson Advisers LLC (“Paulson”). Under the Arrangement, New NovaGold will acquire all outstanding NovaGold shares by a court-approved plan of arrangement (British Columbia). At the Effective Time each NovaGold share (other than shares held by New NovaGold or validly dissenting shares) will be exchanged for one share of New NovaGold voting common stock. Concurrently, Paulson will contribute its interests in Donlin Gold Holdings LLC and Donlin Gold Holdings II LLC (together holding Paulson’s indirect 40% membership interest in Donlin Gold) to New NovaGold in exchange for New NovaGold stock (Paulson’s voting common stock will be capped at 19.99%). The NovaGold board unanimously recommends the Arrangement; Citi provided a fairness opinion to the board.

Key Details

• Transaction date and parties: Arrangement Agreement and related Master Implementation Agreement and Contribution Agreement executed July 21, 2026.
• Exchange mechanics: 1 NovaGold share → 1 New NovaGold voting common share; NovaGold options, PSUs and DSUs will be assumed/converted by New NovaGold on the same terms. Warrants will be contractually adjusted.
• Paulson/Donlin: Paulson contributes Paulson Interests (constituting its indirect 40% Donlin membership) to New NovaGold; Paulson’s New NovaGold voting shares capped at 19.99%; contribution consideration set using a 10% discount to the equity value implied by NovaGold’s 10‑day VWAP as of July 21, 2026.
• Approvals, timing and limits: Closing subject to NovaGold shareholder approval, interim and final BC Supreme Court orders, TSX/NYSE/NYSE American approvals, listing of Consideration Shares, concurrent effectiveness of related agreements, and other customary conditions; Outside Date is March 31, 2027. Holders of no more than 10% of NovaGold shares may validly exercise dissent rights.

Why It Matters
This is a change‑of‑control transaction that would convert public NovaGold shareholders into holders of New NovaGold stock and bring Paulson’s Donlin Gold interests into the combined company. Existing equity awards and warrants are structured to carry over, and New NovaGold’s initial board will include Paulson designees (John Paulson and Marcelo Kim initially) with John Paulson and Thomas Kaplan named co-chairs. The deal requires multiple shareholder, court and exchange approvals and contains governance, standstill, registration and transfer restrictions that affect Paulson’s future voting and sale rights (including vote-with-board undertakings and lockups until certain events). Investors should note the transaction is subject to many conditions and termination rights, so it is not final until regulatory, court and shareholder approvals and other closing conditions are satisfied.