Donlin Gold Consolidated
NovaGold Acquires Remaining Donlin Gold Stake, Consolidating Control for Development and NYSE Listing
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Key Points
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The new NovaGold board will be co-chaired by Thomas Kaplan and John Paulson, with Paulson entitled to two board nominees as long as its ownership remains above 15%, and the board expands to 11 seats.
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Economics vs. voting power are split: Paulson will hold roughly 40% of the economic interest in the new NovaGold but its voting rights will be capped at 19.99%.
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Donlin's resource scale at closing includes more than 16 million ounces of measured and indicated resources, about 13 million of which are in proven and probable reserves, plus over 520,000 ounces of attributable annual production in the first decade.
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New shares issued to Paulson are locked up until the earliest of Donlin project financing completion, Paulson falling below 10% ownership, or the third anniversary of closing.
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The deal aims to create a single counterparty for landowners Calista Corporation and The Kuskokwim Corporation, streamlining negotiations ahead of a bankable feasibility study.
NovaGold Resources is buying out billionaire John Paulson's 40% stake in Alaska's Donlin Gold project through an all-stock deal, consolidating full ownership of one of the world's largest undeveloped gold deposits. The transaction will create a new Delaware-based company — NovaGold Corporation — with an expected equity value of about $4.2 billion and a planned listing on the New York Stock Exchange, according to Mining News North.
Existing NovaGold shareholders will own roughly 65% of the new company. Paulson will hold about 35% of the economic interest but will have voting rights capped at 19.99%, per MarketScreener.
One Owner for a 40-Million-Ounce Gold Project
Donlin Gold sits in western Alaska and holds more than 16 million ounces of measured and indicated resources. About 13 million of those ounces are in proven and probable reserves. The project could produce over 520,000 ounces of gold per year in its first decade of operation, according to Mining News North.
Until now, NovaGold and Paulson each owned half the project through a 50-50 joint venture. This deal ends that split. A single owner makes it easier to negotiate with Calista Corporation and The Kuskokwim Corporation — the Alaska Native landowners whose land Donlin sits on. That smoother path is key before the project can move toward a bankable feasibility study.
Stock Swap Terms Split Economics from Voting Power
The deal is structured as a stock swap. NovaGold will issue new shares to Paulson in exchange for his 40% Donlin stake. Those new shares are locked up until one of three events: Donlin secures project financing, Paulson's ownership drops below 10%, or three years pass from the closing date, per MarketScreener.
Paulson gets roughly 40% of the economic value in the new company but can only vote 19.99% of shares. The board expands to 11 seats and will be co-chaired by Thomas Kaplan and John Paulson. Paulson can nominate two board members as long as he holds more than 15% of the company, according to Mining News North.
NYSE Listing Aims to Broaden Investor Base
The new NovaGold Corporation will be incorporated in Delaware and listed on the NYSE. Today, NovaGold trades on the Toronto Stock Exchange. A U.S. listing opens the company to a larger pool of American investors and institutional money. Mining.com.au reported the combined company carries a valuation of around $6 billion on a fully diluted basis.
The restructuring is designed to simplify the company's structure and expand financing options as Donlin moves toward development. Market watchers see the NYSE listing and cleaner ownership as a catalyst for the stock, though challenges remain. These include permitting hurdles, ongoing cash burn, and the need to secure billions in external financing before a single ounce of gold is mined.
Risks Remain as Donlin Awaits Feasibility Study
Donlin is not yet in production and has no set construction start date. The project still needs a bankable feasibility study — a detailed, financeable plan — before lenders will commit capital. Permitting in Alaska is a long process, and the project's remote location adds cost and logistical complexity.
Investors are weighing the deal's benefits against these realities. The blended governance structure — where Paulson holds economic weight but limited voting power — could create tension down the road. Still, consolidating ownership under one roof gives NovaGold clearer authority and a stronger negotiating position as it pushes toward the next big milestone, per MarketScreener.
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