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NOVAGOLD Resources Inc. received an updated Schedule 13D disclosure from Electrum-affiliated entities and Thomas S. Kaplan. Together they beneficially own 104,891,035 Common Shares, representing 23.9% of the Issuer’s Common Shares, based on 438,780,614 shares outstanding as reported on June 24, 2026.
The filing reports that NovaGold Corporation, the Issuer and Paulson Advisers LLC entered into an Arrangement Agreement under the Business Corporations Act (British Columbia) for NovaGold Corporation to acquire all issued and outstanding Common Shares by way of a court-supervised arrangement. In connection with this, Kaplan and Electrum Strategic each signed Voting Agreements on July 21, 2026, committing to vote their Common Shares in favor of approving the Arrangement and related transactions and against proposals reasonably expected to impede or delay completion, subject to termination events including failure to satisfy conditions by March 31, 2027.
The ownership structure shows Electrum Strategic holding 92,902,813 Common Shares plus warrants for 6,375,000 Common Shares, while GRAT Holdings holds 5,286,977 Common Shares with sole voting and dispositive power. Kaplan has sole voting and dispositive power over 326,245 Common Shares (including options and deferred share units) and acquired 1,302.115 deferred share units on June 1, 2026 as director compensation.
NovaGold Resources Inc. entered into a series of agreements to reorganize under a new Delaware holding company, NovaGold Corporation (New NovaGold). Under a court supervised plan of arrangement, each existing NovaGold common share will be exchanged for one New NovaGold voting common share with a par value of $0.001.
Concurrently, Paulson Advisers will contribute affiliates holding a 40% interest in Donlin Gold LLC to New NovaGold in exchange for voting and non voting New NovaGold stock, with Paulson’s voting stake capped at 19.99 percent. A Master Implementation Agreement, Investor Rights Agreement and voting agreements with directors, officers and major shareholders coordinate these transactions.
Completion depends on NovaGold shareholder approval, British Columbia court orders, securities exchange and other regulatory approvals, limited dissent of no more than 10 percent of shares, absence of specified material adverse effects and closing of the contribution. The Investor Rights Agreement grants Paulson board representation, pre emptive, registration, standstill, voting and transfer rights linked to ownership thresholds.
NOVAGOLD RESOURCES INC. plans a reorganization in which NovaGold Corporation, a new Delaware company, will acquire all existing NOVAGOLD shares on a one-for-one basis and become the listed parent. Substantially concurrently, Paulson Advisers’ affiliates will contribute their 40% interest in Donlin Gold LLC, increasing NOVAGOLD’s ownership of Donlin Gold from 60% to 100% in an all‑share transaction.
After completion, current NOVAGOLD shareholders (including Paulson’s existing stake) are expected to own approximately 65% of New NG, with Paulson indirectly receiving about 35% on a fully diluted basis and an overall economic interest of roughly 40%, while its voting interest is capped at 19.99%. Paulson’s new shares will be subject to a lock‑up that ends upon Donlin project financing, its ownership falling below 10%, or three years after closing. The board will expand to 11 directors, co‑chaired by Dr. Thomas S. Kaplan and John Paulson, with Paulson retaining board nomination rights tied to ownership thresholds.
The Arrangement requires court approval under the Business Corporations Act (British Columbia), stock exchange and regulatory approvals, and at least 66 2/3% shareholder support; holders of about 28% of NOVAGOLD shares have signed voting support agreements. Closing is expected in the fourth quarter of 2026. The transaction is intended to be tax‑free for U.S. federal income tax purposes but is expected to be a taxable disposition for Canadian income tax purposes. Donlin Gold currently contains approximately 40 million ounces of Measured and Indicated Mineral Resources and is expected to produce about 1.1 million ounces of gold annually over a 27‑year mine life once in production.
NOVAGOLD RESOURCES INC Vice President & COO Richard Alan Williams increased his direct ownership through an employee purchase plan. He acquired 994 Common Shares during the second calendar quarter of 2026 under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan at a weighted average price of $8.69 per share. These shares were bought in multiple transactions at prices ranging from $7.72 to $10.85 over the three-month period. Following this acquisition, he directly owns 452,530 Common Shares, making this a relatively small, routine increase in his overall position.
