NovaGold Resources (NG) Proxy filing summary

Executive summary

• NOVAGOLD has entered into definitive agreements to acquire Paulson's 40% interest in Donlin Gold, resulting in 100% ownership through an all-share transaction valued at approximately $4.2 billion in equity.

• The combined entity, NovaGold Corporation, will be a Delaware corporation and is intended to be listed on the NYSE under the symbol NG.

• The transaction aims to provide greater stability, clearer direction, and improved access to capital for the Donlin Gold project, with no immediate changes to operations or employee terms expected.

• Completion of the transaction is anticipated in the fourth quarter, marking a new phase in the project's development.

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 proxy statement will detail the proposals related to the transaction and the interests of directors and executive officers.

Board of directors and corporate governance

• Paulson will maintain an active role on the board of the combined company, supporting governance and strategic direction.

• Information on directors, executive officers, and their interests will be included in the proxy statement.