NovaGold Resources (NG) Proxy filing summary

Executive summary

• Entered into definitive agreements to acquire 100% of Donlin Gold, marking a significant strategic transaction.

• The transaction is expected to bring operational synergies and expansion opportunities.

• Forward-looking statements highlight expectations for regulatory, shareholder, and court approvals, as well as anticipated benefits and risks.

Voting matters and shareholder proposals

• Security holders will be asked to approve transaction-related proposals via a proxy statement filed with the SEC and Canadian regulators.

• Proxy solicitation will involve directors, executive officers, and certain employees as participants.

Board of directors and corporate governance

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

• Changes in beneficial ownership by directors and officers will be reflected in SEC filings.