NovaGold Resources (NG) Proxy filing summary

Executive summary

• Definitive agreements propose an all-share transaction to acquire Paulson’s remaining Donlin Gold interest, increasing ownership from 60% to 100%; closing is expected in Q4 2026, subject to approvals and conditions.

• The proposed transaction is presented as immediately accretive: NAV per share rises 8.2% and gold resources per share 8.4% for current shareholders; projected production reaches 1.3 Moz annually in the first 10 full years.

• Q3 2026 net loss was $15.6M versus $36.0M in Q3 2025; cash and term deposits were $343.4M at Q3 2026, and FY 2026 spending guidance increased to $110.0M.

Voting matters and shareholder proposals

• Shareholders will vote at a special meeting on November 3, 2026; proxy voting deadline is October 30, 2026 at 10:00 a.m. Vancouver time.

• Transaction approval requires at least 66 2/3% of votes cast, plus court, regulatory and stock exchange approvals, NYSE listing and customary closing conditions.

• The board unanimously recommends voting FOR all resolutions related to the transaction.

Board of directors and corporate governance

• The proposed New NG board would be co-chaired by Dr. Thomas Kaplan and John Paulson, with specified lock-up, standstill and voting restrictions intended to preserve independent governance.

• Paulson’s board representation would depend on ownership: one director while ownership is 10%–15%, none below 10%; above 15%, board representation is subject to the agreement’s terms.