NovaGold Resources (NG) Proxy filing summary

Executive summary

• Definitive agreements reached to acquire Paulson's 40% interest in Donlin Gold, resulting in 100% ownership and the creation of a new Delaware corporation, NovaGold Corporation, to be listed on NYSE.

• Transaction valued at approximately $4.2 billion, with projected annual gold production of 1.3 million ounces in the first decade and 1.1 million ounces over a 27-year mine life.

• Paulson will receive about 35% of New NG on a fully diluted basis, equating to roughly 40% economic interest and 19.99% voting interest.

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

• Forward-looking statements highlight anticipated synergies, operational efficiencies, and strategic opportunities, with caution regarding risks and assumptions.

Voting matters and shareholder proposals

• Shareholders will vote on the Arrangement, requiring at least 66 2/3% approval 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 and related materials will be filed with the SEC and Canadian regulators for shareholder review.

Board of directors and corporate governance

• New NG Board will be co-chaired by Dr. Thomas S. Kaplan and John Paulson.

• Governance structure includes standstill and voting restrictions for Paulson, with a lock-up expiring upon project financing, reduction of Paulson's stake below 10%, or three years after closing.