NovaGold Resources (NG) Proxy filing summary

Executive summary

• Entered definitive agreements to acquire 100% of Donlin Gold, consolidating ownership from 60% to 100% via an all-share transaction with Paulson Advisers LLC, creating a leading U.S.-domiciled gold developer valued at approximately $4.2 billion.

• Transaction expected to close in Q4 2026, subject to shareholder, court, regulatory, and stock exchange approvals.

• The new entity, NovaGold Corporation (New NG), will be listed on the NYSE, with current shareholders owning ~65% and Paulson ~35% on a fully diluted basis; Paulson's voting interest capped at 19.99%.

• The deal is accretive on key metrics, increases gold reserves/resources per share, and streamlines project development and financing.

• Donlin Gold projected to produce 1.3 million ounces annually in the first decade and 1.1 million ounces annually over a 27-year mine life.

Voting matters and shareholder proposals

• Arrangement requires approval by at least 66 2/3% of votes cast by shareholders at a special meeting.

• Directors, senior officers, and major shareholders representing ~28% of shares have entered into voting support agreements to vote in favor.

• Proxy statement to be filed with SEC and Canadian regulators; shareholders urged to read all materials when available.

Board of directors and corporate governance

• New NG Board will expand from 10 to 11 directors, co-chaired by Dr. Thomas S. Kaplan and John Paulson.

• Paulson can nominate two directors if equity ownership remains above 15%, one director if between 10%-15%, and none if below 10%.

• Paulson's shares subject to lock-up, standstill, and voting restrictions, with obligations falling away under certain conditions.