NovaGold Resources (NG) Proxy filing summary

Executive summary

• NOVAGOLD will acquire Paulson's 40% stake in Donlin Gold, resulting in 100% ownership through an all-share transaction, creating a leading U.S. gold developer valued at approximately $4.2 billion in equity and cash.

• The transaction is designed to streamline decision-making, enhance operational efficiency, and provide immediate accretion in net asset value and gold resources per share.

• The new parent company, NovaGold Corporation, will be domiciled in Delaware and listed on the NYSE, with the board expanded to 11 directors and co-chaired by Dr. Thomas Kaplan and John Paulson.

• The structure aims to facilitate access to capital from private and official sources, including governmental agencies and sovereign wealth funds, supporting the next phase of Donlin Gold's development.

• The transaction is expected to deliver over 16 million ounces of measured and indicated resources and more than 520,000 ounces in annual gold production over the first 10 years.

Voting matters and shareholder proposals

• Shareholder approval is required for the transaction, with a proxy statement to be filed and disseminated to security holders.

• The transaction involves the issuance of new securities, which are anticipated to be exempt from U.S. registration requirements.

Board of directors and corporate governance

• The board will expand from 10 to 11 members and adopt a co-chair governance structure.

• Paulson will maintain an active role on the board of the new parent company.

• The unified structure is intended to strengthen alignment among shareholders through targeted lock-up, standstill, and voting provisions.