NovaGold Resources (NG) Proxy filing summary

Executive summary

• Q3 2026 highlights: proposed all-share acquisition of Paulson’s 40% Donlin Gold interest, expected to close by year-end; quarter-end cash and term deposits were ~$343.4M.

• Donlin Gold appointed Endeavour Financial and Macquarie Capital as financial advisors; engineering integration led by Fluor remains on schedule for BFS completion in 2027.

Voting matters and shareholder proposals

• Shareholders were solicited to approve transaction-related proposals; the definitive proxy statement and circular were disseminated on or about October 5, 2026.

• Transaction completion is subject to shareholder, regulatory, court and stock exchange approvals, plus other customary closing conditions.

Risk oversight and compliance

• Forward-looking outcomes depend on financing, permits and approvals, project costs, infrastructure, metal prices, construction execution, and continued cooperation among Donlin Gold owners and government and Native groups.

• Actual results may differ materially due to operating, regulatory, geological, cost, currency and market risks; forward-looking statements reflect the date made and are not guaranteed.