NovaGold Resources (NG) Proxy filing summary

Executive summary

• NOVAGOLD is seeking shareholder approval for an all-share transaction to acquire the remaining 40% interest in Donlin Gold LLC from Paulson, resulting in 100% ownership, with closing expected in Q4 2026.

• Donlin Gold is positioned to become one of the largest gold mines in the U.S., with a projected 27-year mine life and average annual production of 1.1 Moz, reaching 1.3 Moz in the first ten years.

• The project is federally permitted, with state permitting on track, and is located in Alaska, a stable mining jurisdiction.

• The Bankable Feasibility Study (BFS) is underway, led by Fluor Corporation, with completion targeted for 2027.

• The project emphasizes responsible growth, sustainability, and strong engagement with Alaska Native Corporations.

Voting matters and shareholder proposals

• Shareholders are being asked to approve the acquisition of Paulson's 40% interest in Donlin Gold LLC, making NOVAGOLD the sole owner.

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

Board of directors and corporate governance

• Directors and executive officers 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.