NovaGold Resources (NG) Proxy filing summary

Executive summary

• New NovaGold will acquire all outstanding shares of NovaGold Resources Inc. via a court-approved arrangement, exchanging each NovaGold share for one New NovaGold voting share, subject to shareholder and regulatory approvals.

• Paulson Advisers will contribute its interests in Donlin Gold Holdings to New NovaGold in exchange for voting and non-voting shares, capped at 19.99% voting power, based on a 10% discount to the equity value of its Donlin Gold interest.

• The transaction is structured to qualify as a tax-free exchange under Section 351 of the U.S. Internal Revenue Code.

• The NovaGold Board unanimously recommends shareholders vote in favor, supported by a fairness opinion from Citigroup Global Markets.

Voting matters and shareholder proposals

• Shareholders will vote on the arrangement resolution at a special meeting, requiring a two-thirds majority and, if applicable, a simple majority excluding interested parties.

• Voting agreements have been secured from directors, senior officers, Paulson, and Electrum to support the transaction and oppose any action that would impede completion.

• Dissent rights are available to registered shareholders, with procedures outlined for fair value payment or participation in the arrangement.

Board of directors and corporate governance

• The New NovaGold Board will have 11 directors, with John Paulson and Thomas Kaplan as co-chairs.

• Paulson can designate up to two board nominees based on its ownership, with special approval rights for major transactions if it holds over 20%.

• Board committees (audit, compensation, nominating/governance) will be established with defined charters and independence requirements.

• The amended bylaws and certificate of incorporation include provisions for director nomination, removal, and committee structure, with certain rights reserved for Paulson.