NovaGold Resources (NG) Proxy filing summary

Executive summary

• Announced appointment of Endeavour Financial and Macquarie Capital as financial advisors for the Donlin Gold project to support development and financing strategy as the project advances toward a final investment decision after the Bankable Feasibility Study.

• NOVAGOLD will increase its ownership in Donlin Gold from 60% to 100% by acquiring Paulson's 40% stake in an all-share transaction, aiming to streamline decision-making and expand access to capital.

• The transaction is expected to enhance project financing options, optimize funding mix, and preserve long-term shareholder value.

• Forward-looking statements highlight expectations for project outcomes, regulatory approvals, and potential synergies, while noting material risks and uncertainties.

Voting matters and shareholder proposals

• Shareholder approval will be sought for the proposed transactions, with details to be included in the proxy statement filed with the SEC and Canadian regulators.

Board of directors and corporate governance

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

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