NovaGold Resources (NG) Proxy filing summary

Executive summary

• Entered into definitive agreements to acquire 100% of Donlin Gold, consolidating ownership and streamlining project development and financing.

• The transaction builds on last year's acquisition of Barrick's 50% interest, moving the project into the Bankable Feasibility Study phase.

• A new U.S.-domiciled parent company will be formed, enhancing strategic opportunities and access to capital.

• Recent $310 million financing demonstrates strong investor confidence and provides funding for key project activities.

• Commitments to community engagement, environmental stewardship, and local workforce development remain unchanged.

Voting matters and shareholder proposals

• Shareholder approval is required for the proposed transactions, with a proxy statement to be filed and disseminated.

• Investors and security holders are urged to read the proxy statement and related documents when available.

Board of directors and corporate governance

• Certain directors, executive officers, and management may be deemed participants in the proxy solicitation for the proposed transactions.

• Information on direct and indirect interests of directors and officers will be included in the proxy statement.