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 new entity, NovaGold Corporation, will be incorporated in Delaware and is intended to be listed on the NYSE.

• Paulson will maintain an active role on the board, supporting expanded access to capital for Donlin Gold's development.

• The transaction is expected to close in the fourth quarter, with no immediate operational changes or disruptions anticipated.

• Forward-looking statements highlight expectations for project development, regulatory approvals, and potential synergies, while noting significant risks and uncertainties.

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 and participants in the solicitation.

Board of directors and corporate governance

• Paulson will continue to have an active role on the NovaGold Corporation board post-transaction.

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