NovaGold Resources (NG) Proxy filing summary

Executive summary

• Entered into definitive agreements to acquire 100% of Donlin Gold, transitioning from a 60% to full ownership via an all-share transaction with Paulson & Co.

• New parent company to be domiciled in Delaware, with an estimated $4.2B equity value and a board co-chaired by Dr. Thomas Kaplan and John Paulson.

• Transaction expected to close in Q4 2026, subject to shareholder, court, regulatory, and stock exchange approvals.

• Projected annual gold production of 1.3 Moz in the first 10 years, with 40 Moz measured and indicated resources.

• Transaction is immediately accretive to NAV per share and gold reserves/resources per share.

Voting matters and shareholder proposals

• Shareholders to vote on the transaction, requiring at least 66 2/3% approval.

• Paulson to receive 35% of New NG on a fully diluted basis, with voting interest capped at 19.99%.

• Paulson gains right to nominate up to two directors, subject to equity thresholds.

Board of directors and corporate governance

• Board expands from 10 to 11 members; Paulson to nominate two directors, including John Paulson as Co-Chair.

• Paulson subject to lock-up and standstill provisions; must vote on director nominations per board recommendation.

• Board includes experienced executives from mining, finance, and sustainability backgrounds.