NovaGold Resources (NG) Proxy filing summary

Executive summary

• Entered into definitive agreements to acquire the remaining 40% of Donlin Gold, increasing ownership to 100% through an all-share transaction with Paulson and affiliates.

• Transaction positions the entity as a leading U.S.-domiciled gold developer with an equity value of approximately $4.2 billion.

• Projected to add approximately 16 million ounces of measured and indicated gold resources, including 13 million ounces of proven and probable reserves.

• Anticipates an increase of over 520,000 ounces in annual gold production during the first 10 years post-acquisition.

• Forward-looking statements highlight expectations for project development, synergies, and expansion, subject to material risks and uncertainties.

Voting matters and shareholder proposals

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

• Proxy solicitation will involve directors, executive officers, and certain employees, with detailed participant information to be included in the proxy statement.

Board of directors and corporate governance

• Dr. Thomas S. Kaplan and John Paulson will co-chair the new entity following the transaction.

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