NOVAGOLD Resources Inc.: transaction to acquire Paulson's 40% of Donlin Gold

What happened The filing says that on Jul 22, 2026 NOVAGOLD announced it entered into a series of definitive transaction agreements under which New NOVAGOLD, a newly incorporated Delaware company, would become the ultimate parent of NOVAGOLD and its subsidiaries and would acquire the 40% interest in Donlin Gold LLC held by Paulson Advisers LLC and certain affiliates in an all-share transaction. The filing says the Transactions would increase NOVAGOLD’s ownership in Donlin Gold from 60% to 100%. The filing also says that on Oct 5, 2026 NOVAGOLD issued a press release announcing it filed and commenced mailing its management information circular and definitive proxy statement on Schedule 14A with the SEC and applicable Canadian regulators for a special meeting to be held on Nov 3, 2026.

Key details

• The Transactions are structured as an all-share transaction announced on Jul 22, 2026.
• Upon consummation current NOVAGOLD shareholders (including Paulson’s equity) would own approximately 65% of New NOVAGOLD.
• Paulson would own approximately 39.7% of the economic interest in New NOVAGOLD, with its voting interest capped at 19.99%.
• The company filed and commenced mailing a management information circular and definitive proxy statement on Schedule 14A and set a special meeting for Nov 3, 2026.

Why it may matter This item was reported under Item 8.01 (other events) and covers the announced transaction agreements, the related ownership and voting percentages, and the filing and mailing of proxy materials for the Nov 3, 2026 special meeting. This filing does not show why the insider traded or why the company acted.