The Alaska Miner Spring 2025 14 $1 billion transaction transfers 50% of the Donlin Gold project NovaGold Resources Inc. and Paulson Advisers LLC announced April 22 that they have entered into a definitive agreement with Barrick Gold Corporation to acquire Barrick’s 50% interest in Donlin Gold LLC for $1 billion in cash — creating a new partnership between NovaGold and Paulson to develop the Donlin Gold project in Alaska. Pursuant to the agreement, NovaGold will acquire a 10% interest in Donlin Gold LLC for $200 million, which will increase its ownership interest in Donlin Gold LLC from 50% to 60%, and Paulson will acquire a 40% interest in Donlin Gold LLC for $800 million and will share responsibility as a full and equal partner in project management of Donlin Gold. The transaction is subject to regulatory approvals and customary closing conditions and is expected to close late in the second or early in the third quarter of 2025. At the closing of the transaction, NovaGold and Paulson will enter into an amended and restated limited liability company agreement governing Donlin Gold (the “LLC Agreement”), pursuant to which NovaGold and Paulson will have equal governance rights. To finance NovaGold’s portion of the acquisition, funding commitments were obtained from Paulson, The Electrum Group (“Electrum”), and Kopernik Global Investors, LLC (“Kopernik”) to subscribe for up to $170 million of common shares at $3 per share, with the balance of $30 million to be funded from NovaGold’s treasury. As part of the funding agreement, Paulson, Electrum, and Kopernik received five-year warrants to purchase an aggregate of 25.5 million common shares of NovaGold at $3 per share. NovaGold will evaluate a range of alternative financing options to replace all or part of the funding commitments, although NovaGold is not required under the funding agreement to seek any alternative financing. Any funds raised by NovaGold would first be used to reduce its $30 million cash commitment. NovaGold was granted an option to purchase the outstanding debt owed to Barrick in connection with the Donlin Gold project for $90 million if purchased prior to closing, or for $100 million if purchased within 18 months from closing, when the option expires. If that option is not exercised, the debt will remain outstanding, substantially in accordance with its existing terms. In addition to approval by NovaGold’s Board of Directors, the transaction has also been approved by a Special Committee of the Board composed entirely of directors who are independent of Electrum 1, NovaGold’s largest shareholder. Following the closing of the transaction, under the direction of the new partners, Donlin Gold expects to: n Immediately commence the various workstreams to update the Feasibility Study 2 , including assembling a specially dedicated team to advance these efforts; n Shift the 2025 drill program’s focus to the conversion and expansion of Donlin Gold’s reserves and resources, with both partners committed to exploring for new resources along strike and to depth in future campaign seasons; n Advance technical work and engineering designs; n Continue to support state permitting efforts and maintain existing federal and state permits in good standing, including government affairs engagement with federal and state representatives; and n Enhance social license, with ongoing community outreach and investment initiatives with partners and landowners, Calista Corporation (“Calista”) and The Kuskokwim Corporation (TKC). “Donlin Gold is one of the most attractive development gold projects in the world. With 39 million ounces of gold at double the industry average grade, and an optimal location in the prime jurisdiction of Alaska — already the second largest gold-producing state in the United States — we believe that the project could create value for decades to come. "Enjoying excellent social license and formidable exploration upside potential to significantly expand its resources and production profile, Donlin Gold constitutes a superb opportunity for us to gain leverage to gold in the United States at an attractive valuation. Together with Donlin Gold’s partners, Calista and TKC, we are dedicated to responsibly advance the Donlin Gold project," Chairman John Paulson said. “The announcement of our new partner, Paulson, marks the watershed moment in our company’s ambition to unlock conscientiously the full value of Donlin Gold. For such a prescient and illustrious gold investor as John Paulson to share our belief that Donlin Gold constitutes one of the best and most jurisdictionally attractive gold development projects in the world — and indeed worthy of such an extraordinary investment — is truly catalytic for NovaGold," said Dr. Thomas S. Kaplan, NovaGold’s Chairman. Located in the Kuskokwim region in Southwest Alaska, Donlin Gold hosts approximately 39 million ounces of gold in Measured and Indicated Mineral Resources (inclusive of mineral reserves), of which NovaGold’s 60% attributed interest would represent 23.4 million ounces following the closing of the transaction. If developed as contemplated by the 2021 Technical Report and the S-K 1300 Technical Report Summary, Donlin Gold is projected to have a 27-year mine life, with average annual production expected to reach approximately 1.1 million ounces. Furthermore, the new partners believe there’s considerable exploration potential in the project, as Donlin Gold’s current resources span approximately three kilometers of an eight-kilometer mineralized belt. This represents only approximately 5% of the total land package. Donlin Gold has maintained its state and federal permits in good standing and benefits from being in the State of Alaska with both community and state support. Paulson Advisers, NovaGold buy Barrick's Donlin stake
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