NovaGold Resources (NG) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of the remaining 40% of Donlin Gold consolidates 100% ownership under a U.S.-domiciled parent, streamlining management, decision-making, and stakeholder engagement.

• Positions the company as a leading U.S. pure-play gold developer with an equity value of approximately $4.2 billion and a unique Tier 1 asset.

• Redomiciling to the U.S. aligns the corporate structure with the asset location, enhancing jurisdictional appeal.

• Simplifies stakeholder engagement and enhances access to capital, including from sovereign wealth funds and government agencies.

• Enables more efficient project development and future strategic opportunities.

Financial terms and conditions

• All-share transaction: Paulson exchanges its 40% Donlin Gold interest for approximately 35% of New NovaGold on a fully diluted basis.

• Paulson’s voting interest capped at 19.99%, with economic interest at about 40% including existing holdings; board expanded to 11 with Paulson nominating two directors if ownership remains above 15%.

• Share exchange based on a 10% discount to Paulson’s equity value, calculated from a 10-day VWAP of NOVAGOLD shares.

• Deal structured as a tax-free exchange for U.S. federal purposes, but taxable for Canadian shareholders; subject to shareholder, court, and regulatory approvals.

Synergies and expected cost savings

• Immediate accretion to net asset value per share, gold reserves/resources per share, and projected production.

• Streamlines corporate decision-making, increases operational efficiency, and reduces operating costs.

• Eliminates need for negotiation between multiple owners, expediting project development.

• Facilitates a single point of contact for stakeholders and government agencies.