News & Events zu NovaGold Resources Inc (NG)NGNovaGold Resources Inc

NovaGold Acquires Paulson's 40% Stake, Increasing Ownership to 100%

NovaGold and Paulson Advisers announced that they have entered into a series of definitive agreements, pursuant to which NovaGold's ownership interest in Donlin Gold will be increased from 60% to 100%, as a result of NovaGold's acquisition of Paulson's 40% ownership interest in Donlin Gold in an all-share transaction. Pursuant to the transaction agreements, the new company, NovaGold Corporation, would be a Delaware corporation intended to be listed on the NYSE, of which current NovaGold shareholders would own approximately 65% and Paulson would indirectly receive approximately 35% on a fully diluted basis in exchange for its ownership interest in Donlin Gold. Inclusive of its existing equity ownership in NovaGold, Paulson would own approximately 40% of the economic interest while its voting interest in New NG would be capped at 19.99%. The arrangement agreement, dated as of July 21 by and among NovaGold, New NG and Paulson, and the transactions contemplated thereby are subject to NovaGold shareholder approval, court approval, regulatory approvals and customary closing conditions, and are expected to close in the fourth quarter of 2026. Pursuant to the arrangement agreement, New NG would acquire all issued and outstanding common shares of NovaGold in exchange for 1.0 New NG share of voting common stock for each NovaGold common share in accordance with the arrangement. Substantially concurrently with the consummation of the arrangement and pursuant to a contribution agreement, dated as of July 21 by and between New NG and Paulson, Paulson would cause its relevant affiliates to contribute all of their equity interests in Donlin Gold and Donlin Gold Holdings II, as applicable, to New NG in exchange for shares of voting common stock and non-voting common stock of New NG, as applicable, which the number of New NG common stock will be determined on a 10% discount to the equity value of Paulson's 40% ownership interest in Donlin Gold implied by the equity value of NovaGold based on the 10-day volume-weighted average price of NovaGold common shares as of July 21 as set forth in the contribution agreement. Upon completion of the transactions contemplated by the transaction agreements, current NovaGold shareholders would own approximately 65% of New NG and Paulson would indirectly receive approximately 35% of New NG on a fully diluted basis in exchange for its ownership interest in Donlin Gold. Inclusive of its existing equity ownership in NovaGold, Paulson would own approximately 40% of the economic interest in New NG which is inclusive of a 19.99% voting interest. The New NG shares that would be issued to Paulson pursuant to the contribution agreement will be subject to a lock-up period that expires upon the earliest of: completion of the Donlin Gold project financing, Paulson owning less than 10% of the issued and outstanding equity securities of New NG3, and the three-year anniversary of the effective date. In addition, Paulson has entered into an investor rights agreement with New NG, which contains, among other things, customary standstill provisions and voting restrictions, including the agreement to vote its shares in New NG in accordance with the New NG board of directors' recommendation on director nominations. Paulson's obligations under the lock-up and voting restrictions fall away in certain limited circumstances where Paulson or its designees are not nominated to the New NG board of directors or nominating and governance committee in accordance with the transaction agreements. The New NG board of directors will be co-chaired by Thomas Kaplan and John Paulson and expanded from 10 to 11 directors. Upon the effective date, Paulson will have the right to nominate two directors, as long as its equity ownership remains above 15% of the issued and outstanding common shares of New NG, and one director as long as its equity ownership remains between 10% and 15% of the issued and outstanding common shares of New NG. If Paulson's equity ownership falls below 10%, it will no longer have an automatic contractual right to nominate any director. Paulson intends to nominate Paulson Partner Marcelo Kim as the second board designee to the New NG Board. The arrangement would be effected by way of a court-approved plan of arrangement under the Business Corporations Act, requiring the approval of the courts and the approval of at least 66 2/3% of the votes cast by the shareholders of NovaGold voting in person or represented by proxy at a special NovaGold shareholders' meeting to consider the arrangement. The directors and certain senior officers of NovaGold as well as Electrum Strategic Resources and Paulson-which collectively represent approximately 28% of NovaGold's issued and outstanding common shares have entered into voting support agreements, pursuant to which they have agreed, among other things, to vote their NovaGold shares in favor of the transactions. In addition to NovaGold shareholder approval, the transactions will be subject to all requisite stock exchange approvals and NYSE listing of the New NG shares, regulatory approvals, court approvals and customary closing conditions, and are expected to close in the fourth quarter of 2026.

Paychex, Novagold, Daktronics Earnings Preview Before Tomorrow's Open

Notable companies reporting before tomorrow's open, with earnings consensus, include Paychex (PAYX), consensus $1.31... Novagold Resources (NG), consensus (7c)... Daktronics (DAKT), consensus 15c.

NovaGold Shares Drop 10.5% to $8.72

NovaGold is down -10.5%, or -$1.02 to $8.72.