Another Canadian company to redomicile to the U.S.

NovaGold Resources (NYSE American: NG) is taking a significant step toward becoming a U.S.-based company while securing complete ownership of the massive Donlin Gold project in Alaska, a move the company believes will strengthen its position as a future major gold producer.

On July 21, 2026, NovaGold and Paulson Advisers LLC announced a definitive agreement that will see NovaGold acquire the remaining 40 per cent interest in Donlin Gold LLC currently held by Paulson. The transaction, structured as an all-share deal, would raise NovaGold’s ownership stake in the project from 60 per cent to 100 per cent.

As part of the arrangement, a newly established Delaware corporation, NovaGold Corp., will become the parent company of the business and is expected to list its shares on the New York Stock Exchange.

Following completion of the deal, existing NovaGold shareholders, together with Paulson’s current holdings in the company, are expected to own approximately 65 per cent of the new entity on a fully diluted basis. Paulson would hold about 35 per cent through the exchange of its Donlin Gold stake. Including its existing NovaGold shares, Paulson’s economic interest would be roughly 40 per cent, although its voting rights would be limited to 19.99 per cent.

The transaction remains subject to shareholder, regulatory, court and stock exchange approvals, along with other customary closing conditions. The companies anticipate closing the deal in the fourth quarter of 2026.

Consolidating a Major U.S. Gold Asset

The acquisition would give NovaGold sole ownership of Donlin Gold, one of the largest undeveloped gold deposits in the United States. Located in Alaska, the project hosts an estimated 40 million ounces of measured and indicated gold resources, including approximately 13 million ounces classified as proven and probable reserves.

NovaGold estimates the mine could produce an average of 1.3 million ounces of gold annually during its first decade of operation and approximately 1.1 million ounces per year over an expected 27-year mine life.

President and CEO Greg Lang described the transaction as a transformational milestone for the company, stating that unified ownership would simplify decision-making, enhance operating efficiencies and improve collaboration with key stakeholders, including regional Native corporations Calista Corp. and The Kuskokwim Corp.

The company said the combined organization would carry an implied equity value of approximately US$4.2 billion, positioning it as a leading U.S.-focused gold development company.

New Corporate Structure and Governance Changes

Under the proposed arrangement, NovaGold shareholders will receive one share of New NG common stock for each NovaGold share they currently own.

Paulson’s newly issued shares will be subject to lock-up restrictions that generally remain in effect until project financing is completed, ownership thresholds decline below specified levels, or three years have passed after the deal closes.

Governance changes will also accompany the transaction. The New NG board is expected to expand from 10 to 11 directors and will be co-chaired by NovaGold founder Dr. Thomas S. Kaplan and renowned investor John Paulson. Paulson will retain the right to nominate up to two directors while maintaining certain ownership levels.

NovaGold’s board unanimously supports the transaction, citing a fairness opinion from Citi that concluded the consideration received by shareholders, excluding Paulson, is fair from a financial standpoint.

In addition, directors, select senior executives, Electrum Strategic Resources L.P., and Paulson have entered voting support agreements backing the deal. Collectively, those parties control approximately 28 per cent of NovaGold’s outstanding shares.

Strategic Benefits

NovaGold believes full ownership of Donlin Gold will provide greater exposure to the project’s reserves, resources and long-term production potential. Management also argues that relocating to a U.S. corporate structure could broaden access to financing sources, including private investors, government-backed funding programs and sovereign wealth funds.

The company further stated that the reorganization may create greater flexibility for future strategic initiatives while supporting the advancement of Donlin Gold through upcoming milestones, including a bankable feasibility study and project financing activities.

While the transaction is expected to qualify as a tax-free exchange for U.S. federal income tax purposes, NovaGold noted that Canadian shareholders are expected to face a taxable disposition under Canadian tax rules.

Investor Rights Firm Launches Review

Separately, investor rights law firm Halper Sadeh LLC announced that it has begun investigating the proposed transaction.

The firm said it is examining whether NovaGold’s board fulfilled its fiduciary responsibilities and whether shareholders are receiving appropriate value under the terms of the deal. The review is also focused on the fairness of the process and the adequacy of disclosures provided to investors.

Halper Sadeh noted that it may seek additional disclosures, improved consideration or other remedies if it determines such actions are warranted. However, the investigation does not represent a finding of wrongdoing, and no court has ruled on any allegations related to the transaction.

NovaGold has not indicated that the review is expected to affect the planned closing timeline.

If completed, the deal would represent another example of a Canadian-listed resource company shifting its corporate domicile to the United States while consolidating ownership of a major North American mining asset and advancing it toward development.

About NovaGold

NovaGold Resources is a gold-focused development company with operations in the United States. Its flagship asset is the Donlin Gold project in Alaska, where the company currently holds a 60 per cent interest. The project encompasses 493 mining claims covering approximately 29,000 hectares and is considered one of the world’s largest undeveloped gold resources.