NovaGold Resources (NG) Proxy filing summary

Executive summary

• NOVAGOLD is seeking shareholder approval for the acquisition of the remaining 40% interest in Donlin Gold LLC from Paulson Advisors, moving to 100% ownership in an all-share transaction expected to close in Q4 2026.

• The transaction is subject to shareholder, court, and regulatory approvals, as well as customary closing conditions.

• Project development at Donlin Gold has advanced with additional drilling, metallurgical test work, and progress on FEED/BFS in preparation for financing and execution.

• Forward-looking statements highlight expectations for project expansion, operational synergies, and the need for further permits and financing.

Voting matters and shareholder proposals

• Shareholders are being asked to approve the acquisition of Paulson's 40% interest in Donlin Gold LLC, resulting in NOVAGOLD's full ownership.

• The proxy statement will detail the transaction and related proposals for shareholder consideration.

Board of directors and corporate governance

• Certain directors, executive officers, and employees may be deemed participants in the proxy solicitation for the proposed transaction.

• Information on directors, executive officers, and their interests will be included in the proxy statement.