NovaGold Resources (NG) Proxy filing summary

Executive summary

• Supplemental disclosures update the transaction background, Citi’s valuation analysis and fees, and the planned audit committee structure ahead of the November 3, 2026 shareholder vote.

• The disclosures followed demand letters alleging omissions or misstatements; the registrant denied wrongdoing and said the supplement was voluntary to avoid litigation burden and transaction delay, without admitting the claims’ merit.

Voting matters and shareholder proposals

• Shareholders are scheduled to vote November 3, 2026, on the proposed transactions and related matters; the definitive circular was mailed on or about October 5, 2026.

• The proposed all-share transaction would acquire Paulson’s 40% Donlin Gold interest, increasing ownership from 60% to 100%, subject to closing conditions and required approvals.

• The initial three-party discussions ended around January 10, 2026; on February 12, the board authorized renewed two-party negotiations with Paulson under Project Phoenix.

Board of directors and corporate governance

• A transaction committee formed September 7, 2025, to assess and negotiate the initial proposal, but lacked authority to bind the registrant and was formed for operational purposes, not because of actual or potential conflicts.

• On October 29, 2025, the board created an independent special committee to evaluate the three-party transaction and alternatives amid overlapping shareholder interests; it could advise and negotiate but not bind the registrant.

• In February 2026, the board dissolved that committee after the three-party discussions ended and appointed Whittaker, Madhavpeddi and McArthur to a new committee supporting Project Phoenix negotiations.