Novagold Resources Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 5, 2026, detailing the legal framework surrounding its Donlin Gold project and outlining a proposed corporate reorganization. The filing provides a comprehensive summary of the agreements governing the Donlin Gold project, which is a development-stage gold project located in the Kuskokwim region of southwestern Alaska.
The Donlin Gold project is held by Donlin Gold LLC, a limited liability company owned 60% by Novagold through its subsidiary NOVAGOLD Resources Alaska, Inc., and 40% by Paulson Advisers LLC and its affiliates. The filing outlines the various agreements between Donlin Gold and Alaska Native Corporations that hold the mineral and surface rights to the property.
The primary agreement is the Restated Exploration and Lode Mining Lease, effective as of May 1, 1995, and amended on February 11, 2011. This lease grants Donlin Gold exclusive rights to explore for, develop, and mine all minerals on approximately 19,988 hectares of Calista Corporation-owned land. The lease term is set to expire on April 30, 2031, with automatic year-to-year extensions contingent upon continued operations or payment of an advanced minimum royalty.
The lease includes specific royalty and payment provisions. These include an annual advance minimum royalty (variable) through 2030, which is recoverable against future royalties, a net smelter return royalty of 1.5% for the first five years of commercial production or until initial capital payback (increasing to 4.5% thereafter), and a net proceeds royalty of 8%.
The filing also details the Surface Use Agreement (SUA) with The Kuskokwim Corporation (TKC). The SUA grants non-exclusive surface use rights to Donlin Gold on approximately 16,923 hectares of TKC-owned land. The term of the SUA runs through April 30, 2031, and will automatically terminate upon the termination of the Calista Lease.
In addition to the lease details, the filing references a series of definitive transaction agreements announced on July 22, 2026. These agreements propose that a newly formed Delaware corporation, New NovaGold, will acquire all issued and outstanding common shares of Novagold by way of a plan of arrangement. Upon completion of these transactions, Novagold will become a wholly owned subsidiary of New NovaGold, which will own 100% of Donlin Gold and seek a listing on the NYSE. The filing also notes that a management information circular and definitive proxy statement have been filed in connection with a Special Meeting of shareholders scheduled for November 3, 2026.
