NovaGold Resources (NG) Proxy filing summary

Executive summary

• Definitive agreements would increase Donlin Gold ownership from 60% to 100% through an all-share acquisition of Paulson’s 40% interest; closing is expected by year-end 2026, subject to approvals and other conditions.

• Donlin Gold’s Bankable Feasibility Study remains on schedule for completion in 2027; Endeavour Financial and Macquarie Capital were appointed to advise on project and infrastructure financing.

• As of August 31, 2026, cash and term deposits totaled $343.4 million; FY2026 operating expenditure guidance increased by $11.5 million to approximately $110.0 million, primarily for transaction-related costs.

Voting matters and shareholder proposals

• Shareholders will vote on transaction-related proposals at a special meeting scheduled for November 3, 2026; the circular and proxy statement were first mailed on or about October 5, 2026.

• The proposed transactions require shareholder, court, regulatory and stock exchange approvals, along with customary closing conditions; completion is expected by year-end 2026.

Board of directors and corporate governance

• The transactions are intended to streamline corporate decision-making and improve operational and capital efficiency through 100% ownership under a single parent, while preserving independent governance through lock-up, standstill and voting restrictions.