NovaGold Resources (NG) Proxy filing summary

Executive summary

• Definitive agreements will increase ownership in Donlin Gold from 60% to 100% via an all-share transaction with Paulson Advisers LLC, creating a new Delaware-based NovaGold Corporation with an estimated $4.2 billion equity value.

• NovaGold Corporation will acquire all NOVAGOLD shares at a 1:1 ratio, with Paulson receiving shares at a 10% discount to the implied equity value of their Donlin Gold stake.

• Shareholders of NOVAGOLD will own about 65% of the new entity, while Paulson will hold approximately 35% (40% economic interest, voting capped at 19.99%).

• The transaction is expected to close in Q4 2026, pending shareholder, court, and regulatory approvals.

• The deal is designed to be immediately accretive to shareholders on net asset value, gold resources per share, and projected production metrics.

Voting matters and shareholder proposals

• Shareholder approval is required for the arrangement and related transactions.

• The Board of Directors unanimously recommends shareholders vote in favor of the transaction.

• Proxy materials will be filed with the SEC and Canadian regulators for shareholder solicitation.

Board of directors and corporate governance

• NovaGold Corporation's Board will expand from 10 to 11 directors, co-chaired by Thomas Kaplan and John Paulson.

• Paulson will have the right to nominate up to two directors as long as its equity ownership remains above 15%, and one director if between 10% and 15%.

• Robust governance policies and conflict resolution mechanisms will be implemented.