NovaGold Resources (NG) Proxy filing summary

Executive summary

• The Board unanimously recommends approval of all five resolutions; completion is anticipated in Q4 2026, subject to shareholder, court, regulatory and other closing conditions.

• The Delaware parent would acquire each outstanding share for one voting share and acquire Paulson’s 40% Donlin Gold interest in a contribution priced at a 10% discount to the stated valuation benchmark.

• Post-transaction ownership is expected to give former shareholders ~65% of the parent; Paulson and affiliates would hold ~39.7% of economic interests, with voting capped at 19.99%.

• The Board cites full ownership of Donlin Gold, improved capital access and operating efficiency, and projected production of 1.3 million oz annually in the first 10 full years and 1.1 million oz over the 27-year mine life.

Voting matters and shareholder proposals

• The special meeting is set for November 3, 2026; the September 23 record date covers 438,815,994 shares, with one vote per share and at least two-thirds of votes cast required for the arrangement.

• Four additional resolutions cover the 2026 incentive plan, two employee share purchase plans and advisory arrangement-related executive compensation; each requires a majority of votes cast.

• Directors, certain executives, Electrum and Paulson agreed to support the transactions; together they held 122,877,176 shares, or ~28% of voting shares, on the record date.

• Proxies are due by 10:00 a.m. Vancouver time on October 30, 2026; eligible registered shareholders may dissent if they follow statutory procedures and do not vote in favor.

Board of directors and corporate governance

• The post-transaction board is planned at 11 directors, with Thomas Kaplan and John Paulson as co-chairs; initial Paulson designees are Paulson and Marcelo Kim.

• Paulson may designate two directors while owning >15% of shares, one at 10%–15%, and none below 10%; board committees are planned for audit, compensation, and nominating and governance.

• The new parent will be governed by Delaware law and new charter and bylaws; the board will adopt a code of conduct, director evaluation and succession-planning processes, and a compensation committee charter.

• Paulson consent rights apply to specified major actions while its ownership exceeds 20%, including certain large transactions, related-party dealings over $120,000, and debt or equity issuances exceeding $100 million.