NOVAGOLD RESOURCES INC Vice President & CFO Peter Adamek reported acquiring 889 Common Shares, primarily as compensation, through the company’s Employee Stock Purchase Plan. The weighted average purchase price was $8.69 per share, with purchases made over the second calendar quarter of 2026 at prices between $7.72 and $10.85. Following these acquisitions, he directly holds a total of 12,171 Common Shares.
NOVAGOLD RESOURCES INC President and CEO Gregory A. Lang increased his equity stake through the company’s employee stock purchase program. He acquired 1,909 Common Shares during the second calendar quarter of 2026 at a weighted average price of $8.69 per share, with individual purchase prices ranging from $7.72 to $10.85.
After these acquisitions, he holds 113,245 Common Shares directly. He also has indirect ownership of 445,000 Common Shares through an Irrevocable Trust and 1,494,143 Common Shares through a Family Trust, giving him substantial overall exposure to NOVAGOLD’s stock.
NOVAGOLD RESOURCES INC. reported a Q2 2026 net loss of $25.5 million (or $0.06 per share), narrower than the prior-year loss of $54.3 million. The improvement mainly reflects the absence of a large prior-year non-cash warrant expense and higher interest income, partly offset by higher project and corporate costs.
The company’s primary asset remains its 60% interest in the Donlin Gold project in Alaska, which is advancing a Bankable Feasibility Study with Fluor and other engineering partners. NOVAGOLD funded $16.3 million in Donlin Gold spending in Q2 and $31.9 million in the first half of 2026.
Liquidity is strong: as of May 31, 2026, NOVAGOLD held about $370.2 million in cash and term deposits, supported by a February 2026 private placement of 31,020,000 shares at $10.00 per share, raising gross proceeds of $310.2 million. Management believes this is sufficient to complete the Donlin Gold feasibility study, prepay the Barrick promissory note, and cover at least twelve months of corporate costs.
NOVAGOLD Resources Inc. reported its second fiscal quarter 2026 results, highlighting substantial liquidity and continued investment in the Donlin Gold project. As of May 31, 2026, the company held about $370.2 million in cash and term deposits and recorded net operational cash expenditures of $22.7 million, mainly to fund Donlin Gold and corporate costs.
Being a development-stage company with no production, NOVAGOLD reported a quarterly loss of ($25.5) million, or ($0.06) per share. Management reaffirmed full-year 2026 operating expenditure guidance of roughly $98.5 million, including $78.8 million for Donlin Gold and $19.7 million for general and administrative expenses, and believes current cash is sufficient to complete the Donlin Gold Bankable Feasibility Study and prepay a Barrick promissory note later in 2026.
KAPLAN THOMAS SCOTT reported acquisition or exercise transactions in this Form 4 filing.
NOVAGOLD RESOURCES INC director Thomas Scott Kaplan received a grant of 1,302.115 Deferred Share Units (DSUs). Each DSU is economically equivalent to one common share and vested immediately upon issuance. After this award, his direct DSU holdings total 119,268.058 units. The underlying common shares will not be issued, and he will not have voting or dispositive rights over those shares, until his service as a director ends. The grants will expire no later than 90 days after his termination date.
MADHAVPEDDI KALIDAS V reported acquisition or exercise transactions in this Form 4 filing.
NOVAGOLD RESOURCES INC director Kalidas V. Madhavpedi received an award of 651 Deferred Share Units (DSUs) that are the economic equivalent of common shares. The grant carried a price of $0.00 per unit and increased his directly held common shares to 63,282 after the transaction.
According to the terms, the underlying common shares tied to these DSUs will not be issued, and he will have no voting or dispositive rights over them, until his service as a director ends. For non-U.S. eligible participants, DSU grants expire on December 31 of the year following termination; for U.S. eligible participants, they expire 90 days after the termination date.